AIM INVESTMENT FUNDS
485BPOS, 2000-02-25
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<PAGE>   1

   As filed with the Securities and Exchange Commission on February 25, 2000
                                                           -----------------


                                      1933 Act Registration No. 33-19338
                                         1940 Act Registration No. 811-05426

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                     X
                                                                           --
           Pre-Effective Amendment No. __                                  __

           Post-Effective Amendment No. 58                                  X
                                        --                                 --

                                     and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940             X
                                                                           --

           Amendment No. 59                                                 X
                         --                                                --


                       (Check appropriate box or boxes.)

                              AIM INVESTMENT FUNDS
                       ----------------------------------
               (Exact name of Registrant as Specified in Charter)

                11 Greenway Plaza, Suite 100, Houston, TX 77046
             ------------------------------------------------------
             (Address of Principal Executive Offices)   (Zip Code)

       Registrant's Telephone Number, including Area Code: (713) 626-1919
                                                          ----------------

                                Robert H. Graham
                          11 Greenway Plaza, Suite 100
                              Houston, Texas 77046
                     -------------------------------------
                     (Name and Address of Agent of Service)

                                    Copy to:
Lisa A. Moss, Esq.                   Arthur J. Brown, Esq.
A I M Advisors, Inc.                 R. Darrell Mounts, Esq.
11 Greenway Plaza, Suite 100         Kirkpatrick & Lockhart LLP
Houston, Texas 77046                 1800 Massachusetts Avenue, N.W., 2nd Floor


Approximate Date of Proposed Public Offering:  As soon as practicable after the
                                               effective date of this Amendment

It is proposed that this filing will become effective (check appropriate box):

  ___  immediately upon filing pursuant to paragraph (b)

  _X_  on February 28, 2000, pursuant to paragraph (b)

  ___  60 days after filing pursuant to paragraph (a)(1)
  ___  on ___________, pursuant to paragraph (a)(1)
  ___  75 days after filing pursuant to paragraph (a)(2)
  ___  on (date) pursuant to paragraph (a)(2)

If appropriate, check the following box:

  ___  This post-effective amendment designates a new effective date for a
       previously filed post-effective amendment.

Title of Securities Being Registered: Shares of Beneficial Interest

                                                       (Continued on Next Page)


<PAGE>   2

      Certain Series of the AIM Investment Funds are "feeder funds" in a
"master/feeder" fund arrangement. This Post-Effective Amendment No. 58 includes
manually executed signature pages for two master trusts, Emerging Markets Debt
Portfolio and Global Investment Portfolio.



<PAGE>   3
      AIM DEVELOPING
      MARKETS FUND
- -------------------------------------------------------------------------------

      AIM Developing Markets Fund primarily seeks to provide long-term growth of
      capital with a secondary objective of income, to the extent consistent
      with seeking growth of capital.

      PROSPECTUS                                  AIM --Registered Trademark--

      FEBRUARY 28, 2000

                                     This prospectus contains important
                                     information about the Class A, B and C
                                     shares of the fund. Please read it
                                     before investing and keep it for
                                     future reference.

                                     As with all other mutual fund
                                     securities, the Securities and
                                     Exchange Commission has not approved
                                     or disapproved these securities or
                                     determined whether the information
                                     in this prospectus is adequate or
                                     accurate. Anyone who tells you
                                     otherwise is committing a crime.

                                     An investment in the fund:
                                      - is not FDIC insured;
                                      - may lose value; and
                                      - is not guaranteed by a bank.


[AIM LOGO APPEARS HERE]                                  INVEST WITH DISCIPLINE
                                                        --Registered Trademark--
<PAGE>   4
                          ---------------------------
                          AIM DEVELOPING MARKETS FUND
                          ---------------------------

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S>                                      <C>
INVESTMENT OBJECTIVES AND STRATEGIES         1
- - - - - - - - - - - - - - - - - - - - - - - - -

PRINCIPAL RISKS OF INVESTING IN THE FUND     1
- - - - - - - - - - - - - - - - - - - - - - - - -

PERFORMANCE INFORMATION                      3
- - - - - - - - - - - - - - - - - - - - - - - - -

Annual Total Returns                         3

Performance Table                            3

FEE TABLE AND EXPENSE EXAMPLE                4
- - - - - - - - - - - - - - - - - - - - - - - - -

Fee Table                                    4

Expense Example                              4

FUND MANAGEMENT                              5
- - - - - - - - - - - - - - - - - - - - - - - - -

The Advisors                                 5

Advisor Compensation                         5

Portfolio Managers                           5

OTHER INFORMATION                            5
- - - - - - - - - - - - - - - - - - - - - - - - -

Sales Charges                                5

Dividends and Distributions                  5

FINANCIAL HIGHLIGHTS                         6
- - - - - - - - - - - - - - - - - - - - - - - - -

SHAREHOLDER INFORMATION                    A-1
- - - - - - - - - - - - - - - - - - - - - - - - -

Choosing a Share Class                     A-1

Purchasing Shares                          A-3

Redeeming Shares                           A-4

Exchanging Shares                          A-6

Pricing of Shares                          A-8

Taxes                                      A-8

OBTAINING ADDITIONAL INFORMATION    Back Cover
- - - - - - - - - - - - - - - - - - - - - - - - -
</TABLE>

The AIM Family of Funds, The AIM Family of Funds and Design (i.e., the AIM
logo), AIM and Design, AIM, AIM LINK, AIM Institutional Funds, aimfunds.com, La
Familia AIM de Fondos, La Familia AIM de Fondos and Design and Invest with
Discipline are registered service marks and AIM Bank Connection, AIM Funds, AIM
Funds and Design, AIM Internet Connect and AIM Investor are service marks of
A I M Management Group Inc.

No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and you should not rely on such other information or
representations.
<PAGE>   5
                          ---------------------------
                          AIM DEVELOPING MARKETS FUND
                          ---------------------------

INVESTMENT OBJECTIVES AND STRATEGIES
- --------------------------------------------------------------------------------

The fund's primary investment objective is long-term growth of capital and its
secondary investment objective is income, to the extent consistent with seeking
growth of capital.

  The fund seeks to meet these objectives by investing substantially all of its
assets in issuers in developing countries, i.e., those that are in the initial
stages of their industrial cycles. The fund will invest a majority of its assets
in equity securities, and may also invest in debt securities, of developing
countries. The fund considers issuers in "developing countries" to be those (1)
organized under the laws of a developing country or have a principal office in a
developing country; (2) that derive 50% or more, alone or on a consolidated
basis, of their total revenues from business in developing countries; or (3)
whose securities are trading principally on a stock exchange, or in an over-the-
counter market, in a developing country. The fund will normally invest in
issuers in at least four countries, but it will invest no more than 25% of its
assets in issuers in any one country. The fund also may hold no more than 40% of
its assets in any one foreign currency and securities denominated in or indexed
to such currency. The fund may invest in debt securities when economic and other
factors appear to favor such investments. The fund may also invest up to 100% of
its assets in lower-quality debt securities, i.e., "junk bonds."

  The fund may invest up to 50% of its total assets in the following types of
developing 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
(sovereign debt), and "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. Brady Bonds are debt restructurings that provide for the exchange of
cash and loans for newly issued bonds. There is no requirement with respect to
the maturity or duration of debt securities in which the fund may invest.

  The portfolio managers focus on companies that have experienced above-average,
long-term growth in earnings and have excellent prospects for future growth. In
selecting countries in which the fund will invest, the portfolio managers also
consider such factors as the prospect for relative economic growth among
countries or regions, economic or political conditions, currency exchange
fluctuations, tax considerations and the liquidity of a particular security. The
portfolio managers consider whether to sell a particular security when any of
those factors materially changes.

  The fund is non-diversified. With respect to 50% of its assets, it is
permitted to invest more than 5% of its assets in the securities of any one
issuer.


  In anticipation of or in response to adverse market conditions, for cash
management purposes or for defensive purposes, the fund may temporarily hold all
or a portion of its assets in cash (U.S. dollars, foreign currencies or
multinational currency units), money market instruments, shares of affiliated
money market funds, or high-quality debt securities. As a result, the fund may
not achieve its investment objectives.



  The fund may engage in active and frequent trading of portfolio securities to
achieve its investment objective. If the fund does trade in this way, it may
incur increased transaction costs, which can lower the actual return on your
investment. Active trading may also increase short-term gains and losses, which
may affect the taxes you have to pay.


PRINCIPAL RISKS OF INVESTING IN THE FUND
- --------------------------------------------------------------------------------

There is a risk that you could lose all or a portion of your investment in the
fund and that the income you may receive from your investment may vary. The
value of your investment in the fund will go up and down with the prices of the
securities in which the fund invests. The prices of equity securities change in
response to many factors including the historical and prospective earnings of
the issuer, the value of its assets, general economic conditions, interest
rates, investor perceptions, and market liquidity. Debt securities are
particularly vulnerable to credit risk and interest rate fluctuations. Interest
rate increases may cause the price of a debt security to decrease. The longer a
bond's duration, the more sensitive it is to this risk. Junk bonds are less
sensitive to this risk than are higher-quality bonds.

  The prices of foreign securities may be further affected by other factors,
including:

- - Currency exchange rates--The dollar value of the fund's foreign investments
  will be affected by changes in the exchange rates between the dollar and the
  currencies in which those investments are traded.

- - Political and economic conditions--The value of the fund's foreign investments
  may be adversely affected by political and social instability in their home
  countries and by changes in economic or taxation policies in those countries.

- - Regulations--Foreign companies generally are subject to less stringent
  regulations, including financial and accounting controls, than are U.S.
  companies. As a result, there generally is less publicly available information
  about foreign companies than about U.S. companies.

- - Markets--The securities markets of other countries are smaller than U.S.
  securities markets. As a result, many foreign securities may be less liquid
  and more volatile than U.S. securities.

                                        1
<PAGE>   6
                          ---------------------------
                          AIM DEVELOPING MARKETS FUND
                          ---------------------------


  These factors may affect the prices of securities issued by foreign companies
and governments located in developing countries more than those in countries
with mature economies. For example, many developing countries have, in the past,
experienced high rates of inflation or sharply devalued their currencies against
the U.S. dollar, thereby causing the value of investments in companies located
in those countries to decline. Transaction costs are often higher in developing
countries and there may be delays in settlement procedures.


  Sovereign debt securities of developing country governments are generally
lower-quality debt securities. Sovereign debt securities are subject to the
additional risk that, under some political, diplomatic, social or economic
circumstances, some developing countries that issue lower-quality debt
securities may be unable or unwilling to make principal or interest payments as
they come due.

  Compared to higher-quality debt securities, junk bonds involve greater risk of
default or price changes due to changes in the credit quality of the issuer
because they are generally unsecured and may be subordinated to other creditors'
claims. The value of junk bonds often fluctuates in response to company,
political or economic developments and can decline significantly over short
periods of time or during periods of general or regional economic difficulty.
During those times, the bonds could be difficult to value or to sell at a fair
price. Credit ratings on junk bonds do not necessarily reflect their actual
market risk.

  Because it is non-diversified, the fund may invest in fewer issuers than if it
were a diversified fund. The value of the fund's shares may vary more widely,
and the fund may be subject to greater investment and credit risk, than if the
fund invested more broadly.


  An investment in the fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.


                                        2
<PAGE>   7
                          ---------------------------
                          AIM DEVELOPING MARKETS FUND
                          ---------------------------

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

The bar chart and table shown below provide an indication of the risks of
investing in the fund. The fund's past performance is not necessarily an
indication of its future performance.


ANNUAL TOTAL RETURNS
- -------------------------------------------------------------------------------
The following bar chart shows changes in the performance of the fund's Class A
shares from year to year. The bar chart does not reflect sales loads. If it did,
the annual total returns shown would be lower.

                                    [GRAPH]


<TABLE>
<CAPTION>
                                                                Annual
Year Ended                                                      Total
December 31                                                     Returns
- -----------                                                     -------
<S>                                                              <C>
1995 ..........................................................  -0.95%
1996 ..........................................................  23.59%
1997 ..........................................................  -8.49%
1998 .......................................................... -35.32%
1999 ..........................................................  61.50%
</TABLE>



  During the periods shown in the bar chart, the highest quarterly return was
30.56% (quarter ended December 31, 1999) and the lowest quarterly return was
- -27.81% (quarter ended September 30, 1998).


PERFORMANCE TABLE

The following performance table compares the fund's performance to that of a
broad-based securities market index. The fund's performance reflects payment of
sales loads.


<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------------
(for the periods ended                                          SINCE       INCEPTION
December 31, 1999)                        1 YEAR    5 YEARS    INCEPTION      DATE
- --------------------------------------------------------------------------------------
<S>                                       <C>       <C>        <C>          <C>
Class A                                    53.89%     2.20%       (0.72)%     1/11/94
Class B                                    55.57        --        (1.31)      11/3/97
Class C                                       --        --           --      03/01/99
MSCI Emerging Markets Free Index(1)        66.41      2.00         0.38(2)   12/31/93(2)
- --------------------------------------------------------------------------------------
</TABLE>


(1) The Morgan Stanley Capital International Emerging Markets Free Index
    measures the performance of securities listed on the exchanges of 26
    countries. The index excludes shares that are not readily purchased by
    non-local investors.
(2) The average annual total return given is since the date closest to the
    inception date of the class with the longest performance history.

                                        3
<PAGE>   8
                          ---------------------------
                          AIM DEVELOPING MARKETS FUND
                          ---------------------------

FEE TABLE AND EXPENSE EXAMPLE
- --------------------------------------------------------------------------------

FEE TABLE

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund:


<TABLE>
<CAPTION>
SHAREHOLDER FEES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(fees paid directly from
your investment)                CLASS A   CLASS B   CLASS C
- -----------------------------------------------------------
<S>                             <C>       <C>       <C>
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of
offering price)                 4.75%      None     None

Maximum Deferred
Sales Charge (Load)
(as a percentage of
original purchase
price or redemption
proceeds, whichever is less)    None(1)    5.00%    1.00%

Redemption Fee
(as a percentage of
amount redeemed,
if applicable)                  None(2)    None     None
- -----------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(expenses that are
deducted from fund
assets)                         CLASS A   CLASS B   CLASS C
- -----------------------------------------------------------
<S>                             <C>       <C>       <C>
Management Fees                 0.98%     0.98%     0.98%

Distribution and/or
Service (12b-1) Fees            0.36      1.00      1.00

Other Expenses
  Other                         1.03      0.99      0.99
  Interest                      0.01      0.01      0.01

Total Other Expenses            1.04      1.00      1.00

Total Annual Fund
Operating Expenses              2.38      2.98      2.98

Expense
  Reimbursement(2)              0.47      0.47      0.47

Net Expenses                    1.91      2.51      2.51
- -----------------------------------------------------------
</TABLE>



(1) If you buy $1,000,000 or more of Class A shares and redeem these shares
    within 18 months from the date of purchase, you may pay a 1% contingent
    deferred sales charge (CDSC) at the time of redemption.

(2) Shares received as a result of the reorganization of AIM Eastern Europe Fund
    into AIM Developing Markets Fund will be subject to a 2% redemption fee if
    they are redeemed or exchanged before September 10, 2000.



(3) The investment advisor has contractually agreed to limit Total Annual Fund
    Operating Expenses (excluding interest, taxes, brokerage commissions and
    extraordinary expenses) on Class A, Class B and Class C shares to 2.00%,
    2.50% and 2.50%, respectively.


As a result of 12b-1 fees, long-term shareholders in the fund may pay more than
the maximum permitted initial sales charge.

EXPENSE EXAMPLE

This example is intended to help you compare the costs of investing in different
classes of the fund with the cost of investing in other mutual funds.

  The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's gross operating expenses remain the same. To the extent fees are waived,
the expenses will be lower. Although your actual returns and costs may be higher
or lower, based on these assumptions your costs would be:


<TABLE>
<CAPTION>
         1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class A   $705    $1,182    $1,685     $3,062
Class B    801     1,221     1,767      3,159
Class C    401       921     1,567      3,299
- ----------------------------------------------
</TABLE>



You would pay the following expenses if you did not redeem your shares:

<TABLE>
<CAPTION>
         1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class A   $705    $1,182    $1,685     $3,062
Class B    301       921     1,567      3,159
Class C    301       921     1,567      3,299
- ----------------------------------------------
</TABLE>


                                        4
<PAGE>   9
                          ---------------------------
                          AIM DEVELOPING MARKETS FUND
                          ---------------------------

FUND MANAGEMENT
- --------------------------------------------------------------------------------

THE ADVISORS

A I M Advisors, Inc. (the advisor) serves as the fund's investment advisor.
INVESCO Asset Management Limited (the subadvisor), an affiliate of the advisor,
is the fund's subadvisor and is responsible for its day-to-day management. The
advisor is located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.
The subadvisor is located at 11 Devonshire Square, London, EC2M 4YR, England.
The advisors supervise all aspects of the fund's operations and provide
investment advisory services to the fund, including obtaining and evaluating
economic, statistical and financial information to formulate and implement
investment programs for the fund.


  The advisor has acted as an investment advisor since its organization in 1976,
and the subadvisor has acted as an investment advisor since 1967. Today, the
advisor, together with its subsidiaries, advises or manages over 120 investment
portfolios, including the fund, encompassing a broad range of investment
objectives.



ADVISOR COMPENSATION

During the fiscal year ended October 31, 1999, the advisor received compensation
of 0.51% of average daily net assets.


PORTFOLIO MANAGERS

The advisors use a team approach to investment management. The individual
members of the team who are primarily responsible for the day-to-day management
of the fund's portfolio are


- - William Barron, Portfolio Manager, who has been responsible for the fund since
  1999 and has been associated with the advisor and/or its affiliates since
  1995.



- - John Cleary, Portfolio Manager, who has been responsible for the fund since
  1999 and has been associated with the advisor and/or its affiliates since
  1998. From 1997 to 1998, he was Manager of a global markets fixed income fund
  for West Merchant Bank Ltd. From 1993 to 1996, he was a portfolio manager for
  Fischer Francis Trees and Watts. Mr. Cleary completed the investment
  management program at the London Business School in 1996.



- - Christine Rowley, Portfolio Manager, who has been responsible for the fund
  since 1999 and has been associated with the advisor and/or its affiliates
  since 1991.


OTHER INFORMATION
- --------------------------------------------------------------------------------

SALES CHARGES

Purchases of Class A shares of AIM Developing Markets Fund are subject to the
maximum of 4.75% initial sales charge as listed under the heading "CATEGORY II
Initial Sales Charges" in the "Shareholder Information--Choosing a Share Class"
section of this prospectus. Purchases of Class B and Class C shares are subject
to the contingent deferred sales charges listed in that section.

DIVIDENDS AND DISTRIBUTIONS

The fund expects that its distributions will consist primarily of income.


DIVIDENDS
The fund generally declares and pays dividends, if any, annually.

CAPITAL GAINS DISTRIBUTIONS

The fund generally distributes long-term and short-term capital gains, if any,
annually.


                                        5
<PAGE>   10
                          ---------------------------
                          AIM DEVELOPING MARKETS FUND
                          ---------------------------

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the fund's
financial performance. Certain information reflects financial results for a
single fund share.

  The total returns in the table represent the rate that an investor would have
earned (or lost) on an investment in the fund (assuming reinvestment of all
dividends and distributions).


  This information has been audited by PricewaterhouseCoopers LLP, whose report,
along with the fund's financial statements, is included in the fund's annual
report, which is available upon request.



<TABLE>
<CAPTION>
                                                                                   CLASS A(a)
                                                  -----------------------------------------------------------------------------
                                                     YEAR          YEAR       TEN MONTHS                          JANUARY 11,
                                                     ENDED         ENDED         ENDED          YEAR ENDED             TO
                                                  OCTOBER 31,   OCTOBER 31,   OCTOBER 31,      DECEMBER 31,       DECEMBER 31,
                                                    1999(a)       1998(a)       1997(b)       1996       1995         1994
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>           <C>           <C>           <C>        <C>        <C>
Net asset value, beginning of period               $   7.53       $ 12.56      $  13.84     $  11.60   $  12.44     $  15.00
Income from investment operations:
  Net investment income                                0.06          0.39(c)(d)    0.25         0.53       0.72         0.35
  Net realized and unrealized gain (loss) on
    investments                                        2.36         (5.10)        (1.53)        2.19      (0.84)       (2.46)
    Net increase (decrease) from investment
      operations                                       2.42         (4.71)        (1.28)        2.72      (0.12)       (2.11)
  Redemption fees retained                             0.03          0.28         --           --         --           --
Distributions to shareholders:
  From net investment income                          (0.12)        (0.60)        --           (0.48)     (0.72)       (0.35)
  From net realized gain on investments               --            --            --           --         --           (0.10)
    Total distributions                               (0.12)        (0.60)        --           (0.48)     (0.72)       (0.45)
Net asset value, end of period                     $   9.86       $  7.53      $  12.56     $  13.84   $  11.60     $  12.44
Total return(e)                                       33.11%       (37.09)%       (9.25)%      23.59%     (0.95)%     (14.07)%
- -------------------------------------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- -------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)                $157,198       $87,517      $457,379     $504,012   $422,348     $452,872
Ratio of net investment income to average net
  assets:
  With fee waivers                                     0.68%(f)      3.84%         2.03%(g)     4.07%      6.33%        2.75%(g)
  Without fee waivers                                  0.21%(f)      3.43%         1.95%(g)     4.04%      6.30%        2.75%(g)
Ratio of expenses to average net assets
  excluding interest expense:
  With fee waivers                                     1.90%(f)      1.73%         1.75%(g)     1.82%      1.77%        2.01%(g)
  Without fee waivers                                  2.37%(f)      2.14%         1.83%(g)     1.85%      1.80%        2.01%(g)
Ratio of interest expense to average net assets        0.01%         0.20%         N/A          N/A        N/A          N/A
Portfolio turnover rate                                 125%          111%          184%(g)      138%        75%          56%(g)
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>



(a) These selected per share data were calculated based upon the average shares
    outstanding during the period.
(b) Prior to November 1, 1997 the Fund was known as G.T. Developing Markets
    Fund, Inc. All capital shares issued and outstanding on October 31, 1997
    were reclassified as Class A shares.
(c) Before reimbursement the net investment income per share would have been
    reduced by $0.04.
(d) Net investment income per share reflects an interest payment received from
    the conversion of Vnesheconombank loan agreements of $0.14 per share.
(e) Total return does not include sales charges and is not annualized for
    periods less than one year.
(f) Ratios are based on average net assets of $123,758,642.
(g) Annualized.

N/A Not applicable.

                                        6
<PAGE>   11
                          ---------------------------
                          AIM DEVELOPING MARKETS FUND
                          ---------------------------

FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                  CLASS B
                                                              ------------------------------------------------
                                                              YEAR ENDED OCTOBER 31,    YEAR ENDED OCTOBER 31,
                                                                     1999(a)                   1998(a)
- --------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                       <C>
Net asset value, beginning of period                                 $  7.49                   $ 12.56
Income from investment operations:
  Net investment income                                                 0.01                      0.31(b)(c)
  Net realized and unrealized gain (loss) on investments                2.37                     (5.07)
    Net increase (decrease) from investment operations                  2.38                     (4.76)
Redemption fees retained                                                  --                      0.28
Distributions to shareholders:
  From net investment income                                           (0.08)                    (0.59)
Net asset value, end of period                                       $  9.79                   $  7.49
Total return (d)                                                       32.14%                   (39.76)%
- --------------------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- --------------------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)                                  $49,723                   $   154
Ratio of net investment income (loss) to average net assets:
  With fee waivers                                                      0.08%(e)                  3.09%
  Without fee waivers                                                  (0.39)%(e)                 2.68%
Ratio of expenses to average net assets excluding interest
  expense:
  With fee waivers                                                      2.50%(e)                  2.48%
  Without fee waivers                                                   2.97%(e)                  2.89%
Ratio of interest expense to average net assets                         0.01%                     0.20%
Portfolio turnover rate                                                  125%                      111%
- --------------------------------------------------------------------------------------------------------------
</TABLE>

(a)These selected per share data were calculated based upon the average shares
   outstanding during the period.
(b)Before reimbursement the net investment income per share would have been
   reduced by $0.04.
(c)Net investment income per share reflects an interest payment received from
   the conversion of Vnesheconombank loan agreements of $0.14 per share.
(d)Total return does not include sales charges and is not annualized for periods
   less than one year.
(e)Ratios are based on average net assets of $35,727,260.


<TABLE>
<CAPTION>
                                                                     CLASS C
                                                              ----------------------
                                                                  MARCH 1, 1999
                                                              TO OCTOBER 31, 1999(a)
- ------------------------------------------------------------------------------------
<S>                                                           <C>
Net asset value, beginning of period                                 $  7.47
Income from investment operations:
  Net investment income (loss)                                            --
  Net realized and unrealized gain (loss) on investments                2.32
    Net increase (decrease) from investment operations                  2.32
Redemption fees retained                                                  --
Distributions to shareholders:
  From net investment income                                              --
Net asset value, end of period                                       $  9.79
Total return (b)                                                       31.06%
- ------------------------------------------------------------------------------------
Ratios and supplemental data:
- ------------------------------------------------------------------------------------
Net assets, end of period (in 000s)                                  $   412
Ratio of net investment income (loss) to average net assets:
  With fee waivers                                                      0.08%(c)
  Without fee waivers                                                  (0.39)%(c)
Ratio of expenses to average net assets excluding interest
  expense:
  With fee waivers                                                      2.50%(c)
  Without fee waivers                                                   2.97%(c)
Ratio of interest expense to average net assets                         0.01%
Portfolio turnover rate                                                  125%
- ------------------------------------------------------------------------------------
</TABLE>



(a)These selected per share data were calculated based upon the average shares
   outstanding during the period.
(b)Total return does not include sales charges and is not annualized for periods
   less than one year.
(c)Ratios are annualized and based on average net assets of $208,934.

                                        7
<PAGE>   12
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to
many other mutual funds (the AIM Funds). The following information is about all
the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing
an interest in the same portfolio of investments. When choosing a share class,
you should consider the factors below:

<TABLE>
<CAPTION>
CLASS A                              CLASS B                              CLASS C
- ---------------------------------------------------------------------------------------------------------
<S>                                  <C>                                  <C>
- - Initial sales charge               - No initial sales charge            - No initial sales charge

- - Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain purchases         charge on redemptions within         charge on redemptions within
                                       six years                            one year

- - Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares         - Does not convert to Class A
                                       after eight years along with a       shares
                                       pro rata portion of its
                                       reinvested dividends and
                                       distributions(1)

- - Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors
</TABLE>

      (1) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve
          Shares.

          AIM Global Trends Fund: If you held Class B shares on May 29,
          1998 and continue to hold them, those shares will convert to
          Class A shares of that fund seven years after your date of
          purchase. If you exchange those shares for Class B shares of
          another AIM Fund, the shares into which you exchanged will
          not convert to Class A shares until eight years after your
          date of purchase of the original shares.

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

DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans
that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc.
(the distributor) for the sale and distribution of its shares and fees for
services provided to shareholders, all or a substantial portion of which are
paid to the dealer of record. Because the AIM Fund pays these fees out of its
assets on an ongoing basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.

SALES CHARGES

Generally, you will not pay a sales charge on purchases or redemptions of Class
A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money
Market Fund. You may be charged a contingent deferred sales charge if you redeem
AIM Cash Reserve Shares of AIM Money Market Fund acquired through certain
exchanges. Sales charges on all other AIM Funds and classes of those Funds are
detailed below. As used below, the term "offering price" with respect to all
categories of Class A shares includes the initial sales charge.

INITIAL SALES CHARGES

The AIM Funds are grouped into three categories with respect to initial sales
charges. The "Other Information" section of your prospectus will tell you in
what category your particular AIM Fund is classified.

<TABLE>
<CAPTION>
             CATEGORY I INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
            Less than $  25,000       5.50%          5.82%
$ 25,000 but less than $  50,000      5.25           5.54
$ 50,000 but less than $ 100,000      4.75           4.99
$100,000 but less than $ 250,000      3.75           3.90
$250,000 but less than $ 500,000      3.00           3.09
$500,000 but less than $1,000,000     2.00           2.04
- -------------------------------------------------------------
</TABLE>


                                      A-1                            MCF--02/00


<PAGE>   13
                                 -------------
                                 THE AIM FUNDS
                                 -------------

<TABLE>
<CAPTION>
CATEGORY II INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                             INVESTOR'S
                                            SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
             Less than $   50,000      4.75%          4.99%
$ 50,000 but less than $  100,000      4.00           4.17
$100,000 but less than $  250,000      3.75           3.90
$250,000 but less than $  500,000      2.50           2.56
$500,000 but less than $1,000,000      2.00           2.04
- -------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
CATEGORY III INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                                <C>              <C>
             Less than $  100,000      1.00%          1.01%
$100,000 but less than $  250,000      0.75           0.76
$250,000 but less than $1,000,000      0.50           0.50
- -------------------------------------------------------------
</TABLE>

CONTINGENT DEFERRED SALES CHARGES FOR CLASS A SHARES

You can purchase $1,000,000 or more of Class A shares at net asset value.
However, if you purchase shares of that amount in Categories I or II, they will
be subject to a contingent deferred sales charge (CDSC) of 1% if you redeem them
prior to 18 months after the date of purchase. The distributor may pay a dealer
concession and/or a service fee for purchases of $1,000,000 or more.

CONTINGENT DEFERRED SALES CHARGES FOR
CLASS B AND CLASS C SHARES

You can purchase Class B and Class C shares at their net asset value per share.
However, when you redeem them, they are subject to a CDSC in the following
percentages:

<TABLE>
<CAPTION>
YEAR SINCE
PURCHASE MADE          CLASS B            CLASS C
- ----------------------------------------------------------
<S>                   <C>                <C>
First                         5%                 1%
Second                        4                None
Third                         3                None
Fourth                        3                None
Fifth                         2                None
Sixth                         1                None
Seventh and following       None               None
- ----------------------------------------------------------
</TABLE>

COMPUTING A CDSC

The CDSC on redemptions of shares is computed based on the lower of their
original purchase price or current market value, net of reinvested dividends and
capital gains distributions. In determining whether to charge a CDSC, we will
assume that you have redeemed shares on which there is no CDSC first and, then,
shares in the order of purchase.

REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS

You may qualify for reduced sales charges or sales charge exceptions. To qualify
for these reductions or exceptions, you or your financial consultant must
provide sufficient information at the time of purchase to verify that your
purchase qualifies for such treatment.

REDUCED SALES CHARGES

You may be eligible to buy Class A shares at reduced initial sales charge rates
under Rights of Accumulation or Letters of Intent under certain circumstances.

Rights of Accumulation

You may combine your new purchases of Class A shares with Class A shares
currently owned for the purpose of qualifying for the lower initial sales charge
rates that apply to larger purchases. The applicable initial sales charge for
the new purchase is based on the total of your current purchase and the current
value of all Class A shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount
of Class A shares of AIM Funds during a 13-month period. The amount you agree to
purchase determines the initial sales charge you pay. If the full face amount of
the LOI is not invested by the end of the 13-month period, your account will be
adjusted to the higher initial sales charge level for the amount actually
invested.

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- - on shares purchased by reinvesting dividends and distributions;

- - when exchanging shares among certain AIM Funds;

- - when using the reinstatement privilege; and

- - when a merger, consolidation, or acquisition of assets of an AIM Fund occurs.

CONTINGENT DEFERRED SALES CHARGE (CDSC) EXCEPTIONS

You will not pay a CDSC

- - if you redeem Class B shares you held for more than six years;

- - if you redeem Class C shares you held for more than one year;

- - if you redeem shares acquired through reinvestment of dividends and
  distributions; and

- - on increases in the net asset value of your shares.

There may be other situations when you may be able to purchase or redeem shares
at reduced or without sales charges. Consult the fund's Statement of Additional
Information for details.


MCF--02/00                            A-2


<PAGE>   14
                                 -------------
                                 THE AIM FUNDS
                                 -------------


PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Mid
Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

<TABLE>
<CAPTION>
                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
- ----------------------------------------------------------------------------------------------------------------
<S>                                              <C>                                         <C>
Savings Plans (money-purchase/profit sharing     $ 0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)
Automatic Investment Plans                        50                                                 50
IRA, Education IRA or Roth IRA                   250                                                 50
All other accounts                               500                                                 50
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

HOW TO PURCHASE SHARES

You may purchase shares using one of the options below.

PURCHASE OPTIONS


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
- ----------------------------------------------------------------------------------------------------------
<S>                             <C>                                    <C>
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and purchase payment to the            slip from your confirmation
                                transfer agent,                        statement to the transfer agent.
                                A I M Fund Services, Inc.,
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By AIM Bank Connection(SM)      Open your account using one of the     Mail completed AIM Bank Connection
                                methods described above.               form to the transfer agent. Once
                                                                       the transfer agent has received the
                                                                       form, call the transfer agent to
                                                                       place your purchase order.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. The
                                                                       maximum purchase amount per
                                                                       transaction is $100,000. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
- ----------------------------------------------------------------------------------------------------------
</TABLE>


                                      A-3                            MCF--02/00


<PAGE>   15
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing
the AIM Fund to withdraw the amount of your investment from your bank account on
a day or dates you specify and in an amount of at least $50. You may stop the
Automatic Investment Plan at any time by giving the transfer agent notice ten
days prior to your next scheduled withdrawal.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic monthly or quarterly
exchanges, if permitted, from one AIM Fund account to one or more other AIM Fund
accounts with the identical registration. The account from which exchanges are
to be made must have a minimum balance of $5,000 before you can use this option.
Exchanges will occur on (or about) the 10th or 25th day of the month, whichever
you specify, in the amount you specify. The minimum amount you can exchange to
another AIM Fund is $50.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any
AIM Fund at net asset value. Unless you specify otherwise, your dividends and
distributions will automatically be reinvested in the same AIM Fund. You may
invest your dividends and distributions (1) into another AIM Fund in the same
class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM
Money Market Fund, or vice versa.

  You must comply with the following requirements to be eligible to invest your
dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at
    least $5,000; or (b) in the AIM Fund receiving the dividend must be at least
    $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into
    another AIM Fund.

PORTFOLIO REBALANCING PROGRAM

If you have at least $5,000 in your account, you may participate in the
Portfolio Rebalancing Program. Under this Program, you can designate how the
total value of your AIM Fund holdings should be rebalanced, on a percentage
basis, between two and ten of your AIM Funds on a quarterly, semiannual or
annual basis. Your portfolio will be rebalanced through the exchange of shares
in one or more of your AIM Funds for shares of the same class of one or more
other AIM Funds in your portfolio. If you wish to participate in the Program,
make changes or cancel the Program, the transfer agent must receive your request
to participate, changes, or cancellation in good order at least five business
days prior to the next rebalancing date, which is normally the 28th day of the
last month of the period you choose. You may realize taxable gains from these
exchanges. We may modify, suspend or terminate the Program at any time on 60
days' prior written notice.

RETIREMENT PLANS

Shares of most of the AIM Funds can be purchased through tax-sheltered
retirement plans made available to corporations, individuals and employees of
non-profit organizations and public schools. A plan document must be adopted to
establish a retirement plan. You may use AIM Funds-sponsored retirement plans,
which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans,
SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or
another sponsor's retirement plan. The plan custodian of the AIM Funds-sponsored
retirement plan assesses an annual maintenance fee of $10. Contact your
financial consultant for details.

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. However, if
you acquired Class A shares of AIM Developing Markets Fund in connection with
the reorganization of AIM Eastern Europe Fund, you will be charged a redemption
fee of 2% of the net asset value of those shares, which will be paid to AIM
Developing Markets Fund, if you redeem your shares within the first year after
the reorganization. Your broker or financial consultant may charge service fees
for handling redemption transactions. Your shares also may be subject to a
contingent deferred sales charge (CDSC).

REDEMPTION OF AIM CASH RESERVE SHARES OF
AIM MONEY MARKET FUND ACQUIRED BY EXCHANGE

If you redeem AIM Cash Reserve Shares acquired by exchange from Class A shares
subject to a CDSC within 18 months of the purchase of the Class A shares, you
will be charged a CDSC.

REDEMPTION OF CLASS B SHARES OR CLASS C
SHARES ACQUIRED BY EXCHANGE FROM AIM CASH
RESERVE SHARES OF AIM MONEY MARKET FUND

We will begin the holding period for purposes of calculating the CDSC on Class B
shares or Class C shares acquired by exchange from AIM Cash Reserve Shares of
AIM Money Market Fund at the time of the exchange into Class B shares or Class C
shares.

REDEMPTION OF CLASS B SHARES ACQUIRED BY
EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM
Floating Rate Fund, the early withdrawal charge applicable to shares of AIM
Floating Rate Fund will be applied instead of the CDSC normally applicable to
Class B shares.


MCF--02/00                            A-4


<PAGE>   16
                                 -------------
                                 THE AIM FUNDS
                                 -------------

HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

<TABLE>
<S>                           <C>
Through a Financial           Contact your financial consultant.
Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM Fund and your account number; (3) if
                              the transfer agent does not hold your shares, endorsed share
                              certificates or share certificates accompanied by an
                              executed stock power; and (4) signature guarantees, if
                              necessary (see below). The transfer agent may require that
                              you provide additional information, such as corporate
                              resolutions or powers of attorney, if applicable. If you are
                              redeeming from an IRA account, you must include a statement
                              of whether or not you are at least 59 1/2 years old and
                              whether you wish to have federal income tax withheld from
                              your proceeds. The transfer agent may require certain other
                              information before you can redeem from an employer-sponsored
                              retirement plan. Contact your employer for details.

By Telephone                  Call the transfer agent. You will be allowed to redeem by
                              telephone if (1) the proceeds are to be mailed to the
                              address on record (if there has been no change communicated
                              to us within the last 30 days) or transferred electronically
                              to a pre-authorized checking account; (2) you do not hold
                              physical share certificates; (3) you can provide proper
                              identification information; (4) the proceeds of the
                              redemption do not exceed $50,000; and (5) you have not
                              previously declined the telephone redemption privilege.
                              Certain accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. The transfer agent
                              must receive your call during the hours of the customary
                              trading session of the New York Stock Exchange (NYSE) in
                              order to effect the redemption at that day's closing price.

By AIM Internet Connect       Place your redemption request at www.aimfunds.com. You will
                              be allowed to redeem by internet if (1) you do not hold
                              physical share certificates; (2) you can provide proper
                              identification information; (3) the proceeds of the
                              redemption do not exceed $50,000; and (4) you have
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. The
                              transfer agent must confirm your transaction during the
                              hours of the customary trading session of the NYSE in order
                              to effect the redemption at that day's closing price.
</TABLE>

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

TIMING AND METHOD OF PAYMENT

We normally will send out checks within one business day, and in any event no
more than seven days, after we accept your request to redeem. If you redeem
shares recently purchased by check, you will be required to wait up to ten
business days before we will send your redemption proceeds. This delay is
necessary to ensure that the purchase check has cleared.

REDEMPTION BY MAIL

If you mail us a request in good order to redeem your shares, we will mail you a
check in the amount of the redemption proceeds to the address on record with us.
If your request is not in good order, you may have to provide us with additional
documentation in order to redeem your shares.

REDEMPTION BY TELEPHONE

If you redeem by telephone, we will mail you a check in the amount of the
redemption proceeds to your address of record (if there has been no change
communicated to the transfer agent within the previous 30 days) or transmit them
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by telephone are genuine and are not
liable for telephone instructions that are reasonably believed to be genuine.

REDEMPTION BY INTERNET

If you redeem by internet, we will transmit your redemption proceeds
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by internet are genuine and are not
liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

You may arrange for regular monthly or quarterly withdrawals from your account
of at least $50. You also may make annual withdrawals if you own Class A shares.
We will redeem enough shares from your account to cover the amount withdrawn.
You must have an account balance of at least $5,000 to establish a Systematic
Withdrawal Plan. You can stop this plan at any time by giving ten days prior
notice to the transfer agent.

EXPEDITED REDEMPTIONS

(AIM Cash Reserve Shares of AIM Money Market Fund only)

If we receive your redemption order before 11:30 a.m. Eastern Time, we will try
to transmit payment of redemption proceeds on that same day. If we receive your
redemption order after 11:30 a.m. Eastern Time and before the close of the
customary trading session of the NYSE, we generally will transmit payment on the
next business day.


                                      A-5                            MCF--02/00


<PAGE>   17
                                 -------------
                                 THE AIM FUNDS
                                 -------------

REDEMPTIONS BY CHECK

(Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM
Money Market Fund only)

You may redeem shares of these AIM Funds by writing checks in amounts of $250 or
more if you have completed an authorization form. Redemption by check is not
available for retirement accounts.

SIGNATURE GUARANTEES

We require a signature guarantee when you redeem by mail and

(1) the amount is greater than $50,000;

(2) you request that payment be made to someone other than the name registered
    on the account;

(3) you request that payment be sent somewhere other than the bank of record on
    the account; or

(4) you request that payment be sent to a new address or an address that changed
    in the last 30 days.

The transfer agent will accept a guarantee of your signature by a number of
financial institutions. Call the transfer agent for additional information. Some
institutions have transaction amount maximums for these guarantees. Please check
with the guarantor institution.

REINSTATEMENT PRIVILEGE (Class A shares only)

You may, within 90 days after you sell Class A shares (except Class A shares of
AIM Tax-Exempt Cash Fund), reinvest all or part of your redemption proceeds in
Class A shares of any AIM Fund at net asset value in an identically registered
account. If you sold Class A shares of AIM Limited Maturity Treasury Fund or AIM
Tax-Free Intermediate Fund, you will incur an initial sales charge reflecting
the difference between the initial sales charges on those Funds and the ones in
which you will be investing. In addition, if you paid a contingent deferred
sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC
if you later redeem that amount. You must notify the transfer agent in writing
at the time you reinstate that you are exercising your reinstatement privilege.
You may exercise this privilege only once per year.

REDEMPTIONS BY THE AIM FUNDS

If your account has been open at least one year, you have not made an additional
purchase in the account during the past six calendar months, and the value of
your account falls below $500 for three consecutive months due to redemptions or
exchanges (excluding retirement accounts), the AIM Funds have the right to
redeem the account after giving you 60 days' prior written notice. You may avoid
having your account redeemed during the notice period by bringing the account
value up to $500 or by utilizing the Automatic Investment Plan.
  If an AIM Fund determines that you have not provided a correct Social Security
or other tax ID number on your account application, the AIM Fund may, at its
discretion, redeem the account and distribute the proceeds to you.

EXCHANGING SHARES

You may, under certain circumstances, exchange shares in one AIM Fund for those
of another AIM Fund. Before requesting an exchange, review the prospectus of the
AIM Fund you wish to acquire. Exchange privileges also apply to holders of the
Connecticut General Guaranteed Account, established for tax-qualified group
annuities, for contracts purchased on or before June 30, 1992.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the
same class of another AIM Fund. You may exchange AIM Cash Reserve Shares of AIM
Money Market Fund for Class A shares of another AIM Fund, or vice versa. You
also may exchange AIM Cash Reserve Shares of AIM Money Market Fund for Class B
shares or Class C shares of another AIM Fund, but only if the AIM Cash Reserve
Shares were purchased directly and not acquired by exchange. You may be required
to pay an initial sales charge when exchanging from a Fund with a lower initial
sales charge than the one into which you are exchanging. If you exchange from
Class A shares not subject to a CDSC into Class A shares subject to those
charges, you will be charged a CDSC when you redeem the exchanged shares. The
CDSC charged on redemption of those shares will be calculated starting on the
date you acquired those shares through exchange.



YOU WILL NOT PAY A SALES CHARGE WHEN EXCHANGING:

(1) Class A shares with an initial sales charge (except for Class A shares of
    AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for
    Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money
    Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
    Intermediate Fund for

    (a) one another;

    (b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of
        AIM Tax-Exempt Cash Fund; or

    (c) Class A shares of another AIM Fund, but only if

       (i)  you acquired the original shares before May 1, 1994; or

       (ii) you acquired the original shares on or after May 1, 1994 by way of
            an exchange from shares with higher sales charges;

(3) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM
    Tax-Exempt Cash Fund for

    (a) one another;

    (b) Class A shares of an AIM Fund subject to an initial sales charge (except
        for Class A shares of AIM Limited


MCF--02/00                            A-6


<PAGE>   18
                                 -------------
                                 THE AIM FUNDS
                                 -------------

        Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), but only if
        you acquired the original shares

       (i)  prior to May 1, 1994 by exchange from Class A shares subject to an
            initial sales charge;

       (ii) on or after May 1, 1994 by exchange from Class A shares subject to
            an initial sales charge (except for Class A shares of AIM Limited
            Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

    (c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
        Intermediate Fund, but only if you acquired the original shares by
        exchange from Class A shares subject to an initial sales charge; or

(4) Class B shares for other Class B shares, and Class C shares for other Class
    C shares.

(5) AIM Cash Reserve Shares of AIM Money Market Fund for Class B shares and
    Class C shares.

EXCHANGES NOT PERMITTED

You may not exchange Class A shares subject to contingent deferred sales charges
for Class A shares of AIM Limited Maturity Treasury Fund, AIM Tax-Free
Intermediate Fund or AIM Tax-Exempt Cash Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- - You must meet the minimum purchase requirements for the AIM Fund into which
  you are exchanging;

- - Shares of the AIM Fund you wish to acquire must be available for sale in your
  state of residence;

- - Exchanges must be made between accounts with identical registration
  information;

- - The account you wish to exchange from must have a certified tax identification
  number (or the Fund has received an appropriate Form W-8 or W-9);

- - Shares must have been held for at least one day prior to the exchange;

- - If you have physical share certificates, you must return them to the transfer
  agent prior to the exchange; and

- - You are limited to a maximum of 10 exchanges per calendar year, because
  excessive short-term trading or market-timing activity can hurt fund
  performance. If you exceed that limit, or if an AIM Fund or the distributor
  determines, in its sole discretion, that your short-term trading is excessive
  or that you are engaging in market-timing activity, it may reject any
  additional exchange orders. An exchange is the movement out of (redemption)
  one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM Fund may delay the purchase of shares
being acquired in an exchange for up to five business days if it determines that
it would be materially disadvantaged by the immediate transfer of exchange
proceeds. There is no fee for exchanges. The exchange privilege is not an option
or right to purchase shares. Any of the participating AIM Funds or the
distributor may modify or discontinue this privilege at any time.

BY MAIL

If you wish to make an exchange by mail, you must include original signatures of
each registered owner exactly as the shares are registered, the account
registration and account number, the dollar amount or number of shares to be
exchanged and the names of the AIM Funds from which and into which the exchange
is to be made.

BY TELEPHONE

Conditions that apply to exchanges by telephone are the same as redemptions by
telephone, including that the transfer agent must receive exchange requests
during the hours of the customary trading session of the NYSE; however, you
still will be allowed to exchange by telephone even if you have changed your
address of record within the preceding 30 days.

BY INTERNET

You will be allowed to exchange by internet if (1) you do not hold physical
share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time
you held the original shares will be added to the holding period of the Class B
or Class C shares, respectively, into which you exchanged for the purpose of
calculating contingent deferred sales charges (CDSC) if you later redeem the
exchanged shares. If you redeem Class B shares acquired by exchange via a tender
offer by AIM Floating Rate Fund, you will be credited with the time period you
held the shares of AIM Floating Rate Fund for the purpose of computing the early
withdrawal charge applicable to those shares.

- --------------------------------------------------------------------------------
 EACH AIM FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO:

 - REJECT OR CANCEL ANY PART OF ANY PURCHASE OR EXCHANGE ORDER;

 - MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY AIM FUND;

 - REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND
   SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

 - WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.
- --------------------------------------------------------------------------------


                                      A-7                            MCF--02/00


<PAGE>   19
                                 -------------
                                 THE AIM FUNDS
                                 -------------

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The
AIM Funds value portfolio securities for which market quotations are readily
available at market value. The AIM Funds value short-term investments maturing
within 60 days at amortized cost, which approximates market value. AIM Money
Market Fund and AIM Tax-Exempt Cash Fund value all of their securities at
amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund, AIM
Tax-Exempt Bond Fund of Connecticut and AIM Tax-Free Intermediate Fund value
variable rate securities that have an unconditional demand or put feature
exercisable within seven days or less at par, which reflects the market value of
such securities.


  The AIM Funds value all other securities and assets at their fair value.
Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day. In addition, if,
between the time trading ends on a particular security and the close of the
customary trading session of the NYSE, events occur that materially affect the
value of the security, the AIM Funds may value the security at its fair value as
determined in good faith by or under the supervision of the Board of Directors
or Trustees of the AIM Fund. The effect of using fair value pricing is that an
AIM Fund's net asset value will be subject to the judgment of the Board of
Directors or Trustees or its designee instead of being determined by the market.
Because some of the AIM Funds may invest in securities that are primarily listed
on foreign exchanges, the value of those funds' assets may change on days when
you will not be able to purchase or redeem fund shares.


  Each AIM Fund determines the net asset value of its shares as of the close of
the customary trading session of the NYSE on each day the NYSE is open for
business. AIM Money Market Fund also determines its net asset value as of 12:00
noon Eastern Time on each day the NYSE is open for business.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary
trading session of the NYSE. The AIM Funds price purchase, exchange and
redemption orders at the net asset value calculated after the transfer agent
receives an order in good form. An AIM Fund may postpone the right of redemption
only under unusual circumstances, as allowed by the Securities and Exchange
Commission, such as when the NYSE restricts or suspends trading.

TAXES

In general, dividends and distributions you receive are taxable as ordinary
income or long-term capital gains for federal income tax purposes, whether you
reinvest them in additional shares or take them in cash. Distributions are
taxable to you at different rates depending on the length of time the fund holds
its assets. Different tax rates apply to ordinary income and long-term capital
gain distributions, regardless of how long you have held your shares. Every
year, you will be sent information showing the amount of dividends and
distributions you received from each AIM Fund during the prior year.

  Any long-term or short-term capital gains realized from redemptions of AIM
Fund shares will be subject to federal income tax. Exchanges of shares for
shares of another AIM Fund are treated as a sale, and any gain realized on the
transaction will generally be subject to federal income tax.

  INVESTORS IN TAX-EXEMPT FUNDS SHOULD READ THE INFORMATION UNDER THE HEADING
"OTHER INFORMATION -- SPECIAL TAX INFORMATION REGARDING THE FUND" IN THIS
PROSPECTUS.

  The foreign, state and local tax consequences of investing in AIM Fund shares
may differ materially from the federal income tax consequences described above.
You should consult your tax advisor before investing.


MCF--02/00                            A- 8


<PAGE>   20
                          ---------------------------
                          AIM DEVELOPING MARKETS FUND
                          ---------------------------

OBTAINING ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

More information may be obtained free of charge upon request. The Statement of
Additional Information (SAI), a current version of which is on file with the
Securities and Exchange Commission (SEC), contains more details about the fund
and is incorporated by reference into the prospectus (is legally a part of this
prospectus). Annual and semiannual reports to shareholders contain additional
information about the fund's investments. The fund's annual report also
discusses the market conditions and investment strategies that significantly
affected the fund's performance during its last fiscal year.

  If you have questions about this fund, another fund in The AIM Family of Funds
- --Registered Trademark-- or your account, or wish to obtain free copies of the
fund's current SAI or annual or semiannual reports, please contact us

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

<TABLE>
<S>                          <C>
BY MAIL:                     A I M Fund Services, Inc.
                             P.O. Box 4739
                             Houston, TX 77210-4739

BY TELEPHONE:                (800) 347-4246

BY E-MAIL:                   [email protected]

ON THE INTERNET:             http://www.aimfunds.com
                             (prospectuses and annual
                             and semiannual reports
                             only)
</TABLE>

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

You also can review and obtain copies of the fund's SAI, reports and other
information at the SEC's Public Reference Room in Washington, DC; on the EDGAR
database on the SEC's Internet website (http://www.sec.gov); or, after paying a
duplication fee, by sending a letter to the SEC's Public Reference Section,
Washington, DC 20549-0102 or by sending an electronic mail request to
[email protected]. Please call the SEC at 1-202-942-8090 for information about
the Public Reference Room.

- ------------------------------------
 AIM Developing Markets Fund
 SEC 1940 Act file number: 811-05426
- ------------------------------------

[AIM LOGO APPEARS HERE]   www.aimfunds.com   DVM-PRO-1   INVEST WITH DISCIPLINE
                                                        --REGISTERED TRADEMARK--
<PAGE>   21
      AIM EMERGING MARKETS
      DEBT FUND
 ------------------------------------------------------------------------------
      AIM Emerging Markets Debt Fund primarily seeks high current income and,
      secondarily, growth of capital.

      PROSPECTUS                                  AIM  --Registered Trademark--

      FEBRUARY 28, 2000


                                     This Prospectus contains important
                                     information about the Class A, B and C
                                     shares of the fund. Please read it
                                     before investing and keep it for
                                     future reference.

                                     As with all other mutual fund
                                     securities, the Securities and
                                     Exchange Commission has not approved
                                     or disapproved these securities or
                                     determined whether the information
                                     in this prospectus is adequate or
                                     accurate. Anyone who tells you
                                     otherwise is committing a crime.


                                     An investment in the fund:
                                        - is not FDIC insured;
                                        - may lose value; and
                                        - is not guaranteed by a bank.


      [AIM LOGO APPEARS HERE]                             INVEST WITH DISCIPLINE
                                                        --Registered Trademark--
<PAGE>   22
                         ------------------------------
                         AIM EMERGING MARKETS DEBT FUND
                         ------------------------------

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S>                                      <C>
INVESTMENT OBJECTIVES AND STRATEGIES         1
- - - - - - - - - - - - - - - - - - - - - - - - -

PRINCIPAL RISKS OF INVESTING IN THE FUND     1
- - - - - - - - - - - - - - - - - - - - - - - - -

PERFORMANCE INFORMATION                      3
- - - - - - - - - - - - - - - - - - - - - - - - -

Annual Total Returns                         3

Performance Table                            3

FEE TABLE AND EXPENSE EXAMPLE                4
- - - - - - - - - - - - - - - - - - - - - - - - -

Fee Table                                    4

Expense Example                              4

FUND MANAGEMENT                              5
- - - - - - - - - - - - - - - - - - - - - - - - -

The Advisors                                 5

Advisor Compensation                         5

Portfolio Managers                           5

OTHER INFORMATION                            5
- - - - - - - - - - - - - - - - - - - - - - - - -

Sales Charges                                5

Dividends and Distributions                  5

FINANCIAL HIGHLIGHTS                         6
- - - - - - - - - - - - - - - - - - - - - - - - -

SHAREHOLDER INFORMATION                    A-1
- - - - - - - - - - - - - - - - - - - - - - - - -

Choosing a Share Class                     A-1

Purchasing Shares                          A-3

Redeeming Shares                           A-4

Exchanging Shares                          A-6

Pricing of Shares                          A-8

Taxes                                      A-8

OBTAINING ADDITIONAL INFORMATION    Back Cover
- - - - - - - - - - - - - - - - - - - - - - - - -
</TABLE>

The AIM Family of Funds, The AIM Family of Funds and Design (i.e., the AIM
logo), AIM and Design, AIM, AIM LINK, AIM Institutional Funds, aimfunds.com, La
Familia AIM de Fondos, La Familia AIM de Fondos and Design and Invest with
Discipline are registered service marks and AIM Bank Connection, AIM Funds, AIM
Funds and Design, AIM Internet Connect and AIM Investor are service marks of
A I M Management Group Inc.

No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and you should not rely on such other information or
representations.
<PAGE>   23
                         ------------------------------
                         AIM EMERGING MARKETS DEBT FUND
                         ------------------------------

INVESTMENT OBJECTIVES AND STRATEGIES
- --------------------------------------------------------------------------------

The fund's primary investment objective is high current income, and its
secondary investment objective is growth of capital.

  The fund seeks to meet these objectives by investing all of its investable
assets in the Emerging Markets Debt Portfolio (the portfolio). The portfolio, in
turn, normally invests at least 65% of its total assets in debt securities of
issuers located in developing or emerging market countries, i.e., those that are
in the initial stages of their industrial cycles. The portfolio may invest 100%
of its total assets in lower-quality debt securities, i.e., "junk bonds,"
including securities that are in default. The portfolio will invest in (1) debt
securities issued or guaranteed by the governments of developing countries, or
their agencies or instrumentalities; (2) securities issued or guaranteed by the
central banks of emerging market countries; (3) securities issued by other banks
and companies in such countries; and (4) securities denominated in or indexed to
the currencies of developing countries.

  The portfolio will normally invest substantially all of its assets in debt
securities of governmental and corporate issuers in emerging markets. These
securities may consist primarily of "Brady Bonds" and other sovereign debt
securities. Brady Bonds are debt restructurings that provide for the exchange of
cash and loans for newly issued bonds. The portfolio may also invest up to 35%
of its total assets in equity securities of issuers in developing countries;
equity and debt securities of issuers in developed countries, including the
U.S.; and cash and money market instruments.

  The portfolio managers allocate assets among securities of issuers in
countries and in currency denominations where opportunities for meeting the
fund's investment objectives are expected to be the most attractive. The
principal determinants of the emphasis given to various country, geographic, and
industry sectors within the portfolio are fundamental economic strength, credit
quality, and currency and interest rate trends. Further, the portfolio managers
select particular issuers based on additional economic criteria such as yield,
maturity, issue classification, and quality characteristics. Currency
investments are based on economic factors (such as relative inflation, interest
rate levels and trends, growth rate forecasts, balance of payments status, and
economic policies) and on political and technical data. The portfolio managers
consider whether to sell a particular security when any of those factors
materially changes.

  The fund and the portfolio are non-diversified. With respect to 50% of their
assets, they are permitted to invest more than 5% of their assets in the
securities of any one issuer.


  In anticipation of or in response to adverse market conditions, for cash
management purposes or for defensive purposes, the portfolio may temporarily
hold all or a portion of its assets in cash (U.S. dollars, foreign currencies or
multinational currency units), money market instruments, shares of affiliated
money market funds, or high-quality debt securities. As a result, the fund or
the portfolio may not achieve its investment objectives.


  The portfolio may engage in active and frequent trading of portfolio
securities to achieve its investment objective. If the portfolio does trade in
this way, it may incur increased transaction costs, which can lower the actual
return on your investment. Active trading may also increase short-term capital
gains and losses, which may affect the taxes you have to pay.

  If the fund's Board of Trustees determines that it is in the best interests of
the fund and its shareholders, the fund may redeem its investment in the
portfolio.

PRINCIPAL RISKS OF INVESTING IN THE FUND
- --------------------------------------------------------------------------------

There is a risk that you could lose all or a portion of your investment in the
fund and that the income you may receive from your investment may vary. The
value of your investment in the fund will go up and down with the prices of the
securities in which the portfolio invests. Debt securities are particularly
vulnerable to credit risk and interest rate fluctuations. When interest rates
rise, bond prices fall; the longer a bond's duration, the more sensitive it is
to this risk.

  The prices of foreign securities may be further affected by other factors,
including:

- - Currency exchange rates--The dollar value of the fund's foreign investments
  will be affected by changes in the exchange rates between the dollar and the
  currencies in which those investments are traded.

- - Political and economic conditions--The value of the fund's foreign investments
  may be adversely affected by political and social instability in their home
  countries and by changes in economic or taxation policies in those countries.

- - Regulations--Foreign companies generally are subject to less stringent
  regulations, including financial and accounting controls, than are U.S.
  companies. As a result, there generally is less publicly available information
  about emerging market companies than about U.S. companies.

- - Markets--The securities markets of other countries are smaller than U.S.
  securities markets. As a result, many foreign securities may be less liquid
  and more volatile than U.S. securities.


  These factors may affect the prices of securities issued by foreign companies
and governments located in developing or emerging market countries more than
those in countries with mature economies. For example, many developing countries
have, in the past, experienced high rates of inflation or sharply devalued their
currencies against the U.S. dollar, thereby causing the value of investments in
companies located in those countries to decline. Transaction costs are often
higher in


                                        1
<PAGE>   24
                         ------------------------------
                         AIM EMERGING MARKETS DEBT FUND
                         ------------------------------





developing countries and there may be delays in settlement procedures.


  Sovereign debt securities of developing country governments are generally
lower-quality debt securities. Sovereign debt securities are subject to the
additional risk that, under some political, diplomatic, social, or economic
circumstances, some developing countries that issue lower-quality debt
securities may be unable or unwilling to make principal or interest repayments
as they come due.

  Compared to higher-quality debt securities, junk bonds involve greater risk of
default or price changes due to changes in the credit quality of the issuer
because they are generally unsecured and may be subordinated to other creditors'
claims. The value of junk bonds often fluctuates in response to company,
political or economic developments and can decline significantly over short
periods of time or during periods of general or regional economic difficulty.
During those times, the bonds could be difficult to value or to sell at a fair
price. Credit ratings on junk bonds do not necessarily reflect their actual
market risk.

  Because they are non-diversified, the fund and the portfolio may invest in
fewer issuers than if they were diversified funds. Thus, the value of the fund's
shares may vary more widely, and the portfolio may be subject to greater
investment and credit risk, than if the portfolio invested more broadly.


  An investment in the portfolio is not a deposit of a bank and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.


                                        2
<PAGE>   25
                         ------------------------------
                         AIM EMERGING MARKETS DEBT FUND
                         ------------------------------

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

The bar chart and table shown below provide an indication of the risks of
investing in the fund. The fund's past performance is not necessarily an
indication of its future performance.

ANNUAL TOTAL RETURNS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
The following bar chart shows changes in the performance of the fund's Class A
shares from year to year. The bar chart does not reflect sales loads. If it did,
the annual total returns shown would be lower.

                                    [GRAPH]
<TABLE>
<CAPTION>
                                            Annual
Year Ended                                  Total
December 31                                 Return
- -------------                              --------
<S>                                       <S>
1993 ....................................   51.57%
1994 ....................................  -19.24%
1995 ....................................   20.19%
1996 ....................................   36.78%
1997 ....................................   11.89%
1998 ....................................  -28.91%
1999 ....................................  -20.80%
</TABLE>

  During the periods shown in the bar chart, the highest quarterly return was
18.61% (quarter ended June 30, 1995) and the lowest quarterly return was -33.02%
(quarter ended September 30, 1998).

PERFORMANCE TABLE

The following performance table compares the fund's performance to that of a
broad-based securities market index. The fund's performance reflects payment of
sales loads.


<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(for the periods ended                                            SINCE      INCEPTION
December 31, 1999)                            1 YEAR   5 YEARS   INCEPTION     DATE
- --------------------------------------------------------------------------------------
<S>                                           <C>      <C>       <C>         <C>
Class A                                       15.01%     8.51%      9.11%    10/22/92
Class B                                       15.01      8.63       9.15     10/22/92
Class C                                          --        --         --     03/01/99
J.P. Morgan EMBI (Brady)(1)                   21.56     16.54      13.76(2)  10/31/92(2)
- --------------------------------------------------------------------------------------
</TABLE>


(1) The J.P. Morgan Emerging Markets Bond Index (Brady) is a market
    value-weighted average of Brady Bonds from ten emerging bond markets.
(2) The average annual total return given is since the date closest to the
    inception date of the class with the longest performance history.

                                        3
<PAGE>   26
                         ------------------------------
                         AIM EMERGING MARKETS DEBT FUND
                         ------------------------------

FEE TABLE AND EXPENSE EXAMPLE
- --------------------------------------------------------------------------------

FEE TABLE

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund:

<TABLE>
<CAPTION>
SHAREHOLDER FEES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(fees paid directly from
your investment)        CLASS A   CLASS B   CLASS C
- -------------------------------------------------------
<S>                     <C>       <C>       <C>     <C>
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of
offering price)          4.75%     None      None

Maximum Deferred
Sales Charge (Load)
(as a percentage of
original purchase
price or redemption
proceeds, whichever
is less)                 None(1)   5.00%     1.00%
- -------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(expenses that are deducted
from fund assets)(2)    CLASS A   CLASS B   CLASS C
- -------------------------------------------------------
<S>                     <C>       <C>       <C>     <C>
Management Fees           0.98%     0.98%     0.98%

Distribution and/or
Service (12b-1) Fees      0.35      1.00      1.00

Other Expenses            0.46      0.46      0.46

Interest Expenses         0.13      0.13      0.13

Total Other Expenses      0.59      0.59      0.59

Total Annual Fund
Operating Expenses        1.92      2.57      2.57

Fees Waived(3)            0.04      0.04      0.04

Net Expenses              1.88      2.53      2.53
- -------------------------------------------------------
</TABLE>


(1) If you buy $1,000,000 or more of Class A shares and redeem these shares
    within 18 months from the date of purchase, you may pay a 1% contingent
    deferred sales charge (CDSC) at the time of redemption.
(2) This fee table, and the expense example below, reflect the expenses of both
    the fund and the portfolio.

(3) The investment advisor has contractually agreed to limit Total Annual Fund
    Operating Expenses (excluding interest, taxes, brokerage commissions and
    extraordinary expenses) on Class A, Class B and Class C shares to 1.75%,
    2.40% and 2.40, respectively.


As a result of 12b-1 fees, long-term shareholders in the fund may pay more than
the maximum permitted initial sales charge.

EXPENSE EXAMPLE

This example is intended to help you compare the costs of investing in different
classes of the fund with the cost of investing in other mutual funds.


  The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. To the extent fees are waived or
expenses reimbursed, your expenses will be lower. Although your actual returns
and costs may be higher or lower, based on these assumptions your costs would
be:



<TABLE>
<CAPTION>
         1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class A   $661    $1,049    $1,462     $2,612
Class B    760     1,099     1,565      2,747
Class C    360       799     1,365      2,905
- ----------------------------------------------
</TABLE>


You would pay the following expenses if you did not redeem your shares:


<TABLE>
<CAPTION>
         1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class A   $661    $1,049    $1,462     $2,612
Class B    260       799     1,365      2,747
Class C    260       799     1,365      2,905
- ----------------------------------------------

</TABLE>


                                        4
<PAGE>   27
                         ------------------------------
                         AIM EMERGING MARKETS DEBT FUND
                         ------------------------------

FUND MANAGEMENT
- --------------------------------------------------------------------------------

THE ADVISORS

A I M Advisors, Inc. (the advisor) serves as the investment advisor of Emerging
Markets Debt Portfolio (the portfolio). INVESCO Asset Management Limited (the
subadvisor), an affiliate of the advisor, is the portfolio's subadvisor and is
responsible for its day-to-day management. The advisor is located at 11 Greenway
Plaza, Suite 100, Houston, Texas 77046-1173. The subadvisor is located at 11
Devonshire Square, London, EC2M 4YR, England. The advisors supervise all aspects
of the portfolio's operations and provide investment advisory services to the
portfolio, including obtaining and evaluating economic, statistical and
financial information to formulate and implement investment programs for the
portfolio.


  The advisor has acted as an investment advisor since its organization in 1976,
and the subadvisor has acted as an investment advisor since 1967. Today, the
advisor, together with its subsidiaries, advises or manages over 120 investment
portfolios, including the portfolio, encompassing a broad range of investment
objectives.


ADVISOR COMPENSATION


During the fiscal year ended October 31, 1999, the advisor received compensation
of 0.94% of average daily net assets.


PORTFOLIO MANAGERS

The advisors use a team approach to investment management. The individual
members of the team who are primarily responsible for the day-to-day management
of the portfolio are


- - John Cleary, Portfolio Manager, who has been responsible for the fund since
  1999 and has been associated with the advisor and/or its affiliates since
  1998. From 1997 to 1998, he was Manager of a global emerging markets fixed
  income fund for West Merchant Bank Ltd. From 1993 to 1996, he was a portfolio
  manager for Fischer Francis Trees and Watts. Mr. Cleary completed the
  investment management program at the London Business School in 1996.



- - Edwin Gutierrez, Portfolio Manager, who has been responsible for the fund
  since 1999 and has been associated with the advisor and/or its affiliates
  since 1998. From 1994 to 1998, he was an economist for Chancellor LGT Asset
  Management.



- - Jonathan Mann, Portfolio Manager, who has been responsible for the fund since
  1999 and has been associated with the advisor and/or its affiliates since
  1998. From 1994 to 1998, he was an economist for LGT Asset Management.


OTHER INFORMATION
- --------------------------------------------------------------------------------

SALES CHARGES

Purchases of Class A shares of AIM Emerging Markets Debt Fund are subject to the
maximum of 4.75% initial sales charge as listed under the heading "CATEGORY II
Initial Sales Charges" in the "Shareholder Information--Choosing a Share Class"
section of this prospectus. Purchases of Class B and Class C shares are subject
to the contingent deferred sales charges listed in that section.

DIVIDENDS AND DISTRIBUTIONS


The fund expects that its distributions will consist primarily of income.


DIVIDENDS

The fund generally declares and pays dividends, if any, monthly.

CAPITAL GAINS DISTRIBUTIONS


The fund generally distributes long-term and short-term capital gains, if any,
annually.


                                        5
<PAGE>   28
                         ------------------------------
                         AIM EMERGING MARKETS DEBT FUND
                         ------------------------------

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the fund's
financial performance. Certain information reflects financial results for a
single fund share.

  The total returns in the table represent the rate that an investor would have
earned (or lost) on an investment in the fund (assuming reinvestment of all
dividends and distributions).

  This information has been audited by PricewaterhouseCoopers LLP, whose report,
along with the fund's financial statements, is included in the fund's annual
report, which is available upon request.


<TABLE>
<CAPTION>
                                                                        CLASS A
- -----------------------------------------------------------------------------------------------------
                                                                YEAR ENDED OCTOBER 31,
                                                   1999     1998(a)    1997(a)    1996(a)      1995
- -----------------------------------------------------------------------------------------------------
<S>                                               <C>       <C>        <C>        <C>        <C>
Net asset value, beginning of period              $   7.86  $   15.56  $   14.85  $   11.70  $     12.56
Income from investment operations:
  Net investment income                               0.86       1.35(b)      1.19      1.27        1.35
  Net realized and unrealized gain (loss) on
    investments                                       0.51      (4.80)      0.93       3.09        (1.09)
    Net increase (decrease) from investment
      operations                                      1.37      (3.45)      2.12       4.36         0.26
Distributions to shareholders:
  From net investment income                         (0.93)     (1.06)     (1.18)     (1.11)       (1.03)
  From net realized gain on investments              --         (2.83)     (0.23)     (0.10)       (0.03)
  Return of capital                                  --         (0.36)     --         --           (0.06)
    Total distributions                              (0.93)     (4.25)     (1.41)     (1.21)       (1.12)
Net asset value, end of period                    $   8.30  $    7.86  $   15.56  $   14.85  $     11.70
Total return(c)                                      18.38%    (30.07)%    14.46%     39.05%        2.81%
- -----------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- -----------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)               $ 54,330  $  69,321  $ 133,973  $ 178,318   $  142,002
Ratio of net investment income to average net
  assets(d)                                          10.73%(e)  11.27%      7.39%      9.52%       11.85%
Ratio of expenses to average net assets
  excluding interest expense(f)                       1.75%(e)   1.74%      1.58%      1.69%        1.75%
Ratio of interest expense to average net assets       0.13%       N/A        N/A       0.04%         N/A
Portfolio turnover rate                                336%       339%       214%       290%         213%
- -----------------------------------------------------------------------------------------------------
</TABLE>



(a) These selected per share data were calculated based upon average shares
    outstanding during the period.

(b) Net investment income per share reflects an interest payment received from
    the conversion of Vnesheconombank loan agreements of $0.21 per share.

(c) Total return does not include sales charges and is not annualized for
    periods less than one year.

(d) After fee waivers and/or expense reimbursements. Ratio of net investment
    income to average net assets prior to fee waivers and/or expense
    reimbursements was 10.69% for 1999.

(e) Ratios are based on average net assets of $62,817,833.

(f) After fee waiver and/or expense reimbursements. Ratio of expenses to average
    net assets prior to fee waivers and/or expense reimbursements was 1.79% for
    1999.

N/A Not applicable.


<TABLE>
<CAPTION>
                                                                        CLASS B
                                                  ---------------------------------------------------
                                                                YEAR ENDED OCTOBER 31,
                                                   1999     1998(a)    1997(a)    1996(a)      1995
- -----------------------------------------------------------------------------------------------------
<S>                                               <C>       <C>        <C>        <C>        <C>
Net asset value, beginning of period              $   7.86  $   15.54  $   14.83  $   11.69  $     12.56
Income from investment operations:
  Net investment income                               0.81       1.28(b)    1.09       1.17         1.27
  Net realized and unrealized gain (loss) on
    investments                                       0.51      (4.79)      0.93       3.09        (1.09)
    Net increase (decrease) from investment
      operations                                      1.32      (3.51)      2.02       4.26         0.18
Distributions to shareholders:
  From net investment income                         (0.88)     (0.98)     (1.08)     (1.03)       (0.96)
  From net realized gain on investments              --         (2.83)     (0.23)     (0.09)       (0.03)
  Return of capital                                  --         (0.36)     --         --           (0.06)
    Total distributions                              (0.88)     (4.17)     (1.31)     (1.12)       (1.05)
Net asset value, end of period                    $   8.30  $    7.86  $   15.54  $   14.83  $     11.69
Total return(c)                                      17.61%    (30.49)%    13.77%     38.16%        2.07%
- -----------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- -----------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)               $ 97,394   $109,406   $228,101   $251,002   $  214,897
Ratio of net investment income to average net
  assets(d)                                          10.08%(e)  10.62%      6.74%      8.87%       11.20%
Ratio of expenses to average net assets
  excluding interest expense(f)                       2.40%(e)   2.39%      2.23%      2.34%        2.40%
Ratio of interest expense to average net assets       0.13%       N/A        N/A       0.04%         N/A
Portfolio turnover rate                                336%       339%       214%       290%         213%
- -----------------------------------------------------------------------------------------------------
</TABLE>



(a) These selected per share operating data were calculated based upon the
    average shares outstanding during the period.
(b) Net investment income per share reflects an interest payment received from
    the conversion of Vnesheconombank loan agreements of $0.21 per share.
(c) Total return does not include sales charges and is not annualized for
    periods less than one year.
(d) After fee waivers and/or expense reimbursements. Ratio of net investment
    income to average net assets prior to fee waivers and/or expense
    reimbursements was 10.04% for 1999.
(e) Ratios are based on average net assets of $109,729,116.
(f) After fee waivers and/or expense reimbursements. Ratio of expenses to
    average net assets prior to fee waivers and/or expense reimbursements was
    2.44% for 1999.


                                        6
<PAGE>   29
                         ------------------------------
                         AIM EMERGING MARKETS DEBT FUND
                         -------------------------------


FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                  CLASS C
                                                              ----------------
                                                               MARCH 1, 1999
                                                                     TO
                                                              OCTOBER 31, 1999
- --------------------------------------------------------------------------------
<S>                                                           <C>
Net asset value, beginning of period                               $ 7.96
Income from investment operations:
  Net investment income                                              0.53
  Net realized and unrealized gain (loss) on investments             0.37
    Net increase (decrease) from investment operations               0.90
Distributions to shareholders:
  From net investment income                                        (0.56)
  From net realized gain on investments                                --
  Return of capital                                                    --
    Total distributions                                             (0.56)
Net asset value, end of period                                     $ 8.30
Total return(a)                                                     11.74%
- ------------------------------------------------------------------------------
Ratios and supplemental data:
- ------------------------------------------------------------------------------
Net assets, end of period (in 000s)                                  $208
Ratio of net investment income to average net assets(b)             10.08%(c)
Ratio of expenses to average net assets excluding interest
  expense(d)                                                         2.40%(c)
Ratio of interest expenses to average net assets                     0.13%
Portfolio turnover rate                                               336%
- ------------------------------------------------------------------------------
</TABLE>



(a) Total return does not include sales charges and is not annualized for
    periods less than one year.
(b) After fee waivers and/or expense reimbursements. Ratio of net investment
    income to average net assets prior to fee waivers and/or expense
    reimbursements were 10.04% (annualized) and 11.04% for Class C and Advisor
    class, respectively, for 1999.
(c) Ratios are annualized and based on average net assets of $99,297.
(d) After fee waivers and/or expense reimbursements. Ratios of expenses to
    average net assets prior to fee waivers and/or expense reimbursements were
    2.44% (annualized) and 1.44% for Class C and Advisor Class, respectively,
    for 1999.


                                        7
<PAGE>   30
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to
many other mutual funds (the AIM Funds). The following information is about all
the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing
an interest in the same portfolio of investments. When choosing a share class,
you should consider the factors below:

<TABLE>
<CAPTION>
CLASS A                              CLASS B                              CLASS C
- ---------------------------------------------------------------------------------------------------------
<S>                                  <C>                                  <C>
- - Initial sales charge               - No initial sales charge            - No initial sales charge

- - Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain purchases         charge on redemptions within         charge on redemptions within
                                       six years                            one year

- - Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares         - Does not convert to Class A
                                       after eight years along with a       shares
                                       pro rata portion of its
                                       reinvested dividends and
                                       distributions(1)

- - Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors
</TABLE>

      (1) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve
          Shares.

          AIM Global Trends Fund: If you held Class B shares on May 29,
          1998 and continue to hold them, those shares will convert to
          Class A shares of that fund seven years after your date of
          purchase. If you exchange those shares for Class B shares of
          another AIM Fund, the shares into which you exchanged will
          not convert to Class A shares until eight years after your
          date of purchase of the original shares.

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

DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans
that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc.
(the distributor) for the sale and distribution of its shares and fees for
services provided to shareholders, all or a substantial portion of which are
paid to the dealer of record. Because the AIM Fund pays these fees out of its
assets on an ongoing basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.

SALES CHARGES

Generally, you will not pay a sales charge on purchases or redemptions of Class
A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money
Market Fund. You may be charged a contingent deferred sales charge if you redeem
AIM Cash Reserve Shares of AIM Money Market Fund acquired through certain
exchanges. Sales charges on all other AIM Funds and classes of those Funds are
detailed below. As used below, the term "offering price" with respect to all
categories of Class A shares includes the initial sales charge.

INITIAL SALES CHARGES

The AIM Funds are grouped into three categories with respect to initial sales
charges. The "Other Information" section of your prospectus will tell you in
what category your particular AIM Fund is classified.

<TABLE>
<CAPTION>
             CATEGORY I INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
            Less than $  25,000       5.50%          5.82%
$ 25,000 but less than $  50,000      5.25           5.54
$ 50,000 but less than $ 100,000      4.75           4.99
$100,000 but less than $ 250,000      3.75           3.90
$250,000 but less than $ 500,000      3.00           3.09
$500,000 but less than $1,000,000     2.00           2.04
- -------------------------------------------------------------
</TABLE>


                                      A-1                            MCF--02/00


<PAGE>   31
                                 -------------
                                 THE AIM FUNDS
                                 -------------

<TABLE>
<CAPTION>
CATEGORY II INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                             INVESTOR'S
                                            SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
             Less than $   50,000      4.75%          4.99%
$ 50,000 but less than $  100,000      4.00           4.17
$100,000 but less than $  250,000      3.75           3.90
$250,000 but less than $  500,000      2.50           2.56
$500,000 but less than $1,000,000      2.00           2.04
- -------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
CATEGORY III INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                                <C>              <C>
             Less than $  100,000      1.00%          1.01%
$100,000 but less than $  250,000      0.75           0.76
$250,000 but less than $1,000,000      0.50           0.50
- -------------------------------------------------------------
</TABLE>

CONTINGENT DEFERRED SALES CHARGES FOR CLASS A SHARES

You can purchase $1,000,000 or more of Class A shares at net asset value.
However, if you purchase shares of that amount in Categories I or II, they will
be subject to a contingent deferred sales charge (CDSC) of 1% if you redeem them
prior to 18 months after the date of purchase. The distributor may pay a dealer
concession and/or a service fee for purchases of $1,000,000 or more.

CONTINGENT DEFERRED SALES CHARGES FOR
CLASS B AND CLASS C SHARES

You can purchase Class B and Class C shares at their net asset value per share.
However, when you redeem them, they are subject to a CDSC in the following
percentages:

<TABLE>
<CAPTION>
YEAR SINCE
PURCHASE MADE          CLASS B            CLASS C
- ----------------------------------------------------------
<S>                   <C>                <C>
First                         5%                 1%
Second                        4                None
Third                         3                None
Fourth                        3                None
Fifth                         2                None
Sixth                         1                None
Seventh and following       None               None
- ----------------------------------------------------------
</TABLE>

COMPUTING A CDSC

The CDSC on redemptions of shares is computed based on the lower of their
original purchase price or current market value, net of reinvested dividends and
capital gains distributions. In determining whether to charge a CDSC, we will
assume that you have redeemed shares on which there is no CDSC first and, then,
shares in the order of purchase.

REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS

You may qualify for reduced sales charges or sales charge exceptions. To qualify
for these reductions or exceptions, you or your financial consultant must
provide sufficient information at the time of purchase to verify that your
purchase qualifies for such treatment.

REDUCED SALES CHARGES

You may be eligible to buy Class A shares at reduced initial sales charge rates
under Rights of Accumulation or Letters of Intent under certain circumstances.

Rights of Accumulation

You may combine your new purchases of Class A shares with Class A shares
currently owned for the purpose of qualifying for the lower initial sales charge
rates that apply to larger purchases. The applicable initial sales charge for
the new purchase is based on the total of your current purchase and the current
value of all Class A shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount
of Class A shares of AIM Funds during a 13-month period. The amount you agree to
purchase determines the initial sales charge you pay. If the full face amount of
the LOI is not invested by the end of the 13-month period, your account will be
adjusted to the higher initial sales charge level for the amount actually
invested.

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- - on shares purchased by reinvesting dividends and distributions;

- - when exchanging shares among certain AIM Funds;

- - when using the reinstatement privilege; and

- - when a merger, consolidation, or acquisition of assets of an AIM Fund occurs.

CONTINGENT DEFERRED SALES CHARGE (CDSC) EXCEPTIONS

You will not pay a CDSC

- - if you redeem Class B shares you held for more than six years;

- - if you redeem Class C shares you held for more than one year;

- - if you redeem shares acquired through reinvestment of dividends and
  distributions; and

- - on increases in the net asset value of your shares.

There may be other situations when you may be able to purchase or redeem shares
at reduced or without sales charges. Consult the fund's Statement of Additional
Information for details.


MCF--02/00                            A-2


<PAGE>   32
                                 -------------
                                 THE AIM FUNDS
                                 -------------


PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Mid
Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

<TABLE>
<CAPTION>
                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
- ----------------------------------------------------------------------------------------------------------------
<S>                                              <C>                                         <C>
Savings Plans (money-purchase/profit sharing     $ 0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)
Automatic Investment Plans                        50                                                 50
IRA, Education IRA or Roth IRA                   250                                                 50
All other accounts                               500                                                 50
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

HOW TO PURCHASE SHARES

You may purchase shares using one of the options below.

PURCHASE OPTIONS


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
- ----------------------------------------------------------------------------------------------------------
<S>                             <C>                                    <C>
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and purchase payment to the            slip from your confirmation
                                transfer agent,                        statement to the transfer agent.
                                A I M Fund Services, Inc.,
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By AIM Bank Connection(SM)      Open your account using one of the     Mail completed AIM Bank Connection
                                methods described above.               form to the transfer agent. Once
                                                                       the transfer agent has received the
                                                                       form, call the transfer agent to
                                                                       place your purchase order.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. The
                                                                       maximum purchase amount per
                                                                       transaction is $100,000. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
- ----------------------------------------------------------------------------------------------------------
</TABLE>


                                      A-3                            MCF--02/00


<PAGE>   33
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing
the AIM Fund to withdraw the amount of your investment from your bank account on
a day or dates you specify and in an amount of at least $50. You may stop the
Automatic Investment Plan at any time by giving the transfer agent notice ten
days prior to your next scheduled withdrawal.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic monthly or quarterly
exchanges, if permitted, from one AIM Fund account to one or more other AIM Fund
accounts with the identical registration. The account from which exchanges are
to be made must have a minimum balance of $5,000 before you can use this option.
Exchanges will occur on (or about) the 10th or 25th day of the month, whichever
you specify, in the amount you specify. The minimum amount you can exchange to
another AIM Fund is $50.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any
AIM Fund at net asset value. Unless you specify otherwise, your dividends and
distributions will automatically be reinvested in the same AIM Fund. You may
invest your dividends and distributions (1) into another AIM Fund in the same
class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM
Money Market Fund, or vice versa.

  You must comply with the following requirements to be eligible to invest your
dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at
    least $5,000; or (b) in the AIM Fund receiving the dividend must be at least
    $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into
    another AIM Fund.

PORTFOLIO REBALANCING PROGRAM

If you have at least $5,000 in your account, you may participate in the
Portfolio Rebalancing Program. Under this Program, you can designate how the
total value of your AIM Fund holdings should be rebalanced, on a percentage
basis, between two and ten of your AIM Funds on a quarterly, semiannual or
annual basis. Your portfolio will be rebalanced through the exchange of shares
in one or more of your AIM Funds for shares of the same class of one or more
other AIM Funds in your portfolio. If you wish to participate in the Program,
make changes or cancel the Program, the transfer agent must receive your request
to participate, changes, or cancellation in good order at least five business
days prior to the next rebalancing date, which is normally the 28th day of the
last month of the period you choose. You may realize taxable gains from these
exchanges. We may modify, suspend or terminate the Program at any time on 60
days' prior written notice.

RETIREMENT PLANS

Shares of most of the AIM Funds can be purchased through tax-sheltered
retirement plans made available to corporations, individuals and employees of
non-profit organizations and public schools. A plan document must be adopted to
establish a retirement plan. You may use AIM Funds-sponsored retirement plans,
which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans,
SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or
another sponsor's retirement plan. The plan custodian of the AIM Funds-sponsored
retirement plan assesses an annual maintenance fee of $10. Contact your
financial consultant for details.

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. However, if
you acquired Class A shares of AIM Developing Markets Fund in connection with
the reorganization of AIM Eastern Europe Fund, you will be charged a redemption
fee of 2% of the net asset value of those shares, which will be paid to AIM
Developing Markets Fund, if you redeem your shares within the first year after
the reorganization. Your broker or financial consultant may charge service fees
for handling redemption transactions. Your shares also may be subject to a
contingent deferred sales charge (CDSC).

REDEMPTION OF AIM CASH RESERVE SHARES OF
AIM MONEY MARKET FUND ACQUIRED BY EXCHANGE

If you redeem AIM Cash Reserve Shares acquired by exchange from Class A shares
subject to a CDSC within 18 months of the purchase of the Class A shares, you
will be charged a CDSC.

REDEMPTION OF CLASS B SHARES OR CLASS C
SHARES ACQUIRED BY EXCHANGE FROM AIM CASH
RESERVE SHARES OF AIM MONEY MARKET FUND

We will begin the holding period for purposes of calculating the CDSC on Class B
shares or Class C shares acquired by exchange from AIM Cash Reserve Shares of
AIM Money Market Fund at the time of the exchange into Class B shares or Class C
shares.

REDEMPTION OF CLASS B SHARES ACQUIRED BY
EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM
Floating Rate Fund, the early withdrawal charge applicable to shares of AIM
Floating Rate Fund will be applied instead of the CDSC normally applicable to
Class B shares.


MCF--02/00                            A-4


<PAGE>   34
                                 -------------
                                 THE AIM FUNDS
                                 -------------

HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

<TABLE>
<S>                           <C>
Through a Financial           Contact your financial consultant.
Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM Fund and your account number; (3) if
                              the transfer agent does not hold your shares, endorsed share
                              certificates or share certificates accompanied by an
                              executed stock power; and (4) signature guarantees, if
                              necessary (see below). The transfer agent may require that
                              you provide additional information, such as corporate
                              resolutions or powers of attorney, if applicable. If you are
                              redeeming from an IRA account, you must include a statement
                              of whether or not you are at least 59 1/2 years old and
                              whether you wish to have federal income tax withheld from
                              your proceeds. The transfer agent may require certain other
                              information before you can redeem from an employer-sponsored
                              retirement plan. Contact your employer for details.

By Telephone                  Call the transfer agent. You will be allowed to redeem by
                              telephone if (1) the proceeds are to be mailed to the
                              address on record (if there has been no change communicated
                              to us within the last 30 days) or transferred electronically
                              to a pre-authorized checking account; (2) you do not hold
                              physical share certificates; (3) you can provide proper
                              identification information; (4) the proceeds of the
                              redemption do not exceed $50,000; and (5) you have not
                              previously declined the telephone redemption privilege.
                              Certain accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. The transfer agent
                              must receive your call during the hours of the customary
                              trading session of the New York Stock Exchange (NYSE) in
                              order to effect the redemption at that day's closing price.

By AIM Internet Connect       Place your redemption request at www.aimfunds.com. You will
                              be allowed to redeem by internet if (1) you do not hold
                              physical share certificates; (2) you can provide proper
                              identification information; (3) the proceeds of the
                              redemption do not exceed $50,000; and (4) you have
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. The
                              transfer agent must confirm your transaction during the
                              hours of the customary trading session of the NYSE in order
                              to effect the redemption at that day's closing price.
</TABLE>

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

TIMING AND METHOD OF PAYMENT

We normally will send out checks within one business day, and in any event no
more than seven days, after we accept your request to redeem. If you redeem
shares recently purchased by check, you will be required to wait up to ten
business days before we will send your redemption proceeds. This delay is
necessary to ensure that the purchase check has cleared.

REDEMPTION BY MAIL

If you mail us a request in good order to redeem your shares, we will mail you a
check in the amount of the redemption proceeds to the address on record with us.
If your request is not in good order, you may have to provide us with additional
documentation in order to redeem your shares.

REDEMPTION BY TELEPHONE

If you redeem by telephone, we will mail you a check in the amount of the
redemption proceeds to your address of record (if there has been no change
communicated to the transfer agent within the previous 30 days) or transmit them
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by telephone are genuine and are not
liable for telephone instructions that are reasonably believed to be genuine.

REDEMPTION BY INTERNET

If you redeem by internet, we will transmit your redemption proceeds
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by internet are genuine and are not
liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

You may arrange for regular monthly or quarterly withdrawals from your account
of at least $50. You also may make annual withdrawals if you own Class A shares.
We will redeem enough shares from your account to cover the amount withdrawn.
You must have an account balance of at least $5,000 to establish a Systematic
Withdrawal Plan. You can stop this plan at any time by giving ten days prior
notice to the transfer agent.

EXPEDITED REDEMPTIONS

(AIM Cash Reserve Shares of AIM Money Market Fund only)

If we receive your redemption order before 11:30 a.m. Eastern Time, we will try
to transmit payment of redemption proceeds on that same day. If we receive your
redemption order after 11:30 a.m. Eastern Time and before the close of the
customary trading session of the NYSE, we generally will transmit payment on the
next business day.


                                      A-5                            MCF--02/00


<PAGE>   35
                                 -------------
                                 THE AIM FUNDS
                                 -------------

REDEMPTIONS BY CHECK

(Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM
Money Market Fund only)

You may redeem shares of these AIM Funds by writing checks in amounts of $250 or
more if you have completed an authorization form. Redemption by check is not
available for retirement accounts.

SIGNATURE GUARANTEES

We require a signature guarantee when you redeem by mail and

(1) the amount is greater than $50,000;

(2) you request that payment be made to someone other than the name registered
    on the account;

(3) you request that payment be sent somewhere other than the bank of record on
    the account; or

(4) you request that payment be sent to a new address or an address that changed
    in the last 30 days.

The transfer agent will accept a guarantee of your signature by a number of
financial institutions. Call the transfer agent for additional information. Some
institutions have transaction amount maximums for these guarantees. Please check
with the guarantor institution.

REINSTATEMENT PRIVILEGE (Class A shares only)

You may, within 90 days after you sell Class A shares (except Class A shares of
AIM Tax-Exempt Cash Fund), reinvest all or part of your redemption proceeds in
Class A shares of any AIM Fund at net asset value in an identically registered
account. If you sold Class A shares of AIM Limited Maturity Treasury Fund or AIM
Tax-Free Intermediate Fund, you will incur an initial sales charge reflecting
the difference between the initial sales charges on those Funds and the ones in
which you will be investing. In addition, if you paid a contingent deferred
sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC
if you later redeem that amount. You must notify the transfer agent in writing
at the time you reinstate that you are exercising your reinstatement privilege.
You may exercise this privilege only once per year.

REDEMPTIONS BY THE AIM FUNDS

If your account has been open at least one year, you have not made an additional
purchase in the account during the past six calendar months, and the value of
your account falls below $500 for three consecutive months due to redemptions or
exchanges (excluding retirement accounts), the AIM Funds have the right to
redeem the account after giving you 60 days' prior written notice. You may avoid
having your account redeemed during the notice period by bringing the account
value up to $500 or by utilizing the Automatic Investment Plan.
  If an AIM Fund determines that you have not provided a correct Social Security
or other tax ID number on your account application, the AIM Fund may, at its
discretion, redeem the account and distribute the proceeds to you.

EXCHANGING SHARES

You may, under certain circumstances, exchange shares in one AIM Fund for those
of another AIM Fund. Before requesting an exchange, review the prospectus of the
AIM Fund you wish to acquire. Exchange privileges also apply to holders of the
Connecticut General Guaranteed Account, established for tax-qualified group
annuities, for contracts purchased on or before June 30, 1992.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the
same class of another AIM Fund. You may exchange AIM Cash Reserve Shares of AIM
Money Market Fund for Class A shares of another AIM Fund, or vice versa. You
also may exchange AIM Cash Reserve Shares of AIM Money Market Fund for Class B
shares or Class C shares of another AIM Fund, but only if the AIM Cash Reserve
Shares were purchased directly and not acquired by exchange. You may be required
to pay an initial sales charge when exchanging from a Fund with a lower initial
sales charge than the one into which you are exchanging. If you exchange from
Class A shares not subject to a CDSC into Class A shares subject to those
charges, you will be charged a CDSC when you redeem the exchanged shares. The
CDSC charged on redemption of those shares will be calculated starting on the
date you acquired those shares through exchange.



YOU WILL NOT PAY A SALES CHARGE WHEN EXCHANGING:

(1) Class A shares with an initial sales charge (except for Class A shares of
    AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for
    Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money
    Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
    Intermediate Fund for

    (a) one another;

    (b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of
        AIM Tax-Exempt Cash Fund; or

    (c) Class A shares of another AIM Fund, but only if

       (i)  you acquired the original shares before May 1, 1994; or

       (ii) you acquired the original shares on or after May 1, 1994 by way of
            an exchange from shares with higher sales charges;

(3) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM
    Tax-Exempt Cash Fund for

    (a) one another;

    (b) Class A shares of an AIM Fund subject to an initial sales charge (except
        for Class A shares of AIM Limited


MCF--02/00                            A-6


<PAGE>   36
                                 -------------
                                 THE AIM FUNDS
                                 -------------

        Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), but only if
        you acquired the original shares

       (i)  prior to May 1, 1994 by exchange from Class A shares subject to an
            initial sales charge;

       (ii) on or after May 1, 1994 by exchange from Class A shares subject to
            an initial sales charge (except for Class A shares of AIM Limited
            Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

    (c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
        Intermediate Fund, but only if you acquired the original shares by
        exchange from Class A shares subject to an initial sales charge; or

(4) Class B shares for other Class B shares, and Class C shares for other Class
    C shares.

(5) AIM Cash Reserve Shares of AIM Money Market Fund for Class B shares and
    Class C shares.

EXCHANGES NOT PERMITTED

You may not exchange Class A shares subject to contingent deferred sales charges
for Class A shares of AIM Limited Maturity Treasury Fund, AIM Tax-Free
Intermediate Fund or AIM Tax-Exempt Cash Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- - You must meet the minimum purchase requirements for the AIM Fund into which
  you are exchanging;

- - Shares of the AIM Fund you wish to acquire must be available for sale in your
  state of residence;

- - Exchanges must be made between accounts with identical registration
  information;

- - The account you wish to exchange from must have a certified tax identification
  number (or the Fund has received an appropriate Form W-8 or W-9);

- - Shares must have been held for at least one day prior to the exchange;

- - If you have physical share certificates, you must return them to the transfer
  agent prior to the exchange; and

- - You are limited to a maximum of 10 exchanges per calendar year, because
  excessive short-term trading or market-timing activity can hurt fund
  performance. If you exceed that limit, or if an AIM Fund or the distributor
  determines, in its sole discretion, that your short-term trading is excessive
  or that you are engaging in market-timing activity, it may reject any
  additional exchange orders. An exchange is the movement out of (redemption)
  one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM Fund may delay the purchase of shares
being acquired in an exchange for up to five business days if it determines that
it would be materially disadvantaged by the immediate transfer of exchange
proceeds. There is no fee for exchanges. The exchange privilege is not an option
or right to purchase shares. Any of the participating AIM Funds or the
distributor may modify or discontinue this privilege at any time.

BY MAIL

If you wish to make an exchange by mail, you must include original signatures of
each registered owner exactly as the shares are registered, the account
registration and account number, the dollar amount or number of shares to be
exchanged and the names of the AIM Funds from which and into which the exchange
is to be made.

BY TELEPHONE

Conditions that apply to exchanges by telephone are the same as redemptions by
telephone, including that the transfer agent must receive exchange requests
during the hours of the customary trading session of the NYSE; however, you
still will be allowed to exchange by telephone even if you have changed your
address of record within the preceding 30 days.

BY INTERNET

You will be allowed to exchange by internet if (1) you do not hold physical
share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time
you held the original shares will be added to the holding period of the Class B
or Class C shares, respectively, into which you exchanged for the purpose of
calculating contingent deferred sales charges (CDSC) if you later redeem the
exchanged shares. If you redeem Class B shares acquired by exchange via a tender
offer by AIM Floating Rate Fund, you will be credited with the time period you
held the shares of AIM Floating Rate Fund for the purpose of computing the early
withdrawal charge applicable to those shares.

- --------------------------------------------------------------------------------
 EACH AIM FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO:

 - REJECT OR CANCEL ANY PART OF ANY PURCHASE OR EXCHANGE ORDER;

 - MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY AIM FUND;

 - REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND
   SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

 - WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.
- --------------------------------------------------------------------------------


                                      A-7                            MCF--02/00


<PAGE>   37
                                 -------------
                                 THE AIM FUNDS
                                 -------------

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The
AIM Funds value portfolio securities for which market quotations are readily
available at market value. The AIM Funds value short-term investments maturing
within 60 days at amortized cost, which approximates market value. AIM Money
Market Fund and AIM Tax-Exempt Cash Fund value all of their securities at
amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund, AIM
Tax-Exempt Bond Fund of Connecticut and AIM Tax-Free Intermediate Fund value
variable rate securities that have an unconditional demand or put feature
exercisable within seven days or less at par, which reflects the market value of
such securities.


  The AIM Funds value all other securities and assets at their fair value.
Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day. In addition, if,
between the time trading ends on a particular security and the close of the
customary trading session of the NYSE, events occur that materially affect the
value of the security, the AIM Funds may value the security at its fair value as
determined in good faith by or under the supervision of the Board of Directors
or Trustees of the AIM Fund. The effect of using fair value pricing is that an
AIM Fund's net asset value will be subject to the judgment of the Board of
Directors or Trustees or its designee instead of being determined by the market.
Because some of the AIM Funds may invest in securities that are primarily listed
on foreign exchanges, the value of those funds' assets may change on days when
you will not be able to purchase or redeem fund shares.


  Each AIM Fund determines the net asset value of its shares as of the close of
the customary trading session of the NYSE on each day the NYSE is open for
business. AIM Money Market Fund also determines its net asset value as of 12:00
noon Eastern Time on each day the NYSE is open for business.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary
trading session of the NYSE. The AIM Funds price purchase, exchange and
redemption orders at the net asset value calculated after the transfer agent
receives an order in good form. An AIM Fund may postpone the right of redemption
only under unusual circumstances, as allowed by the Securities and Exchange
Commission, such as when the NYSE restricts or suspends trading.

TAXES

In general, dividends and distributions you receive are taxable as ordinary
income or long-term capital gains for federal income tax purposes, whether you
reinvest them in additional shares or take them in cash. Distributions are
taxable to you at different rates depending on the length of time the fund holds
its assets. Different tax rates apply to ordinary income and long-term capital
gain distributions, regardless of how long you have held your shares. Every
year, you will be sent information showing the amount of dividends and
distributions you received from each AIM Fund during the prior year.

  Any long-term or short-term capital gains realized from redemptions of AIM
Fund shares will be subject to federal income tax. Exchanges of shares for
shares of another AIM Fund are treated as a sale, and any gain realized on the
transaction will generally be subject to federal income tax.

  INVESTORS IN TAX-EXEMPT FUNDS SHOULD READ THE INFORMATION UNDER THE HEADING
"OTHER INFORMATION -- SPECIAL TAX INFORMATION REGARDING THE FUND" IN THIS
PROSPECTUS.

  The foreign, state and local tax consequences of investing in AIM Fund shares
may differ materially from the federal income tax consequences described above.
You should consult your tax advisor before investing.


MCF--02/00                            A- 8


<PAGE>   38
                         ------------------------------
                         AIM EMERGING MARKETS DEBT FUND
                         ------------------------------

OBTAINING ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

More information may be obtained free of charge upon request. The Statement of
Additional Information (SAI), a current version of which is on file with the
Securities and Exchange Commission (SEC), contains more details about the fund
and is incorporated by reference into the prospectus (is legally a part of this
prospectus). Annual and semiannual reports to shareholders contain additional
information about the fund's investments. The fund's annual report also
discusses the market conditions and investment strategies that significantly
affected the fund's performance during its last fiscal year.

  If you have questions about this fund, another fund in The AIM Family of
Funds--Registered Trademark-- or your account, or wish to obtain free copies
of the fund's current SAI or annual or semiannual reports, please contact us
- --------------------------------------------------------------------------------

<TABLE>
<S>                          <C>
BY MAIL:                     A I M Fund Services, Inc.
                             P.O. Box 4739
                             Houston, TX 77210-4739

BY TELEPHONE:                (800) 347-4246

BY E-MAIL:                   [email protected]

ON THE INTERNET:             http://www.aimfunds.com
                             (prospectuses and annual
                             and semiannual reports
                             only)
</TABLE>

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

You also can review and obtain copies of the fund's SAI, reports and other
information at the SEC's Public Reference Room in Washington, DC; on the EDGAR
database on the SEC's Internet website (http://www.sec.gov); or, after paying a
duplication fee, by sending a letter to the SEC's Public Reference Section,
Washington, DC 20549-0102 or by sending an electronic mail request to
[email protected]. Please call the SEC at 1-202-942-8090 for information about
the Public Reference Room.

- ------------------------------------
 AIM Emerging Markets Debt Fund
 SEC 1940 Act file number: 811-05426
- ------------------------------------

[AIM LOGO APPEARS HERE]   www.aimfunds.com   EMD-PRO-1   INVEST WITH DISCIPLINE
                                                        --Registered Trademark--
<PAGE>   39


      AIM GLOBAL CONSUMER
      PRODUCTS AND SERVICES FUND


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

      AIM Global Consumer Products and Services Fund seeks to provide long-term
      growth of capital.


      PROSPECTUS                                     AIM--Registered Trademark--

      FEBRUARY 28, 2000


                                     This prospectus contains important
                                     information about the Class A, B and
                                     C shares of the fund. Please read it
                                     before investing and keep it for
                                     future reference.

                                     As with all other mutual fund
                                     securities, the Securities and
                                     Exchange Commission has not approved
                                     or disapproved these securities or
                                     determined whether the information
                                     in this prospectus is adequate or
                                     accurate. Anyone who tells you
                                     otherwise is committing a crime.


                                     An investment in the fund:


                                        - is not FDIC insured;


                                        - may lose value; and


                                        - is not guaranteed by a bank.


[AIM LOGO APPEARS HERE]                                  INVEST WITH DISCIPLINE
                                                        --Registered Trademark--
<PAGE>   40
                 ----------------------------------------------
                 AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
                 ----------------------------------------------

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S>                                      <C>
INVESTMENT OBJECTIVE AND STRATEGIES          1
- - - - - - - - - - - - - - - - - - - - - - - - -
PRINCIPAL RISKS OF INVESTING IN THE FUND     1
- - - - - - - - - - - - - - - - - - - - - - - - -
PERFORMANCE INFORMATION                      3
- - - - - - - - - - - - - - - - - - - - - - - - -
Annual Total Returns                         3

Performance Table                            3

FEE TABLE AND EXPENSE EXAMPLE                4
- - - - - - - - - - - - - - - - - - - - - - - - -
Fee Table                                    4

Expense Example                              4

FUND MANAGEMENT                              5
- - - - - - - - - - - - - - - - - - - - - - - - -
The Advisor                                  5

Advisor Compensation                         5

Portfolio Managers                           5

OTHER INFORMATION                            5
- - - - - - - - - - - - - - - - - - - - - - - - -
Sales Charges                                5

Dividends and Distributions                  5

FINANCIAL HIGHLIGHTS                         6
- - - - - - - - - - - - - - - - - - - - - - - - -
SHAREHOLDER INFORMATION                    A-1
- - - - - - - - - - - - - - - - - - - - - - - - -
Choosing a Share Class                     A-1

Purchasing Shares                          A-3

Redeeming Shares                           A-4

Exchanging Shares                          A-6

Pricing of Shares                          A-8

Taxes                                      A-8

OBTAINING ADDITIONAL INFORMATION    Back Cover
- - - - - - - - - - - - - - - - - - - - - - - - -
</TABLE>


The AIM Family of Funds, The AIM Family of Funds and Design (i.e., the AIM
logo), AIM and Design, AIM, AIM LINK, AIM Institutional Funds, aimfunds.com, La
Familia AIM de Fondos, La Familia AIM de Fondos and Design and Invest with
Discipline are registered service marks and AIM Bank Connection, AIM Funds, AIM
Funds and Design, AIM Internet Connect and AIM Investor are service marks of
A I M Management Group Inc.


No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and you should not rely on such other information or
representations.
<PAGE>   41
                 ----------------------------------------------
                 AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
                 ----------------------------------------------

INVESTMENT OBJECTIVE AND STRATEGIES
- --------------------------------------------------------------------------------

The fund's investment objective is long-term growth of capital.


  The fund seeks to meet this objective by investing all of its investable
assets in the Global Consumer Products and Services Portfolio (the portfolio),
which in turn normally invests at least 65% of its total assets in equity
securities of domestic and foreign consumer products and services companies. The
portfolio considers a "consumer products or services" company to be one that (1)
derives at least 50% of either its revenues or earnings from activities related
to consumer products or services; or (2) devotes at least 50% of its assets to
such activities, based on the company's most recent fiscal year. Such companies
include those that manufacture, market, retail, or distribute consumer products
(such as homes, automobiles, appliances, computers, household goods, food, and
apparel) and goods and services related to entertainment, publishing, sports,
and media (such as television broadcasts, motion pictures, theme parks,
restaurants, and lodging) or supply goods and services to such companies (such
as advertising, textile, and shipping companies).


  The portfolio may invest up to 35% of its assets in debt securities of
domestic and foreign consumer products and services companies and/or in equity
and debt securities of companies outside the consumer products or services
industry, which, in the opinion of the portfolio managers, stand to benefit from
development in such industries. The portfolio will normally invest in the
securities of issuers located in at least three countries, including the United
States, and may invest a significant portion of its assets in the securities of
U.S. issuers. However, the portfolio will invest no more than 50% of its total
assets in the securities of issuers in any one country, other than the U.S. The
portfolio may invest up to 20% of its total assets in lower-quality debt
securities, i.e., "junk bonds."


  The portfolio managers allocate the portfolio's assets among securities of
countries and in currency denominations that are expected to provide the best
opportunities for meeting the portfolio's investment objective. In analyzing
specific companies for possible investment, the portfolio managers ordinarily
look 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. The
portfolio managers consider whether to sell a particular security when any of
those factors materially changes.



  In anticipation of or in response to adverse market conditions, for cash
management purposes or for defensive purposes, the portfolio may temporarily
hold all or a portion of its assets in cash (U.S. dollars, foreign currencies or
multinational currency units), money market instruments, shares of affiliated
money market funds, or high-quality debt securities. As a result, the fund or
the portfolio may not achieve its investment objective.


  The portfolio may engage in active and frequent trading of portfolio
securities to achieve its investment objective. If the portfolio does trade in
this way, it may incur increased transaction costs and brokerage commissions,
both of which can lower the actual return on your investment. Active trading may
also increase short-term capital gains and losses, which may affect the taxes
you have to pay.

  If the fund's Board of Trustees determines that it is in the best interests of
the fund and its shareholders, the fund may redeem its investment in the
portfolio.

PRINCIPAL RISKS OF INVESTING IN THE FUND
- --------------------------------------------------------------------------------

There is a risk that you could lose all or a portion of your investment in the
fund. The value of your investment in the fund will go up and down with the
prices of the securities in which the portfolio invests. The prices of equity
securities change in response to many factors, including the historical and
prospective earnings of the issuer, the value of its assets, general economic
conditions, interest rates, investor perceptions, and market liquidity.

  The value of the fund's shares is particularly vulnerable to factors affecting
the consumer products and services industries, such as government regulation,
demographic shifts, and intense competition. These factors may, among other
things, affect the demand for and success of certain consumer products and
services. Because the portfolio focuses its investments in the consumer products
and services industries, the value of your fund shares may rise and fall more
than the value of shares of a fund that invests more broadly.

  The prices of foreign securities may be further affected by other factors,
including:

- - Currency exchange rates--The dollar value of the fund's foreign investments
  will be affected by changes in the exchange rates between the dollar and the
  currencies in which those investments are traded.

- - Political and economic conditions--The value of the fund's foreign investments
  may be adversely affected by political and social instability in their home
  countries and by changes in economic or taxation policies in those countries.

                                        1
<PAGE>   42
                 ----------------------------------------------
                 AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
                 ----------------------------------------------

- - Regulations--Foreign companies generally are subject to less stringent
  regulations, including financial and accounting controls, than are U.S.
  companies. As a result, there generally is less publicly available information
  about foreign companies than about U.S. companies.

- - Markets--The securities markets of other countries are smaller than U.S.
  securities markets. As a result, many foreign securities may be less liquid
  and their prices may be more volatile than U.S. securities.


  The portfolio may participate in the initial public offering (IPO) market.
Because of the portfolio's small asset base, any investment the portfolio may
make in IPOs may significantly increase the fund's or the portfolio's total
return. As the portfolio's assets grow, the impact of IPO investments will
decline, which may reduce the fund's or the portfolio's total return.



  An investment in the fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.


                                        2
<PAGE>   43
                 ----------------------------------------------
                 AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
                 ----------------------------------------------


PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

The bar chart and table shown below provide an indication of the risks of
investing in the fund. The fund's past performance is not necessarily an
indication of its future performance.


ANNUAL TOTAL RETURNS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
The following bar chart shows changes in the performance of the fund's Class A
shares from year to year. The bar chart does not reflect sales loads. If it did,
the annual total returns shown would be lower.

                                    [GRAPH]

<TABLE>
<CAPTION>
                                                                  Annual
Year Ended                                                        Total
December 31                                                       Return
- -----------                                                       ------
<S>                                                               <C>
1995 ............................................................ 35.37%
1996 ............................................................ 38.30%
1997 ............................................................ 17.55%
1998 ............................................................ 22.80%
1999 ............................................................ 42.62%
</TABLE>


  During the periods shown in the bar chart, the highest quarterly return was
26.01% (quarter ended December 31, 1999) and the lowest quarterly return was
- -15.69% (quarter ended September 30, 1998).


PERFORMANCE TABLE


The following performance table compares the fund's performance to that of a
broad-based securities market index. The fund's performance reflects payment of
sales loads.



<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(for the periods ended                               SINCE     INCEPTION
December 31, 1999)              1 YEAR   5 YEARS   INCEPTION    DATE
- ------------------------------------------------------------------------
<S>                             <C>      <C>       <C>         <C>
Class A                         35.84%    29.70%     29.69%    12/30/94
Class B                         36.91     30.18      30.23     12/30/94
Class C                            --        --         --     03/01/99
MSCI AC World Index(1)          27.31     18.90      18.90(2)  12/31/94(2)
- ------------------------------------------------------------------------
</TABLE>


(1) The Morgan Stanley Capital International All Country World Index measures
    the performance of securities listed on the major world stock exchanges of
    47 markets, including both developed and emerging markets.
(2) The average annual total return given is since the date closest to the
    inception date of the class with the longest history.

                                        3
<PAGE>   44
                 ----------------------------------------------
                 AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
                 ----------------------------------------------

FEE TABLE AND EXPENSE EXAMPLE
- --------------------------------------------------------------------------------

FEE TABLE

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund:


<TABLE>
<CAPTION>
SHAREHOLDER FEES
- - -  - - - - - - - - - - - - - - - - - - - - - - - - -
(fees paid directly from
your investment)        CLASS A   CLASS B   CLASS C
- ------------------------------------------------------
<S>                     <C>       <C>       <C>
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of
offering price)          4.75%     None      None
Maximum Deferred
Sales Charge (Load)
(as a percentage of
original purchase
price or redemption
proceeds, whichever
is less)                None(1)    5.00%     1.00%
- -------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(expenses that are deducted
from fund assets)(2)    CLASS A   CLASS B   CLASS C
- -------------------------------------------------------
<S>                     <C>       <C>       <C>
Management Fees           0.98%     0.98%     0.98%
Distribution and/or
Service (12b-1) Fees      0.50      1.00      1.00
Other Expenses            0.44      0.44      0.44
 Total Annual Fund
 Operating
 Expenses(3)              1.92      2.42      2.42
- -------------------------------------------------------
</TABLE>


(1) If you buy $1,000,000 or more of Class A shares and redeem these shares
    within 18 months from the date of purchase, you may pay a 1% contingent
    deferred sales charge (CDSC) at the time of redemption.
(2) This fee table, and the expense example below, reflect the expenses of both
    the fund and the portfolio.

(3) The investment advisor reimbursed a portion of the portfolio expenses. Total
    Annual Operating Expenses including the reimbursement for Class A, Class B
    and Class C shares were 1.91%, 2.41% and 2.41%, respectively.


As a result of 12b-1 fees, long-term shareholders in the fund may pay more than
the maximum permitted initial sales charge.

EXPENSE EXAMPLE

This example is intended to help you compare the costs of investing in different
classes of the fund with the cost of investing in other mutual funds.

  The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. Although your actual returns and
costs may be higher or lower, based on these assumptions your costs would be:


<TABLE>
<CAPTION>
         1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class A  $  660   $1,047    $1,458     $2,602
Class B     744    1,051     1,485      2,623
Class C     344      751     1,285      2,746
- ----------------------------------------------
</TABLE>


You would pay the following expenses if you did not redeem your shares:


<TABLE>
<CAPTION>
         1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class A  $  660   $1,047    $1,458     $2,602
Class B     244      751     1,285      2,623
Class C     244      751     1,285      2,746
- ----------------------------------------------

</TABLE>


                                        4
<PAGE>   45
                 ----------------------------------------------
                 AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
                 ----------------------------------------------

FUND MANAGEMENT
- --------------------------------------------------------------------------------

THE ADVISOR

A I M Advisors, Inc. (the advisor) serves as the investment advisor of Global
Consumer Products and Services Portfolio (the portfolio) and is responsible for
its day-to-day management. The advisor is located at 11 Greenway Plaza, Suite
100, Houston, Texas 77046-1173. The advisor supervises all aspects of the
portfolio's operations and provides investment advisory services to the
portfolio, including obtaining and evaluating economic, statistical and
financial information to formulate and implement investment programs for the
portfolio.


  The advisor has acted as an investment advisor since its organization in 1976.
Today, the advisor, together with its subsidiaries, advises or manages over 120
investment portfolios, including the portfolio, encompassing a broad range of
investment objectives.


ADVISOR COMPENSATION


During the fiscal year ended October 31, 1999, the advisor received compensation
of 0.97% of average daily net assets.


PORTFOLIO MANAGERS

The advisor uses a team approach to investment management. The individual
members of the team who are primarily responsible for the day-to-day management
of the portfolio are

- - Derek S. Izuel, Portfolio Manager, who has been responsible for the fund since
  1999 and has been associated with the advisor and/or its affiliates since
  1997. From 1995 to 1997 he was a full time student at the University of
  Michigan. From 1991 to 1995 he was a software engineer with Bank of America.

- - Roger Mortimer, Portfolio Manager, who has been responsible for the fund since
  1999 and has been associated with the advisor and/or its affiliates since
  1995.

- - Derek H. Webb, Portfolio Manager, who has been responsible for the fund since
  1994 and has been associated with the advisor and/or its affiliates since
  1992.

- - Michael Yellen, Senior Portfolio Manager, who has been responsible for the
  fund since 1999 and has been associated with the advisor and/or its affiliates
  since 1994.

OTHER INFORMATION
- --------------------------------------------------------------------------------

SALES CHARGES

Purchases of Class A shares of AIM Global Consumer Products and Services Fund
are subject to the maximum 4.75% initial sales charge as listed under the
heading "CATEGORY II Initial Sales Charges" in the "Shareholder
Information--Choosing a Share Class" section of this prospectus. Purchases of
Class B and Class C shares are subject to the contingent deferred sales charges
listed in that section.

DIVIDENDS AND DISTRIBUTIONS


The fund expects that its distributions will consist primarily of capital gains.

DIVIDENDS

The fund generally declares and pays dividends, if any, annually.

CAPITAL GAINS DISTRIBUTIONS


The fund generally distributes long-term and short-term capital gains, if any,
annually.


                                        5
<PAGE>   46
                 ----------------------------------------------
                 AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
                 ----------------------------------------------

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the fund's
financial performance. Certain information reflects financial results for a
single fund share.

  The total returns in the table represent the rate that an investor would have
earned (or lost) on an investment in the fund (assuming reinvestment of all
dividends and distributions).

  This information has been audited by PricewaterhouseCoopers LLP, whose report,
along with the fund's financial statements, is included in the fund's annual
report, which is available upon request.




<TABLE>
<CAPTION>
                                                                           CLASS A
                                                 -----------------------------------------------------------
                                                         YEAR ENDED OCTOBER 31,            DECEMBER 30, 1994
                                                 ---------------------------------------           TO
                                                 1999(a)     1998(a)   1997(a)   1996(a)   OCTOBER 31, 1995(a)
- --------------------------------------------------------------------------------------------------------------
<S>                                              <C>         <C>       <C>       <C>       <C>
Net asset value, beginning of period             $ 22.16     $ 22.19   $ 20.98   $ 14.59         $ 11.43
Income from investment operations:
  Net investment income (loss)                     (0.19)      (0.19)    (0.15)    (0.22)           0.02(b)
  Net realized and unrealized gain on
    investments                                     9.38        2.05      2.27      7.13            3.14
    Net increase from investment operations         9.19        1.86      2.12      6.91            3.16
Distributions to shareholders:
  From net realized gain on investments            (0.56)      (1.89)    (0.91)    (0.52)             --
    Total distributions                            (0.56)      (1.89)    (0.91)    (0.52)             --
Net asset value, end of period                   $ 30.79     $ 22.16   $ 22.19   $ 20.98         $ 14.59
Total return(c)                                    42.20%       8.66%    10.55%    48.82%          27.65%
- ------------------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- ------------------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)              $73,695     $59,880   $62,637   $76,900         $ 4,082
Ratio of net investment income (loss) to average
  net assets                                       (0.70)%(d)  (0.83)%   (0.87)%   (1.24)%        (11.11)%(e)
Ratio of expenses to average net assets             1.91%(d)    1.95%     1.99%     2.34%          13.63%(e)
Portfolio turnover rate                              160%        221%      392%      169%            240%(e)
- ------------------------------------------------------------------------------------------------------------
</TABLE>



(a)These selected per share operating data were calculated based upon average
   shares outstanding during the period.


(b)Before reimbursement net investment income (loss) per share would have been
   reduced (increased) by $1.12.


(c)Total return does not include sales charges and is not annualized for periods
   less than one year.


(d)Ratios are based on average net assets of $68,839,613.


(e)Annualized.


                                        6
<PAGE>   47
                 ----------------------------------------------
                 AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
                 ----------------------------------------------


FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 CLASS B
                                                  --------------------------------------
                                                          YEAR ENDED OCTOBER 31,
                                                  --------------------------------------   DECEMBER 30, 1994 TO
                                                  1999(a)    1998(a)   1997(a)   1996(a)   OCTOBER 31, 1995(a)
- ---------------------------------------------------------------------------------------------------------------
<S>                                               <C>          <C>       <C>       <C>       <C>
Net asset value, beginning of period              $  21.70     $ 21.86   $ 20.79   $ 14.53         $ 11.43
Income from investment operations:
  Net investment income (loss)                       (0.31)      (0.30)    (0.24)    (0.31)          (0.04)(b)
  Net realized and unrealized gain on
    investments                                       9.16        2.03      2.22      7.09            3.14
    Net increase from investment operations           8.85        1.73      1.98      6.78            3.10
Distributions to shareholders:
  From net realized gain on investments              (0.56)      (1.89)    (0.91)    (0.52)             --
    Total distributions                              (0.56)      (1.89)    (0.91)    (0.52)             --
Net asset value, end of period                    $  29.99     $ 21.70   $ 21.86   $ 20.79         $ 14.53
Total return(c)                                      41.52%       8.16%     9.95%    48.11%          27.12%
- ---------------------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- ---------------------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)               $109,808     $91,613   $93,978   $87,904         $ 2,959
Ratio of net investment income (loss) to average
  net assets                                         (1.20)%(d)  (1.33)%   (1.37)%   (1.74)%        (11.61)%(e)
Ratio of expenses to average net assets               2.41%(d)    2.45%     2.49%     2.84%          14.13%(e)
Portfolio turnover rate                                160%        221%      392%      169%            240%(e)
- ---------------------------------------------------------------------------------------------------------------
</TABLE>



(a)These selected per share operating data were calculated based upon average
   shares outstanding during the period.


(b)Before reimbursement net investment income (loss) per share would have been
   reduced (increased) by $1.04.


(c)Total return does not include sales charges and is not annualized for periods
   less than one year.


(d)Ratios are based on average net assets of $103,242,997.


(e)Annualized.



<TABLE>
<CAPTION>
                                                              CLASS C
                                                  -------------------------------
                                                         MARCH 1, 1999 TO
                                                        OCTOBER 31, 1999(a)
- ---------------------------------------------------------------------------------
<S>                                               <C>
Net asset value, beginning of period                          $24.70
Income from investment operations:
  Net investment income (loss)                                 (0.22)
  Net realized and unrealized gain on
    investments                                                 5.51
    Net increase from investment operations                     5.29
Distributions to shareholders:
  From net realized gains on investments                          --
    Total distributions                                           --
Net asset value, end of period                                $29.99
Total return(b)                                                21.42%
- ---------------------------------------------------------------------------------
Ratios and supplemental data:
- ---------------------------------------------------------------------------------
Net assets, end of period (in 000s)                           $  232
Ratio of net investment income (loss) to average
  net assets                                                   (1.20)%(c)
Ratio of expenses to average net assets                         2.41%(c)
Portfolio turnover rate                                          160%
- ---------------------------------------------------------------------------------
</TABLE>



(a)These selected per share data were calculated based upon average shares
   outstanding during the period.


(b)Total return does not include sales charges and is not annualized for periods
   less than one year.


(c)Ratios are annualized and based on average net assets of $123,130.


                                        7
<PAGE>   48
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to
many other mutual funds (the AIM Funds). The following information is about all
the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing
an interest in the same portfolio of investments. When choosing a share class,
you should consider the factors below:

<TABLE>
<CAPTION>
CLASS A                              CLASS B                              CLASS C
- ---------------------------------------------------------------------------------------------------------
<S>                                  <C>                                  <C>
- - Initial sales charge               - No initial sales charge            - No initial sales charge

- - Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain purchases         charge on redemptions within         charge on redemptions within
                                       six years                            one year

- - Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares         - Does not convert to Class A
                                       after eight years along with a       shares
                                       pro rata portion of its
                                       reinvested dividends and
                                       distributions(1)

- - Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors
</TABLE>

      (1) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve
          Shares.

          AIM Global Trends Fund: If you held Class B shares on May 29,
          1998 and continue to hold them, those shares will convert to
          Class A shares of that fund seven years after your date of
          purchase. If you exchange those shares for Class B shares of
          another AIM Fund, the shares into which you exchanged will
          not convert to Class A shares until eight years after your
          date of purchase of the original shares.

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

DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans
that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc.
(the distributor) for the sale and distribution of its shares and fees for
services provided to shareholders, all or a substantial portion of which are
paid to the dealer of record. Because the AIM Fund pays these fees out of its
assets on an ongoing basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.

SALES CHARGES

Generally, you will not pay a sales charge on purchases or redemptions of Class
A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money
Market Fund. You may be charged a contingent deferred sales charge if you redeem
AIM Cash Reserve Shares of AIM Money Market Fund acquired through certain
exchanges. Sales charges on all other AIM Funds and classes of those Funds are
detailed below. As used below, the term "offering price" with respect to all
categories of Class A shares includes the initial sales charge.

INITIAL SALES CHARGES

The AIM Funds are grouped into three categories with respect to initial sales
charges. The "Other Information" section of your prospectus will tell you in
what category your particular AIM Fund is classified.

<TABLE>
<CAPTION>
             CATEGORY I INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
            Less than $  25,000       5.50%          5.82%
$ 25,000 but less than $  50,000      5.25           5.54
$ 50,000 but less than $ 100,000      4.75           4.99
$100,000 but less than $ 250,000      3.75           3.90
$250,000 but less than $ 500,000      3.00           3.09
$500,000 but less than $1,000,000     2.00           2.04
- -------------------------------------------------------------
</TABLE>


                                      A-1                            MCF--02/00


<PAGE>   49
                                 -------------
                                 THE AIM FUNDS
                                 -------------

<TABLE>
<CAPTION>
CATEGORY II INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                             INVESTOR'S
                                            SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
             Less than $   50,000      4.75%          4.99%
$ 50,000 but less than $  100,000      4.00           4.17
$100,000 but less than $  250,000      3.75           3.90
$250,000 but less than $  500,000      2.50           2.56
$500,000 but less than $1,000,000      2.00           2.04
- -------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
CATEGORY III INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                                <C>              <C>
             Less than $  100,000      1.00%          1.01%
$100,000 but less than $  250,000      0.75           0.76
$250,000 but less than $1,000,000      0.50           0.50
- -------------------------------------------------------------
</TABLE>

CONTINGENT DEFERRED SALES CHARGES FOR CLASS A SHARES

You can purchase $1,000,000 or more of Class A shares at net asset value.
However, if you purchase shares of that amount in Categories I or II, they will
be subject to a contingent deferred sales charge (CDSC) of 1% if you redeem them
prior to 18 months after the date of purchase. The distributor may pay a dealer
concession and/or a service fee for purchases of $1,000,000 or more.

CONTINGENT DEFERRED SALES CHARGES FOR
CLASS B AND CLASS C SHARES

You can purchase Class B and Class C shares at their net asset value per share.
However, when you redeem them, they are subject to a CDSC in the following
percentages:

<TABLE>
<CAPTION>
YEAR SINCE
PURCHASE MADE          CLASS B            CLASS C
- ----------------------------------------------------------
<S>                   <C>                <C>
First                         5%                 1%
Second                        4                None
Third                         3                None
Fourth                        3                None
Fifth                         2                None
Sixth                         1                None
Seventh and following       None               None
- ----------------------------------------------------------
</TABLE>

COMPUTING A CDSC

The CDSC on redemptions of shares is computed based on the lower of their
original purchase price or current market value, net of reinvested dividends and
capital gains distributions. In determining whether to charge a CDSC, we will
assume that you have redeemed shares on which there is no CDSC first and, then,
shares in the order of purchase.

REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS

You may qualify for reduced sales charges or sales charge exceptions. To qualify
for these reductions or exceptions, you or your financial consultant must
provide sufficient information at the time of purchase to verify that your
purchase qualifies for such treatment.

REDUCED SALES CHARGES

You may be eligible to buy Class A shares at reduced initial sales charge rates
under Rights of Accumulation or Letters of Intent under certain circumstances.

Rights of Accumulation

You may combine your new purchases of Class A shares with Class A shares
currently owned for the purpose of qualifying for the lower initial sales charge
rates that apply to larger purchases. The applicable initial sales charge for
the new purchase is based on the total of your current purchase and the current
value of all Class A shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount
of Class A shares of AIM Funds during a 13-month period. The amount you agree to
purchase determines the initial sales charge you pay. If the full face amount of
the LOI is not invested by the end of the 13-month period, your account will be
adjusted to the higher initial sales charge level for the amount actually
invested.

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- - on shares purchased by reinvesting dividends and distributions;

- - when exchanging shares among certain AIM Funds;

- - when using the reinstatement privilege; and

- - when a merger, consolidation, or acquisition of assets of an AIM Fund occurs.

CONTINGENT DEFERRED SALES CHARGE (CDSC) EXCEPTIONS

You will not pay a CDSC

- - if you redeem Class B shares you held for more than six years;

- - if you redeem Class C shares you held for more than one year;

- - if you redeem shares acquired through reinvestment of dividends and
  distributions; and

- - on increases in the net asset value of your shares.

There may be other situations when you may be able to purchase or redeem shares
at reduced or without sales charges. Consult the fund's Statement of Additional
Information for details.


MCF--02/00                            A-2


<PAGE>   50
                                 -------------
                                 THE AIM FUNDS
                                 -------------


PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Mid
Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

<TABLE>
<CAPTION>
                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
- ----------------------------------------------------------------------------------------------------------------
<S>                                              <C>                                         <C>
Savings Plans (money-purchase/profit sharing     $ 0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)
Automatic Investment Plans                        50                                                 50
IRA, Education IRA or Roth IRA                   250                                                 50
All other accounts                               500                                                 50
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

HOW TO PURCHASE SHARES

You may purchase shares using one of the options below.

PURCHASE OPTIONS


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
- ----------------------------------------------------------------------------------------------------------
<S>                             <C>                                    <C>
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and purchase payment to the            slip from your confirmation
                                transfer agent,                        statement to the transfer agent.
                                A I M Fund Services, Inc.,
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By AIM Bank Connection(SM)      Open your account using one of the     Mail completed AIM Bank Connection
                                methods described above.               form to the transfer agent. Once
                                                                       the transfer agent has received the
                                                                       form, call the transfer agent to
                                                                       place your purchase order.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. The
                                                                       maximum purchase amount per
                                                                       transaction is $100,000. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
- ----------------------------------------------------------------------------------------------------------
</TABLE>


                                      A-3                            MCF--02/00


<PAGE>   51
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing
the AIM Fund to withdraw the amount of your investment from your bank account on
a day or dates you specify and in an amount of at least $50. You may stop the
Automatic Investment Plan at any time by giving the transfer agent notice ten
days prior to your next scheduled withdrawal.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic monthly or quarterly
exchanges, if permitted, from one AIM Fund account to one or more other AIM Fund
accounts with the identical registration. The account from which exchanges are
to be made must have a minimum balance of $5,000 before you can use this option.
Exchanges will occur on (or about) the 10th or 25th day of the month, whichever
you specify, in the amount you specify. The minimum amount you can exchange to
another AIM Fund is $50.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any
AIM Fund at net asset value. Unless you specify otherwise, your dividends and
distributions will automatically be reinvested in the same AIM Fund. You may
invest your dividends and distributions (1) into another AIM Fund in the same
class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM
Money Market Fund, or vice versa.

  You must comply with the following requirements to be eligible to invest your
dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at
    least $5,000; or (b) in the AIM Fund receiving the dividend must be at least
    $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into
    another AIM Fund.

PORTFOLIO REBALANCING PROGRAM

If you have at least $5,000 in your account, you may participate in the
Portfolio Rebalancing Program. Under this Program, you can designate how the
total value of your AIM Fund holdings should be rebalanced, on a percentage
basis, between two and ten of your AIM Funds on a quarterly, semiannual or
annual basis. Your portfolio will be rebalanced through the exchange of shares
in one or more of your AIM Funds for shares of the same class of one or more
other AIM Funds in your portfolio. If you wish to participate in the Program,
make changes or cancel the Program, the transfer agent must receive your request
to participate, changes, or cancellation in good order at least five business
days prior to the next rebalancing date, which is normally the 28th day of the
last month of the period you choose. You may realize taxable gains from these
exchanges. We may modify, suspend or terminate the Program at any time on 60
days' prior written notice.

RETIREMENT PLANS

Shares of most of the AIM Funds can be purchased through tax-sheltered
retirement plans made available to corporations, individuals and employees of
non-profit organizations and public schools. A plan document must be adopted to
establish a retirement plan. You may use AIM Funds-sponsored retirement plans,
which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans,
SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or
another sponsor's retirement plan. The plan custodian of the AIM Funds-sponsored
retirement plan assesses an annual maintenance fee of $10. Contact your
financial consultant for details.

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. However, if
you acquired Class A shares of AIM Developing Markets Fund in connection with
the reorganization of AIM Eastern Europe Fund, you will be charged a redemption
fee of 2% of the net asset value of those shares, which will be paid to AIM
Developing Markets Fund, if you redeem your shares within the first year after
the reorganization. Your broker or financial consultant may charge service fees
for handling redemption transactions. Your shares also may be subject to a
contingent deferred sales charge (CDSC).

REDEMPTION OF AIM CASH RESERVE SHARES OF
AIM MONEY MARKET FUND ACQUIRED BY EXCHANGE

If you redeem AIM Cash Reserve Shares acquired by exchange from Class A shares
subject to a CDSC within 18 months of the purchase of the Class A shares, you
will be charged a CDSC.

REDEMPTION OF CLASS B SHARES OR CLASS C
SHARES ACQUIRED BY EXCHANGE FROM AIM CASH
RESERVE SHARES OF AIM MONEY MARKET FUND

We will begin the holding period for purposes of calculating the CDSC on Class B
shares or Class C shares acquired by exchange from AIM Cash Reserve Shares of
AIM Money Market Fund at the time of the exchange into Class B shares or Class C
shares.

REDEMPTION OF CLASS B SHARES ACQUIRED BY
EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM
Floating Rate Fund, the early withdrawal charge applicable to shares of AIM
Floating Rate Fund will be applied instead of the CDSC normally applicable to
Class B shares.


MCF--02/00                            A-4


<PAGE>   52
                                 -------------
                                 THE AIM FUNDS
                                 -------------

HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

<TABLE>
<S>                           <C>
Through a Financial           Contact your financial consultant.
Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM Fund and your account number; (3) if
                              the transfer agent does not hold your shares, endorsed share
                              certificates or share certificates accompanied by an
                              executed stock power; and (4) signature guarantees, if
                              necessary (see below). The transfer agent may require that
                              you provide additional information, such as corporate
                              resolutions or powers of attorney, if applicable. If you are
                              redeeming from an IRA account, you must include a statement
                              of whether or not you are at least 59 1/2 years old and
                              whether you wish to have federal income tax withheld from
                              your proceeds. The transfer agent may require certain other
                              information before you can redeem from an employer-sponsored
                              retirement plan. Contact your employer for details.

By Telephone                  Call the transfer agent. You will be allowed to redeem by
                              telephone if (1) the proceeds are to be mailed to the
                              address on record (if there has been no change communicated
                              to us within the last 30 days) or transferred electronically
                              to a pre-authorized checking account; (2) you do not hold
                              physical share certificates; (3) you can provide proper
                              identification information; (4) the proceeds of the
                              redemption do not exceed $50,000; and (5) you have not
                              previously declined the telephone redemption privilege.
                              Certain accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. The transfer agent
                              must receive your call during the hours of the customary
                              trading session of the New York Stock Exchange (NYSE) in
                              order to effect the redemption at that day's closing price.

By AIM Internet Connect       Place your redemption request at www.aimfunds.com. You will
                              be allowed to redeem by internet if (1) you do not hold
                              physical share certificates; (2) you can provide proper
                              identification information; (3) the proceeds of the
                              redemption do not exceed $50,000; and (4) you have
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. The
                              transfer agent must confirm your transaction during the
                              hours of the customary trading session of the NYSE in order
                              to effect the redemption at that day's closing price.
</TABLE>

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

TIMING AND METHOD OF PAYMENT

We normally will send out checks within one business day, and in any event no
more than seven days, after we accept your request to redeem. If you redeem
shares recently purchased by check, you will be required to wait up to ten
business days before we will send your redemption proceeds. This delay is
necessary to ensure that the purchase check has cleared.

REDEMPTION BY MAIL

If you mail us a request in good order to redeem your shares, we will mail you a
check in the amount of the redemption proceeds to the address on record with us.
If your request is not in good order, you may have to provide us with additional
documentation in order to redeem your shares.

REDEMPTION BY TELEPHONE

If you redeem by telephone, we will mail you a check in the amount of the
redemption proceeds to your address of record (if there has been no change
communicated to the transfer agent within the previous 30 days) or transmit them
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by telephone are genuine and are not
liable for telephone instructions that are reasonably believed to be genuine.

REDEMPTION BY INTERNET

If you redeem by internet, we will transmit your redemption proceeds
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by internet are genuine and are not
liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

You may arrange for regular monthly or quarterly withdrawals from your account
of at least $50. You also may make annual withdrawals if you own Class A shares.
We will redeem enough shares from your account to cover the amount withdrawn.
You must have an account balance of at least $5,000 to establish a Systematic
Withdrawal Plan. You can stop this plan at any time by giving ten days prior
notice to the transfer agent.

EXPEDITED REDEMPTIONS

(AIM Cash Reserve Shares of AIM Money Market Fund only)

If we receive your redemption order before 11:30 a.m. Eastern Time, we will try
to transmit payment of redemption proceeds on that same day. If we receive your
redemption order after 11:30 a.m. Eastern Time and before the close of the
customary trading session of the NYSE, we generally will transmit payment on the
next business day.


                                      A-5                            MCF--02/00


<PAGE>   53
                                 -------------
                                 THE AIM FUNDS
                                 -------------

REDEMPTIONS BY CHECK

(Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM
Money Market Fund only)

You may redeem shares of these AIM Funds by writing checks in amounts of $250 or
more if you have completed an authorization form. Redemption by check is not
available for retirement accounts.

SIGNATURE GUARANTEES

We require a signature guarantee when you redeem by mail and

(1) the amount is greater than $50,000;

(2) you request that payment be made to someone other than the name registered
    on the account;

(3) you request that payment be sent somewhere other than the bank of record on
    the account; or

(4) you request that payment be sent to a new address or an address that changed
    in the last 30 days.

The transfer agent will accept a guarantee of your signature by a number of
financial institutions. Call the transfer agent for additional information. Some
institutions have transaction amount maximums for these guarantees. Please check
with the guarantor institution.

REINSTATEMENT PRIVILEGE (Class A shares only)

You may, within 90 days after you sell Class A shares (except Class A shares of
AIM Tax-Exempt Cash Fund), reinvest all or part of your redemption proceeds in
Class A shares of any AIM Fund at net asset value in an identically registered
account. If you sold Class A shares of AIM Limited Maturity Treasury Fund or AIM
Tax-Free Intermediate Fund, you will incur an initial sales charge reflecting
the difference between the initial sales charges on those Funds and the ones in
which you will be investing. In addition, if you paid a contingent deferred
sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC
if you later redeem that amount. You must notify the transfer agent in writing
at the time you reinstate that you are exercising your reinstatement privilege.
You may exercise this privilege only once per year.

REDEMPTIONS BY THE AIM FUNDS

If your account has been open at least one year, you have not made an additional
purchase in the account during the past six calendar months, and the value of
your account falls below $500 for three consecutive months due to redemptions or
exchanges (excluding retirement accounts), the AIM Funds have the right to
redeem the account after giving you 60 days' prior written notice. You may avoid
having your account redeemed during the notice period by bringing the account
value up to $500 or by utilizing the Automatic Investment Plan.
  If an AIM Fund determines that you have not provided a correct Social Security
or other tax ID number on your account application, the AIM Fund may, at its
discretion, redeem the account and distribute the proceeds to you.

EXCHANGING SHARES

You may, under certain circumstances, exchange shares in one AIM Fund for those
of another AIM Fund. Before requesting an exchange, review the prospectus of the
AIM Fund you wish to acquire. Exchange privileges also apply to holders of the
Connecticut General Guaranteed Account, established for tax-qualified group
annuities, for contracts purchased on or before June 30, 1992.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the
same class of another AIM Fund. You may exchange AIM Cash Reserve Shares of AIM
Money Market Fund for Class A shares of another AIM Fund, or vice versa. You
also may exchange AIM Cash Reserve Shares of AIM Money Market Fund for Class B
shares or Class C shares of another AIM Fund, but only if the AIM Cash Reserve
Shares were purchased directly and not acquired by exchange. You may be required
to pay an initial sales charge when exchanging from a Fund with a lower initial
sales charge than the one into which you are exchanging. If you exchange from
Class A shares not subject to a CDSC into Class A shares subject to those
charges, you will be charged a CDSC when you redeem the exchanged shares. The
CDSC charged on redemption of those shares will be calculated starting on the
date you acquired those shares through exchange.



YOU WILL NOT PAY A SALES CHARGE WHEN EXCHANGING:

(1) Class A shares with an initial sales charge (except for Class A shares of
    AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for
    Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money
    Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
    Intermediate Fund for

    (a) one another;

    (b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of
        AIM Tax-Exempt Cash Fund; or

    (c) Class A shares of another AIM Fund, but only if

       (i)  you acquired the original shares before May 1, 1994; or

       (ii) you acquired the original shares on or after May 1, 1994 by way of
            an exchange from shares with higher sales charges;

(3) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM
    Tax-Exempt Cash Fund for

    (a) one another;

    (b) Class A shares of an AIM Fund subject to an initial sales charge (except
        for Class A shares of AIM Limited


MCF--02/00                            A-6


<PAGE>   54
                                 -------------
                                 THE AIM FUNDS
                                 -------------

        Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), but only if
        you acquired the original shares

       (i)  prior to May 1, 1994 by exchange from Class A shares subject to an
            initial sales charge;

       (ii) on or after May 1, 1994 by exchange from Class A shares subject to
            an initial sales charge (except for Class A shares of AIM Limited
            Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

    (c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
        Intermediate Fund, but only if you acquired the original shares by
        exchange from Class A shares subject to an initial sales charge; or

(4) Class B shares for other Class B shares, and Class C shares for other Class
    C shares.

(5) AIM Cash Reserve Shares of AIM Money Market Fund for Class B shares and
    Class C shares.

EXCHANGES NOT PERMITTED

You may not exchange Class A shares subject to contingent deferred sales charges
for Class A shares of AIM Limited Maturity Treasury Fund, AIM Tax-Free
Intermediate Fund or AIM Tax-Exempt Cash Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- - You must meet the minimum purchase requirements for the AIM Fund into which
  you are exchanging;

- - Shares of the AIM Fund you wish to acquire must be available for sale in your
  state of residence;

- - Exchanges must be made between accounts with identical registration
  information;

- - The account you wish to exchange from must have a certified tax identification
  number (or the Fund has received an appropriate Form W-8 or W-9);

- - Shares must have been held for at least one day prior to the exchange;

- - If you have physical share certificates, you must return them to the transfer
  agent prior to the exchange; and

- - You are limited to a maximum of 10 exchanges per calendar year, because
  excessive short-term trading or market-timing activity can hurt fund
  performance. If you exceed that limit, or if an AIM Fund or the distributor
  determines, in its sole discretion, that your short-term trading is excessive
  or that you are engaging in market-timing activity, it may reject any
  additional exchange orders. An exchange is the movement out of (redemption)
  one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM Fund may delay the purchase of shares
being acquired in an exchange for up to five business days if it determines that
it would be materially disadvantaged by the immediate transfer of exchange
proceeds. There is no fee for exchanges. The exchange privilege is not an option
or right to purchase shares. Any of the participating AIM Funds or the
distributor may modify or discontinue this privilege at any time.

BY MAIL

If you wish to make an exchange by mail, you must include original signatures of
each registered owner exactly as the shares are registered, the account
registration and account number, the dollar amount or number of shares to be
exchanged and the names of the AIM Funds from which and into which the exchange
is to be made.

BY TELEPHONE

Conditions that apply to exchanges by telephone are the same as redemptions by
telephone, including that the transfer agent must receive exchange requests
during the hours of the customary trading session of the NYSE; however, you
still will be allowed to exchange by telephone even if you have changed your
address of record within the preceding 30 days.

BY INTERNET

You will be allowed to exchange by internet if (1) you do not hold physical
share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time
you held the original shares will be added to the holding period of the Class B
or Class C shares, respectively, into which you exchanged for the purpose of
calculating contingent deferred sales charges (CDSC) if you later redeem the
exchanged shares. If you redeem Class B shares acquired by exchange via a tender
offer by AIM Floating Rate Fund, you will be credited with the time period you
held the shares of AIM Floating Rate Fund for the purpose of computing the early
withdrawal charge applicable to those shares.

- --------------------------------------------------------------------------------
 EACH AIM FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO:

 - REJECT OR CANCEL ANY PART OF ANY PURCHASE OR EXCHANGE ORDER;

 - MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY AIM FUND;

 - REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND
   SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

 - WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.
- --------------------------------------------------------------------------------


                                      A-7                            MCF--02/00


<PAGE>   55
                                 -------------
                                 THE AIM FUNDS
                                 -------------

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The
AIM Funds value portfolio securities for which market quotations are readily
available at market value. The AIM Funds value short-term investments maturing
within 60 days at amortized cost, which approximates market value. AIM Money
Market Fund and AIM Tax-Exempt Cash Fund value all of their securities at
amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund, AIM
Tax-Exempt Bond Fund of Connecticut and AIM Tax-Free Intermediate Fund value
variable rate securities that have an unconditional demand or put feature
exercisable within seven days or less at par, which reflects the market value of
such securities.


  The AIM Funds value all other securities and assets at their fair value.
Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day. In addition, if,
between the time trading ends on a particular security and the close of the
customary trading session of the NYSE, events occur that materially affect the
value of the security, the AIM Funds may value the security at its fair value as
determined in good faith by or under the supervision of the Board of Directors
or Trustees of the AIM Fund. The effect of using fair value pricing is that an
AIM Fund's net asset value will be subject to the judgment of the Board of
Directors or Trustees or its designee instead of being determined by the market.
Because some of the AIM Funds may invest in securities that are primarily listed
on foreign exchanges, the value of those funds' assets may change on days when
you will not be able to purchase or redeem fund shares.


  Each AIM Fund determines the net asset value of its shares as of the close of
the customary trading session of the NYSE on each day the NYSE is open for
business. AIM Money Market Fund also determines its net asset value as of 12:00
noon Eastern Time on each day the NYSE is open for business.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary
trading session of the NYSE. The AIM Funds price purchase, exchange and
redemption orders at the net asset value calculated after the transfer agent
receives an order in good form. An AIM Fund may postpone the right of redemption
only under unusual circumstances, as allowed by the Securities and Exchange
Commission, such as when the NYSE restricts or suspends trading.

TAXES

In general, dividends and distributions you receive are taxable as ordinary
income or long-term capital gains for federal income tax purposes, whether you
reinvest them in additional shares or take them in cash. Distributions are
taxable to you at different rates depending on the length of time the fund holds
its assets. Different tax rates apply to ordinary income and long-term capital
gain distributions, regardless of how long you have held your shares. Every
year, you will be sent information showing the amount of dividends and
distributions you received from each AIM Fund during the prior year.

  Any long-term or short-term capital gains realized from redemptions of AIM
Fund shares will be subject to federal income tax. Exchanges of shares for
shares of another AIM Fund are treated as a sale, and any gain realized on the
transaction will generally be subject to federal income tax.

  INVESTORS IN TAX-EXEMPT FUNDS SHOULD READ THE INFORMATION UNDER THE HEADING
"OTHER INFORMATION -- SPECIAL TAX INFORMATION REGARDING THE FUND" IN THIS
PROSPECTUS.

  The foreign, state and local tax consequences of investing in AIM Fund shares
may differ materially from the federal income tax consequences described above.
You should consult your tax advisor before investing.


MCF--02/00                            A- 8


<PAGE>   56
                 ----------------------------------------------
                 AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
                 ----------------------------------------------

OBTAINING ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

More information may be obtained free of charge upon request. The Statement of
Additional Information (SAI), a current version of which is on file with the
Securities and Exchange Commission (SEC), contains more details about the fund
and is incorporated by reference into the prospectus (is legally a part of this
prospectus). Annual and semiannual reports to shareholders contain additional
information about the fund's investments. The fund's annual report also
discusses the market conditions and investment strategies that significantly
affected the fund's performance during its last fiscal year.


  If you have questions about this fund, another fund in The AIM Family of
Funds--Registered Trademark-- or your account, or wish to obtain free copies of
the fund's current SAI or annual or semiannual reports, please contact us

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

<TABLE>
<S>                          <C>
BY MAIL:                     A I M Fund Services, Inc.
                             P.O. Box 4739
                             Houston, TX 77210-4739

BY TELEPHONE:                (800) 347-4246

BY E-MAIL:                   [email protected]

ON THE INTERNET:             http://www.aimfunds.com
                             (prospectuses and annual
                             and semiannual reports only)
</TABLE>

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

You also can review and obtain copies of the fund's SAI, reports and other
information at the SEC's Public Reference Room in Washington, DC; on the EDGAR
database on the SEC's Internet website (http://www.sec.gov); or, after paying a
duplication fee, by sending a letter to the SEC's Public Reference Section,
Washington, DC 20549-0102 or by sending an electronic mail request to
[email protected]. Please call the SEC at 1-202-942-8090 for information about
the Public Reference Room.

- -----------------------------------------------
 AIM Global Consumer Products and Services Fund
 SEC 1940 Act file number: 811-05426
- -----------------------------------------------

[AIM LOGO APPEARS HERE]  www.aimfunds.com  GCPS-PRO-1    INVEST WITH DISCIPLINE
                                                       --Registered Trademark--
<PAGE>   57
      AIM GLOBAL
      FINANCIAL SERVICES FUND
     --------------------------------------------------------------------------

      AIM Global Financial Services Fund seeks to provide long-term growth of
      capital.

       PROSPECTUS                                  AIM --Registered Trademark--

       FEBRUARY 28, 2000


                                     This prospectus contains important
                                     information about the Class A, B and C
                                     shares of the fund. Please read it
                                     before investing and keep it for
                                     future reference.

                                     As with all other mutual fund
                                     securities, the Securities and
                                     Exchange Commission has not approved
                                     or disapproved these securities or
                                     determined whether the information
                                     in this prospectus is adequate or
                                     accurate. Anyone who tells
                                     you otherwise is committing a crime.


                                     An investment in the fund:
                                        - is not FDIC insured;
                                        - may lose value; and
                                        - is not guaranteed by a bank.


[AIM LOGO APPEARS HERE]                                  INVEST WITH DISCIPLINE
                                                        --Registered Trademark--
<PAGE>   58
                       ----------------------------------
                       AIM GLOBAL FINANCIAL SERVICES FUND
                       ----------------------------------


TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S>                                      <C>
INVESTMENT OBJECTIVE AND STRATEGIES          1
- - - - - - - - - - - - - - - - - - - - - - - - -

PRINCIPAL RISKS OF INVESTING IN THE FUND     1
- - - - - - - - - - - - - - - - - - - - - - - - -

PERFORMANCE INFORMATION                      3
- - - - - - - - - - - - - - - - - - - - - - - - -

Annual Total Returns                         3

Performance Table                            3

FEE TABLE AND EXPENSE EXAMPLE                4
- - - - - - - - - - - - - - - - - - - - - - - - -

Fee Table                                    4

Expense Example                              4

FUND MANAGEMENT                              5
- - - - - - - - - - - - - - - - - - - - - - - - -

The Advisor                                  5

Advisor Compensation                         5

Portfolio Managers                           5

OTHER INFORMATION                            5
- - - - - - - - - - - - - - - - - - - - - - - - -

Sales Charges                                5

Dividends and Distributions                  5

FINANCIAL HIGHLIGHTS                         6
- - - - - - - - - - - - - - - - - - - - - - - - -

SHAREHOLDER INFORMATION                    A-1
- - - - - - - - - - - - - - - - - - - - - - - - -

Choosing a Share Class                     A-1

Purchasing Shares                          A-3

Redeeming Shares                           A-4

Exchanging Shares                          A-6

Pricing of Shares                          A-8

Taxes                                      A-8

OBTAINING ADDITIONAL INFORMATION    Back Cover
- - - - - - - - - - - - - - - - - - - - - - - - -
</TABLE>



The AIM Family of Funds, The AIM Family of Funds and Design (i.e., the AIM
logo), AIM and Design, AIM, AIM LINK, AIM Institutional Funds, aimfunds.com, La
Familia AIM de Fondos, La Familia AIM de Fondos and Design and Invest with
Discipline are registered service marks and AIM Bank Connection, AIM Funds, AIM
Funds and Design, AIM Internet Connect and AIM Investor are service marks of
A I M Management Group Inc.


No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and you should not rely on such other information or
representations.
<PAGE>   59
                       ----------------------------------
                       AIM GLOBAL FINANCIAL SERVICES FUND
                       ----------------------------------

INVESTMENT OBJECTIVE AND STRATEGIES
- --------------------------------------------------------------------------------

The fund's investment objective is long-term growth of capital.


  The fund seeks to meet this objective by investing all of its investable
assets in the Global Financial Services Portfolio (the portfolio), which in turn
normally invests at least 65% of its total assets in equity securities of
domestic and foreign financial services companies. The portfolio considers a
"financial services" company to be one that (1) derives at least 50% of its
revenues or earnings from financial services activities; or (2) devotes at least
50% of its assets to such activities, based on its most recent fiscal year. Such
companies include those that provide financial services (such as commercial
banks, insurance brokerages, securities brokerages, investment banks, leasing
companies, and real estate-related companies).



  The portfolio may invest up to 35% of its assets in debt securities of
domestic and foreign financial services companies and/or in equity and debt
securities of companies outside the financial services industry, which, in the
opinion of the portfolio managers, stand to benefit from developments in the
financial services industries. The portfolio will normally invest in securities
of issuers in at least three countries, including the United States, and may
invest a significant portion of its assets in the securities of U.S. issuers.
However, the portfolio will invest no more than 40% of its total assets in
securities of issuers in any one country, other than the U.S.



  The portfolio managers allocate the portfolio's assets among securities of
countries and in currency denominations that are expected to provide the best
opportunities for meeting the portfolio's investment objective. In analyzing
specific companies for possible investment, the portfolio managers ordinarily
look 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. The
portfolio managers consider whether to sell a particular security when any of
those factors materially changes.



  In anticipation of or in response to adverse market conditions, for cash
management purposes or for defensive purposes, the portfolio may temporarily
hold all or a portion of its assets in cash (U.S. dollars, foreign currencies or
multinational currency units), money market instruments, shares of affiliated
money market funds, or high-quality debt securities. As a result, the fund or
the portfolio may not achieve its investment objective.


  If the fund's Board of Trustees determines that it is in the best interests of
the fund and its shareholders, the fund may redeem its investment in the
portfolio.


  The fund may engage in active and frequent trading of portfolio securities to
achieve its investment objective. If the fund does trade in this way, it may
incur increased transaction costs, which can lower the actual return on your
investment. Active trading may also increase short-term gains and losses, which
may affect the taxes you have to pay.



PRINCIPAL RISKS OF INVESTING IN THE FUND
- --------------------------------------------------------------------------------

There is a risk that you could lose all or a portion of your investment in the
fund. The value of your investment in the fund will go up and down with the
prices of securities in which the portfolio invests. The prices of equity
securities change in response to many factors, including the historical and
prospective earnings of the issuer, the value of its assets, general economic
conditions, interest rates, investor perceptions, and market liquidity.

  The value of the fund's shares is particularly vulnerable to factors affecting
the financial services industry, such as government regulation, rapid business
changes, significant competition, and value fluctuations. Such factors may limit
the financial commitments that financial services companies can make, including
amounts and types of loans, and interest rates they can charge. Because the
portfolio focuses its investments in the financial services industries, the
value of your fund shares may rise and fall more than the value of shares of a
fund that invests more broadly.

  The prices of foreign securities may be further affected by other factors,
including:

- - Currency exchange rates--The dollar value of the fund's foreign investments
  will be affected by changes in the exchange rates between the dollar and the
  currencies in which those investments are traded.

- - Political and economic conditions--The value of the fund's foreign investments
  may be adversely affected by political and social instability in their home
  countries and by changes in economic or taxation policies in those countries.







                                        1
<PAGE>   60
                       ----------------------------------
                       AIM GLOBAL FINANCIAL SERVICES FUND
                       ----------------------------------

- - Regulations--Foreign companies generally are subject to less stringent
  regulations, including financial and accounting controls, than are U.S.
  companies. As a result, there generally is less publicly available information
  about foreign companies than about U.S. companies.

- - Markets--The securities markets of other countries are smaller than U.S.
  securities markets. As a result, many foreign securities may be less liquid
  and more volatile than U.S. securities.


  The portfolio may participate in the initial public offering (IPO) market.
Because of the portfolio's small asset base, any investment the portfolio may
make in IPOs may significantly increase the fund's and the portfolio's total
returns. As the portfolio's assets grow, the impact of IPO investments will
decline, which may reduce the fund's and the portfolio's total return.


  An investment in the fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

                                        2
<PAGE>   61
                       ----------------------------------
                       AIM GLOBAL FINANCIAL SERVICES FUND
                       ----------------------------------

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

The bar chart and table shown below provide an indication of the risks of
investing in the fund. The fund's past performance is not necessarily an
indication of its future performance.

ANNUAL TOTAL RETURNS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
The following bar chart shows changes in the performance of the fund's Class A
shares from year to year. The bar chart does not reflect sales loads. If it did,
the annual total returns shown would be lower.

                                    [GRAPH]

<TABLE>
<CAPTION>
                                                                   ANNUAL
YEAR ENDED                                                         TOTAL
DECEMBER 31                                                        RETURNS
- -----------                                                        -------
<S>                                                                 <C>
1995 .............................................................  19.06%
1996 .............................................................  15.21%
1997 .............................................................  30.32%
1998 .............................................................  13.13%
1999 .............................................................  24.24%
</TABLE>

  During the periods shown in the bar chart, the highest quarterly return was
24.04% (quarter ended December 31, 1998) and the lowest quarterly return was
- -21.49% (quarter ended September 30, 1998).

PERFORMANCE TABLE

The following performance table compares the fund's performance to that of a
broad-based securities market index. The fund's performance reflects payment of
sales loads.


<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(for the periods ended                                         SINCE     INCEPTION
December 31, 1999)                        1 YEAR   5 YEARS   INCEPTION     DATE
- -----------------------------------------------------------------------------------
<S>                                       <C>      <C>       <C>         <C>
Class A                                   18.33%    19.07%     15.90%    05/31/94
Class B                                   18.67     19.47      16.25     05/31/94
Class C                                      --        --         --     03/01/99
MSCI AC World Index(1)                    27.31     18.90      17.10(2)  05/31/94(2)
- -----------------------------------------------------------------------------------
</TABLE>


(1) The Morgan Stanley Capital International All Country World Index measures
    the performance of securities listed on the major world stock exchanges of
    47 markets, including both developed and emerging markets.

(2) The average annual total return given is since the inception date of the
    class with the longest performance history.

                                        3
<PAGE>   62
                       ----------------------------------
                       AIM GLOBAL FINANCIAL SERVICES FUND
                       ----------------------------------

FEE TABLE AND EXPENSE EXAMPLE
- --------------------------------------------------------------------------------

FEE TABLE

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund:

<TABLE>
<CAPTION>
SHAREHOLDER FEES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(fees paid directly from
your investment)        CLASS A   CLASS B   CLASS C
- -------------------------------------------------------
<S>                     <C>       <C>       <C>
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of
offering price)          4.75%     None      None

Maximum Deferred
Sales Charge (Load)
(as a percentage of
original purchase
price or redemption
proceeds, whichever
is less)                 None(1)   5.00%     1.00%
- -------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(expenses that are deducted
from fund assets)(2)    CLASS A   CLASS B   CLASS C
- -------------------------------------------------------
<S>                     <C>       <C>       <C>
Management Fees           0.98%     0.98%     0.98%

Distribution and/or
Service (12b-1) Fees      0.50      1.00      1.00

Other Expenses            0.64      0.64      0.64

Total Annual Fund

Operating Expenses        2.12      2.62      2.62

Fee Waiver(3)             0.13      0.13      0.13

Net Expenses              1.99      2.49      2.49
- -------------------------------------------------------
</TABLE>


(1) If you buy $1,000,000 or more of Class A shares and redeem these shares
    within 18 months from the date of purchase, you may pay a 1% contingent
    deferred sales charge (CDSC) at the time of redemption.
(2) This fee table, and the expense example below, reflect the expenses of both
    the fund and the portfolio.

(3) The investment advisor has contractually agreed to limit Total Annual Fund
    Operating Expenses (excluding interest, taxes, brokerage commissions and
    extraordinary expenses) on Class A, Class B and Class C shares to 2.00%,
    2.50% and 2.50, respectively.


As a result of 12b-1 fees, long-term shareholders in the fund may pay more than
the maximum permitted initial sales charge.

EXPENSE EXAMPLE

This example is intended to help you compare the costs of investing in different
classes of the fund with the cost of investing in other mutual funds.


  The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. To the extent fees are waived or
expenses reimbursed, the expenses will be lower. Although your actual returns
and costs may be higher or lower, based on these assumptions your costs would
be:



<TABLE>
<CAPTION>
         1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class A   $680    $1,107    $1,560     $2,810
Class B    765     1,114     1,590      2,833
Class C    365       814     1,390      2,954
- ----------------------------------------------
</TABLE>


You would pay the following expenses if you did not redeem your shares:


<TABLE>
<CAPTION>
         1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class A   $680    $1,107    $1,560     $2,810
Class B    265       814     1,390      2,833
Class C    265       814     1,390      2,954
- ----------------------------------------------

</TABLE>


                                        4
<PAGE>   63
                       ----------------------------------
                       AIM GLOBAL FINANCIAL SERVICES FUND
                       ----------------------------------

FUND MANAGEMENT
- --------------------------------------------------------------------------------

THE ADVISOR


A I M Advisors, Inc. (the advisor) serves as the investment advisor of Global
Financial Services Portfolio (the portfolio) and is responsible for its
day-to-day management. The advisor is located at 11 Greenway Plaza, Suite 100,
Houston, Texas 77046-1173. The advisor supervises all aspects of the portfolio's
operations and provides investment advisory services to the portfolio, including
obtaining and evaluating economic, statistical and financial information to
formulate and implement investment programs for the fund.



  The advisor has acted as an investment advisor since its organization in 1976.
Today, the advisor, together with its subsidiaries, advises or manages over 120
investment portfolios, including the portfolio, encompassing a broad range of
investment objectives.


ADVISOR COMPENSATION


During the fiscal year ended October 31, 1999, the advisor received compensation
of 0.85% of average daily net assets.



PORTFOLIO MANAGERS



The advisor uses a team approach to investment management. The individual
members of the team who are primarily responsible for the day-to-day management
of the fund's portfolio, all of whom are officers of A I M Capital Management,
Inc., a wholly owned subsidiary of the advisor, are



- - Clas G. Olsson, Senior Portfolio Manager, who has been responsible for the
  fund since 2000 and has been associated with the advisor and/or its affiliates
  since 1994.



- - Christopher P. Perras, Portfolio Manager, who has been responsible for the
  fund since 1999 and has been associated with the advisor and/or its affiliates
  since 1999. From 1997 to 1999, he was an equity analyst at Van Wagoner Capital
  Management. From 1995 to 1997, he was Associate Portfolio Manager for Van
  Kampen American Capital Asset Management, Inc.



- - Robert A. Shelton, Portfolio Manager, who has been responsible for the fund
  since 1999 and has been associated with the advisor and/or its affiliates
  since 1995. From 1991 to 1995, he was a financial analyst for CS First Boston.



- - Barrett K. Sides, Portfolio Manager, who has been responsible for the fund
  since 1999 and has been associated with the advisor and/or its affiliates
  since 1990.


OTHER INFORMATION
- --------------------------------------------------------------------------------

SALES CHARGES

Purchases of Class A shares of AIM Global Financial Services Fund are subject to
the maximum 4.75% initial sales charge as listed under the heading "CATEGORY II
Initial Sales Charges" in the "Shareholder Information--Choosing a Share Class"
section of this prospectus. Purchases of Class B and Class C shares are subject
to the contingent deferred sales charges listed in that section.

DIVIDENDS AND DISTRIBUTIONS


The fund expects that its distributions will consist primarily of capital gains.


DIVIDENDS

The fund generally declares and pays dividends, if any, annually.

CAPITAL GAINS DISTRIBUTIONS


The fund generally distributes long-term and short-term capital gains, if any,
annually.


                                        5
<PAGE>   64
                       ----------------------------------
                       AIM GLOBAL FINANCIAL SERVICES FUND
                       ----------------------------------

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the fund's
financial performance. Certain information reflects financial results for a
single fund share.

  The total returns in the table represent the rate that an investor would have
earned (or lost) on an investment in the fund (assuming reinvestment of all
dividends and distributions).

  This information has been audited by PricewaterhouseCoopers LLP, whose report,
along with the fund's financial statements, is included in the fund's annual
report, which is available upon request.


<TABLE>
<CAPTION>
                                                                      CLASS A
                                                  -----------------------------------------------
                                                              YEAR ENDED OCTOBER 31,
                                                  1999(a)   1998(a)   1997(a)   1996(a)   1995(a)
- -------------------------------------------------------------------------------------------------
<S>                                               <C>       <C>       <C>       <C>       <C>
Net asset value, beginning of period              $17.05    $17.22    $14.20    $11.92    $11.62
Income from investment operations:
  Net investment income (loss)                     (0.02)     0.07      0.04      0.05(b)   0.17(c)
  Net realized and unrealized gain on
    investments                                     6.25      0.37      3.97      2.36      0.13
    Net increase from investment operations         6.23      0.44      4.01      2.41      0.30
Distributions to shareholders:
  From net investment income                       (0.02)    (0.01)       --     (0.12)       --
  From net realized gain on investments            (0.03)    (0.60)    (0.99)    (0.01)       --
    Total distributions                            (0.05)    (0.61)    (0.99)    (0.13)       --
Net asset value, end of period                    $23.23    $17.05    $17.22    $14.20    $11.92
Total return(d)                                    36.62%     2.53%    29.91%    20.21%     2.58%
- -------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- -------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)              $30,987   $28,433   $29,639    $7,302    $5,687
Ratio of net investment income (loss) to average
  net assets:
  With fee waivers                                 (0.08)%(e) 0.37%     0.23%     0.41%     1.46%
  Without fee waivers                              (0.21)%(e) 0.35%     0.16%    (0.66)%   (5.34)%
Ratio of expenses to average net assets:
  With fee waivers                                  1.99%(e)  1.97%     2.29%     2.32%     2.34%
  Without fee waivers                               2.12%(e)  1.99%     2.36%     3.39%     9.14%
Portfolio turnover rate                              107%      111%       91%      103%      170%
- -------------------------------------------------------------------------------------------------
</TABLE>



(a)These selected per share data were calculated based upon the average shares
   outstanding during the period.



(b)Before reimbursement the net investment income per share would have been
   reduced by $0.13.



(c)Before reimbursement the net investment income per share would have been
   reduced by $0.59.



(d)Total return does not include sales charge.



(e)Ratios are based on average net assets of $30,233,569.


                                        6
<PAGE>   65
                       ----------------------------------
                       AIM GLOBAL FINANCIAL SERVICES FUND
                       ----------------------------------


FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      CLASS B
                                                  ------------------------------------------------
                                                               YEAR ENDED OCTOBER 31,
                                                               ----------------------
                                                   1999(a)      1998(a)   1997(a)   1996(a)   1995(a)
- ----------------------------------------------------------------------------------------------------
<S>                                               <C>        <C>       <C>       <C>       <C>
Net asset value, beginning of period              $ 16.71      $16.97    $14.06    $11.83    $11.60
Income from investment operations:
  Net investment income (loss)                      (0.12)      (0.02)    (0.04)    (0.01)(b)  0.11(c)
  Net realized and unrealized gain on
    investments                                      6.11        0.37      3.94      2.34      0.12
    Net Increase from investment operations          5.99        0.35      3.90      2.33      0.23
Distributions to shareholders:
  From net investment income                           --       (0.01)       --     (0.09)       --
  From net realized gain on investments             (0.03)      (0.60)    (0.99)    (0.01)       --
    Total distributions                             (0.03)      (0.61)    (0.99)    (0.10)       --
Net asset value, end of period                    $ 22.67      $16.71    $16.97    $14.06    $11.83
Total return(d)                                     35.91%       2.08%    29.13%    19.81%     1.98%
- ----------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- ----------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)               $49,619     $48,785   $47,585    $9,886    $4,548
Ratio of net investment income (loss) to average
  net assets:
  With fee waivers                                  (0.58)%(e)  (0.13)%   (0.27)%   (0.09)%    0.96%
  Without fee waivers                               (0.71)%(e)  (0.15)%   (0.34)%   (1.16)%   (5.84)%
Ratio of expenses to average net assets:
  With fee waivers                                   2.49%(e)    2.47%     2.79%     2.82%     2.84%
  Without fee waivers                                2.62%(e)    2.49%     2.86%     3.89%     9.64%
Portfolio turnover rate                               107%        111%       91%      103%      170%
- ----------------------------------------------------------------------------------------------------
</TABLE>



(a)These selected per share data were calculated based upon average shares
   outstanding during the period.


(b)Before reimbursement the net investment income per share would have been
   reduced by $0.13.


(c)Before reimbursement the net investment income per share would have been
   reduced by $0.59.


(d)Total return does not include sales charges.


(e)Ratios are based on average net assets of $49,539,408.



<TABLE>
<CAPTION>
                                                                   CLASS C
                                                              -----------------
                                                              MARCH 1, 1999 TO
                                                                 OCTOBER 31,
                                                                   1999(a)
- -------------------------------------------------------------------------------
<S>                                                           <C>
Net asset value, beginning of period                               $19.58
Income from investment operations:
  Net investment income (loss)                                      (0.08)
  Net realized and unrealized gain on investments                    3.17
    Net increase from investment operations                          3.09
Distributions to shareholders:
  From net investment income                                           --
  From net realized gain on investments                                --
    Total distributions                                                --
Net asset value, end of period                                     $22.67
Total return(b)                                                     15.78%
- -------------------------------------------------------------------------------
Ratios and supplemental data:
- -------------------------------------------------------------------------------
Net assets, end of period (in 000s)                                $  605
Ratio of net investment income (loss) to average net assets:
  With fee waivers                                                  (0.58)%(c)
  Without fee waivers                                               (0.71)%(c)
Ratio of expenses to average net assets:
  With fee waivers                                                   2.49%(c)
  Without fee waivers                                                2.62%(c)
Portfolio turnover rate                                               107%
- -------------------------------------------------------------------------------
</TABLE>



(a)These selected per share data were calculated based upon average shares
   outstanding during the period.


(b)Total return does not include sales charges and is not annualized for periods
   less than one year.


(c)Ratios are annualized and based on average net assets of $251,286.


                                        7
<PAGE>   66
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to
many other mutual funds (the AIM Funds). The following information is about all
the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing
an interest in the same portfolio of investments. When choosing a share class,
you should consider the factors below:

<TABLE>
<CAPTION>
CLASS A                              CLASS B                              CLASS C
- ---------------------------------------------------------------------------------------------------------
<S>                                  <C>                                  <C>
- - Initial sales charge               - No initial sales charge            - No initial sales charge

- - Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain purchases         charge on redemptions within         charge on redemptions within
                                       six years                            one year

- - Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares         - Does not convert to Class A
                                       after eight years along with a       shares
                                       pro rata portion of its
                                       reinvested dividends and
                                       distributions(1)

- - Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors
</TABLE>

      (1) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve
          Shares.

          AIM Global Trends Fund: If you held Class B shares on May 29,
          1998 and continue to hold them, those shares will convert to
          Class A shares of that fund seven years after your date of
          purchase. If you exchange those shares for Class B shares of
          another AIM Fund, the shares into which you exchanged will
          not convert to Class A shares until eight years after your
          date of purchase of the original shares.

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

DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans
that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc.
(the distributor) for the sale and distribution of its shares and fees for
services provided to shareholders, all or a substantial portion of which are
paid to the dealer of record. Because the AIM Fund pays these fees out of its
assets on an ongoing basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.

SALES CHARGES

Generally, you will not pay a sales charge on purchases or redemptions of Class
A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money
Market Fund. You may be charged a contingent deferred sales charge if you redeem
AIM Cash Reserve Shares of AIM Money Market Fund acquired through certain
exchanges. Sales charges on all other AIM Funds and classes of those Funds are
detailed below. As used below, the term "offering price" with respect to all
categories of Class A shares includes the initial sales charge.

INITIAL SALES CHARGES

The AIM Funds are grouped into three categories with respect to initial sales
charges. The "Other Information" section of your prospectus will tell you in
what category your particular AIM Fund is classified.

<TABLE>
<CAPTION>
             CATEGORY I INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
            Less than $  25,000       5.50%          5.82%
$ 25,000 but less than $  50,000      5.25           5.54
$ 50,000 but less than $ 100,000      4.75           4.99
$100,000 but less than $ 250,000      3.75           3.90
$250,000 but less than $ 500,000      3.00           3.09
$500,000 but less than $1,000,000     2.00           2.04
- -------------------------------------------------------------
</TABLE>


                                      A-1                            MCF--02/00


<PAGE>   67
                                 -------------
                                 THE AIM FUNDS
                                 -------------

<TABLE>
<CAPTION>
CATEGORY II INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                             INVESTOR'S
                                            SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
             Less than $   50,000      4.75%          4.99%
$ 50,000 but less than $  100,000      4.00           4.17
$100,000 but less than $  250,000      3.75           3.90
$250,000 but less than $  500,000      2.50           2.56
$500,000 but less than $1,000,000      2.00           2.04
- -------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
CATEGORY III INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                                <C>              <C>
             Less than $  100,000      1.00%          1.01%
$100,000 but less than $  250,000      0.75           0.76
$250,000 but less than $1,000,000      0.50           0.50
- -------------------------------------------------------------
</TABLE>

CONTINGENT DEFERRED SALES CHARGES FOR CLASS A SHARES

You can purchase $1,000,000 or more of Class A shares at net asset value.
However, if you purchase shares of that amount in Categories I or II, they will
be subject to a contingent deferred sales charge (CDSC) of 1% if you redeem them
prior to 18 months after the date of purchase. The distributor may pay a dealer
concession and/or a service fee for purchases of $1,000,000 or more.

CONTINGENT DEFERRED SALES CHARGES FOR
CLASS B AND CLASS C SHARES

You can purchase Class B and Class C shares at their net asset value per share.
However, when you redeem them, they are subject to a CDSC in the following
percentages:

<TABLE>
<CAPTION>
YEAR SINCE
PURCHASE MADE          CLASS B            CLASS C
- ----------------------------------------------------------
<S>                   <C>                <C>
First                         5%                 1%
Second                        4                None
Third                         3                None
Fourth                        3                None
Fifth                         2                None
Sixth                         1                None
Seventh and following       None               None
- ----------------------------------------------------------
</TABLE>

COMPUTING A CDSC

The CDSC on redemptions of shares is computed based on the lower of their
original purchase price or current market value, net of reinvested dividends and
capital gains distributions. In determining whether to charge a CDSC, we will
assume that you have redeemed shares on which there is no CDSC first and, then,
shares in the order of purchase.

REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS

You may qualify for reduced sales charges or sales charge exceptions. To qualify
for these reductions or exceptions, you or your financial consultant must
provide sufficient information at the time of purchase to verify that your
purchase qualifies for such treatment.

REDUCED SALES CHARGES

You may be eligible to buy Class A shares at reduced initial sales charge rates
under Rights of Accumulation or Letters of Intent under certain circumstances.

Rights of Accumulation

You may combine your new purchases of Class A shares with Class A shares
currently owned for the purpose of qualifying for the lower initial sales charge
rates that apply to larger purchases. The applicable initial sales charge for
the new purchase is based on the total of your current purchase and the current
value of all Class A shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount
of Class A shares of AIM Funds during a 13-month period. The amount you agree to
purchase determines the initial sales charge you pay. If the full face amount of
the LOI is not invested by the end of the 13-month period, your account will be
adjusted to the higher initial sales charge level for the amount actually
invested.

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- - on shares purchased by reinvesting dividends and distributions;

- - when exchanging shares among certain AIM Funds;

- - when using the reinstatement privilege; and

- - when a merger, consolidation, or acquisition of assets of an AIM Fund occurs.

CONTINGENT DEFERRED SALES CHARGE (CDSC) EXCEPTIONS

You will not pay a CDSC

- - if you redeem Class B shares you held for more than six years;

- - if you redeem Class C shares you held for more than one year;

- - if you redeem shares acquired through reinvestment of dividends and
  distributions; and

- - on increases in the net asset value of your shares.

There may be other situations when you may be able to purchase or redeem shares
at reduced or without sales charges. Consult the fund's Statement of Additional
Information for details.


MCF--02/00                            A-2


<PAGE>   68
                                 -------------
                                 THE AIM FUNDS
                                 -------------


PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Mid
Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

<TABLE>
<CAPTION>
                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
- ----------------------------------------------------------------------------------------------------------------
<S>                                              <C>                                         <C>
Savings Plans (money-purchase/profit sharing     $ 0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)
Automatic Investment Plans                        50                                                 50
IRA, Education IRA or Roth IRA                   250                                                 50
All other accounts                               500                                                 50
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

HOW TO PURCHASE SHARES

You may purchase shares using one of the options below.

PURCHASE OPTIONS


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
- ----------------------------------------------------------------------------------------------------------
<S>                             <C>                                    <C>
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and purchase payment to the            slip from your confirmation
                                transfer agent,                        statement to the transfer agent.
                                A I M Fund Services, Inc.,
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By AIM Bank Connection(SM)      Open your account using one of the     Mail completed AIM Bank Connection
                                methods described above.               form to the transfer agent. Once
                                                                       the transfer agent has received the
                                                                       form, call the transfer agent to
                                                                       place your purchase order.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. The
                                                                       maximum purchase amount per
                                                                       transaction is $100,000. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
- ----------------------------------------------------------------------------------------------------------
</TABLE>


                                      A-3                            MCF--02/00


<PAGE>   69
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing
the AIM Fund to withdraw the amount of your investment from your bank account on
a day or dates you specify and in an amount of at least $50. You may stop the
Automatic Investment Plan at any time by giving the transfer agent notice ten
days prior to your next scheduled withdrawal.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic monthly or quarterly
exchanges, if permitted, from one AIM Fund account to one or more other AIM Fund
accounts with the identical registration. The account from which exchanges are
to be made must have a minimum balance of $5,000 before you can use this option.
Exchanges will occur on (or about) the 10th or 25th day of the month, whichever
you specify, in the amount you specify. The minimum amount you can exchange to
another AIM Fund is $50.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any
AIM Fund at net asset value. Unless you specify otherwise, your dividends and
distributions will automatically be reinvested in the same AIM Fund. You may
invest your dividends and distributions (1) into another AIM Fund in the same
class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM
Money Market Fund, or vice versa.

  You must comply with the following requirements to be eligible to invest your
dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at
    least $5,000; or (b) in the AIM Fund receiving the dividend must be at least
    $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into
    another AIM Fund.

PORTFOLIO REBALANCING PROGRAM

If you have at least $5,000 in your account, you may participate in the
Portfolio Rebalancing Program. Under this Program, you can designate how the
total value of your AIM Fund holdings should be rebalanced, on a percentage
basis, between two and ten of your AIM Funds on a quarterly, semiannual or
annual basis. Your portfolio will be rebalanced through the exchange of shares
in one or more of your AIM Funds for shares of the same class of one or more
other AIM Funds in your portfolio. If you wish to participate in the Program,
make changes or cancel the Program, the transfer agent must receive your request
to participate, changes, or cancellation in good order at least five business
days prior to the next rebalancing date, which is normally the 28th day of the
last month of the period you choose. You may realize taxable gains from these
exchanges. We may modify, suspend or terminate the Program at any time on 60
days' prior written notice.

RETIREMENT PLANS

Shares of most of the AIM Funds can be purchased through tax-sheltered
retirement plans made available to corporations, individuals and employees of
non-profit organizations and public schools. A plan document must be adopted to
establish a retirement plan. You may use AIM Funds-sponsored retirement plans,
which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans,
SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or
another sponsor's retirement plan. The plan custodian of the AIM Funds-sponsored
retirement plan assesses an annual maintenance fee of $10. Contact your
financial consultant for details.

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. However, if
you acquired Class A shares of AIM Developing Markets Fund in connection with
the reorganization of AIM Eastern Europe Fund, you will be charged a redemption
fee of 2% of the net asset value of those shares, which will be paid to AIM
Developing Markets Fund, if you redeem your shares within the first year after
the reorganization. Your broker or financial consultant may charge service fees
for handling redemption transactions. Your shares also may be subject to a
contingent deferred sales charge (CDSC).

REDEMPTION OF AIM CASH RESERVE SHARES OF
AIM MONEY MARKET FUND ACQUIRED BY EXCHANGE

If you redeem AIM Cash Reserve Shares acquired by exchange from Class A shares
subject to a CDSC within 18 months of the purchase of the Class A shares, you
will be charged a CDSC.

REDEMPTION OF CLASS B SHARES OR CLASS C
SHARES ACQUIRED BY EXCHANGE FROM AIM CASH
RESERVE SHARES OF AIM MONEY MARKET FUND

We will begin the holding period for purposes of calculating the CDSC on Class B
shares or Class C shares acquired by exchange from AIM Cash Reserve Shares of
AIM Money Market Fund at the time of the exchange into Class B shares or Class C
shares.

REDEMPTION OF CLASS B SHARES ACQUIRED BY
EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM
Floating Rate Fund, the early withdrawal charge applicable to shares of AIM
Floating Rate Fund will be applied instead of the CDSC normally applicable to
Class B shares.


MCF--02/00                            A-4


<PAGE>   70
                                 -------------
                                 THE AIM FUNDS
                                 -------------

HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

<TABLE>
<S>                           <C>
Through a Financial           Contact your financial consultant.
Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM Fund and your account number; (3) if
                              the transfer agent does not hold your shares, endorsed share
                              certificates or share certificates accompanied by an
                              executed stock power; and (4) signature guarantees, if
                              necessary (see below). The transfer agent may require that
                              you provide additional information, such as corporate
                              resolutions or powers of attorney, if applicable. If you are
                              redeeming from an IRA account, you must include a statement
                              of whether or not you are at least 59 1/2 years old and
                              whether you wish to have federal income tax withheld from
                              your proceeds. The transfer agent may require certain other
                              information before you can redeem from an employer-sponsored
                              retirement plan. Contact your employer for details.

By Telephone                  Call the transfer agent. You will be allowed to redeem by
                              telephone if (1) the proceeds are to be mailed to the
                              address on record (if there has been no change communicated
                              to us within the last 30 days) or transferred electronically
                              to a pre-authorized checking account; (2) you do not hold
                              physical share certificates; (3) you can provide proper
                              identification information; (4) the proceeds of the
                              redemption do not exceed $50,000; and (5) you have not
                              previously declined the telephone redemption privilege.
                              Certain accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. The transfer agent
                              must receive your call during the hours of the customary
                              trading session of the New York Stock Exchange (NYSE) in
                              order to effect the redemption at that day's closing price.

By AIM Internet Connect       Place your redemption request at www.aimfunds.com. You will
                              be allowed to redeem by internet if (1) you do not hold
                              physical share certificates; (2) you can provide proper
                              identification information; (3) the proceeds of the
                              redemption do not exceed $50,000; and (4) you have
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. The
                              transfer agent must confirm your transaction during the
                              hours of the customary trading session of the NYSE in order
                              to effect the redemption at that day's closing price.
</TABLE>

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

TIMING AND METHOD OF PAYMENT

We normally will send out checks within one business day, and in any event no
more than seven days, after we accept your request to redeem. If you redeem
shares recently purchased by check, you will be required to wait up to ten
business days before we will send your redemption proceeds. This delay is
necessary to ensure that the purchase check has cleared.

REDEMPTION BY MAIL

If you mail us a request in good order to redeem your shares, we will mail you a
check in the amount of the redemption proceeds to the address on record with us.
If your request is not in good order, you may have to provide us with additional
documentation in order to redeem your shares.

REDEMPTION BY TELEPHONE

If you redeem by telephone, we will mail you a check in the amount of the
redemption proceeds to your address of record (if there has been no change
communicated to the transfer agent within the previous 30 days) or transmit them
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by telephone are genuine and are not
liable for telephone instructions that are reasonably believed to be genuine.

REDEMPTION BY INTERNET

If you redeem by internet, we will transmit your redemption proceeds
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by internet are genuine and are not
liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

You may arrange for regular monthly or quarterly withdrawals from your account
of at least $50. You also may make annual withdrawals if you own Class A shares.
We will redeem enough shares from your account to cover the amount withdrawn.
You must have an account balance of at least $5,000 to establish a Systematic
Withdrawal Plan. You can stop this plan at any time by giving ten days prior
notice to the transfer agent.

EXPEDITED REDEMPTIONS

(AIM Cash Reserve Shares of AIM Money Market Fund only)

If we receive your redemption order before 11:30 a.m. Eastern Time, we will try
to transmit payment of redemption proceeds on that same day. If we receive your
redemption order after 11:30 a.m. Eastern Time and before the close of the
customary trading session of the NYSE, we generally will transmit payment on the
next business day.


                                      A-5                            MCF--02/00


<PAGE>   71
                                 -------------
                                 THE AIM FUNDS
                                 -------------

REDEMPTIONS BY CHECK

(Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM
Money Market Fund only)

You may redeem shares of these AIM Funds by writing checks in amounts of $250 or
more if you have completed an authorization form. Redemption by check is not
available for retirement accounts.

SIGNATURE GUARANTEES

We require a signature guarantee when you redeem by mail and

(1) the amount is greater than $50,000;

(2) you request that payment be made to someone other than the name registered
    on the account;

(3) you request that payment be sent somewhere other than the bank of record on
    the account; or

(4) you request that payment be sent to a new address or an address that changed
    in the last 30 days.

The transfer agent will accept a guarantee of your signature by a number of
financial institutions. Call the transfer agent for additional information. Some
institutions have transaction amount maximums for these guarantees. Please check
with the guarantor institution.

REINSTATEMENT PRIVILEGE (Class A shares only)

You may, within 90 days after you sell Class A shares (except Class A shares of
AIM Tax-Exempt Cash Fund), reinvest all or part of your redemption proceeds in
Class A shares of any AIM Fund at net asset value in an identically registered
account. If you sold Class A shares of AIM Limited Maturity Treasury Fund or AIM
Tax-Free Intermediate Fund, you will incur an initial sales charge reflecting
the difference between the initial sales charges on those Funds and the ones in
which you will be investing. In addition, if you paid a contingent deferred
sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC
if you later redeem that amount. You must notify the transfer agent in writing
at the time you reinstate that you are exercising your reinstatement privilege.
You may exercise this privilege only once per year.

REDEMPTIONS BY THE AIM FUNDS

If your account has been open at least one year, you have not made an additional
purchase in the account during the past six calendar months, and the value of
your account falls below $500 for three consecutive months due to redemptions or
exchanges (excluding retirement accounts), the AIM Funds have the right to
redeem the account after giving you 60 days' prior written notice. You may avoid
having your account redeemed during the notice period by bringing the account
value up to $500 or by utilizing the Automatic Investment Plan.
  If an AIM Fund determines that you have not provided a correct Social Security
or other tax ID number on your account application, the AIM Fund may, at its
discretion, redeem the account and distribute the proceeds to you.

EXCHANGING SHARES

You may, under certain circumstances, exchange shares in one AIM Fund for those
of another AIM Fund. Before requesting an exchange, review the prospectus of the
AIM Fund you wish to acquire. Exchange privileges also apply to holders of the
Connecticut General Guaranteed Account, established for tax-qualified group
annuities, for contracts purchased on or before June 30, 1992.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the
same class of another AIM Fund. You may exchange AIM Cash Reserve Shares of AIM
Money Market Fund for Class A shares of another AIM Fund, or vice versa. You
also may exchange AIM Cash Reserve Shares of AIM Money Market Fund for Class B
shares or Class C shares of another AIM Fund, but only if the AIM Cash Reserve
Shares were purchased directly and not acquired by exchange. You may be required
to pay an initial sales charge when exchanging from a Fund with a lower initial
sales charge than the one into which you are exchanging. If you exchange from
Class A shares not subject to a CDSC into Class A shares subject to those
charges, you will be charged a CDSC when you redeem the exchanged shares. The
CDSC charged on redemption of those shares will be calculated starting on the
date you acquired those shares through exchange.



YOU WILL NOT PAY A SALES CHARGE WHEN EXCHANGING:

(1) Class A shares with an initial sales charge (except for Class A shares of
    AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for
    Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money
    Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
    Intermediate Fund for

    (a) one another;

    (b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of
        AIM Tax-Exempt Cash Fund; or

    (c) Class A shares of another AIM Fund, but only if

       (i)  you acquired the original shares before May 1, 1994; or

       (ii) you acquired the original shares on or after May 1, 1994 by way of
            an exchange from shares with higher sales charges;

(3) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM
    Tax-Exempt Cash Fund for

    (a) one another;

    (b) Class A shares of an AIM Fund subject to an initial sales charge (except
        for Class A shares of AIM Limited


MCF--02/00                            A-6


<PAGE>   72
                                 -------------
                                 THE AIM FUNDS
                                 -------------

        Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), but only if
        you acquired the original shares

       (i)  prior to May 1, 1994 by exchange from Class A shares subject to an
            initial sales charge;

       (ii) on or after May 1, 1994 by exchange from Class A shares subject to
            an initial sales charge (except for Class A shares of AIM Limited
            Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

    (c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
        Intermediate Fund, but only if you acquired the original shares by
        exchange from Class A shares subject to an initial sales charge; or

(4) Class B shares for other Class B shares, and Class C shares for other Class
    C shares.

(5) AIM Cash Reserve Shares of AIM Money Market Fund for Class B shares and
    Class C shares.

EXCHANGES NOT PERMITTED

You may not exchange Class A shares subject to contingent deferred sales charges
for Class A shares of AIM Limited Maturity Treasury Fund, AIM Tax-Free
Intermediate Fund or AIM Tax-Exempt Cash Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- - You must meet the minimum purchase requirements for the AIM Fund into which
  you are exchanging;

- - Shares of the AIM Fund you wish to acquire must be available for sale in your
  state of residence;

- - Exchanges must be made between accounts with identical registration
  information;

- - The account you wish to exchange from must have a certified tax identification
  number (or the Fund has received an appropriate Form W-8 or W-9);

- - Shares must have been held for at least one day prior to the exchange;

- - If you have physical share certificates, you must return them to the transfer
  agent prior to the exchange; and

- - You are limited to a maximum of 10 exchanges per calendar year, because
  excessive short-term trading or market-timing activity can hurt fund
  performance. If you exceed that limit, or if an AIM Fund or the distributor
  determines, in its sole discretion, that your short-term trading is excessive
  or that you are engaging in market-timing activity, it may reject any
  additional exchange orders. An exchange is the movement out of (redemption)
  one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM Fund may delay the purchase of shares
being acquired in an exchange for up to five business days if it determines that
it would be materially disadvantaged by the immediate transfer of exchange
proceeds. There is no fee for exchanges. The exchange privilege is not an option
or right to purchase shares. Any of the participating AIM Funds or the
distributor may modify or discontinue this privilege at any time.

BY MAIL

If you wish to make an exchange by mail, you must include original signatures of
each registered owner exactly as the shares are registered, the account
registration and account number, the dollar amount or number of shares to be
exchanged and the names of the AIM Funds from which and into which the exchange
is to be made.

BY TELEPHONE

Conditions that apply to exchanges by telephone are the same as redemptions by
telephone, including that the transfer agent must receive exchange requests
during the hours of the customary trading session of the NYSE; however, you
still will be allowed to exchange by telephone even if you have changed your
address of record within the preceding 30 days.

BY INTERNET

You will be allowed to exchange by internet if (1) you do not hold physical
share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time
you held the original shares will be added to the holding period of the Class B
or Class C shares, respectively, into which you exchanged for the purpose of
calculating contingent deferred sales charges (CDSC) if you later redeem the
exchanged shares. If you redeem Class B shares acquired by exchange via a tender
offer by AIM Floating Rate Fund, you will be credited with the time period you
held the shares of AIM Floating Rate Fund for the purpose of computing the early
withdrawal charge applicable to those shares.

- --------------------------------------------------------------------------------
 EACH AIM FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO:

 - REJECT OR CANCEL ANY PART OF ANY PURCHASE OR EXCHANGE ORDER;

 - MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY AIM FUND;

 - REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND
   SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

 - WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.
- --------------------------------------------------------------------------------


                                      A-7                            MCF--02/00


<PAGE>   73
                                 -------------
                                 THE AIM FUNDS
                                 -------------

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The
AIM Funds value portfolio securities for which market quotations are readily
available at market value. The AIM Funds value short-term investments maturing
within 60 days at amortized cost, which approximates market value. AIM Money
Market Fund and AIM Tax-Exempt Cash Fund value all of their securities at
amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund, AIM
Tax-Exempt Bond Fund of Connecticut and AIM Tax-Free Intermediate Fund value
variable rate securities that have an unconditional demand or put feature
exercisable within seven days or less at par, which reflects the market value of
such securities.


  The AIM Funds value all other securities and assets at their fair value.
Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day. In addition, if,
between the time trading ends on a particular security and the close of the
customary trading session of the NYSE, events occur that materially affect the
value of the security, the AIM Funds may value the security at its fair value as
determined in good faith by or under the supervision of the Board of Directors
or Trustees of the AIM Fund. The effect of using fair value pricing is that an
AIM Fund's net asset value will be subject to the judgment of the Board of
Directors or Trustees or its designee instead of being determined by the market.
Because some of the AIM Funds may invest in securities that are primarily listed
on foreign exchanges, the value of those funds' assets may change on days when
you will not be able to purchase or redeem fund shares.


  Each AIM Fund determines the net asset value of its shares as of the close of
the customary trading session of the NYSE on each day the NYSE is open for
business. AIM Money Market Fund also determines its net asset value as of 12:00
noon Eastern Time on each day the NYSE is open for business.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary
trading session of the NYSE. The AIM Funds price purchase, exchange and
redemption orders at the net asset value calculated after the transfer agent
receives an order in good form. An AIM Fund may postpone the right of redemption
only under unusual circumstances, as allowed by the Securities and Exchange
Commission, such as when the NYSE restricts or suspends trading.

TAXES

In general, dividends and distributions you receive are taxable as ordinary
income or long-term capital gains for federal income tax purposes, whether you
reinvest them in additional shares or take them in cash. Distributions are
taxable to you at different rates depending on the length of time the fund holds
its assets. Different tax rates apply to ordinary income and long-term capital
gain distributions, regardless of how long you have held your shares. Every
year, you will be sent information showing the amount of dividends and
distributions you received from each AIM Fund during the prior year.

  Any long-term or short-term capital gains realized from redemptions of AIM
Fund shares will be subject to federal income tax. Exchanges of shares for
shares of another AIM Fund are treated as a sale, and any gain realized on the
transaction will generally be subject to federal income tax.

  INVESTORS IN TAX-EXEMPT FUNDS SHOULD READ THE INFORMATION UNDER THE HEADING
"OTHER INFORMATION -- SPECIAL TAX INFORMATION REGARDING THE FUND" IN THIS
PROSPECTUS.

  The foreign, state and local tax consequences of investing in AIM Fund shares
may differ materially from the federal income tax consequences described above.
You should consult your tax advisor before investing.


MCF--02/00                            A- 8


<PAGE>   74
                       ----------------------------------
                       AIM GLOBAL FINANCIAL SERVICES FUND
                       ----------------------------------


OBTAINING ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

More information may be obtained free of charge upon request. The Statement of
Additional Information (SAI), a current version of which is on file with the
Securities and Exchange Commission (SEC), contains more details about the fund
and is incorporated by reference into the prospectus (is legally a part of this
prospectus). Annual and semiannual reports to shareholders contain additional
information about the fund's investments. The fund's annual report also
discusses the market conditions and investment strategies that significantly
affected the fund's performance during its last fiscal year.


  If you have questions about this fund, another fund in The AIM Family of
Funds--Registered Trademark-- or your account, or wish to obtain free copies
of the fund's current SAI or annual or semiannual reports, please contact us

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

<TABLE>
<S>                          <C>
BY MAIL:                     A I M Fund Services, Inc.
                             P.O. Box 4739
                             Houston, TX 77210-4739

BY TELEPHONE:                (800) 347-4246

BY E-MAIL:                   [email protected]

ON THE INTERNET:             http://www.aimfunds.com
                             (prospectuses and annual
                             and semiannual reports
                             only)
</TABLE>

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


You also can review and obtain copies of the fund's SAI, reports and other
information at the SEC's Public Reference Room in Washington, DC; on the EDGAR
database on the SEC's Internet website (http://www.sec.gov); or, after paying a
duplication fee, by sending a letter to the SEC's Public Reference Section,
Washington, DC 20549-0102 or by sending an electronic mail request to
[email protected]. Please call the SEC at 1-202-942-8090 for information about
the Public Reference Room.


- ------------------------------------
 AIM Global Financial Services Fund
 SEC 1940 Act file number: 811-05426
- ------------------------------------

[AIM LOGO APPEARS HERE]  www.aimfunds.com   GFS-PRO-1   INVEST WITH DISCIPLINE
                                                       --Registered Trademark--
<PAGE>   75

      AIM GLOBAL
      GOVERNMENT INCOME FUND

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

      AIM Global Government Income Fund primarily seeks to provide high current
      income and, secondarily, growth of capital and protection of principal.

                                                     AIM--Registered Trademark--

      PROSPECTUS

      FEBRUARY 28, 2000


                                    This prospectus contains important
                                    information about Class A, B and C
                                    shares of the fund. Please read it
                                    before investing and keep it for
                                    future reference.

                                    As with all other mutual fund
                                    securities, the Securities and
                                    Exchange Commission has not approved
                                    or disapproved these securities or
                                    determined whether the information in
                                    this prospectus is adequate or
                                    accurate. Anyone who tells you
                                    otherwise is committing a crime.


                                    An investment in the fund:
                                       - is not FDIC insured;
                                       - may lose value; and
                                       - is not guaranteed by a bank.


      [AIM LOGO APPEARS HERE]                             INVEST WITH DISCIPLINE
                                                      -- Registered Trademark --
<PAGE>   76

                       ---------------------------------
                       AIM GLOBAL GOVERNMENT INCOME FUND
                       ---------------------------------

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S>                                      <C>
INVESTMENT OBJECTIVES AND STRATEGIES         1
- - - - - - - - - - - - - - - - - - - - - - - - -

PRINCIPAL RISKS OF INVESTING IN THE FUND     1
- - - - - - - - - - - - - - - - - - - - - - - - -

PERFORMANCE INFORMATION                      3
- - - - - - - - - - - - - - - - - - - - - - - - -

Annual Total Returns                         3

Performance Table                            3

FEE TABLE AND EXPENSE EXAMPLE                4
- - - - - - - - - - - - - - - - - - - - - - - - -

Fee Table                                    4

Expense Example                              4

FUND MANAGEMENT                              5
- - - - - - - - - - - - - - - - - - - - - - - - -

The Advisors                                 5

Advisor Compensation                         5

Portfolio Managers                           5

OTHER INFORMATION                            5
- - - - - - - - - - - - - - - - - - - - - - - - -

Sales Charges                                5

Dividends and Distributions                  5

FINANCIAL HIGHLIGHTS                         6
- - - - - - - - - - - - - - - - - - - - - - - - -

SHAREHOLDER INFORMATION                    A-1
- - - - - - - - - - - - - - - - - - - - - - - - -

Choosing a Share Class                     A-1

Purchasing Shares                          A-3

Redeeming Shares                           A-4

Exchanging Shares                          A-6

Pricing of Shares                          A-8

Taxes                                      A-8

OBTAINING ADDITIONAL INFORMATION     Back Cover
- - - - - - - - - - - - - - - - - - - - - - - - -
</TABLE>



The AIM Family of Funds, The AIM Family of Funds and Design (i.e., the AIM
logo), AIM and Design, AIM, AIM LINK, AIM Institutional Funds, aimfunds.com, La
Familia AIM de Fondos, La Familia AIM de Fondos and Design and Invest with
Discipline are registered service marks and AIM Bank Connection, AIM Funds, AIM
Funds and Design, AIM Internet Connect and AIM Investor are service marks of
A I M Management Group Inc.


No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and you should not rely on such other information or
representations.
<PAGE>   77

                       ---------------------------------
                       AIM GLOBAL GOVERNMENT INCOME FUND
                       ---------------------------------

INVESTMENT OBJECTIVES AND STRATEGIES
- --------------------------------------------------------------------------------

The fund's primary investment objective is high current income, and its
secondary investment objectives are growth of capital and protection of
principal.

  The fund seeks to meet these objectives by investing at least 65% of its total
assets in debt securities (including mortgage-backed securities) issued or
guaranteed by U.S. and foreign governments or by their agencies, authorities,
and instrumentalities, as well as by supranational entities, such as the World
Bank. The fund primarily invests in high-quality government debt securities that
are rated in the top two ratings categories by Moody's Investors Service, Inc.
or Standard & Poor's or deemed by the portfolio managers to be of comparable
quality. The fund may invest in lower-quality debt securities, i.e., "junk
bonds."

  The fund may invest up to 35% of its total assets in (1) foreign government
securities that are rated within the third and fourth highest ratings categories
by Moody's or S&P or deemed by the fund's portfolio managers to be of comparable
quality; (2) corporate debt obligations of U.S. or foreign issuers rated at
least investment grade (rated within the four highest ratings categories by
Moody's or S&P); (3) privately issued mortgage-backed and asset-backed
securities that are rated at least investment grade, or deemed by the portfolio
managers to be of comparable quality; and (4) common stocks, preferred stocks
and warrants, provided that the fund will invest no more than 20% of its total
assets in such securities.

  The fund will normally invest in securities issued by at least three different
countries, including the United States, and may invest a significant portion of
its assets in the securities of U.S. issuers. However, the fund will invest no
more than 40% of its total assets in securities of any one country, other than
the U.S. The fund will only invest in a foreign currency or in securities
denominated in a foreign currency if the portfolio managers consider the
currency to be fully exchangeable into U.S. dollars or a multinational currency
unit.

  The portfolio managers allocate assets among securities of countries and in
currency denominations where the combination of fixed-income market returns, the
price appreciation of fixed-income securities and currency exchange rate
movements will present opportunities for meeting the fund's investment
objectives. The principal determinants of the emphasis given to various country,
geographic, and industry sectors within the fund are fundamental economic
strength, credit quality, and currency and interest rate trends. Further, the
portfolio managers select particular issuers based on additional economic
criteria such as yield, maturity, issue classification, and quality
characteristics. Currency investments are based on economic factors (such as
relative inflation, interest rate levels and trends, growth rate forecasts,
balance of payments status, and economic policies) and on political and
technical data. The portfolio managers consider whether to sell a particular
security when any of those factors materially changes.

  The fund is a non-diversified portfolio. With respect to 50% of its assets, it
is permitted to invest more than 5% of its assets in the securities of any one
issuer.


  In anticipation of or in response to adverse market conditions, for cash
management purposes or for defensive purposes, the fund may temporarily hold all
or a portion of its assets in cash (U.S. dollars, foreign currencies or
multinational currency units), money market instruments, shares of affiliated
money market funds, or high-quality debt securities. As a result, the fund may
not achieve its investment objectives.


  The fund may engage in active and frequent trading of portfolio securities to
achieve its investment objectives. If the fund does trade in this way, it may
incur increased transaction costs, which can lower the actual return on your
investment. Active trading may also increase short-term capital gains and
losses, which may affect the taxes you have to pay.

PRINCIPAL RISKS OF INVESTING IN THE FUND
- --------------------------------------------------------------------------------

There is a risk that you could lose all or a portion of your investment in the
fund and that the income you may receive from your investment may vary. The
value of your investment in the fund will go up and down with the prices of the
securities in which the fund invests. Debt securities are particularly
vulnerable to credit risk and interest rate fluctuations. When interest rates
rise, bond prices fall; the longer a bond's duration, the more sensitive it is
to this risk. The fund could also lose money if any debt securities that the
fund holds are downgraded or go into default.

  Mortgage-backed and asset-backed securities are subject to different risks
from bonds and, as a result, may respond to changes in interest rates
differently. If interest rates fall, people refinance or pay off their mortgages
ahead of time, which may cause mortgage-backed securities to lose value. If
interest rates rise, many people may refinance or prepay their mortgages at a
slower-than-expected rate. This may effectively lengthen the life of
mortgage-backed securities, which may cause the securities to be more sensitive
to changes in interest rates.

  The prices of foreign securities may be further affected by other factors,
including:

- - Currency exchange rates--The dollar value of the fund's foreign investments
  will be affected by changes in the exchange rates between the dollar and the
  currencies in which those investments are traded.

- - Political and economic conditions--The value of the fund's foreign investments
  may be adversely affected by political and social instability in their home
  countries and by changes in economic or taxation policies in those countries.

                                        1
<PAGE>   78
                       ---------------------------------
                       AIM GLOBAL GOVERNMENT INCOME FUND
                       ---------------------------------

- - Regulations--Foreign companies generally are subject to less stringent
  regulations, including financial and accounting controls, than are U.S.
  companies. As a result, there generally is less publicly available information
  about foreign companies than about U.S. companies.

- - Markets--The securities markets of other countries are smaller than U.S.
  securities markets. As a result, many foreign securities may be less liquid
  and more volatile than U.S. securities.


  These factors may affect the prices of securities issued by foreign companies
and governments located in developing countries more than those in countries
with mature economies. For example, many developing countries have, in the past,
experienced high rates of inflation or sharply devalued their currencies against
the U.S. dollar, thereby causing the value of investments in companies located
in those countries to decline. Transaction costs are often higher in developing
countries and there may be delays in settlement procedures.


  Sovereign debt securities of developing country governments are generally
lower-quality debt securities. Sovereign debt securities are subject to the
additional risk that, under some political, diplomatic, social or economic
circumstances, some developing countries that issue lower-quality debt
securities may be unable or unwilling to make principal or interest repayments
as they come due.

  Compared to higher-quality debt securities, junk bonds involve greater risk of
default or price changes due to changes in the credit quality of the issuer
because they are generally unsecured and may be subordinated to other creditors'
claims. The value of junk bonds often fluctuates in response to company,
political or economic developments and can decline significantly over short
periods of time or during periods of general or regional economic difficulty.
During those times, the bonds could be difficult to value or to sell at a fair
price. Credit ratings on junk bonds do not necessarily reflect their actual
market risk.

  Because it is non-diversified, the fund may invest in fewer issuers than if it
was a diversified fund. Thus, the value of the fund's shares may vary more
widely, and the fund may be subject to greater investment and credit risk, than
if the fund invested more broadly.


  An investment in the fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.


                                        2
<PAGE>   79

                       ---------------------------------
                       AIM GLOBAL GOVERNMENT INCOME FUND
                       ---------------------------------

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

The bar chart and table shown below provide an indication of the risks of
investing in the fund. The fund's past performance is not necessarily an
indication of its future performance.

ANNUAL TOTAL RETURNS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
The following bar chart shows changes in the performance of the fund's Class A
shares from year to year. The bar chart does not reflect sales loads. If it did,
the annual total returns shown would be lower.

                      [GRAPH]

<TABLE>
<CAPTION>
                                              Annual
Year Ended                                    Total
December 31                                   Return
- -----------                                   ------
<S>                                           <C>
1990 .......................................   8.77%
1991 .......................................  13.67%
1992 .......................................   1.95%
1993 .......................................  25.52%
1994 ....................................... -13.95%
1995 .......................................  15.63%
1996 .......................................   6.06%
1997 .......................................   3.37%
1998 .......................................  12.13%
1999 .......................................  -7.82%
</TABLE>

  During the periods shown in the bar chart, the highest quarterly return was
7.01% (quarter ended September 30, 1998) and the lowest quarterly return was
- -8.76% (quarter ended March 31, 1994).

PERFORMANCE TABLE

The following performance table compares the fund's performance to that of a
broad-based securities market index. The fund's performance reflects payment of
sales loads.


<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(for the periods ended                                                           SINCE     INCEPTION
December 31, 1999)                               1 YEAR   5 YEARS   10 YEARS   INCEPTION      DATE
- -------------------------------------------------------------------------------------------------------
<S>                                              <C>      <C>       <C>        <C>         <C>
Class A                                          (12.16)%   4.54%     5.44%       5.65%    03/29/88
Class B                                          (12.76)    4.52        --        4.25     10/22/92
Class C                                             --        --        --          --     03/01/99
J.P. Morgan Global Government Bond Index(1)       (5.08)    6.69      7.81        7.34(2)  03/31/88(2)
- -------------------------------------------------------------------------------------------------------
</TABLE>


(1) The J.P. Morgan Global Government Bond Index is an average of government
    bonds from 13 major bond markets.
(2) The average annual total return given is since the date closest to the
    inception date of the class with the longest performance history.

                                        3
<PAGE>   80

                       ---------------------------------
                       AIM GLOBAL GOVERNMENT INCOME FUND
                       ---------------------------------

FEE TABLE AND EXPENSE EXAMPLE
- --------------------------------------------------------------------------------

FEE TABLE

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund:

<TABLE>
<CAPTION>
SHAREHOLDER FEES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(fees paid directly from
your investment)           CLASS A   CLASS B   CLASS C
- -------------------------------------------------------
<S>                         <C>       <C>       <C>
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of
offering price)             4.75%     None      None

Maximum Deferred
Sales Charge (Load)
(as a percentage of
original purchase
price or redemption
proceeds, whichever
is less)                    None(1)   5.00%     1.00%
- -------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(expenses that are deducted
from fund assets)       CLASS A   CLASS B   CLASS C
- -------------------------------------------------------
<S>                     <C>       <C>       <C>
Management Fees          0.73%     0.73%     0.73%

Distribution and/or
Service (12b-1) Fees     0.35      1.00      1.00

Other Expenses

  Other                  0.41      0.41      0.41

  Interest               0.04      0.04      0.04

Total Other Expenses     0.45      0.45      0.45
                         ----      ----      ----
Total Annual Fund
Operating Expenses       1.53      2.18      2.18
- -------------------------------------------------------
</TABLE>


(1) If you buy $1,000,000 or more of Class A shares and redeem these shares
    within 18 months from the date of purchase, you may pay a 1% contingent
    deferred sales charge (CDSC) at the time of redemption.

As a result of 12b-1 fees, long-term shareholders in the fund may pay more than
the maximum permitted initial sales charge.

EXPENSE EXAMPLE

This example is intended to help you compare the costs of investing in different
classes of the fund with the cost of investing in other mutual funds.

  The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. Although your actual returns and
costs may be higher or lower, based on these assumptions your costs would be:


<TABLE>
<CAPTION>
         1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class A   $623     $935     $1,270     $2,212
Class B    721      982      1,370      2,349
Class C    321      682      1,170      2,513
- ----------------------------------------------
</TABLE>


You would pay the following expenses if you did not redeem your shares:


<TABLE>
<CAPTION>
         1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class A   $623     $935     $1,270     $2,212
Class B    221      682      1,170      2,349
Class C    221      682      1,170      2,513
- ----------------------------------------------

</TABLE>


                                        4
<PAGE>   81
                       ---------------------------------
                       AIM GLOBAL GOVERNMENT INCOME FUND
                       ---------------------------------

FUND MANAGEMENT
- --------------------------------------------------------------------------------

THE ADVISORS

A I M Advisors, Inc. (the advisor) serves as the fund's investment advisor.
INVESCO Asset Management Limited (the subadvisor), an affiliate of the advisor,
is the fund's subadvisor and is responsible for its day-to-day management. The
advisor is located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.
The subadvisor is located at 11 Devonshire Square, London EC2M 4YR, England. The
advisors supervise all aspects of the fund's operations and provide investment
advisory services to the fund, including obtaining and evaluating economic,
statistical and financial information to formulate and implement investment
programs for the fund.


  The advisor has acted as an investment advisor since its organization in 1976,
and the subadvisor has acted as an investment advisor since 1967. Today, the
advisor, together with its subsidiaries, advises or manages over 120 investment
portfolios, including the fund, encompassing a broad range of investment
objectives.


ADVISOR COMPENSATION


During the fiscal year ended October 31, 1999, the advisor received compensation
of 0.73% of average daily net assets.


PORTFOLIO MANAGERS

The advisors use a team approach to investment management. The individual
members of the team who are primarily responsible for the day-to-day management
of the fund's portfolio are


- - Thomas J. Berger, Portfolio Manager, has been responsible for the fund since
  1999 and has been associated with the advisor and/or its affiliates since
  1997. From 1993 to 1997 he was Director of Mercury Asset Management PLC.



- - Paul Griffiths, Portfolio Manager, has been responsible for the fund since
  1999 and has been associated with the advisor and/or its affiliates since
  1994.




OTHER INFORMATION
- --------------------------------------------------------------------------------

SALES CHARGES


Purchases of Class A shares of AIM Global Government Income Fund are subject to
the maximum 4.75% initial sales charge as listed under the heading "CATEGORY II
Initial Sales Charges" in the "Shareholder Information--Choosing a Share Class"
section of this prospectus. Purchases of Class B and Class C shares are subject
to the contingent deferred sales charges listed in that section.


DIVIDENDS AND DISTRIBUTIONS


The fund expects that its distributions will consist primarily of income.


DIVIDENDS

The fund generally declares and pays dividends, if any, monthly.

CAPITAL GAINS DISTRIBUTIONS


The fund generally distributes long-term and short-term capital gains, if any,
annually.


                                        5
<PAGE>   82

                       ---------------------------------
                       AIM GLOBAL GOVERNMENT INCOME FUND
                       ---------------------------------

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the fund's
financial performance. Certain information reflects financial results for a
single fund share.

  The total returns in the table represent the rate that an investor would have
earned (or lost) on an investment in the fund (assuming reinvestment of all
dividends and distributions).

  This information has been audited by PricewaterhouseCoopers LLP, whose report,
along with the fund's financial statements, is included in the fund's annual
report, which is available upon request.


<TABLE>
<CAPTION>
                                                                        CLASS A
                                                  ----------------------------------------------------
                                                                 YEAR ENDED OCTOBER 31,
                                                  1999(a)    1998(a)    1997(a)    1996(a)    1995(a)
- ------------------------------------------------------------------------------------------------------
<S>                                               <C>        <C>        <C>        <C>        <C>
Net asset value, beginning of period              $   8.97   $   8.62   $   8.74   $   8.81   $   8.63
Income from investment operations:
  Net investment income                               0.41       0.54       0.52       0.57       0.62
  Net realized and unrealized gain (loss) on
    investments                                      (0.76)      0.32      (0.13)      0.03       0.15
      Net increase (decrease) from investment
        operations                                   (0.35)      0.86       0.39       0.60       0.77
Distributions to shareholders:
  From net investment income                         (0.43)     (0.16)     (0.31)     (0.57)     (0.59)
  From net realized gain on investments                 --         --         --      (0.10)        --
  In excess of net investment income                    --      (0.35)     (0.20)        --         --
      Total distributions                            (0.43)     (0.51)     (0.51)     (0.67)     (0.59)
Net asset value, end of period                    $   8.19   $   8.97   $   8.62   $   8.74   $   8.81
Total return(b)                                      (3.97)%    10.20%      4.78%      7.11%      9.22%
- ------------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- ------------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)                $85,669   $121,268   $154,272   $240,945   $385,404
Ratio of net investment income to average net
  assets                                              4.72%(c)   6.06%      6.04%      6.52%      6.98%
Ratio of expenses to average net assets
  (excluding interest expense)                        1.49%(c)   1.52%      1.51%      1.39%      1.38%
Ratio of interest expense to average net assets       0.04%      0.29%       N/A        N/A        N/A
Portfolio turnover rate                                110%       305%       241%       268%       385%
- ------------------------------------------------------------------------------------------------------
</TABLE>



(a) These selected per share data were calculated based upon the average shares
    outstanding during the period.


(b) Total return does not include sales charges and is not annualized for
    periods less than one year.


(c) Ratios are based on average net assets of $103,919,944.

N/A Not applicable.

                                        6
<PAGE>   83

                       ---------------------------------
                       AIM GLOBAL GOVERNMENT INCOME FUND
                       ---------------------------------


FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                          CLASS B
                                                   ---------------------------------------------------
                                                                YEAR ENDED OCTOBER 31,
                                                   1999(a)   1998(a)    1997(a)    1996(a)    1995(a)
- ------------------------------------------------------------------------------------------------------
<S>                                                <C>       <C>       <C>        <C>        <C>
Net asset value, beginning of period               $  8.97   $  8.62   $   8.74   $   8.80   $   8.64
Income from investment operations:
  Net investment income                               0.35      0.47       0.46       0.51       0.55
  Net realized and unrealized gain (loss) on
    investments                                      (0.75)     0.34      (0.12)      0.04       0.14
      Net increase (decrease) from investment
        operations                                   (0.40)     0.81       0.34       0.55       0.69
Distributions to shareholders:
  From net investment income                         (0.38)    (0.11)     (0.28)     (0.51)     (0.53)
  From net realized gain on investments                --        --         --       (0.10)       --
  In excess of net investment income                   --      (0.35)     (0.18)     --           --
      Total distributions                            (0.38)    (0.46)     (0.46)     (0.61)     (0.53)
Net asset value, end of period                     $  8.19   $  8.97   $   8.62   $   8.74   $   8.80
Total return(b)                                      (4.62)%    9.65%      4.00%      6.54%      8.22%
- ------------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- ------------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)                $55,849   $91,852   $127,722   $166,577   $235,481
Ratio of net investment income (loss) to average
  net assets                                          4.07%(c)  5.41%      5.39%      5.87%      6.33%
Ratio of expenses to average net assets
  (excluding interest expense)                        2.14%(c)  2.17%      2.16%      2.04%      2.03%
Ratio of interest expense to average net assets       0.04%     0.29%       N/A        N/A        N/A
Portfolio turnover rate                                110%      305%       241%       268%       385%
- ------------------------------------------------------------------------------------------------------
</TABLE>



(a) These selected per share data were calculated based upon average shares
    outstanding during the period.


(b) Total return does not include sales charges and is not annualized for
    periods less than one year.


(c) Ratios are based on average net assets of $71,016,370.

N/A Not applicable.


<TABLE>
<CAPTION>
                                                                 CLASS C
                                                     -------------------------------
                                                            MARCH 1, 1999 TO
                                                           OCTOBER 31, 1999(a)
- ------------------------------------------------------------------------------------
<S>                                                  <C>
Net asset value, beginning of period                             $ 8.63
Income from investment operations:
  Net investment income                                            0.20
  Net realized and unrealized gain (loss) on
    investments                                                   (0.44)
      Net increase (decrease) from investment
        operations                                                (0.24)
Distributions to shareholders:
  From net investment income                                      (0.21)
  From net realized gain on investments                             --
  In excess of net investment income                                --
      Total distributions                                         (0.21)
Net asset value, end of period                                   $ 8.18
Total return(b)                                                   (2.80)%
- ------------------------------------------------------------------------------------
Ratios and supplemental data:
- ------------------------------------------------------------------------------------
Net assets, end of period (in 000s)                              $  243
Ratio of net investment income to average net
  assets                                                           4.07%(c)
Ratio of expenses to average net assets (excluding
  interest expense)                                                2.14%(c)
Ratio of interest expense to average net assets                    0.04%
Portfolio turnover rate                                             110%
- ------------------------------------------------------------------------------------
</TABLE>



(a) These selected per share data were calculated based upon average shares
    outstanding during the period.


(b) Total return does not include sales charges and is not annualized for
    periods less than one year.


(c) Ratios are annualized and based on average net assets of $196,715.


                                        7
<PAGE>   84
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to
many other mutual funds (the AIM Funds). The following information is about all
the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing
an interest in the same portfolio of investments. When choosing a share class,
you should consider the factors below:

<TABLE>
<CAPTION>
CLASS A                              CLASS B                              CLASS C
- ---------------------------------------------------------------------------------------------------------
<S>                                  <C>                                  <C>
- - Initial sales charge               - No initial sales charge            - No initial sales charge

- - Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain purchases         charge on redemptions within         charge on redemptions within
                                       six years                            one year

- - Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares         - Does not convert to Class A
                                       after eight years along with a       shares
                                       pro rata portion of its
                                       reinvested dividends and
                                       distributions(1)

- - Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors
</TABLE>

      (1) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve
          Shares.

          AIM Global Trends Fund: If you held Class B shares on May 29,
          1998 and continue to hold them, those shares will convert to
          Class A shares of that fund seven years after your date of
          purchase. If you exchange those shares for Class B shares of
          another AIM Fund, the shares into which you exchanged will
          not convert to Class A shares until eight years after your
          date of purchase of the original shares.

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

DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans
that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc.
(the distributor) for the sale and distribution of its shares and fees for
services provided to shareholders, all or a substantial portion of which are
paid to the dealer of record. Because the AIM Fund pays these fees out of its
assets on an ongoing basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.

SALES CHARGES

Generally, you will not pay a sales charge on purchases or redemptions of Class
A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money
Market Fund. You may be charged a contingent deferred sales charge if you redeem
AIM Cash Reserve Shares of AIM Money Market Fund acquired through certain
exchanges. Sales charges on all other AIM Funds and classes of those Funds are
detailed below. As used below, the term "offering price" with respect to all
categories of Class A shares includes the initial sales charge.

INITIAL SALES CHARGES

The AIM Funds are grouped into three categories with respect to initial sales
charges. The "Other Information" section of your prospectus will tell you in
what category your particular AIM Fund is classified.

<TABLE>
<CAPTION>
             CATEGORY I INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
            Less than $  25,000       5.50%          5.82%
$ 25,000 but less than $  50,000      5.25           5.54
$ 50,000 but less than $ 100,000      4.75           4.99
$100,000 but less than $ 250,000      3.75           3.90
$250,000 but less than $ 500,000      3.00           3.09
$500,000 but less than $1,000,000     2.00           2.04
- -------------------------------------------------------------
</TABLE>


                                      A-1                            MCF--02/00


<PAGE>   85
                                 -------------
                                 THE AIM FUNDS
                                 -------------

<TABLE>
<CAPTION>
CATEGORY II INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                             INVESTOR'S
                                            SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
             Less than $   50,000      4.75%          4.99%
$ 50,000 but less than $  100,000      4.00           4.17
$100,000 but less than $  250,000      3.75           3.90
$250,000 but less than $  500,000      2.50           2.56
$500,000 but less than $1,000,000      2.00           2.04
- -------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
CATEGORY III INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                                <C>              <C>
             Less than $  100,000      1.00%          1.01%
$100,000 but less than $  250,000      0.75           0.76
$250,000 but less than $1,000,000      0.50           0.50
- -------------------------------------------------------------
</TABLE>

CONTINGENT DEFERRED SALES CHARGES FOR CLASS A SHARES

You can purchase $1,000,000 or more of Class A shares at net asset value.
However, if you purchase shares of that amount in Categories I or II, they will
be subject to a contingent deferred sales charge (CDSC) of 1% if you redeem them
prior to 18 months after the date of purchase. The distributor may pay a dealer
concession and/or a service fee for purchases of $1,000,000 or more.

CONTINGENT DEFERRED SALES CHARGES FOR
CLASS B AND CLASS C SHARES

You can purchase Class B and Class C shares at their net asset value per share.
However, when you redeem them, they are subject to a CDSC in the following
percentages:

<TABLE>
<CAPTION>
YEAR SINCE
PURCHASE MADE          CLASS B            CLASS C
- ----------------------------------------------------------
<S>                   <C>                <C>
First                         5%                 1%
Second                        4                None
Third                         3                None
Fourth                        3                None
Fifth                         2                None
Sixth                         1                None
Seventh and following       None               None
- ----------------------------------------------------------
</TABLE>

COMPUTING A CDSC

The CDSC on redemptions of shares is computed based on the lower of their
original purchase price or current market value, net of reinvested dividends and
capital gains distributions. In determining whether to charge a CDSC, we will
assume that you have redeemed shares on which there is no CDSC first and, then,
shares in the order of purchase.

REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS

You may qualify for reduced sales charges or sales charge exceptions. To qualify
for these reductions or exceptions, you or your financial consultant must
provide sufficient information at the time of purchase to verify that your
purchase qualifies for such treatment.

REDUCED SALES CHARGES

You may be eligible to buy Class A shares at reduced initial sales charge rates
under Rights of Accumulation or Letters of Intent under certain circumstances.

Rights of Accumulation

You may combine your new purchases of Class A shares with Class A shares
currently owned for the purpose of qualifying for the lower initial sales charge
rates that apply to larger purchases. The applicable initial sales charge for
the new purchase is based on the total of your current purchase and the current
value of all Class A shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount
of Class A shares of AIM Funds during a 13-month period. The amount you agree to
purchase determines the initial sales charge you pay. If the full face amount of
the LOI is not invested by the end of the 13-month period, your account will be
adjusted to the higher initial sales charge level for the amount actually
invested.

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- - on shares purchased by reinvesting dividends and distributions;

- - when exchanging shares among certain AIM Funds;

- - when using the reinstatement privilege; and

- - when a merger, consolidation, or acquisition of assets of an AIM Fund occurs.

CONTINGENT DEFERRED SALES CHARGE (CDSC) EXCEPTIONS

You will not pay a CDSC

- - if you redeem Class B shares you held for more than six years;

- - if you redeem Class C shares you held for more than one year;

- - if you redeem shares acquired through reinvestment of dividends and
  distributions; and

- - on increases in the net asset value of your shares.

There may be other situations when you may be able to purchase or redeem shares
at reduced or without sales charges. Consult the fund's Statement of Additional
Information for details.


MCF--02/00                            A-2


<PAGE>   86
                                 -------------
                                 THE AIM FUNDS
                                 -------------


PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Mid
Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

<TABLE>
<CAPTION>
                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
- ----------------------------------------------------------------------------------------------------------------
<S>                                              <C>                                         <C>
Savings Plans (money-purchase/profit sharing     $ 0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)
Automatic Investment Plans                        50                                                 50
IRA, Education IRA or Roth IRA                   250                                                 50
All other accounts                               500                                                 50
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

HOW TO PURCHASE SHARES

You may purchase shares using one of the options below.

PURCHASE OPTIONS


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
- ----------------------------------------------------------------------------------------------------------
<S>                             <C>                                    <C>
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and purchase payment to the            slip from your confirmation
                                transfer agent,                        statement to the transfer agent.
                                A I M Fund Services, Inc.,
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By AIM Bank Connection(SM)      Open your account using one of the     Mail completed AIM Bank Connection
                                methods described above.               form to the transfer agent. Once
                                                                       the transfer agent has received the
                                                                       form, call the transfer agent to
                                                                       place your purchase order.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. The
                                                                       maximum purchase amount per
                                                                       transaction is $100,000. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
- ----------------------------------------------------------------------------------------------------------
</TABLE>


                                      A-3                            MCF--02/00


<PAGE>   87
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing
the AIM Fund to withdraw the amount of your investment from your bank account on
a day or dates you specify and in an amount of at least $50. You may stop the
Automatic Investment Plan at any time by giving the transfer agent notice ten
days prior to your next scheduled withdrawal.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic monthly or quarterly
exchanges, if permitted, from one AIM Fund account to one or more other AIM Fund
accounts with the identical registration. The account from which exchanges are
to be made must have a minimum balance of $5,000 before you can use this option.
Exchanges will occur on (or about) the 10th or 25th day of the month, whichever
you specify, in the amount you specify. The minimum amount you can exchange to
another AIM Fund is $50.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any
AIM Fund at net asset value. Unless you specify otherwise, your dividends and
distributions will automatically be reinvested in the same AIM Fund. You may
invest your dividends and distributions (1) into another AIM Fund in the same
class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM
Money Market Fund, or vice versa.

  You must comply with the following requirements to be eligible to invest your
dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at
    least $5,000; or (b) in the AIM Fund receiving the dividend must be at least
    $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into
    another AIM Fund.

PORTFOLIO REBALANCING PROGRAM

If you have at least $5,000 in your account, you may participate in the
Portfolio Rebalancing Program. Under this Program, you can designate how the
total value of your AIM Fund holdings should be rebalanced, on a percentage
basis, between two and ten of your AIM Funds on a quarterly, semiannual or
annual basis. Your portfolio will be rebalanced through the exchange of shares
in one or more of your AIM Funds for shares of the same class of one or more
other AIM Funds in your portfolio. If you wish to participate in the Program,
make changes or cancel the Program, the transfer agent must receive your request
to participate, changes, or cancellation in good order at least five business
days prior to the next rebalancing date, which is normally the 28th day of the
last month of the period you choose. You may realize taxable gains from these
exchanges. We may modify, suspend or terminate the Program at any time on 60
days' prior written notice.

RETIREMENT PLANS

Shares of most of the AIM Funds can be purchased through tax-sheltered
retirement plans made available to corporations, individuals and employees of
non-profit organizations and public schools. A plan document must be adopted to
establish a retirement plan. You may use AIM Funds-sponsored retirement plans,
which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans,
SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or
another sponsor's retirement plan. The plan custodian of the AIM Funds-sponsored
retirement plan assesses an annual maintenance fee of $10. Contact your
financial consultant for details.

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. However, if
you acquired Class A shares of AIM Developing Markets Fund in connection with
the reorganization of AIM Eastern Europe Fund, you will be charged a redemption
fee of 2% of the net asset value of those shares, which will be paid to AIM
Developing Markets Fund, if you redeem your shares within the first year after
the reorganization. Your broker or financial consultant may charge service fees
for handling redemption transactions. Your shares also may be subject to a
contingent deferred sales charge (CDSC).

REDEMPTION OF AIM CASH RESERVE SHARES OF
AIM MONEY MARKET FUND ACQUIRED BY EXCHANGE

If you redeem AIM Cash Reserve Shares acquired by exchange from Class A shares
subject to a CDSC within 18 months of the purchase of the Class A shares, you
will be charged a CDSC.

REDEMPTION OF CLASS B SHARES OR CLASS C
SHARES ACQUIRED BY EXCHANGE FROM AIM CASH
RESERVE SHARES OF AIM MONEY MARKET FUND

We will begin the holding period for purposes of calculating the CDSC on Class B
shares or Class C shares acquired by exchange from AIM Cash Reserve Shares of
AIM Money Market Fund at the time of the exchange into Class B shares or Class C
shares.

REDEMPTION OF CLASS B SHARES ACQUIRED BY
EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM
Floating Rate Fund, the early withdrawal charge applicable to shares of AIM
Floating Rate Fund will be applied instead of the CDSC normally applicable to
Class B shares.


MCF--02/00                            A-4


<PAGE>   88
                                 -------------
                                 THE AIM FUNDS
                                 -------------

HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

<TABLE>
<S>                           <C>
Through a Financial           Contact your financial consultant.
Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM Fund and your account number; (3) if
                              the transfer agent does not hold your shares, endorsed share
                              certificates or share certificates accompanied by an
                              executed stock power; and (4) signature guarantees, if
                              necessary (see below). The transfer agent may require that
                              you provide additional information, such as corporate
                              resolutions or powers of attorney, if applicable. If you are
                              redeeming from an IRA account, you must include a statement
                              of whether or not you are at least 59 1/2 years old and
                              whether you wish to have federal income tax withheld from
                              your proceeds. The transfer agent may require certain other
                              information before you can redeem from an employer-sponsored
                              retirement plan. Contact your employer for details.

By Telephone                  Call the transfer agent. You will be allowed to redeem by
                              telephone if (1) the proceeds are to be mailed to the
                              address on record (if there has been no change communicated
                              to us within the last 30 days) or transferred electronically
                              to a pre-authorized checking account; (2) you do not hold
                              physical share certificates; (3) you can provide proper
                              identification information; (4) the proceeds of the
                              redemption do not exceed $50,000; and (5) you have not
                              previously declined the telephone redemption privilege.
                              Certain accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. The transfer agent
                              must receive your call during the hours of the customary
                              trading session of the New York Stock Exchange (NYSE) in
                              order to effect the redemption at that day's closing price.

By AIM Internet Connect       Place your redemption request at www.aimfunds.com. You will
                              be allowed to redeem by internet if (1) you do not hold
                              physical share certificates; (2) you can provide proper
                              identification information; (3) the proceeds of the
                              redemption do not exceed $50,000; and (4) you have
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. The
                              transfer agent must confirm your transaction during the
                              hours of the customary trading session of the NYSE in order
                              to effect the redemption at that day's closing price.
</TABLE>

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

TIMING AND METHOD OF PAYMENT

We normally will send out checks within one business day, and in any event no
more than seven days, after we accept your request to redeem. If you redeem
shares recently purchased by check, you will be required to wait up to ten
business days before we will send your redemption proceeds. This delay is
necessary to ensure that the purchase check has cleared.

REDEMPTION BY MAIL

If you mail us a request in good order to redeem your shares, we will mail you a
check in the amount of the redemption proceeds to the address on record with us.
If your request is not in good order, you may have to provide us with additional
documentation in order to redeem your shares.

REDEMPTION BY TELEPHONE

If you redeem by telephone, we will mail you a check in the amount of the
redemption proceeds to your address of record (if there has been no change
communicated to the transfer agent within the previous 30 days) or transmit them
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by telephone are genuine and are not
liable for telephone instructions that are reasonably believed to be genuine.

REDEMPTION BY INTERNET

If you redeem by internet, we will transmit your redemption proceeds
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by internet are genuine and are not
liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

You may arrange for regular monthly or quarterly withdrawals from your account
of at least $50. You also may make annual withdrawals if you own Class A shares.
We will redeem enough shares from your account to cover the amount withdrawn.
You must have an account balance of at least $5,000 to establish a Systematic
Withdrawal Plan. You can stop this plan at any time by giving ten days prior
notice to the transfer agent.

EXPEDITED REDEMPTIONS

(AIM Cash Reserve Shares of AIM Money Market Fund only)

If we receive your redemption order before 11:30 a.m. Eastern Time, we will try
to transmit payment of redemption proceeds on that same day. If we receive your
redemption order after 11:30 a.m. Eastern Time and before the close of the
customary trading session of the NYSE, we generally will transmit payment on the
next business day.


                                      A-5                            MCF--02/00


<PAGE>   89
                                 -------------
                                 THE AIM FUNDS
                                 -------------

REDEMPTIONS BY CHECK

(Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM
Money Market Fund only)

You may redeem shares of these AIM Funds by writing checks in amounts of $250 or
more if you have completed an authorization form. Redemption by check is not
available for retirement accounts.

SIGNATURE GUARANTEES

We require a signature guarantee when you redeem by mail and

(1) the amount is greater than $50,000;

(2) you request that payment be made to someone other than the name registered
    on the account;

(3) you request that payment be sent somewhere other than the bank of record on
    the account; or

(4) you request that payment be sent to a new address or an address that changed
    in the last 30 days.

The transfer agent will accept a guarantee of your signature by a number of
financial institutions. Call the transfer agent for additional information. Some
institutions have transaction amount maximums for these guarantees. Please check
with the guarantor institution.

REINSTATEMENT PRIVILEGE (Class A shares only)

You may, within 90 days after you sell Class A shares (except Class A shares of
AIM Tax-Exempt Cash Fund), reinvest all or part of your redemption proceeds in
Class A shares of any AIM Fund at net asset value in an identically registered
account. If you sold Class A shares of AIM Limited Maturity Treasury Fund or AIM
Tax-Free Intermediate Fund, you will incur an initial sales charge reflecting
the difference between the initial sales charges on those Funds and the ones in
which you will be investing. In addition, if you paid a contingent deferred
sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC
if you later redeem that amount. You must notify the transfer agent in writing
at the time you reinstate that you are exercising your reinstatement privilege.
You may exercise this privilege only once per year.

REDEMPTIONS BY THE AIM FUNDS

If your account has been open at least one year, you have not made an additional
purchase in the account during the past six calendar months, and the value of
your account falls below $500 for three consecutive months due to redemptions or
exchanges (excluding retirement accounts), the AIM Funds have the right to
redeem the account after giving you 60 days' prior written notice. You may avoid
having your account redeemed during the notice period by bringing the account
value up to $500 or by utilizing the Automatic Investment Plan.
  If an AIM Fund determines that you have not provided a correct Social Security
or other tax ID number on your account application, the AIM Fund may, at its
discretion, redeem the account and distribute the proceeds to you.

EXCHANGING SHARES

You may, under certain circumstances, exchange shares in one AIM Fund for those
of another AIM Fund. Before requesting an exchange, review the prospectus of the
AIM Fund you wish to acquire. Exchange privileges also apply to holders of the
Connecticut General Guaranteed Account, established for tax-qualified group
annuities, for contracts purchased on or before June 30, 1992.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the
same class of another AIM Fund. You may exchange AIM Cash Reserve Shares of AIM
Money Market Fund for Class A shares of another AIM Fund, or vice versa. You
also may exchange AIM Cash Reserve Shares of AIM Money Market Fund for Class B
shares or Class C shares of another AIM Fund, but only if the AIM Cash Reserve
Shares were purchased directly and not acquired by exchange. You may be required
to pay an initial sales charge when exchanging from a Fund with a lower initial
sales charge than the one into which you are exchanging. If you exchange from
Class A shares not subject to a CDSC into Class A shares subject to those
charges, you will be charged a CDSC when you redeem the exchanged shares. The
CDSC charged on redemption of those shares will be calculated starting on the
date you acquired those shares through exchange.



YOU WILL NOT PAY A SALES CHARGE WHEN EXCHANGING:

(1) Class A shares with an initial sales charge (except for Class A shares of
    AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for
    Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money
    Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
    Intermediate Fund for

    (a) one another;

    (b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of
        AIM Tax-Exempt Cash Fund; or

    (c) Class A shares of another AIM Fund, but only if

       (i)  you acquired the original shares before May 1, 1994; or

       (ii) you acquired the original shares on or after May 1, 1994 by way of
            an exchange from shares with higher sales charges;

(3) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM
    Tax-Exempt Cash Fund for

    (a) one another;

    (b) Class A shares of an AIM Fund subject to an initial sales charge (except
        for Class A shares of AIM Limited


MCF--02/00                            A-6


<PAGE>   90
                                 -------------
                                 THE AIM FUNDS
                                 -------------

        Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), but only if
        you acquired the original shares

       (i)  prior to May 1, 1994 by exchange from Class A shares subject to an
            initial sales charge;

       (ii) on or after May 1, 1994 by exchange from Class A shares subject to
            an initial sales charge (except for Class A shares of AIM Limited
            Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

    (c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
        Intermediate Fund, but only if you acquired the original shares by
        exchange from Class A shares subject to an initial sales charge; or

(4) Class B shares for other Class B shares, and Class C shares for other Class
    C shares.

(5) AIM Cash Reserve Shares of AIM Money Market Fund for Class B shares and
    Class C shares.

EXCHANGES NOT PERMITTED

You may not exchange Class A shares subject to contingent deferred sales charges
for Class A shares of AIM Limited Maturity Treasury Fund, AIM Tax-Free
Intermediate Fund or AIM Tax-Exempt Cash Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- - You must meet the minimum purchase requirements for the AIM Fund into which
  you are exchanging;

- - Shares of the AIM Fund you wish to acquire must be available for sale in your
  state of residence;

- - Exchanges must be made between accounts with identical registration
  information;

- - The account you wish to exchange from must have a certified tax identification
  number (or the Fund has received an appropriate Form W-8 or W-9);

- - Shares must have been held for at least one day prior to the exchange;

- - If you have physical share certificates, you must return them to the transfer
  agent prior to the exchange; and

- - You are limited to a maximum of 10 exchanges per calendar year, because
  excessive short-term trading or market-timing activity can hurt fund
  performance. If you exceed that limit, or if an AIM Fund or the distributor
  determines, in its sole discretion, that your short-term trading is excessive
  or that you are engaging in market-timing activity, it may reject any
  additional exchange orders. An exchange is the movement out of (redemption)
  one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM Fund may delay the purchase of shares
being acquired in an exchange for up to five business days if it determines that
it would be materially disadvantaged by the immediate transfer of exchange
proceeds. There is no fee for exchanges. The exchange privilege is not an option
or right to purchase shares. Any of the participating AIM Funds or the
distributor may modify or discontinue this privilege at any time.

BY MAIL

If you wish to make an exchange by mail, you must include original signatures of
each registered owner exactly as the shares are registered, the account
registration and account number, the dollar amount or number of shares to be
exchanged and the names of the AIM Funds from which and into which the exchange
is to be made.

BY TELEPHONE

Conditions that apply to exchanges by telephone are the same as redemptions by
telephone, including that the transfer agent must receive exchange requests
during the hours of the customary trading session of the NYSE; however, you
still will be allowed to exchange by telephone even if you have changed your
address of record within the preceding 30 days.

BY INTERNET

You will be allowed to exchange by internet if (1) you do not hold physical
share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time
you held the original shares will be added to the holding period of the Class B
or Class C shares, respectively, into which you exchanged for the purpose of
calculating contingent deferred sales charges (CDSC) if you later redeem the
exchanged shares. If you redeem Class B shares acquired by exchange via a tender
offer by AIM Floating Rate Fund, you will be credited with the time period you
held the shares of AIM Floating Rate Fund for the purpose of computing the early
withdrawal charge applicable to those shares.

- --------------------------------------------------------------------------------
 EACH AIM FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO:

 - REJECT OR CANCEL ANY PART OF ANY PURCHASE OR EXCHANGE ORDER;

 - MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY AIM FUND;

 - REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND
   SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

 - WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.
- --------------------------------------------------------------------------------


                                      A-7                            MCF--02/00


<PAGE>   91
                                 -------------
                                 THE AIM FUNDS
                                 -------------

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The
AIM Funds value portfolio securities for which market quotations are readily
available at market value. The AIM Funds value short-term investments maturing
within 60 days at amortized cost, which approximates market value. AIM Money
Market Fund and AIM Tax-Exempt Cash Fund value all of their securities at
amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund, AIM
Tax-Exempt Bond Fund of Connecticut and AIM Tax-Free Intermediate Fund value
variable rate securities that have an unconditional demand or put feature
exercisable within seven days or less at par, which reflects the market value of
such securities.


  The AIM Funds value all other securities and assets at their fair value.
Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day. In addition, if,
between the time trading ends on a particular security and the close of the
customary trading session of the NYSE, events occur that materially affect the
value of the security, the AIM Funds may value the security at its fair value as
determined in good faith by or under the supervision of the Board of Directors
or Trustees of the AIM Fund. The effect of using fair value pricing is that an
AIM Fund's net asset value will be subject to the judgment of the Board of
Directors or Trustees or its designee instead of being determined by the market.
Because some of the AIM Funds may invest in securities that are primarily listed
on foreign exchanges, the value of those funds' assets may change on days when
you will not be able to purchase or redeem fund shares.


  Each AIM Fund determines the net asset value of its shares as of the close of
the customary trading session of the NYSE on each day the NYSE is open for
business. AIM Money Market Fund also determines its net asset value as of 12:00
noon Eastern Time on each day the NYSE is open for business.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary
trading session of the NYSE. The AIM Funds price purchase, exchange and
redemption orders at the net asset value calculated after the transfer agent
receives an order in good form. An AIM Fund may postpone the right of redemption
only under unusual circumstances, as allowed by the Securities and Exchange
Commission, such as when the NYSE restricts or suspends trading.

TAXES

In general, dividends and distributions you receive are taxable as ordinary
income or long-term capital gains for federal income tax purposes, whether you
reinvest them in additional shares or take them in cash. Distributions are
taxable to you at different rates depending on the length of time the fund holds
its assets. Different tax rates apply to ordinary income and long-term capital
gain distributions, regardless of how long you have held your shares. Every
year, you will be sent information showing the amount of dividends and
distributions you received from each AIM Fund during the prior year.

  Any long-term or short-term capital gains realized from redemptions of AIM
Fund shares will be subject to federal income tax. Exchanges of shares for
shares of another AIM Fund are treated as a sale, and any gain realized on the
transaction will generally be subject to federal income tax.

  INVESTORS IN TAX-EXEMPT FUNDS SHOULD READ THE INFORMATION UNDER THE HEADING
"OTHER INFORMATION -- SPECIAL TAX INFORMATION REGARDING THE FUND" IN THIS
PROSPECTUS.

  The foreign, state and local tax consequences of investing in AIM Fund shares
may differ materially from the federal income tax consequences described above.
You should consult your tax advisor before investing.


MCF--02/00                            A- 8


<PAGE>   92

                       ---------------------------------
                       AIM GLOBAL GOVERNMENT INCOME FUND
                       ---------------------------------

OBTAINING ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

More information may be obtained free of charge upon request. The Statement of
Additional Information (SAI), a current version of which is on file with the
Securities and Exchange Commission (SEC), contains more details about the fund
and is incorporated by reference into the prospectus (is legally a part of this
prospectus). Annual and semiannual reports to shareholders contain additional
information about the fund's investments. The fund's annual report also
discusses the market conditions and investment strategies that significantly
affected the fund's performance during its last fiscal year.

  If you have questions about this fund, another fund in The AIM Family of
Funds--Registered Trademark-- or your account, or wish to obtain free copies
of the fund's current SAI or annual or semiannual reports, please contact us

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


<TABLE>
<S>                          <C>
BY MAIL:                     A I M Fund Services, Inc.
                             P.O. Box 4739
                             Houston, TX 77210-4739

BY TELEPHONE:                (800) 347-4246

BY E-MAIL:                   [email protected]

ON THE INTERNET:             http://www.aimfunds.com
                             (prospectuses and annual
                             and semiannual reports
                             only)
</TABLE>


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


You also can review and obtain copies of the fund's SAI, reports and other
information at the SEC's Public Reference Room in Washington, DC; on the EDGAR
database on the SEC's Internet website (http://www.sec.gov); or, after paying
duplication fee, by sending a letter to the SEC's Public Reference Section,
Washington, DC 20549-0102 or by sending an electronic mail request to
[email protected]. Please call the SEC at 1-202-942-8090 for information about
the Public Reference Room.


- ------------------------------------
 AIM Global Government Income Fund
 SEC 1940 Act file number: 811-05426
- ------------------------------------

[AIM LOGO APPEARS HERE]   www.aimfunds.com   GGVI-PRO-1   INVEST WITH DISCIPLINE
                                                      -- Registered Trademark --
<PAGE>   93

      AIM GLOBAL GROWTH
      & INCOME FUND
      -------------------------------------------------------------------------

      AIM Global Growth & Income Fund seeks to provide long-term growth of
      capital together with current income.

      PROSPECTUS                                   AIM--Registered Trademark--

      FEBRUARY 28, 2000


                                     This prospectus contains important
                                     information about the Class A, B and C
                                     shares of the fund. Please read it
                                     before investing and keep it for
                                     future reference.

                                     As with all other mutual fund
                                     securities, the Securities and
                                     Exchange Commission has not approved
                                     or disapproved these securities or
                                     determined whether the information
                                     in this prospectus is adequate or
                                     accurate. Anyone who tells you
                                     otherwise is committing a crime.


                                     An investment in the fund:
                                        - is not FDIC insured;
                                        - may lose value; and
                                        - is not guaranteed by a bank.


[AIM LOGO APPEARS HERE]                                  INVEST WITH DISCIPLINE
                                                        --Registered Trademark--
<PAGE>   94
                        -------------------------------
                        AIM GLOBAL GROWTH & INCOME FUND
                        -------------------------------


TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S>                                       <C>
INVESTMENT OBJECTIVE AND STRATEGIES          1
- - - - - - - - - - - - - - - - - - - - - - - - -

PRINCIPAL RISKS OF INVESTING IN THE FUND     1
- - - - - - - - - - - - - - - - - - - - - - - - -

PERFORMANCE INFORMATION                      2
- - - - - - - - - - - - - - - - - - - - - - - - -

Annual Total Returns                         2

Performance Table                            2

FEE TABLE AND EXPENSE EXAMPLE                3
- - - - - - - - - - - - - - - - - - - - - - - - -

Fee Table                                    3

Expense Example                              3

FUND MANAGEMENT                              4
- - - - - - - - - - - - - - - - - - - - - - - - -

The Advisors                                 4

Advisor Compensation                         4

Portfolio Managers                           4

OTHER INFORMATION                            4
- - - - - - - - - - - - - - - - - - - - - - - - -

Sales Charges                                4

Dividends and Distributions                  4

FINANCIAL HIGHLIGHTS                         5
- - - - - - - - - - - - - - - - - - - - - - - - -

SHAREHOLDER INFORMATION                    A-1
- - - - - - - - - - - - - - - - - - - - - - - - -

Choosing a Share Class                     A-1

Purchasing Shares                          A-3

Redeeming Shares                           A-4

Exchanging Shares                          A-6

Pricing of Shares                          A-8

Taxes                                      A-8

OBTAINING ADDITIONAL INFORMATION    Back Cover
- - - - - - - - - - - - - - - - - - - - - - - - -
</TABLE>


The AIM Family of Funds, The AIM Family of Funds and Design (i.e., the AIM
logo), AIM and Design, AIM, AIM LINK, AIM Institutional Funds, aimfunds.com,
La Familia AIM de Fondos, La Familia AIM de Fondos and Design and Invest with
Discipline are registered service marks and AIM Bank Connection, AIM Funds, AIM
Funds and Design, AIM Internet Connect and AIM Investor are service marks of
A I M Management Group Inc.

No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and you should not rely on such other information or
representations.
<PAGE>   95
                        -------------------------------
                        AIM GLOBAL GROWTH & INCOME FUND
                        -------------------------------

INVESTMENT OBJECTIVE AND STRATEGIES
- --------------------------------------------------------------------------------

The fund's investment objective is long-term growth of capital together with
current income.

  The fund seeks to meet this objective by investing, normally, at least 65% of
its total assets in a combination of blue-chip equity securities and
high-quality government bonds of U.S. and foreign issuers. "Blue chip" equity
securities are those which (1) offered, during the issuer's most recent fiscal
year, an above average dividend yield relative to the latest reported dividend
yield on the Morgan Stanley Capital International World Index; and (2) are
issued by a company with total equity market capitalization of at least $1
billion. High-quality government bonds are rated within one of the two highest
ratings categories by Moody's Investors Service, Inc. or Standard & Poor's, or
are deemed by the portfolio managers to be of comparable quality.

  The fund may invest up to 35% of its total assets in other equity securities
and government and corporate debt securities that are investment grade, i.e.,
rated within one of the four highest ratings categories by Moody's or S&P, or
are deemed by the portfolio managers to be of comparable quality. The fund may
purchase debt obligations issued or guaranteed by the U.S. or foreign
governments, including foreign states, provinces or municipalities, or their
agencies, authorities or instrumentalities and debt obligations of supranational
organizations, such as the World Bank. The fund will normally invest in
securities of issuers in at least three countries, including the United States,
and the fund may invest a significant portion of its assets in the securities of
U.S. issuers. However, the fund may invest no more than 40% of its assets in
securities of issuers in any one country, other than the U.S. The fund may
invest up to 100% of its total assets in either equity or debt securities in
response to general economic changes and market conditions around the world.

  The portfolio managers allocate 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 portfolio managers select
fixed-income securities based on economic criteria such as yield, maturity,
issue classification, and quality characteristics. The portfolio managers select
equity securities that they believe are undervalued relative to the issuer's
current or projected earnings and that they believe have above-average prospects
for future growth. Currency investments are based on economic factors and on
political and technical data. The portfolio managers consider whether to sell a
particular security when any of those factors materially changes.

  The fund is non-diversified. With respect to 50% of its assets, it is
permitted to invest more than 5% of its assets in the securities of any one
issuer.


  In anticipation of or in response to adverse market conditions, for cash
management purposes or for defensive purposes, the fund may temporarily hold all
or a portion of its assets in cash (U.S. dollars, foreign currencies or
multinational currency units), money market instruments, shares of affiliated
money market funds, or high-quality debt securities. As a result, the fund may
not achieve its investment objective.


PRINCIPAL RISKS OF INVESTING IN THE FUND
- --------------------------------------------------------------------------------

There is a risk that you could lose all or a portion of your investment in the
fund and that the income you may receive from your investment may vary. The
value of your investment in the fund will go up and down with the prices of the
securities in which the fund invests. The prices of equity securities change in
response to many factors including the historical and prospective earnings of
the issuer, the value of its assets, general economic conditions, interest
rates, investor perceptions, and market liquidity. Debt securities are
particularly vulnerable to credit risk and interest rate fluctuations. When
interest rates rise, bond prices fall; the longer a bond's duration, the more
sensitive it is to this risk.

  The prices of foreign securities may be further affected by other factors,
including:

- - Currency exchange rates--The dollar value of the fund's foreign investments
  will be affected by changes in the exchange rates between the dollar and the
  currencies in which those investments are traded.

- - Political and economic conditions--The value of the fund's foreign investments
  may be adversely affected by political and social instability in their home
  countries and by changes in economic or taxation policies in those countries.

- - Regulations--Foreign companies generally are subject to less stringent
  regulations, including financial and accounting controls, than are U.S.
  companies. As a result, there generally is less publicly available information
  about foreign companies than about U.S. companies.

- - Markets--The securities markets of other countries are smaller than U.S.
  securities markets. As a result, many foreign securities may be less liquid
  and more volatile than U.S. securities.


  Because it is non-diversified, the fund may invest in fewer issuers than if it
were a diversified fund. The value of the fund's shares may vary more widely,
and the fund may be subject to greater investment and credit risk, than if the
fund invested more broadly.



  An investment in the fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.


                                        1
<PAGE>   96
                        -------------------------------
                        AIM GLOBAL GROWTH & INCOME FUND
                        -------------------------------

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

The bar chart and table shown below provide an indication of the risks of
investing in the fund. The fund's past performance is not necessarily an
indication of its future performance.

ANNUAL TOTAL RETURNS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
The following bar chart shows changes in the performance of the fund's Class A
shares from year to year. The bar chart does not reflect sales loads. If it did,
the annual total returns shown would be lower.

                                    [GRAPH]

<TABLE>
<CAPTION>
                                                                  Annual
Year Ended                                                        Total
December 31                                                       Returns
- -----------                                                       -------
<S>                                                                <C>
1991 ...........................................................   19.14%
1992 ...........................................................    2.57%
1993 ...........................................................   27.36%
1994 ...........................................................   -3.57%
1995 ...........................................................   15.32%
1996 ...........................................................   17.02%
1997 ...........................................................   18.16%
1998 ...........................................................   20.45%
1999 ...........................................................    0.12%
</TABLE>

  During the periods shown in the bar chart, the highest quarterly return was
12.27% (quarter ended December 31, 1998) and the lowest quarterly return was
- -7.69% (quarter ended September 30, 1998).

PERFORMANCE TABLE

The following performance table compares the fund's performance to that of a
broad-based securities market index. The fund's performance reflects payment of
sales loads.


<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(for the periods ended                               SINCE     INCEPTION
December 31, 1999)              1 YEAR   5 YEARS   INCEPTION     DATE
- ------------------------------------------------------------------------
<S>                             <C>      <C>       <C>         <C>
Class A                         (5.41)%   12.67%     11.66%    09/25/90
Class B                         (4.88)    12.98      12.22     10/22/92
Class C                            --        --         --     03/01/99
MSCI World Index(1)             24.93     19.76      15.84(2)  09/30/90(2)
- ------------------------------------------------------------------------
</TABLE>


(1) The Morgan Stanley Capital International World Index measures the
    performance of 1,578 securities listed on the major world stock exchanges.
(2) The average annual total return given is since the date closest to the
    inception date of the class with the longest performance history.

                                        2
<PAGE>   97
                        -------------------------------
                        AIM GLOBAL GROWTH & INCOME FUND
                        -------------------------------

FEE TABLE AND EXPENSE EXAMPLE
- --------------------------------------------------------------------------------

FEE TABLE

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund:

<TABLE>
<CAPTION>
SHAREHOLDER FEES
- - - - -- - - - - - - - - - - - - - - - - - - - - - - -
(fees paid directly from
your investment)        CLASS A   CLASS B   CLASS C
- -------------------------------------------------------
<S>                     <C>       <C>       <C>
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of
offering price)          5.50%     None      None

Maximum Deferred
Sales Charge (Load)
(as a percentage of
original purchase
price or redemption
proceeds, whichever
is less)                 None(1)   5.00%     1.00%
- -------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(expenses that are deducted
from fund assets)       CLASS A   CLASS B   CLASS C
- -------------------------------------------------------
<S>                     <C>       <C>       <C>
Management Fees          0.97%     0.97%     0.97%

Distribution and/or
Service (12b-1) Fees     0.35      1.00      1.00

Other Expenses           0.33      0.33      0.33

Total Annual Fund
Operating Expenses       1.65      2.30      2.30
- -------------------------------------------------------
</TABLE>

(1) If you buy $1,000,000 or more of Class A shares and redeem these shares
    within 18 months from the date of purchase, you may pay a 1% contingent
    deferred sales charge (CDSC) at the time of redemption.

As a result of 12b-1 fees, long-term shareholders in the fund may pay more than
the maximum permitted initial sales charge.

EXPENSE EXAMPLE

This example is intended to help you compare the costs of investing in different
classes of the fund with the cost of investing in other mutual funds.

  The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. Although your actual returns and
costs may be higher or lower, based on these assumptions your costs would be:


<TABLE>
<CAPTION>
         1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class A   $709    $1,042    $1,398     $2,397
Class B    733     1,018     1,430      2,473
Class C    333       718     1,230      2,636
- ----------------------------------------------
</TABLE>


You would pay the following expenses if you did not redeem your shares:


<TABLE>
<CAPTION>
         1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class A   $709    $1,042    $1,398     $2,397
Class B    233       718     1,230      2,473
Class C    233       718     1,230      2,636
- ----------------------------------------------
</TABLE>

                                        3
<PAGE>   98
                        -------------------------------
                        AIM GLOBAL GROWTH & INCOME FUND
                        -------------------------------

FUND MANAGEMENT
- --------------------------------------------------------------------------------

THE ADVISORS

A I M Advisors, Inc. (the advisor) serves as the fund's investment advisor.
INVESCO Asset Management Limited (the subadvisor), an affiliate of the advisor,
is the fund's subadvisor and is responsible for its day-to-day management. The
advisor is located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.
The subadvisor is located at 11 Devonshire Square, London EC2M 4YR, England. The
advisors supervise all aspects of the fund's operations and provide investment
advisory services to the fund, including obtaining and evaluating economic,
statistical and financial information to formulate and implement investment
programs for the fund.


  The advisor has acted as an investment advisor since its organization in 1976,
and the subadvisor has acted as an investment advisor since 1967. Today, the
advisor, together with its subsidiaries, advises or manages over 120 investment
portfolios, including the fund, encompassing a broad range of investment
objectives.


ADVISOR COMPENSATION


During the fiscal year ended October 31, 1999, the advisor received compensation
of 0.97% of average net assets.


PORTFOLIO MANAGERS

The advisors use a team approach to investment management. The individual
members of the team who are primarily responsible for the day-to-day management
of the fund's portfolio are


- - Anthony Broccardo, Portfolio Manager, who has been responsible for the fund
  since 1999 and has been associated with the advisor and/or its affiliates
  since 1993.



- - Paul Griffiths, Portfolio Manager, who has been responsible for the fund since
  1995 and has been associated with the advisor and/or its affiliates since
  1994.



- - John Nadell, Portfolio Manager, who has been responsible for the fund since
  1998 and has been associated with the advisor and/or its affiliates since
  1994.


OTHER INFORMATION
- --------------------------------------------------------------------------------

SALES CHARGES

Purchases of Class A shares of AIM Global Growth & Income Fund are subject to
the maximum 5.50% initial sales charge as listed under the heading "CATEGORY I
Initial Sales Charges" in the "Shareholder Information--Choosing a Share Class"
section of this prospectus. Purchases of Class B and Class C shares are subject
to the contingent deferred sales charges listed in that section.

DIVIDENDS AND DISTRIBUTIONS


The fund expects that its distributions will consist primarily of capital gains.


DIVIDENDS

The fund generally declares and pays dividends, if any, quarterly.

CAPITAL GAINS DISTRIBUTIONS


The fund generally distributes long-term and short-term capital gains, if any,
annually.


                                        4
<PAGE>   99
                        -------------------------------
                        AIM GLOBAL GROWTH & INCOME FUND
                        -------------------------------

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the fund's
financial performance. Certain information reflects financial results for a
single fund share.

  The total returns in the table represent the rate that an investor would have
earned (or lost) on an investment in the fund (assuming reinvestment of all
dividends and distributions).

  This information has been audited by PricewaterhouseCoopers LLP, whose report,
along with the fund's financial statements, is included in the fund's annual
report, which is available upon request.


<TABLE>
<CAPTION>
                                                                        CLASS A
                                                  --------------------------------------------------------
                                                                 YEAR ENDED OCTOBER 31,
                                                  1999(a)    1998(a)    1997(a)      1996       1995
- ----------------------------------------------------------------------------------------------------------
<S>                                               <C>        <C>        <C>        <C>        <C>
Net asset value, beginning of period              $   9.26   $   8.21   $    7.11  $    6.35  $      6.21
Income from investment operations:
  Net investment income                               0.20       0.17        0.21       0.22         0.24
  Net realized and unrealized gain (loss) on
    investments                                      (0.05)      1.25        1.12       0.82         0.13
    Net increase from investment operations           0.15       1.42        1.33       1.04         0.37
Distributions to shareholders:
  From net investment income                         (0.11)     (0.13)      (0.21)     (0.24)       (0.22)
  From net realized gain on investments              (1.50)     (0.24)      (0.02)     (0.04)       (0.01)
    Total distributions                              (1.61)     (0.37)      (0.23)     (0.28)       (0.23)
Net asset value, end of period                    $   7.80   $   9.26   $    8.21  $    7.11  $      6.35
Total return(b)                                       1.03%     17.76%      19.01%     16.80%        6.27%
- ----------------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- ----------------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)               $254,060   $306,279    $292,528   $286,203     $284,069
Ratio of net investment income to average net
  assets                                              2.34%(c)   1.87%       2.74%      3.17%        3.85%
Ratio of expenses to average net assets               1.65%(c)   1.65%       1.64%      1.66%        1.74%
Portfolio turnover rate                                 89%        92%         50%        39%          83%
- ----------------------------------------------------------------------------------------------------------
</TABLE>



(a)These selected per share data were calculated based upon the average shares
   outstanding during the period.


(b)Total return does not include sales charges and is not annualized for periods
   less than one year.


(c)Ratios are based on average net assets of $297,130,261.


                                        5
<PAGE>   100
                        -------------------------------
                        AIM GLOBAL GROWTH & INCOME FUND
                        -------------------------------

FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                        CLASS B
- ------------------------------------------------------------------------------------------------------
                                                                 YEAR ENDED OCTOBER 31,
                                                  1999(a)    1998(a)    1997(a)      1996       1995
- ------------------------------------------------------------------------------------------------------
<S>                                               <C>        <C>        <C>        <C>        <C>
Net asset value, beginning of period              $  9.25    $  8.21    $  7.11    $   6.35   $   6.21
Income from investment operations:
  Net investment income                              0.14       0.11       0.16        0.17       0.20
  Net realized and unrealized gain (loss) on
    investments                                     (0.04)      1.25       1.13        0.82       0.13
    Net increase from investment operations          0.10       1.36       1.29        0.99       0.33
Distributions to shareholders:
  From net investment income                        (0.05)     (0.08)     (0.17)      (0.20)     (0.18)
  From net realized gain on investments             (1.50)     (0.24)     (0.02)      (0.03)     (0.01)
    Total distributions                             (1.55)     (0.32)     (0.19)      (0.23)     (0.19)
Net asset value, end of period                    $  7.80    $  9.25    $  8.21    $   7.11   $   6.35
Total return(b)                                      0.42%     16.93%     18.28%      16.06%      5.57%
- ------------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- ------------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)              $376,181   $483,307   $456,893    $383,966   $356,796
Ratio of net investment income to average net
  assets                                             1.69%(c)   1.22%      2.09%       2.52%      3.20%
Ratio of expenses to average net assets              2.30%(c)   2.30%      2.29%       2.31%      2.39%
Portfolio turnover rate                                89%        92%        50%         39%        83%
- ------------------------------------------------------------------------------------------------------
</TABLE>



(a)These selected per share data were calculated based upon the average shares
   outstanding during the period.


(b)Total return does not include sales charges and is not annualized for periods
   less than one year.


(c)Ratios are based on average net assets of $453,590,643.



<TABLE>
<CAPTION>
                                                                    CLASS C
- ---------------------------------------------------------------------------------
                                                                 MARCH 1, 1999
                                                                TO OCTOBER 31,
                                                                    1999(a)
- ---------------------------------------------------------------------------------
<S>                                                           <C>
Net asset value, beginning of period                                $ 8.05
Income from investment operations:
  Net investment income (loss)                                        0.10
  Net realized and unrealized gain (loss) on investments             (0.26)
    Net increase (decrease) from investment operations               (0.16)
Distributions to shareholders:
  From net investment income                                         (0.02)
  From net realized gain on investments                              (0.07)
    Total distributions                                              (0.09)
Net asset value, end of period                                      $ 7.80
Total return(b)                                                      (1.98)%
- ---------------------------------------------------------------------------------
Ratios and supplemental data:
- ---------------------------------------------------------------------------------
Net assets, end of period (in 000s)                                 $1,344
Ratio of net investment income to average net assets                  1.69%(c)
Ratio of expenses to average net assets                               2.30%(c)
Portfolio turnover rate                                                 89%
- ---------------------------------------------------------------------------------
</TABLE>



(a)These selected per share data were calculated based upon the average shares
   outstanding during the period.


(b)Total return does not include sales charges and is not annualized for periods
   less than one year.


(c)Ratios are annualized and based on average net assets of $944,451.


                                        6
<PAGE>   101
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to
many other mutual funds (the AIM Funds). The following information is about all
the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing
an interest in the same portfolio of investments. When choosing a share class,
you should consider the factors below:

<TABLE>
<CAPTION>
CLASS A                              CLASS B                              CLASS C
- ---------------------------------------------------------------------------------------------------------
<S>                                  <C>                                  <C>
- - Initial sales charge               - No initial sales charge            - No initial sales charge

- - Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain purchases         charge on redemptions within         charge on redemptions within
                                       six years                            one year

- - Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares         - Does not convert to Class A
                                       after eight years along with a       shares
                                       pro rata portion of its
                                       reinvested dividends and
                                       distributions(1)

- - Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors
</TABLE>

      (1) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve
          Shares.

          AIM Global Trends Fund: If you held Class B shares on May 29,
          1998 and continue to hold them, those shares will convert to
          Class A shares of that fund seven years after your date of
          purchase. If you exchange those shares for Class B shares of
          another AIM Fund, the shares into which you exchanged will
          not convert to Class A shares until eight years after your
          date of purchase of the original shares.

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

DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans
that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc.
(the distributor) for the sale and distribution of its shares and fees for
services provided to shareholders, all or a substantial portion of which are
paid to the dealer of record. Because the AIM Fund pays these fees out of its
assets on an ongoing basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.

SALES CHARGES

Generally, you will not pay a sales charge on purchases or redemptions of Class
A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money
Market Fund. You may be charged a contingent deferred sales charge if you redeem
AIM Cash Reserve Shares of AIM Money Market Fund acquired through certain
exchanges. Sales charges on all other AIM Funds and classes of those Funds are
detailed below. As used below, the term "offering price" with respect to all
categories of Class A shares includes the initial sales charge.

INITIAL SALES CHARGES

The AIM Funds are grouped into three categories with respect to initial sales
charges. The "Other Information" section of your prospectus will tell you in
what category your particular AIM Fund is classified.

<TABLE>
<CAPTION>
             CATEGORY I INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
            Less than $  25,000       5.50%          5.82%
$ 25,000 but less than $  50,000      5.25           5.54
$ 50,000 but less than $ 100,000      4.75           4.99
$100,000 but less than $ 250,000      3.75           3.90
$250,000 but less than $ 500,000      3.00           3.09
$500,000 but less than $1,000,000     2.00           2.04
- -------------------------------------------------------------
</TABLE>


                                      A-1                            MCF--02/00


<PAGE>   102
                                 -------------
                                 THE AIM FUNDS
                                 -------------

<TABLE>
<CAPTION>
CATEGORY II INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                             INVESTOR'S
                                            SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
             Less than $   50,000      4.75%          4.99%
$ 50,000 but less than $  100,000      4.00           4.17
$100,000 but less than $  250,000      3.75           3.90
$250,000 but less than $  500,000      2.50           2.56
$500,000 but less than $1,000,000      2.00           2.04
- -------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
CATEGORY III INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                                <C>              <C>
             Less than $  100,000      1.00%          1.01%
$100,000 but less than $  250,000      0.75           0.76
$250,000 but less than $1,000,000      0.50           0.50
- -------------------------------------------------------------
</TABLE>

CONTINGENT DEFERRED SALES CHARGES FOR CLASS A SHARES

You can purchase $1,000,000 or more of Class A shares at net asset value.
However, if you purchase shares of that amount in Categories I or II, they will
be subject to a contingent deferred sales charge (CDSC) of 1% if you redeem them
prior to 18 months after the date of purchase. The distributor may pay a dealer
concession and/or a service fee for purchases of $1,000,000 or more.

CONTINGENT DEFERRED SALES CHARGES FOR
CLASS B AND CLASS C SHARES

You can purchase Class B and Class C shares at their net asset value per share.
However, when you redeem them, they are subject to a CDSC in the following
percentages:

<TABLE>
<CAPTION>
YEAR SINCE
PURCHASE MADE          CLASS B            CLASS C
- ----------------------------------------------------------
<S>                   <C>                <C>
First                         5%                 1%
Second                        4                None
Third                         3                None
Fourth                        3                None
Fifth                         2                None
Sixth                         1                None
Seventh and following       None               None
- ----------------------------------------------------------
</TABLE>

COMPUTING A CDSC

The CDSC on redemptions of shares is computed based on the lower of their
original purchase price or current market value, net of reinvested dividends and
capital gains distributions. In determining whether to charge a CDSC, we will
assume that you have redeemed shares on which there is no CDSC first and, then,
shares in the order of purchase.

REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS

You may qualify for reduced sales charges or sales charge exceptions. To qualify
for these reductions or exceptions, you or your financial consultant must
provide sufficient information at the time of purchase to verify that your
purchase qualifies for such treatment.

REDUCED SALES CHARGES

You may be eligible to buy Class A shares at reduced initial sales charge rates
under Rights of Accumulation or Letters of Intent under certain circumstances.

Rights of Accumulation

You may combine your new purchases of Class A shares with Class A shares
currently owned for the purpose of qualifying for the lower initial sales charge
rates that apply to larger purchases. The applicable initial sales charge for
the new purchase is based on the total of your current purchase and the current
value of all Class A shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount
of Class A shares of AIM Funds during a 13-month period. The amount you agree to
purchase determines the initial sales charge you pay. If the full face amount of
the LOI is not invested by the end of the 13-month period, your account will be
adjusted to the higher initial sales charge level for the amount actually
invested.

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- - on shares purchased by reinvesting dividends and distributions;

- - when exchanging shares among certain AIM Funds;

- - when using the reinstatement privilege; and

- - when a merger, consolidation, or acquisition of assets of an AIM Fund occurs.

CONTINGENT DEFERRED SALES CHARGE (CDSC) EXCEPTIONS

You will not pay a CDSC

- - if you redeem Class B shares you held for more than six years;

- - if you redeem Class C shares you held for more than one year;

- - if you redeem shares acquired through reinvestment of dividends and
  distributions; and

- - on increases in the net asset value of your shares.

There may be other situations when you may be able to purchase or redeem shares
at reduced or without sales charges. Consult the fund's Statement of Additional
Information for details.


MCF--02/00                            A-2


<PAGE>   103
                                 -------------
                                 THE AIM FUNDS
                                 -------------


PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Mid
Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

<TABLE>
<CAPTION>
                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
- ----------------------------------------------------------------------------------------------------------------
<S>                                              <C>                                         <C>
Savings Plans (money-purchase/profit sharing     $ 0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)
Automatic Investment Plans                        50                                                 50
IRA, Education IRA or Roth IRA                   250                                                 50
All other accounts                               500                                                 50
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

HOW TO PURCHASE SHARES

You may purchase shares using one of the options below.

PURCHASE OPTIONS


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
- ----------------------------------------------------------------------------------------------------------
<S>                             <C>                                    <C>
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and purchase payment to the            slip from your confirmation
                                transfer agent,                        statement to the transfer agent.
                                A I M Fund Services, Inc.,
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By AIM Bank Connection(SM)      Open your account using one of the     Mail completed AIM Bank Connection
                                methods described above.               form to the transfer agent. Once
                                                                       the transfer agent has received the
                                                                       form, call the transfer agent to
                                                                       place your purchase order.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. The
                                                                       maximum purchase amount per
                                                                       transaction is $100,000. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
- ----------------------------------------------------------------------------------------------------------
</TABLE>


                                      A-3                            MCF--02/00


<PAGE>   104
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing
the AIM Fund to withdraw the amount of your investment from your bank account on
a day or dates you specify and in an amount of at least $50. You may stop the
Automatic Investment Plan at any time by giving the transfer agent notice ten
days prior to your next scheduled withdrawal.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic monthly or quarterly
exchanges, if permitted, from one AIM Fund account to one or more other AIM Fund
accounts with the identical registration. The account from which exchanges are
to be made must have a minimum balance of $5,000 before you can use this option.
Exchanges will occur on (or about) the 10th or 25th day of the month, whichever
you specify, in the amount you specify. The minimum amount you can exchange to
another AIM Fund is $50.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any
AIM Fund at net asset value. Unless you specify otherwise, your dividends and
distributions will automatically be reinvested in the same AIM Fund. You may
invest your dividends and distributions (1) into another AIM Fund in the same
class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM
Money Market Fund, or vice versa.

  You must comply with the following requirements to be eligible to invest your
dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at
    least $5,000; or (b) in the AIM Fund receiving the dividend must be at least
    $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into
    another AIM Fund.

PORTFOLIO REBALANCING PROGRAM

If you have at least $5,000 in your account, you may participate in the
Portfolio Rebalancing Program. Under this Program, you can designate how the
total value of your AIM Fund holdings should be rebalanced, on a percentage
basis, between two and ten of your AIM Funds on a quarterly, semiannual or
annual basis. Your portfolio will be rebalanced through the exchange of shares
in one or more of your AIM Funds for shares of the same class of one or more
other AIM Funds in your portfolio. If you wish to participate in the Program,
make changes or cancel the Program, the transfer agent must receive your request
to participate, changes, or cancellation in good order at least five business
days prior to the next rebalancing date, which is normally the 28th day of the
last month of the period you choose. You may realize taxable gains from these
exchanges. We may modify, suspend or terminate the Program at any time on 60
days' prior written notice.

RETIREMENT PLANS

Shares of most of the AIM Funds can be purchased through tax-sheltered
retirement plans made available to corporations, individuals and employees of
non-profit organizations and public schools. A plan document must be adopted to
establish a retirement plan. You may use AIM Funds-sponsored retirement plans,
which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans,
SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or
another sponsor's retirement plan. The plan custodian of the AIM Funds-sponsored
retirement plan assesses an annual maintenance fee of $10. Contact your
financial consultant for details.

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. However, if
you acquired Class A shares of AIM Developing Markets Fund in connection with
the reorganization of AIM Eastern Europe Fund, you will be charged a redemption
fee of 2% of the net asset value of those shares, which will be paid to AIM
Developing Markets Fund, if you redeem your shares within the first year after
the reorganization. Your broker or financial consultant may charge service fees
for handling redemption transactions. Your shares also may be subject to a
contingent deferred sales charge (CDSC).

REDEMPTION OF AIM CASH RESERVE SHARES OF
AIM MONEY MARKET FUND ACQUIRED BY EXCHANGE

If you redeem AIM Cash Reserve Shares acquired by exchange from Class A shares
subject to a CDSC within 18 months of the purchase of the Class A shares, you
will be charged a CDSC.

REDEMPTION OF CLASS B SHARES OR CLASS C
SHARES ACQUIRED BY EXCHANGE FROM AIM CASH
RESERVE SHARES OF AIM MONEY MARKET FUND

We will begin the holding period for purposes of calculating the CDSC on Class B
shares or Class C shares acquired by exchange from AIM Cash Reserve Shares of
AIM Money Market Fund at the time of the exchange into Class B shares or Class C
shares.

REDEMPTION OF CLASS B SHARES ACQUIRED BY
EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM
Floating Rate Fund, the early withdrawal charge applicable to shares of AIM
Floating Rate Fund will be applied instead of the CDSC normally applicable to
Class B shares.


MCF--02/00                            A-4


<PAGE>   105
                                 -------------
                                 THE AIM FUNDS
                                 -------------

HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

<TABLE>
<S>                           <C>
Through a Financial           Contact your financial consultant.
Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM Fund and your account number; (3) if
                              the transfer agent does not hold your shares, endorsed share
                              certificates or share certificates accompanied by an
                              executed stock power; and (4) signature guarantees, if
                              necessary (see below). The transfer agent may require that
                              you provide additional information, such as corporate
                              resolutions or powers of attorney, if applicable. If you are
                              redeeming from an IRA account, you must include a statement
                              of whether or not you are at least 59 1/2 years old and
                              whether you wish to have federal income tax withheld from
                              your proceeds. The transfer agent may require certain other
                              information before you can redeem from an employer-sponsored
                              retirement plan. Contact your employer for details.

By Telephone                  Call the transfer agent. You will be allowed to redeem by
                              telephone if (1) the proceeds are to be mailed to the
                              address on record (if there has been no change communicated
                              to us within the last 30 days) or transferred electronically
                              to a pre-authorized checking account; (2) you do not hold
                              physical share certificates; (3) you can provide proper
                              identification information; (4) the proceeds of the
                              redemption do not exceed $50,000; and (5) you have not
                              previously declined the telephone redemption privilege.
                              Certain accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. The transfer agent
                              must receive your call during the hours of the customary
                              trading session of the New York Stock Exchange (NYSE) in
                              order to effect the redemption at that day's closing price.

By AIM Internet Connect       Place your redemption request at www.aimfunds.com. You will
                              be allowed to redeem by internet if (1) you do not hold
                              physical share certificates; (2) you can provide proper
                              identification information; (3) the proceeds of the
                              redemption do not exceed $50,000; and (4) you have
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. The
                              transfer agent must confirm your transaction during the
                              hours of the customary trading session of the NYSE in order
                              to effect the redemption at that day's closing price.
</TABLE>

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

TIMING AND METHOD OF PAYMENT

We normally will send out checks within one business day, and in any event no
more than seven days, after we accept your request to redeem. If you redeem
shares recently purchased by check, you will be required to wait up to ten
business days before we will send your redemption proceeds. This delay is
necessary to ensure that the purchase check has cleared.

REDEMPTION BY MAIL

If you mail us a request in good order to redeem your shares, we will mail you a
check in the amount of the redemption proceeds to the address on record with us.
If your request is not in good order, you may have to provide us with additional
documentation in order to redeem your shares.

REDEMPTION BY TELEPHONE

If you redeem by telephone, we will mail you a check in the amount of the
redemption proceeds to your address of record (if there has been no change
communicated to the transfer agent within the previous 30 days) or transmit them
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by telephone are genuine and are not
liable for telephone instructions that are reasonably believed to be genuine.

REDEMPTION BY INTERNET

If you redeem by internet, we will transmit your redemption proceeds
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by internet are genuine and are not
liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

You may arrange for regular monthly or quarterly withdrawals from your account
of at least $50. You also may make annual withdrawals if you own Class A shares.
We will redeem enough shares from your account to cover the amount withdrawn.
You must have an account balance of at least $5,000 to establish a Systematic
Withdrawal Plan. You can stop this plan at any time by giving ten days prior
notice to the transfer agent.

EXPEDITED REDEMPTIONS

(AIM Cash Reserve Shares of AIM Money Market Fund only)

If we receive your redemption order before 11:30 a.m. Eastern Time, we will try
to transmit payment of redemption proceeds on that same day. If we receive your
redemption order after 11:30 a.m. Eastern Time and before the close of the
customary trading session of the NYSE, we generally will transmit payment on the
next business day.


                                      A-5                            MCF--02/00


<PAGE>   106
                                 -------------
                                 THE AIM FUNDS
                                 -------------

REDEMPTIONS BY CHECK

(Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM
Money Market Fund only)

You may redeem shares of these AIM Funds by writing checks in amounts of $250 or
more if you have completed an authorization form. Redemption by check is not
available for retirement accounts.

SIGNATURE GUARANTEES

We require a signature guarantee when you redeem by mail and

(1) the amount is greater than $50,000;

(2) you request that payment be made to someone other than the name registered
    on the account;

(3) you request that payment be sent somewhere other than the bank of record on
    the account; or

(4) you request that payment be sent to a new address or an address that changed
    in the last 30 days.

The transfer agent will accept a guarantee of your signature by a number of
financial institutions. Call the transfer agent for additional information. Some
institutions have transaction amount maximums for these guarantees. Please check
with the guarantor institution.

REINSTATEMENT PRIVILEGE (Class A shares only)

You may, within 90 days after you sell Class A shares (except Class A shares of
AIM Tax-Exempt Cash Fund), reinvest all or part of your redemption proceeds in
Class A shares of any AIM Fund at net asset value in an identically registered
account. If you sold Class A shares of AIM Limited Maturity Treasury Fund or AIM
Tax-Free Intermediate Fund, you will incur an initial sales charge reflecting
the difference between the initial sales charges on those Funds and the ones in
which you will be investing. In addition, if you paid a contingent deferred
sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC
if you later redeem that amount. You must notify the transfer agent in writing
at the time you reinstate that you are exercising your reinstatement privilege.
You may exercise this privilege only once per year.

REDEMPTIONS BY THE AIM FUNDS

If your account has been open at least one year, you have not made an additional
purchase in the account during the past six calendar months, and the value of
your account falls below $500 for three consecutive months due to redemptions or
exchanges (excluding retirement accounts), the AIM Funds have the right to
redeem the account after giving you 60 days' prior written notice. You may avoid
having your account redeemed during the notice period by bringing the account
value up to $500 or by utilizing the Automatic Investment Plan.
  If an AIM Fund determines that you have not provided a correct Social Security
or other tax ID number on your account application, the AIM Fund may, at its
discretion, redeem the account and distribute the proceeds to you.

EXCHANGING SHARES

You may, under certain circumstances, exchange shares in one AIM Fund for those
of another AIM Fund. Before requesting an exchange, review the prospectus of the
AIM Fund you wish to acquire. Exchange privileges also apply to holders of the
Connecticut General Guaranteed Account, established for tax-qualified group
annuities, for contracts purchased on or before June 30, 1992.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the
same class of another AIM Fund. You may exchange AIM Cash Reserve Shares of AIM
Money Market Fund for Class A shares of another AIM Fund, or vice versa. You
also may exchange AIM Cash Reserve Shares of AIM Money Market Fund for Class B
shares or Class C shares of another AIM Fund, but only if the AIM Cash Reserve
Shares were purchased directly and not acquired by exchange. You may be required
to pay an initial sales charge when exchanging from a Fund with a lower initial
sales charge than the one into which you are exchanging. If you exchange from
Class A shares not subject to a CDSC into Class A shares subject to those
charges, you will be charged a CDSC when you redeem the exchanged shares. The
CDSC charged on redemption of those shares will be calculated starting on the
date you acquired those shares through exchange.



YOU WILL NOT PAY A SALES CHARGE WHEN EXCHANGING:

(1) Class A shares with an initial sales charge (except for Class A shares of
    AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for
    Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money
    Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
    Intermediate Fund for

    (a) one another;

    (b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of
        AIM Tax-Exempt Cash Fund; or

    (c) Class A shares of another AIM Fund, but only if

       (i)  you acquired the original shares before May 1, 1994; or

       (ii) you acquired the original shares on or after May 1, 1994 by way of
            an exchange from shares with higher sales charges;

(3) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM
    Tax-Exempt Cash Fund for

    (a) one another;

    (b) Class A shares of an AIM Fund subject to an initial sales charge (except
        for Class A shares of AIM Limited


MCF--02/00                            A-6


<PAGE>   107
                                 -------------
                                 THE AIM FUNDS
                                 -------------

        Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), but only if
        you acquired the original shares

       (i)  prior to May 1, 1994 by exchange from Class A shares subject to an
            initial sales charge;

       (ii) on or after May 1, 1994 by exchange from Class A shares subject to
            an initial sales charge (except for Class A shares of AIM Limited
            Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

    (c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
        Intermediate Fund, but only if you acquired the original shares by
        exchange from Class A shares subject to an initial sales charge; or

(4) Class B shares for other Class B shares, and Class C shares for other Class
    C shares.

(5) AIM Cash Reserve Shares of AIM Money Market Fund for Class B shares and
    Class C shares.

EXCHANGES NOT PERMITTED

You may not exchange Class A shares subject to contingent deferred sales charges
for Class A shares of AIM Limited Maturity Treasury Fund, AIM Tax-Free
Intermediate Fund or AIM Tax-Exempt Cash Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- - You must meet the minimum purchase requirements for the AIM Fund into which
  you are exchanging;

- - Shares of the AIM Fund you wish to acquire must be available for sale in your
  state of residence;

- - Exchanges must be made between accounts with identical registration
  information;

- - The account you wish to exchange from must have a certified tax identification
  number (or the Fund has received an appropriate Form W-8 or W-9);

- - Shares must have been held for at least one day prior to the exchange;

- - If you have physical share certificates, you must return them to the transfer
  agent prior to the exchange; and

- - You are limited to a maximum of 10 exchanges per calendar year, because
  excessive short-term trading or market-timing activity can hurt fund
  performance. If you exceed that limit, or if an AIM Fund or the distributor
  determines, in its sole discretion, that your short-term trading is excessive
  or that you are engaging in market-timing activity, it may reject any
  additional exchange orders. An exchange is the movement out of (redemption)
  one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM Fund may delay the purchase of shares
being acquired in an exchange for up to five business days if it determines that
it would be materially disadvantaged by the immediate transfer of exchange
proceeds. There is no fee for exchanges. The exchange privilege is not an option
or right to purchase shares. Any of the participating AIM Funds or the
distributor may modify or discontinue this privilege at any time.

BY MAIL

If you wish to make an exchange by mail, you must include original signatures of
each registered owner exactly as the shares are registered, the account
registration and account number, the dollar amount or number of shares to be
exchanged and the names of the AIM Funds from which and into which the exchange
is to be made.

BY TELEPHONE

Conditions that apply to exchanges by telephone are the same as redemptions by
telephone, including that the transfer agent must receive exchange requests
during the hours of the customary trading session of the NYSE; however, you
still will be allowed to exchange by telephone even if you have changed your
address of record within the preceding 30 days.

BY INTERNET

You will be allowed to exchange by internet if (1) you do not hold physical
share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time
you held the original shares will be added to the holding period of the Class B
or Class C shares, respectively, into which you exchanged for the purpose of
calculating contingent deferred sales charges (CDSC) if you later redeem the
exchanged shares. If you redeem Class B shares acquired by exchange via a tender
offer by AIM Floating Rate Fund, you will be credited with the time period you
held the shares of AIM Floating Rate Fund for the purpose of computing the early
withdrawal charge applicable to those shares.

- --------------------------------------------------------------------------------
 EACH AIM FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO:

 - REJECT OR CANCEL ANY PART OF ANY PURCHASE OR EXCHANGE ORDER;

 - MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY AIM FUND;

 - REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND
   SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

 - WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.
- --------------------------------------------------------------------------------


                                      A-7                            MCF--02/00


<PAGE>   108
                                 -------------
                                 THE AIM FUNDS
                                 -------------

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The
AIM Funds value portfolio securities for which market quotations are readily
available at market value. The AIM Funds value short-term investments maturing
within 60 days at amortized cost, which approximates market value. AIM Money
Market Fund and AIM Tax-Exempt Cash Fund value all of their securities at
amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund, AIM
Tax-Exempt Bond Fund of Connecticut and AIM Tax-Free Intermediate Fund value
variable rate securities that have an unconditional demand or put feature
exercisable within seven days or less at par, which reflects the market value of
such securities.


  The AIM Funds value all other securities and assets at their fair value.
Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day. In addition, if,
between the time trading ends on a particular security and the close of the
customary trading session of the NYSE, events occur that materially affect the
value of the security, the AIM Funds may value the security at its fair value as
determined in good faith by or under the supervision of the Board of Directors
or Trustees of the AIM Fund. The effect of using fair value pricing is that an
AIM Fund's net asset value will be subject to the judgment of the Board of
Directors or Trustees or its designee instead of being determined by the market.
Because some of the AIM Funds may invest in securities that are primarily listed
on foreign exchanges, the value of those funds' assets may change on days when
you will not be able to purchase or redeem fund shares.


  Each AIM Fund determines the net asset value of its shares as of the close of
the customary trading session of the NYSE on each day the NYSE is open for
business. AIM Money Market Fund also determines its net asset value as of 12:00
noon Eastern Time on each day the NYSE is open for business.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary
trading session of the NYSE. The AIM Funds price purchase, exchange and
redemption orders at the net asset value calculated after the transfer agent
receives an order in good form. An AIM Fund may postpone the right of redemption
only under unusual circumstances, as allowed by the Securities and Exchange
Commission, such as when the NYSE restricts or suspends trading.

TAXES

In general, dividends and distributions you receive are taxable as ordinary
income or long-term capital gains for federal income tax purposes, whether you
reinvest them in additional shares or take them in cash. Distributions are
taxable to you at different rates depending on the length of time the fund holds
its assets. Different tax rates apply to ordinary income and long-term capital
gain distributions, regardless of how long you have held your shares. Every
year, you will be sent information showing the amount of dividends and
distributions you received from each AIM Fund during the prior year.

  Any long-term or short-term capital gains realized from redemptions of AIM
Fund shares will be subject to federal income tax. Exchanges of shares for
shares of another AIM Fund are treated as a sale, and any gain realized on the
transaction will generally be subject to federal income tax.

  INVESTORS IN TAX-EXEMPT FUNDS SHOULD READ THE INFORMATION UNDER THE HEADING
"OTHER INFORMATION -- SPECIAL TAX INFORMATION REGARDING THE FUND" IN THIS
PROSPECTUS.

  The foreign, state and local tax consequences of investing in AIM Fund shares
may differ materially from the federal income tax consequences described above.
You should consult your tax advisor before investing.


MCF--02/00                            A- 8


<PAGE>   109
                        -------------------------------
                        AIM GLOBAL GROWTH & INCOME FUND
                        -------------------------------

OBTAINING ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

More information may be obtained free of charge upon request. The Statement of
Additional Information (SAI), a current version of which is on file with the
Securities and Exchange Commission (SEC), contains more details about the fund
and is incorporated by reference into the prospectus (is legally a part of this
prospectus). Annual and semiannual reports to shareholders contain additional
information about the fund's investments. The fund's annual report also
discusses the market conditions and investment strategies that significantly
affected the fund's performance during its last fiscal year.

  If you have questions about this fund, another fund in The AIM Family of
Funds--Registered Trademark-- or your account, or wish to obtain free copies of
the fund's current SAI or annual or semiannual reports, please contact us
- ---------------------------------------------------------

<TABLE>
<S>                          <C>
BY MAIL:                     A I M Fund Services, Inc.
                             P.O. Box 4739
                             Houston, TX 77210-4739

BY TELEPHONE:                (800) 347-4246

BY E-MAIL:                   [email protected]

ON THE INTERNET:             http://www.aimfunds.com
                             (prospectuses and annual
                             and semiannual reports
                             only)
</TABLE>

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

You also can review and obtain copies of the fund's SAI, reports and other
information at the SEC's Public Reference Room in Washington, DC; on the EDGAR
database on the SEC's Internet website (http://www.sec.gov); or, after paying a
duplication fee, by sending a letter to the SEC's Public Reference Section,
Washington, DC 20549-0102 or by sending an electronic mail request to
[email protected]. Please call the SEC at 1-202-942-8090 for information about
the Public Reference Room.

- ------------------------------------
 AIM Global Growth & Income Fund
 SEC 1940 Act file number: 811-05426
- ------------------------------------

[AIM LOGO APPEARS HERE]  www.aimfunds.com   GGI-PRO-1   INVEST WITH DISCIPLINE
                                                       --Registered Trademark--
<PAGE>   110
        AIM GLOBAL
        INFRASTRUCTURE FUND

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

        AIM Global Infrastructure Fund seeks to provide long-term growth of
        capital.

                                                    AIM --Registered Trademark--
        PROSPECTUS

        FEBRUARY 28, 2000


                                       This prospectus contains important
                                       information about the Class A, B and C
                                       shares of the fund. Please read it
                                       before investing and keep it for
                                       future reference.

                                       As with all other mutual fund
                                       securities, the Securities and
                                       Exchange Commission has not approved
                                       or disapproved these securities or
                                       determined whether the information
                                       in this prospectus is adequate or
                                       accurate. Anyone who tells you
                                       otherwise is committing a crime.


                                       An investment in the fund:


                                          - is not FDIC insured;


                                          - may lose value; and


                                          - is not guaranteed by a bank.



[AIM LOGO APPEARS HERE]                       INVEST WITH DISCIPLINE
                                              --Registered Trademark--
<PAGE>   111
                         ------------------------------
                         AIM GLOBAL INFRASTRUCTURE FUND
                         ------------------------------

TABLE OF CONTENTS
- --------------------------------------------------------------------------------


<TABLE>
<S>                                      <C>
INVESTMENT OBJECTIVE AND STRATEGIES          1
- - - - - - - - - - - - - - - - - - - - - - - - -

PRINCIPAL RISKS OF INVESTING IN THE FUND     1
- - - - - - - - - - - - - - - - - - - - - - - - -

PERFORMANCE INFORMATION                      3
- - - - - - - - - - - - - - - - - - - - - - - - -

Annual Total Returns                         3

Performance Table                            3

FEE TABLE AND EXPENSE EXAMPLE                4
- - - - - - - - - - - - - - - - - - - - - - - - -

Fee Table                                    4

Expense Example                              4

FUND MANAGEMENT                              5
- - - - - - - - - - - - - - - - - - - - - - - - -

The Advisor                                  5

Advisor Compensation                         5

Portfolio Managers                           5

OTHER INFORMATION                            5
- - - - - - - - - - - - - - - - - - - - - - - - -

Sales Charges                                5

Dividends and Distributions                  5

FINANCIAL HIGHLIGHTS                         6
- - - - - - - - - - - - - - - - - - - - - - - - -

SHAREHOLDER INFORMATION                    A-1
- - - - - - - - - - - - - - - - - - - - - - - - -

Choosing a Share Class                     A-1

Purchasing Shares                          A-3

Redeeming Shares                           A-4

Exchanging Shares                          A-6

Pricing of Shares                          A-8

Taxes                                      A-8

OBTAINING ADDITIONAL INFORMATION    Back Cover
- - - - - - - - - - - - - - - - - - - - - - - - -
</TABLE>



The AIM Family of Funds, The AIM Family of Funds and Design (i.e., the AIM
logo), AIM and Design, AIM, AIM LINK, AIM Institutional Funds, aimfunds.com,
La Familia AIM de Fondos, La Familia AIM de Fondos and Design and Invest with
Discipline are registered service marks and AIM Bank Connection, AIM Funds, AIM
Funds and Design, AIM Internet Connect and AIM Investor are service marks of
A I M Management Group Inc.


No dealer, sales person or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and you should not rely on such other information or
representations.
<PAGE>   112
                         ------------------------------
                         AIM GLOBAL INFRASTRUCTURE FUND
                         ------------------------------

INVESTMENT OBJECTIVE AND STRATEGIES
- --------------------------------------------------------------------------------

The fund's investment objective is long-term growth of capital.


  The fund seeks to meet this objective by investing all of its investable
assets in the Global Infrastructure Portfolio (the portfolio), which in turn
normally invests at least 65% of its total assets in equity securities of
domestic and foreign infrastructure companies. The portfolio considers an
"infrastructure company" to be one that (1) derives at least 50% of its revenues
or earnings from infrastructure activities; or (2) devotes at least 50% of its
assets to such activities, based on its most recent fiscal year. Such companies
include those that design, develop, or provide products and services significant
to a country's infrastructure (such as transportation systems, communications
equipment and services, nuclear power and other energy sources, water supply,
and oil, gas, and coal exploration). The portfolio may invest up to 35% of its
assets in debt securities issued by infrastructure companies, or in equity and
debt securities of other companies the portfolio managers believe will benefit
from developments in the infrastructure industry.


  The portfolio will normally invest in the securities of companies located in
at least three different countries, including the United States, and may invest
a significant portion of its assets in the securities of U.S. issuers. However,
the portfolio will invest no more than 50% of its total assets in the securities
of issuers in any one country, other than the U.S. The portfolio may invest
substantially in securities denominated in one or more currencies. The portfolio
may invest in companies located in developing countries, i.e., those that are in
the initial stages of their industrial cycles. The portfolio may also invest up
to 20% of its total assets in lower-quality debt securities, i.e., "junk bonds."


  The portfolio managers allocate the portfolio's assets among securities of
countries and in currency denominations that are expected to provide the best
opportunities for meeting the portfolio's investment objective. In analyzing
specific companies for possible investment, the portfolio managers ordinarily
look 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. The
portfolio managers consider whether to sell a particular security when any of
those factors materially changes.



  In anticipation of or in response to adverse market conditions, for cash
management purposes or for defensive purposes, the portfolio may temporarily
hold all or a portion of its assets in cash (U.S. dollars, foreign currencies or
multinational currency units), money market instruments, shares of affiliated
money market funds, or high-quality debt securities. As a result, the fund or
the portfolio may not achieve its investment objective.


  If the fund's Board of Trustees determines that it is in the best interests of
the fund and its shareholders, the fund may redeem its investment in the
portfolio.

PRINCIPAL RISKS OF INVESTING IN THE FUND
- --------------------------------------------------------------------------------

There is a risk that you could lose all or a portion of your investment in the
fund. The value of your investment in the fund will go up and down with the
prices of the securities in which the portfolio invests. The prices of equity
securities change in response to many factors, including the historical and
prospective earnings of the issuer, the value of its assets, general economic
conditions, interest rates, investor perceptions, and market liquidity.

  The value of the fund's shares is particularly vulnerable to factors affecting
the infrastructure industry, such as substantial political, environmental, and
other governmental regulation. Such regulation may, among other things, increase
compliance costs and proscribe the development of new technologies. In addition,
increases in fuel, energy and other prices have historically limited the growth
potential of infrastructure companies.

  Because the portfolio focuses its investments in the infrastructure industry,
the value of your fund shares may rise and fall more than the value of shares of
a fund that invests more broadly.

  The prices of foreign securities may be further affected by other factors,
including:

- - Currency exchange rates--The dollar value of the fund's foreign investments
  will be affected by changes in the exchange rates between the dollar and the
  currencies in which those investments are traded.

- - Political and economic conditions--The value of the fund's foreign investments
  may be adversely affected by political and social instability in their home
  countries and by changes in economic or taxation policies in those countries.

- - Regulations--Foreign companies generally are subject to less stringent
  regulations, including financial and accounting controls, than are U.S.
  companies. As a result, there generally is less publicly available information
  about foreign companies than about U.S. companies.

- - Markets--The securities markets of other countries are smaller than U.S.
  securities markets. As a result, many foreign



                                        1
<PAGE>   113
                         ------------------------------
                         AIM GLOBAL INFRASTRUCTURE FUND
                         ------------------------------


  securities may be less liquid and their prices may be more volatile than U.S.
  securities.


  These factors may affect the prices of securities issued by foreign companies
and governments located in developing countries more than those in countries
with mature economies. For example, many developing countries have, in the past,
experienced high rates of inflation or sharply devalued their currencies against
the U.S. dollar, thereby causing the value of investments in companies located
in those countries to decline. Transaction costs are often higher in developing
countries and there may be delays in settlement procedures.



  The portfolio may participate in the initial public offering (IPO) market.
Because of the portfolio's small asset base, any investment the portfolio may
make in IPOs may significantly increase the fund's and the portfolio's total
return. As the portfolio's assets grow, the impact of IPO investments will
decline, which may reduce the fund's and the portfolio's total return.



  An investment in the fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.



                                        2
<PAGE>   114
                         ------------------------------
                         AIM GLOBAL INFRASTRUCTURE FUND
                         ------------------------------

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

The bar chart and table shown below provide an indication of the risks of
investing in the fund. The fund's past performance is not necessarily an
indication of its future performance.

ANNUAL TOTAL RETURNS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
The following bar chart shows changes in the performance of the fund's Class A
shares from year to year. The bar chart does not reflect sales loads. If it did,
the annual total returns shown would be lower.

                     [GRAPH]
<TABLE>
<CAPTION>
                                              ANNUAL
YEAR ENDED                                    TOTAL
DECEMBER 31                                   RETURNS
- -----------                                   -------
<S>                                           <C>
1995 .......................................   6.11%
1996 .......................................  22.56%
1997 .......................................   3.10%
1998 .......................................   4.35%
1999 .......................................  38.96%
</TABLE>


  During the periods shown in the bar chart, the highest quarterly return was
32.53% (quarter ended December 31, 1999) and the lowest quarterly return was
- -15.23% (quarter ended September 30, 1998).


PERFORMANCE TABLE


The following performance table compares the fund's performance to that of a
broad-based securities market index. The fund's performance reflects payment of
sales loads.



<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(for the periods ended                                       SINCE      INCEPTION
December 31, 1999)                       1 YEAR   5 YEARS   INCEPTION     DATE
- ---------------------------------------------------------------------------------
<S>                                      <C>      <C>       <C>         <C>
Class A                                  32.36%    13.11%     12.27%    05/31/94
Class B                                  33.29     13.43      12.58     05/31/94
Class C                                     --        --         --     03/01/99
MSCI AC World Index(1)                   27.31     18.90      17.10(2)  05/31/94(2)
- ---------------------------------------------------------------------------------
</TABLE>


(1) The Morgan Stanley Capital International All Country World Index measures
    the performance of securities listed on the major world stock exchanges of
    47 markets, including both developed and emerging markets.
(2) The average annual total return given is since the inception date of the
    class with the longest performance history.


                                        3


<PAGE>   115
                         ------------------------------
                         AIM GLOBAL INFRASTRUCTURE FUND
                         ------------------------------

FEE TABLE AND EXPENSE EXAMPLE
- --------------------------------------------------------------------------------

FEE TABLE

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund:


<TABLE>
<CAPTION>
SHAREHOLDER FEES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(fees paid directly from
your investment)              CLASS A   CLASS B   CLASS C
- ---------------------------------------------------------
<S>                           <C>       <C>       <C>
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of
offering price)               4.75%     None      None

Maximum Deferred
Sales Charge (Load)
(as a percentage of
original purchase
price or redemption
proceeds, whichever is less)  None(1)   5.00%     1.00%
- ---------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
            ANNUAL FUND OPERATING EXPENSES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(expenses that are deducted
from fund assets)(2)        CLASS A   CLASS B   CLASS C
- ---------------------------------------------------------
<S>                         <C>       <C>       <C>
Management Fees              0.98%     0.98%     0.98%

Distribution and/or
Service (12b-1) Fees         0.50      1.00      1.00

Other Expenses               0.74      0.74      0.74

Total Annual Fund
Operating Expenses           2.22      2.72      2.72

Expense

Reimbursement(3)             0.22      0.22      0.22

Net Expenses                 2.00      2.50      2.50
- ---------------------------------------------------------
</TABLE>


(1) If you buy $1,000,000 or more of Class A shares and redeem these shares
    within 18 months from the date of purchase, you may pay a 1% contingent
    deferred sales charge (CDSC) at the time of redemption.
(2) This fee table, and the expense example below, reflect the expenses of both
    the fund and the portfolio.

(3) The investment advisor has contractually agreed to limit Total Annual Fund
    Operating Expenses (excluding interest, taxes, brokerage commissions and
    extraordinary expenses) on Class A, Class B and Class C shares to 2.00%,
    2.50% and 2.50%, respectively.


As a result of 12b-1 fees, long-term shareholders in the fund may pay more than
the maximum permitted initial sales charge.

EXPENSE EXAMPLE

This example is intended to help you compare the costs of investing in different
classes of the fund with the cost of investing in other mutual funds.

  The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's gross operating expenses remain the same. To the extent fees are waived,
the expenses will be lower. Although your actual returns and costs may be higher
or lower, based on these assumptions your costs would be:


<TABLE>
<CAPTION>
              1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ---------------------------------------------------
<S>           <C>       <C>       <C>       <C>
Class A        $689     $1,136    $1,608     $2,908
Class B         775      1,144     1,640      2,931
Class C         375        844     1,440      3,051
- ---------------------------------------------------
</TABLE>


You would pay the following expenses if you did not redeem your shares:


<TABLE>
<CAPTION>
              1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ---------------------------------------------------
<S>           <C>       <C>       <C>       <C>
Class A        $689     $1,136    $1,608     $2,908
Class B         275        844     1,440      2,931
Class C         275        844     1,440      3,051
- ---------------------------------------------------
</TABLE>



                                        4
<PAGE>   116
                         ------------------------------
                         AIM GLOBAL INFRASTRUCTURE FUND
                         ------------------------------

FUND MANAGEMENT
- --------------------------------------------------------------------------------

THE ADVISOR

A I M Advisors, Inc. (the advisor) serves as the investment advisor of Global
Infrastructure Portfolio (the portfolio) and is responsible for its day-to-day
management. The advisor is located at 11 Greenway Plaza, Suite 100, Houston,
Texas 77046-1173. The advisor supervises all aspects of the portfolio's
operations and provides investment advisory services to the portfolio, including
obtaining and evaluating economic, statistical and financial information to
formulate and implement investment programs for the portfolio.


  The advisor has acted as an investment advisor since its organization in 1976.
Today, the advisor, together with its subsidiaries, advises or manages over 120
investment portfolios, including the portfolio, encompassing a broad range of
investment objectives.


ADVISOR COMPENSATION


During the fiscal year ended October 31, 1999, the advisor received compensation
of 0.76% of average daily net assets.



PORTFOLIO MANAGERS



The advisor uses a team approach to investment management. The individual
members of the team who are primarily responsible for the day-to-day management
of the portfolio, all of whom are officers of A I M Capital Management, Inc., a
wholly owned subsidiary of the advisor, are



- - Robert G. Alley, Senior Portfolio Manager, who has been responsible for the
  fund since 1999 and has been associated with the advisor and/or its affiliates
  since 1992.



- - Claude C. Cody IV, Senior Portfolio Manager, who has been responsible for the
  fund since 1999 and has been associated with the advisor and/or its affiliates
  since 1992.



- - Carolyn L. Gibbs, Senior Portfolio Manager, who has been responsible for the
  fund since 1999 and has been associated with the advisor and/or its affiliates
  since 1989.



- - Craig A. Smith, Senior Portfolio Manager, who has been responsible for the
  fund since 1999 and has been associated with the advisor and/or its affiliates
  since 1989.



- - Meggan M. Walsh, Portfolio Manager, who has been responsible for the fund
  since 1999 and has been associated with the advisor and/or its affiliates
  since 1991.


OTHER INFORMATION
- --------------------------------------------------------------------------------

SALES CHARGES

Purchases of Class A shares of AIM Global Infrastructure Fund are subject to the
maximum 4.75% initial sales charge as listed under the heading "CATEGORY II
Initial Sales Charges" in the "Shareholder Information--Choosing a Share Class"
section of this prospectus. Purchases of Class B and Class C shares are subject
to the contingent deferred sales charges listed in that section.

DIVIDENDS AND DISTRIBUTIONS


The fund expects that its distributions will consist primarily of capital gains.


DIVIDENDS

The fund generally declares and pays dividends, if any, annually.

CAPITAL GAINS DISTRIBUTIONS


The fund generally distributes any long-term and short-term capital gains, if
any, annually.



                                        5
<PAGE>   117
                         ------------------------------
                         AIM GLOBAL INFRASTRUCTURE FUND
                         ------------------------------

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the fund's
financial performance. Certain information reflects financial results for a
single fund share.

  The total returns in the table represent the rate that an investor would have
earned (or lost) on an investment in the fund (assuming reinvestment of all
dividends and distributions).

  This information has been audited by PricewaterhouseCoopers LLP, whose report,
along with the fund's financial statements, is included in the fund's annual
report, which is available upon request.


<TABLE>
<CAPTION>
                                                                      CLASS A
                                                  ---------------------------------------------------
                                                              YEAR ENDED OCTOBER 31,
                                                  ---------------------------------------------------
                                                    1999        1998(a)   1997(a)   1996(a)     1995
- -----------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>        <C>        <C>       <C>
Net asset value, beginning of period              $  14.18     $ 15.01    $ 14.42   $ 12.11   $ 12.47
Income from investment operations:
  Net investment income (loss)                       --           0.07(b)   (0.01)    (0.03)    (0.03)(c)
  Net realized and unrealized gain (loss) on
    investments                                       3.07       (0.79)      1.32      2.34     (0.33)
    Net increase (decrease) from investment
      operations                                      3.07       (0.72)      1.31      2.31     (0.36)
Distributions to shareholders:
  From net investment income                         (0.07)      --         --        --          --
  From net realized gain on investments              (0.85)      (0.11)     (0.72)    --          --
    Total distributions                              (0.92)      (0.11)     (0.72)    --          --
Net asset value, end of period                    $  16.33     $ 14.18    $ 15.01   $ 14.42   $ 12.11
Total return(d)                                      22.72%      (4.82)%     9.38%    19.08%    (2.89)%
- -----------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- -----------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)               $ 19,958     $23,531    $38,281   $38,397   $36,241
Ratio of net investment income (loss) to
  average net assets:
  With fee waivers                                    0.09%(e)    0.52%     (0.09)%   (0.19)%   (0.32)%
  Without fee waivers                                (0.13)%(e)   0.28%     (0.17)%   (0.30)%   (0.58)%
Ratio of expenses to average net assets:
  With fee waivers                                    2.00%(e)    1.99%      2.00%     2.14%     2.36%
  Without fee waivers                                 2.22%(e)    2.23%      2.08%     2.25%     2.62%
Portfolio turnover rate                                 49%         96%        41%       41%       45%
- -----------------------------------------------------------------------------------------------------
</TABLE>



(a) These selected per share data were calculated based upon average shares
    outstanding during the period.


(b) Before reimbursement the net investment income per share would have been
    reduced by $0.03.


(c) Before reimbursement the net investment income per share would have been
    reduced by $0.03.


(d) Total return does not include sales charges and is not annualized for
    periods less than one year.


(e) Ratios are based on average net assets of $21,681,105.



                                        6
<PAGE>   118
                         ------------------------------
                         AIM GLOBAL INFRASTRUCTURE FUND
                         ------------------------------


FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      CLASS B
                                                  ----------------------------------------------------
                                                              YEAR ENDED OCTOBER 31,
                                                  ----------------------------------------------------
                                                   1999(a)     1998(a)   1997(a)   1996(a)      1995
- ------------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>       <C>        <C>        <C>
Net asset value, beginning of period              $  13.87    $ 14.75   $ 14.24    $ 12.03   $  12.45
Income from investment operations:
  Net investment income (loss)                       (0.06)     --   (b)  (0.09)     (0.09)     (0.09)(c)
  Net realized and unrealized gain (loss) on
    investments                                       2.98      (0.77)     1.32       2.30      (0.33)
    Net increase (decrease) from investment
      operations                                      2.92      (0.77)     1.23       2.21      (0.42)
Distributions to shareholders:
  From net realized gain on investments              (0.85)     (0.11)    (0.72)        --        --
    Total distributions                              (0.85)     (0.11)    (0.72)        --        --
Net asset value, end of period                    $  15.94    $ 13.87   $ 14.75    $ 14.24   $  12.03
Total return(d)                                      22.03%     (5.31)%    8.83%     18.37%     (3.37)%
- -----------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- -----------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)               $ 25,134    $32,349   $57,199    $53,678   $ 50,181
Ratio of net investment income (loss) to average
  net assets:
  With fee waivers                                   (0.41)%(e)  0.02%    (0.59)%    (0.69)%    (0.82)%
  Without fee waivers                                (0.63)%(e) (0.22)%   (0.67)%    (0.80)%    (1.08)%
Ratio of expenses to average net assets:
  With fee waivers                                    2.50%(e)   2.49%     2.50%      2.64%      2.86%
  Without fee waivers                                 2.72%(e)   2.73%     2.58%      2.75%      3.12%
Portfolio turnover rate                                 49%        96%       41%        41%        45%
- -----------------------------------------------------------------------------------------------------
</TABLE>



(a) These selected per share data were calculated based upon average shares
    outstanding during the period.


(b) Before reimbursement the net investment income per share would have been
    reduced by $0.03.


(c) Before reimbursement the net investment income per share would have been
    reduced by $0.03.


(d) Total return does not include sales charges and is not annualized for
    periods less than one year.


(e) Ratios are based on average net assets of $28,390,371.



<TABLE>
<CAPTION>
                                                                 CLASS C
                                                              -------------
                                                              MARCH 1, 1999
                                                                   TO
                                                               OCTOBER 31,
                                                                 1999(a)
- ---------------------------------------------------------------------------
<S>                                                           <C>
Net asset value, beginning of period                             $13.99
Income from investment operations:
  Net investment income (loss)                                    (0.03)
  Net realized and unrealized gain (loss) on investments           1.98
    Net increase (decrease) from investment operations             1.95
Distributions to shareholders:
  From net investment income                                      --
  From net realized gain on investments                           --
    Total distributions                                           --
Net asset value, end of period                                   $15.94
Total return(b)                                                   13.94%
- ---------------------------------------------------------------------------
Ratios and supplemental data:
- ---------------------------------------------------------------------------
Net assets, end of period (in 000s)                              $   16
Ratio of net investment income (loss) to average net assets:
  With fee waivers                                                (0.41)%(c)
  Without fee waivers                                             (0.63)%(c)
Ratio of expenses to average net assets:
  With fee waivers                                                 2.50%(c)
  Without fee waivers                                              2.72%(c)
Portfolio turnover rate                                              49%
- ---------------------------------------------------------------------------
</TABLE>



(a) These selected per share data were calculated based upon the average shares
    outstanding during the period.


(b) Total return does not include sales charges and is not annualized for
    periods less than one year.


(c) Ratios are annualized and based on average net assets of $10,439.



                                        7
<PAGE>   119
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to
many other mutual funds (the AIM Funds). The following information is about all
the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing
an interest in the same portfolio of investments. When choosing a share class,
you should consider the factors below:

<TABLE>
<CAPTION>
CLASS A                              CLASS B                              CLASS C
- ---------------------------------------------------------------------------------------------------------
<S>                                  <C>                                  <C>
- - Initial sales charge               - No initial sales charge            - No initial sales charge

- - Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain purchases         charge on redemptions within         charge on redemptions within
                                       six years                            one year

- - Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares         - Does not convert to Class A
                                       after eight years along with a       shares
                                       pro rata portion of its
                                       reinvested dividends and
                                       distributions(1)

- - Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors
</TABLE>

      (1) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve
          Shares.

          AIM Global Trends Fund: If you held Class B shares on May 29,
          1998 and continue to hold them, those shares will convert to
          Class A shares of that fund seven years after your date of
          purchase. If you exchange those shares for Class B shares of
          another AIM Fund, the shares into which you exchanged will
          not convert to Class A shares until eight years after your
          date of purchase of the original shares.

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

DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans
that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc.
(the distributor) for the sale and distribution of its shares and fees for
services provided to shareholders, all or a substantial portion of which are
paid to the dealer of record. Because the AIM Fund pays these fees out of its
assets on an ongoing basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.

SALES CHARGES

Generally, you will not pay a sales charge on purchases or redemptions of Class
A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money
Market Fund. You may be charged a contingent deferred sales charge if you redeem
AIM Cash Reserve Shares of AIM Money Market Fund acquired through certain
exchanges. Sales charges on all other AIM Funds and classes of those Funds are
detailed below. As used below, the term "offering price" with respect to all
categories of Class A shares includes the initial sales charge.

INITIAL SALES CHARGES

The AIM Funds are grouped into three categories with respect to initial sales
charges. The "Other Information" section of your prospectus will tell you in
what category your particular AIM Fund is classified.

<TABLE>
<CAPTION>
             CATEGORY I INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
            Less than $  25,000       5.50%          5.82%
$ 25,000 but less than $  50,000      5.25           5.54
$ 50,000 but less than $ 100,000      4.75           4.99
$100,000 but less than $ 250,000      3.75           3.90
$250,000 but less than $ 500,000      3.00           3.09
$500,000 but less than $1,000,000     2.00           2.04
- -------------------------------------------------------------
</TABLE>


                                      A-1                            MCF--02/00


<PAGE>   120
                                 -------------
                                 THE AIM FUNDS
                                 -------------

<TABLE>
<CAPTION>
CATEGORY II INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                             INVESTOR'S
                                            SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
             Less than $   50,000      4.75%          4.99%
$ 50,000 but less than $  100,000      4.00           4.17
$100,000 but less than $  250,000      3.75           3.90
$250,000 but less than $  500,000      2.50           2.56
$500,000 but less than $1,000,000      2.00           2.04
- -------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
CATEGORY III INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                                <C>              <C>
             Less than $  100,000      1.00%          1.01%
$100,000 but less than $  250,000      0.75           0.76
$250,000 but less than $1,000,000      0.50           0.50
- -------------------------------------------------------------
</TABLE>

CONTINGENT DEFERRED SALES CHARGES FOR CLASS A SHARES

You can purchase $1,000,000 or more of Class A shares at net asset value.
However, if you purchase shares of that amount in Categories I or II, they will
be subject to a contingent deferred sales charge (CDSC) of 1% if you redeem them
prior to 18 months after the date of purchase. The distributor may pay a dealer
concession and/or a service fee for purchases of $1,000,000 or more.

CONTINGENT DEFERRED SALES CHARGES FOR
CLASS B AND CLASS C SHARES

You can purchase Class B and Class C shares at their net asset value per share.
However, when you redeem them, they are subject to a CDSC in the following
percentages:

<TABLE>
<CAPTION>
YEAR SINCE
PURCHASE MADE          CLASS B            CLASS C
- ----------------------------------------------------------
<S>                   <C>                <C>
First                         5%                 1%
Second                        4                None
Third                         3                None
Fourth                        3                None
Fifth                         2                None
Sixth                         1                None
Seventh and following       None               None
- ----------------------------------------------------------
</TABLE>

COMPUTING A CDSC

The CDSC on redemptions of shares is computed based on the lower of their
original purchase price or current market value, net of reinvested dividends and
capital gains distributions. In determining whether to charge a CDSC, we will
assume that you have redeemed shares on which there is no CDSC first and, then,
shares in the order of purchase.

REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS

You may qualify for reduced sales charges or sales charge exceptions. To qualify
for these reductions or exceptions, you or your financial consultant must
provide sufficient information at the time of purchase to verify that your
purchase qualifies for such treatment.

REDUCED SALES CHARGES

You may be eligible to buy Class A shares at reduced initial sales charge rates
under Rights of Accumulation or Letters of Intent under certain circumstances.

Rights of Accumulation

You may combine your new purchases of Class A shares with Class A shares
currently owned for the purpose of qualifying for the lower initial sales charge
rates that apply to larger purchases. The applicable initial sales charge for
the new purchase is based on the total of your current purchase and the current
value of all Class A shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount
of Class A shares of AIM Funds during a 13-month period. The amount you agree to
purchase determines the initial sales charge you pay. If the full face amount of
the LOI is not invested by the end of the 13-month period, your account will be
adjusted to the higher initial sales charge level for the amount actually
invested.

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- - on shares purchased by reinvesting dividends and distributions;

- - when exchanging shares among certain AIM Funds;

- - when using the reinstatement privilege; and

- - when a merger, consolidation, or acquisition of assets of an AIM Fund occurs.

CONTINGENT DEFERRED SALES CHARGE (CDSC) EXCEPTIONS

You will not pay a CDSC

- - if you redeem Class B shares you held for more than six years;

- - if you redeem Class C shares you held for more than one year;

- - if you redeem shares acquired through reinvestment of dividends and
  distributions; and

- - on increases in the net asset value of your shares.

There may be other situations when you may be able to purchase or redeem shares
at reduced or without sales charges. Consult the fund's Statement of Additional
Information for details.


MCF--02/00                            A-2


<PAGE>   121
                                 -------------
                                 THE AIM FUNDS
                                 -------------


PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Mid
Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

<TABLE>
<CAPTION>
                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
- ----------------------------------------------------------------------------------------------------------------
<S>                                              <C>                                         <C>
Savings Plans (money-purchase/profit sharing     $ 0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)
Automatic Investment Plans                        50                                                 50
IRA, Education IRA or Roth IRA                   250                                                 50
All other accounts                               500                                                 50
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

HOW TO PURCHASE SHARES

You may purchase shares using one of the options below.

PURCHASE OPTIONS


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
- ----------------------------------------------------------------------------------------------------------
<S>                             <C>                                    <C>
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and purchase payment to the            slip from your confirmation
                                transfer agent,                        statement to the transfer agent.
                                A I M Fund Services, Inc.,
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By AIM Bank Connection(SM)      Open your account using one of the     Mail completed AIM Bank Connection
                                methods described above.               form to the transfer agent. Once
                                                                       the transfer agent has received the
                                                                       form, call the transfer agent to
                                                                       place your purchase order.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. The
                                                                       maximum purchase amount per
                                                                       transaction is $100,000. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
- ----------------------------------------------------------------------------------------------------------
</TABLE>


                                      A-3                            MCF--02/00


<PAGE>   122
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing
the AIM Fund to withdraw the amount of your investment from your bank account on
a day or dates you specify and in an amount of at least $50. You may stop the
Automatic Investment Plan at any time by giving the transfer agent notice ten
days prior to your next scheduled withdrawal.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic monthly or quarterly
exchanges, if permitted, from one AIM Fund account to one or more other AIM Fund
accounts with the identical registration. The account from which exchanges are
to be made must have a minimum balance of $5,000 before you can use this option.
Exchanges will occur on (or about) the 10th or 25th day of the month, whichever
you specify, in the amount you specify. The minimum amount you can exchange to
another AIM Fund is $50.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any
AIM Fund at net asset value. Unless you specify otherwise, your dividends and
distributions will automatically be reinvested in the same AIM Fund. You may
invest your dividends and distributions (1) into another AIM Fund in the same
class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM
Money Market Fund, or vice versa.

  You must comply with the following requirements to be eligible to invest your
dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at
    least $5,000; or (b) in the AIM Fund receiving the dividend must be at least
    $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into
    another AIM Fund.

PORTFOLIO REBALANCING PROGRAM

If you have at least $5,000 in your account, you may participate in the
Portfolio Rebalancing Program. Under this Program, you can designate how the
total value of your AIM Fund holdings should be rebalanced, on a percentage
basis, between two and ten of your AIM Funds on a quarterly, semiannual or
annual basis. Your portfolio will be rebalanced through the exchange of shares
in one or more of your AIM Funds for shares of the same class of one or more
other AIM Funds in your portfolio. If you wish to participate in the Program,
make changes or cancel the Program, the transfer agent must receive your request
to participate, changes, or cancellation in good order at least five business
days prior to the next rebalancing date, which is normally the 28th day of the
last month of the period you choose. You may realize taxable gains from these
exchanges. We may modify, suspend or terminate the Program at any time on 60
days' prior written notice.

RETIREMENT PLANS

Shares of most of the AIM Funds can be purchased through tax-sheltered
retirement plans made available to corporations, individuals and employees of
non-profit organizations and public schools. A plan document must be adopted to
establish a retirement plan. You may use AIM Funds-sponsored retirement plans,
which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans,
SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or
another sponsor's retirement plan. The plan custodian of the AIM Funds-sponsored
retirement plan assesses an annual maintenance fee of $10. Contact your
financial consultant for details.

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. However, if
you acquired Class A shares of AIM Developing Markets Fund in connection with
the reorganization of AIM Eastern Europe Fund, you will be charged a redemption
fee of 2% of the net asset value of those shares, which will be paid to AIM
Developing Markets Fund, if you redeem your shares within the first year after
the reorganization. Your broker or financial consultant may charge service fees
for handling redemption transactions. Your shares also may be subject to a
contingent deferred sales charge (CDSC).

REDEMPTION OF AIM CASH RESERVE SHARES OF
AIM MONEY MARKET FUND ACQUIRED BY EXCHANGE

If you redeem AIM Cash Reserve Shares acquired by exchange from Class A shares
subject to a CDSC within 18 months of the purchase of the Class A shares, you
will be charged a CDSC.

REDEMPTION OF CLASS B SHARES OR CLASS C
SHARES ACQUIRED BY EXCHANGE FROM AIM CASH
RESERVE SHARES OF AIM MONEY MARKET FUND

We will begin the holding period for purposes of calculating the CDSC on Class B
shares or Class C shares acquired by exchange from AIM Cash Reserve Shares of
AIM Money Market Fund at the time of the exchange into Class B shares or Class C
shares.

REDEMPTION OF CLASS B SHARES ACQUIRED BY
EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM
Floating Rate Fund, the early withdrawal charge applicable to shares of AIM
Floating Rate Fund will be applied instead of the CDSC normally applicable to
Class B shares.


MCF--02/00                            A-4


<PAGE>   123
                                 -------------
                                 THE AIM FUNDS
                                 -------------

HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

<TABLE>
<S>                           <C>
Through a Financial           Contact your financial consultant.
Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM Fund and your account number; (3) if
                              the transfer agent does not hold your shares, endorsed share
                              certificates or share certificates accompanied by an
                              executed stock power; and (4) signature guarantees, if
                              necessary (see below). The transfer agent may require that
                              you provide additional information, such as corporate
                              resolutions or powers of attorney, if applicable. If you are
                              redeeming from an IRA account, you must include a statement
                              of whether or not you are at least 59 1/2 years old and
                              whether you wish to have federal income tax withheld from
                              your proceeds. The transfer agent may require certain other
                              information before you can redeem from an employer-sponsored
                              retirement plan. Contact your employer for details.

By Telephone                  Call the transfer agent. You will be allowed to redeem by
                              telephone if (1) the proceeds are to be mailed to the
                              address on record (if there has been no change communicated
                              to us within the last 30 days) or transferred electronically
                              to a pre-authorized checking account; (2) you do not hold
                              physical share certificates; (3) you can provide proper
                              identification information; (4) the proceeds of the
                              redemption do not exceed $50,000; and (5) you have not
                              previously declined the telephone redemption privilege.
                              Certain accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. The transfer agent
                              must receive your call during the hours of the customary
                              trading session of the New York Stock Exchange (NYSE) in
                              order to effect the redemption at that day's closing price.

By AIM Internet Connect       Place your redemption request at www.aimfunds.com. You will
                              be allowed to redeem by internet if (1) you do not hold
                              physical share certificates; (2) you can provide proper
                              identification information; (3) the proceeds of the
                              redemption do not exceed $50,000; and (4) you have
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. The
                              transfer agent must confirm your transaction during the
                              hours of the customary trading session of the NYSE in order
                              to effect the redemption at that day's closing price.
</TABLE>

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

TIMING AND METHOD OF PAYMENT

We normally will send out checks within one business day, and in any event no
more than seven days, after we accept your request to redeem. If you redeem
shares recently purchased by check, you will be required to wait up to ten
business days before we will send your redemption proceeds. This delay is
necessary to ensure that the purchase check has cleared.

REDEMPTION BY MAIL

If you mail us a request in good order to redeem your shares, we will mail you a
check in the amount of the redemption proceeds to the address on record with us.
If your request is not in good order, you may have to provide us with additional
documentation in order to redeem your shares.

REDEMPTION BY TELEPHONE

If you redeem by telephone, we will mail you a check in the amount of the
redemption proceeds to your address of record (if there has been no change
communicated to the transfer agent within the previous 30 days) or transmit them
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by telephone are genuine and are not
liable for telephone instructions that are reasonably believed to be genuine.

REDEMPTION BY INTERNET

If you redeem by internet, we will transmit your redemption proceeds
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by internet are genuine and are not
liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

You may arrange for regular monthly or quarterly withdrawals from your account
of at least $50. You also may make annual withdrawals if you own Class A shares.
We will redeem enough shares from your account to cover the amount withdrawn.
You must have an account balance of at least $5,000 to establish a Systematic
Withdrawal Plan. You can stop this plan at any time by giving ten days prior
notice to the transfer agent.

EXPEDITED REDEMPTIONS

(AIM Cash Reserve Shares of AIM Money Market Fund only)

If we receive your redemption order before 11:30 a.m. Eastern Time, we will try
to transmit payment of redemption proceeds on that same day. If we receive your
redemption order after 11:30 a.m. Eastern Time and before the close of the
customary trading session of the NYSE, we generally will transmit payment on the
next business day.


                                      A-5                            MCF--02/00


<PAGE>   124
                                 -------------
                                 THE AIM FUNDS
                                 -------------

REDEMPTIONS BY CHECK

(Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM
Money Market Fund only)

You may redeem shares of these AIM Funds by writing checks in amounts of $250 or
more if you have completed an authorization form. Redemption by check is not
available for retirement accounts.

SIGNATURE GUARANTEES

We require a signature guarantee when you redeem by mail and

(1) the amount is greater than $50,000;

(2) you request that payment be made to someone other than the name registered
    on the account;

(3) you request that payment be sent somewhere other than the bank of record on
    the account; or

(4) you request that payment be sent to a new address or an address that changed
    in the last 30 days.

The transfer agent will accept a guarantee of your signature by a number of
financial institutions. Call the transfer agent for additional information. Some
institutions have transaction amount maximums for these guarantees. Please check
with the guarantor institution.

REINSTATEMENT PRIVILEGE (Class A shares only)

You may, within 90 days after you sell Class A shares (except Class A shares of
AIM Tax-Exempt Cash Fund), reinvest all or part of your redemption proceeds in
Class A shares of any AIM Fund at net asset value in an identically registered
account. If you sold Class A shares of AIM Limited Maturity Treasury Fund or AIM
Tax-Free Intermediate Fund, you will incur an initial sales charge reflecting
the difference between the initial sales charges on those Funds and the ones in
which you will be investing. In addition, if you paid a contingent deferred
sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC
if you later redeem that amount. You must notify the transfer agent in writing
at the time you reinstate that you are exercising your reinstatement privilege.
You may exercise this privilege only once per year.

REDEMPTIONS BY THE AIM FUNDS

If your account has been open at least one year, you have not made an additional
purchase in the account during the past six calendar months, and the value of
your account falls below $500 for three consecutive months due to redemptions or
exchanges (excluding retirement accounts), the AIM Funds have the right to
redeem the account after giving you 60 days' prior written notice. You may avoid
having your account redeemed during the notice period by bringing the account
value up to $500 or by utilizing the Automatic Investment Plan.
  If an AIM Fund determines that you have not provided a correct Social Security
or other tax ID number on your account application, the AIM Fund may, at its
discretion, redeem the account and distribute the proceeds to you.

EXCHANGING SHARES

You may, under certain circumstances, exchange shares in one AIM Fund for those
of another AIM Fund. Before requesting an exchange, review the prospectus of the
AIM Fund you wish to acquire. Exchange privileges also apply to holders of the
Connecticut General Guaranteed Account, established for tax-qualified group
annuities, for contracts purchased on or before June 30, 1992.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the
same class of another AIM Fund. You may exchange AIM Cash Reserve Shares of AIM
Money Market Fund for Class A shares of another AIM Fund, or vice versa. You
also may exchange AIM Cash Reserve Shares of AIM Money Market Fund for Class B
shares or Class C shares of another AIM Fund, but only if the AIM Cash Reserve
Shares were purchased directly and not acquired by exchange. You may be required
to pay an initial sales charge when exchanging from a Fund with a lower initial
sales charge than the one into which you are exchanging. If you exchange from
Class A shares not subject to a CDSC into Class A shares subject to those
charges, you will be charged a CDSC when you redeem the exchanged shares. The
CDSC charged on redemption of those shares will be calculated starting on the
date you acquired those shares through exchange.



YOU WILL NOT PAY A SALES CHARGE WHEN EXCHANGING:

(1) Class A shares with an initial sales charge (except for Class A shares of
    AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for
    Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money
    Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
    Intermediate Fund for

    (a) one another;

    (b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of
        AIM Tax-Exempt Cash Fund; or

    (c) Class A shares of another AIM Fund, but only if

       (i)  you acquired the original shares before May 1, 1994; or

       (ii) you acquired the original shares on or after May 1, 1994 by way of
            an exchange from shares with higher sales charges;

(3) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM
    Tax-Exempt Cash Fund for

    (a) one another;

    (b) Class A shares of an AIM Fund subject to an initial sales charge (except
        for Class A shares of AIM Limited


MCF--02/00                            A-6


<PAGE>   125
                                 -------------
                                 THE AIM FUNDS
                                 -------------

        Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), but only if
        you acquired the original shares

       (i)  prior to May 1, 1994 by exchange from Class A shares subject to an
            initial sales charge;

       (ii) on or after May 1, 1994 by exchange from Class A shares subject to
            an initial sales charge (except for Class A shares of AIM Limited
            Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

    (c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
        Intermediate Fund, but only if you acquired the original shares by
        exchange from Class A shares subject to an initial sales charge; or

(4) Class B shares for other Class B shares, and Class C shares for other Class
    C shares.

(5) AIM Cash Reserve Shares of AIM Money Market Fund for Class B shares and
    Class C shares.

EXCHANGES NOT PERMITTED

You may not exchange Class A shares subject to contingent deferred sales charges
for Class A shares of AIM Limited Maturity Treasury Fund, AIM Tax-Free
Intermediate Fund or AIM Tax-Exempt Cash Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- - You must meet the minimum purchase requirements for the AIM Fund into which
  you are exchanging;

- - Shares of the AIM Fund you wish to acquire must be available for sale in your
  state of residence;

- - Exchanges must be made between accounts with identical registration
  information;

- - The account you wish to exchange from must have a certified tax identification
  number (or the Fund has received an appropriate Form W-8 or W-9);

- - Shares must have been held for at least one day prior to the exchange;

- - If you have physical share certificates, you must return them to the transfer
  agent prior to the exchange; and

- - You are limited to a maximum of 10 exchanges per calendar year, because
  excessive short-term trading or market-timing activity can hurt fund
  performance. If you exceed that limit, or if an AIM Fund or the distributor
  determines, in its sole discretion, that your short-term trading is excessive
  or that you are engaging in market-timing activity, it may reject any
  additional exchange orders. An exchange is the movement out of (redemption)
  one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM Fund may delay the purchase of shares
being acquired in an exchange for up to five business days if it determines that
it would be materially disadvantaged by the immediate transfer of exchange
proceeds. There is no fee for exchanges. The exchange privilege is not an option
or right to purchase shares. Any of the participating AIM Funds or the
distributor may modify or discontinue this privilege at any time.

BY MAIL

If you wish to make an exchange by mail, you must include original signatures of
each registered owner exactly as the shares are registered, the account
registration and account number, the dollar amount or number of shares to be
exchanged and the names of the AIM Funds from which and into which the exchange
is to be made.

BY TELEPHONE

Conditions that apply to exchanges by telephone are the same as redemptions by
telephone, including that the transfer agent must receive exchange requests
during the hours of the customary trading session of the NYSE; however, you
still will be allowed to exchange by telephone even if you have changed your
address of record within the preceding 30 days.

BY INTERNET

You will be allowed to exchange by internet if (1) you do not hold physical
share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time
you held the original shares will be added to the holding period of the Class B
or Class C shares, respectively, into which you exchanged for the purpose of
calculating contingent deferred sales charges (CDSC) if you later redeem the
exchanged shares. If you redeem Class B shares acquired by exchange via a tender
offer by AIM Floating Rate Fund, you will be credited with the time period you
held the shares of AIM Floating Rate Fund for the purpose of computing the early
withdrawal charge applicable to those shares.

- --------------------------------------------------------------------------------
 EACH AIM FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO:

 - REJECT OR CANCEL ANY PART OF ANY PURCHASE OR EXCHANGE ORDER;

 - MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY AIM FUND;

 - REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND
   SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

 - WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.
- --------------------------------------------------------------------------------


                                      A-7                            MCF--02/00


<PAGE>   126
                                 -------------
                                 THE AIM FUNDS
                                 -------------

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The
AIM Funds value portfolio securities for which market quotations are readily
available at market value. The AIM Funds value short-term investments maturing
within 60 days at amortized cost, which approximates market value. AIM Money
Market Fund and AIM Tax-Exempt Cash Fund value all of their securities at
amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund, AIM
Tax-Exempt Bond Fund of Connecticut and AIM Tax-Free Intermediate Fund value
variable rate securities that have an unconditional demand or put feature
exercisable within seven days or less at par, which reflects the market value of
such securities.


  The AIM Funds value all other securities and assets at their fair value.
Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day. In addition, if,
between the time trading ends on a particular security and the close of the
customary trading session of the NYSE, events occur that materially affect the
value of the security, the AIM Funds may value the security at its fair value as
determined in good faith by or under the supervision of the Board of Directors
or Trustees of the AIM Fund. The effect of using fair value pricing is that an
AIM Fund's net asset value will be subject to the judgment of the Board of
Directors or Trustees or its designee instead of being determined by the market.
Because some of the AIM Funds may invest in securities that are primarily listed
on foreign exchanges, the value of those funds' assets may change on days when
you will not be able to purchase or redeem fund shares.


  Each AIM Fund determines the net asset value of its shares as of the close of
the customary trading session of the NYSE on each day the NYSE is open for
business. AIM Money Market Fund also determines its net asset value as of 12:00
noon Eastern Time on each day the NYSE is open for business.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary
trading session of the NYSE. The AIM Funds price purchase, exchange and
redemption orders at the net asset value calculated after the transfer agent
receives an order in good form. An AIM Fund may postpone the right of redemption
only under unusual circumstances, as allowed by the Securities and Exchange
Commission, such as when the NYSE restricts or suspends trading.

TAXES

In general, dividends and distributions you receive are taxable as ordinary
income or long-term capital gains for federal income tax purposes, whether you
reinvest them in additional shares or take them in cash. Distributions are
taxable to you at different rates depending on the length of time the fund holds
its assets. Different tax rates apply to ordinary income and long-term capital
gain distributions, regardless of how long you have held your shares. Every
year, you will be sent information showing the amount of dividends and
distributions you received from each AIM Fund during the prior year.

  Any long-term or short-term capital gains realized from redemptions of AIM
Fund shares will be subject to federal income tax. Exchanges of shares for
shares of another AIM Fund are treated as a sale, and any gain realized on the
transaction will generally be subject to federal income tax.

  INVESTORS IN TAX-EXEMPT FUNDS SHOULD READ THE INFORMATION UNDER THE HEADING
"OTHER INFORMATION -- SPECIAL TAX INFORMATION REGARDING THE FUND" IN THIS
PROSPECTUS.

  The foreign, state and local tax consequences of investing in AIM Fund shares
may differ materially from the federal income tax consequences described above.
You should consult your tax advisor before investing.


MCF--02/00                            A- 8


<PAGE>   127
                         ------------------------------
                         AIM GLOBAL INFRASTRUCTURE FUND
                         ------------------------------

OBTAINING ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

More information may be obtained free of charge upon request. The Statement of
Additional Information (SAI), a current version of which is on file with the
Securities and Exchange Commission (SEC), contains more details about the fund
and is incorporated by reference into the prospectus (is legally a part of this
prospectus). Annual and semiannual reports to shareholders contain additional
information about the fund's investments. The fund's annual report also
discusses the market conditions and investment strategies that significantly
affected the fund's performance during its last fiscal year.

  If you have questions about this fund, another fund in The AIM Family of Funds
- --Registered Trademark-- or your account, or wish to obtain free copies of the
fund's current SAI or annual or semiannual reports, please contact us
- --------------------------------------------------------------------------------


<TABLE>
<S>                          <C>
BY MAIL:                     A I M Fund Services, Inc.
                             P.O. Box 4739
                             Houston, TX 77210-4739

BY TELEPHONE:                (800) 347-4246

BY E-MAIL:                   [email protected]

ON THE INTERNET:             http://www.aimfunds.com
                             (prospectuses and annual
                             and semiannual reports only)
</TABLE>


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


You also can review and obtain copies of the fund's SAI, reports and other
information at the SEC's Public Reference Room in Washington, DC; on the EDGAR
database on the SEC's Internet website (http://www.sec.gov); or, after paying a
duplication fee, by sending a letter to the SEC's Public Reference Section,
Washington, DC 20549-0102 or by sending an electronic mail request to
[email protected]. Please call the SEC at 1-202-942-8090 for information about
the Public Reference Room.


- -----------------------------------
AIM Global Infrastructure Fund
SEC 1940 Act file number: 811-05426
- -----------------------------------


[AIM LOGO APPEARS HERE]   www.aimfunds.com   GIF-PRO-1    INVEST WITH DISCIPLINE
                                                        --Registered Trademark--
<PAGE>   128

      AIM GLOBAL HEALTH
      CARE FUND
      -------------------------------------------------------------------------
      AIM Global Health Care Fund seeks to provide long-term growth of capital.

                                                    AIM --Registered Trademark--
      PROSPECTUS

      FEBRUARY 28, 2000


                                     This prospectus contains important
                                     information about the Class A, B and C
                                     shares of the fund. Please read it
                                     before investing and keep it for
                                     future reference.

                                     As with all other mutual fund
                                     securities, the Securities and
                                     Exchange Commission has not approved
                                     or disapproved these securities or
                                     determined whether the information
                                     in this prospectus is adequate or
                                     accurate. Anyone who tells
                                     you otherwise is committing a crime.


                                     An investment in the fund:
                                        - is not FDIC insured;
                                        - may lose value; and
                                        - is not guaranteed by a bank.


   [AIM LOGO APPEARS HERE]                               INVEST WITH DISCIPLINE
                                                        --Registered Trademark--
<PAGE>   129
                          ---------------------------
                          AIM GLOBAL HEALTH CARE FUND
                          ---------------------------


TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S>                                      <C>
INVESTMENT OBJECTIVE AND STRATEGIES          1
- - - - - - - - - - - - - - - - - - - - - - - - -

PRINCIPAL RISKS OF INVESTING IN THE FUND     1
- - - - - - - - - - - - - - - - - - - - - - - - -

PERFORMANCE INFORMATION                      3
- - - - - - - - - - - - - - - - - - - - - - - - -

Annual Total Returns                         3

Performance Table                            3

FEE TABLE AND EXPENSE EXAMPLE                4
- - - - - - - - - - - - - - - - - - - - - - - - -

Fee Table                                    4

Expense Example                              4

FUND MANAGEMENT                              5
- - - - - - - - - - - - - - - - - - - - - - - - -

The Advisor                                  5

Advisor Compensation                         5

Portfolio Managers                           5

OTHER INFORMATION                            5
- - - - - - - - - - - - - - - - - - - - - - - - -

Sales Charges                                5

Dividends and Distributions                  5

FINANCIAL HIGHLIGHTS                         6
- - - - - - - - - - - - - - - - - - - - - - - - -

SHAREHOLDER INFORMATION                    A-1
- - - - - - - - - - - - - - - - - - - - - - - - -

Choosing a Share Class                     A-1

Purchasing Shares                          A-3

Redeeming Shares                           A-4

Exchanging Shares                          A-6

Pricing of Shares                          A-8

Taxes                                      A-8

OBTAINING ADDITIONAL INFORMATION     Back Cover
- - - - - - - - - - - - - - - - - - - - - - - - -
</TABLE>



The AIM Family of Funds, The AIM Family of Funds and Design (i.e., the AIM
logo), AIM and Design, AIM, AIM LINK, AIM Institutional Funds, aimfunds.com, La
Familia AIM de Fondos, La Familia AIM de Fondos and Design and Invest with
Discipline are registered service marks and AIM Bank Connection, AIM Funds, AIM
Funds and Design, AIM Internet Connect and AIM Investor are service marks of
A I M Management Group Inc.


No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and you should not rely on such other information or
representations.
<PAGE>   130
                         ----------------------------
                          AIM GLOBAL HEALTH CARE FUND
                         ----------------------------

INVESTMENT OBJECTIVE AND STRATEGIES
- --------------------------------------------------------------------------------

The fund's investment objective is long-term growth of capital.

  The fund seeks to meet this objective by investing, normally, at least 65% of
its total assets in equity securities of domestic and foreign health care
companies. The fund considers a "health care company" to be one that (1) derives
at least 50% of its revenues or earnings from health care activities; or (2)
devotes at least 50% of its assets to such activities, based on its most recent
fiscal year. Such companies include those that design, manufacture, or sell
products or services used for or in connection with health care or medicine
(such as pharmaceutical companies, biotechnology research firms, companies that
sell medical products, and companies that own or operate health care
facilities). The fund may invest up to 35% of its assets in debt securities
issued by health care companies, or in equity and debt securities of other
companies the portfolio manager believes will benefit from developments in the
health care industry.

  The fund will normally invest in the securities of companies located in at
least three different countries, including the United States, and may invest a
significant portion of its assets in the securities of U.S. issuers. However,
the fund will invest no more than 50% of its total assets in the securities of
issuers in any one country, other than the U.S. The fund may invest
substantially in securities denominated in one or more currencies.

  The fund may invest in companies located in developing countries, i.e., those
that are in the initial stages of their industrial cycles. The fund may also
invest up to 5% of its total assets in lower-quality debt securities, i.e.,
"junk bonds."


  The portfolio managers allocate the fund's assets among securities of
countries and in currency denominations that are expected to provide the best
opportunities for meeting the fund's investment objective. In analyzing specific
companies for possible investment, the portfolio managers ordinarily look 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. The
portfolio managers consider whether to sell a particular security when any of
those factors materially changes.



  In anticipation of or in response to adverse market conditions, for cash
management purposes or for defensive purposes, the fund may temporarily hold all
or a portion of its assets in cash (U.S. dollars, foreign currencies or
multinational currency units), money market instruments, shares of affiliated
money market funds or high-quality debt securities. As a result, the fund may
not achieve its investment objective.


  The fund may engage in active and frequent trading of portfolio securities to
achieve its investment objective. If the fund does trade in this way, it may
incur increased transaction costs and brokerage commissions, both of which can
lower the actual return on your investment. Active trading may also increase
short-term capital gains and losses, which may affect the taxes you have to pay.

PRINCIPAL RISKS OF INVESTING IN THE FUND
- --------------------------------------------------------------------------------

There is a risk that you could lose all or a portion of your investment in the
fund. The value of your investment in the fund will go up and down with the
prices of the securities in which the fund invests. The prices of equity
securities change in response to many factors, including the historical and
prospective earnings of the issuer, the value of its assets, general economic
conditions, interest rates, investor perceptions, and market liquidity.

  The value of the fund's shares is particularly vulnerable to factors affecting
the health care industry, such as substantial government regulation. Government
regulation may impact the demand for products and services offered by health
care companies. Also, the products and services offered by health care companies
may be subject to rapid obsolescence caused by scientific advances and
technological innovations. Because the fund focuses its investments in the
health care industry, the value of your fund shares may rise and fall more than
the value of shares of a fund that invests more broadly.

  The prices of foreign securities may be further affected by other factors,
including:

- - Currency exchange rates--The dollar value of the fund's foreign investments
  will be affected by changes in the exchange rates between the dollar and the
  currencies in which those investments are traded.

- - Political and economic conditions--The value of the fund's foreign investments
  may be adversely affected by political and social instability in their home
  countries and by changes in economic or taxation policies in those countries.

                                        1
<PAGE>   131
                          ---------------------------
                          AIM GLOBAL HEALTH CARE FUND
                          ---------------------------

- - Regulations--Foreign companies generally are subject to less stringent
  regulations, including financial and accounting controls, than are U.S.
  companies. As a result, there generally is less publicly available information
  about foreign companies than about U.S. companies.

- - Markets--The securities markets of other countries are smaller than U.S.
  securities markets. As a result, many foreign securities may be less liquid
  and their prices may be more volatile than U.S. securities.


  The fund may participate in the initial public offering (IPO) market. Because
of the fund's small asset base, any investment the fund may make in IPOs may
significantly increase the fund's total return. As the fund's assets grow, the
impact of IPO investments will decline, which may reduce the fund's total
return.



  An investment in the fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.


                                        2
<PAGE>   132
                          ---------------------------
                          AIM GLOBAL HEALTH CARE FUND
                          ---------------------------

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

The bar chart and table shown below provide an indication of the risks of
investing in the fund. The fund's past performance is not necessarily an
indication of its future performance.

ANNUAL TOTAL RETURNS
- -------------------------------------------------------------------------------
The following bar chart shows changes in the performance of the fund's Class A
shares from year to year. The bar chart does not reflect sales loads. If it did,
the annual total returns shown would be lower.

                                    [GRAPH]

<TABLE>
<CAPTION>
                                           ANNUAL
YEAR ENDED                                 TOTAL
DECEMBER 31                                RETURNS
- -------------                              --------
<S>                                       <S>
1990 ....................................   13.14%
1991 ....................................   57.88%
1992 .................................... (13.51)%
1993 ....................................    2.61%
1994 ....................................    0.29%
1995 ....................................   36.96%
1996 ....................................   23.84%
1997 ....................................    7.96%
1998 ....................................   18.43%
1998 ....................................    5.52%
</TABLE>


  During the periods shown in the bar chart, the highest quarterly return was
22.13% (quarter ended March 31, 1991) and the lowest quarterly return was
- -14.87% (quarter ended March 31, 1993).

PERFORMANCE TABLE

The following performance table compares the fund's performance to that of a
broad-based securities market index. The fund's performance reflects payment of
sales loads.


<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
(for the periods ended                                     SINCE     INCEPTION
December 31, 1999)         1 YEAR   5 YEARS   10 YEARS   INCEPTION     DATE
- --------------------------------------------------------------------------------
<S>                        <C>      <C>       <C>        <C>         <C>
Class A                     0.51%    16.86%    13.23%      13.61%    08/07/89
Class B                     0.25     17.21        --       15.91     04/01/93
Class C                       --        --        --          --     03/01/99
MSCI AC World Index(1)     27.31     18.90     11.51       11.48(2)  07/31/89(2)
- --------------------------------------------------------------------------------
</TABLE>


(1) The Morgan Stanley Capital International All Country World Index measures
    the performance of securities listed on the major world stock exchanges of
    47 markets, including both developed and emerging markets.
(2) The average annual total return given is since the date closest to the
    inception date of the class with the longest performance history.

                                        3
<PAGE>   133
                          ---------------------------
                          AIM GLOBAL HEALTH CARE FUND
                          ---------------------------

FEE TABLE AND EXPENSE EXAMPLE
- --------------------------------------------------------------------------------

FEE TABLE

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund:

<TABLE>
<CAPTION>
SHAREHOLDER FEES
- ------------------------------------------------------
(fees paid directly from
your investment)        CLASS A   CLASS B   CLASS C
- -------------------------------------------------------
<S>                     <C>       <C>       <C>
Maximum Sales Charge
(Load) Imposed on
Purchases (as a
percentage of offering
price)                   4.75%     None       None

Maximum Deferred
Sales Charge (Load)
(as a percentage of
original purchase price
or redemption proceeds,
whichever is less)       None(1)   5.00%      1.00%
- -------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
- ------------------------------------------------------
(expenses that are deducted
from fund assets)       CLASS A   CLASS B   CLASS C
- -------------------------------------------------------
<S>                     <C>       <C>       <C>
Management Fees           0.98%     0.98%     0.98%

Distribution and/or
Service (12b-1) Fees      0.50      1.00      1.00

Other Expenses            0.34      0.35      0.35

Total Annual Fund
Operating Expenses        1.82      2.33      2.33
- -------------------------------------------------------
</TABLE>


(1) If you buy $1,000,000 or more of Class A shares and redeem these shares
    within 18 months from the date of purchase, you may pay a 1% contingent
    deferred sales charge (CDSC) at the time of redemption.

As a result of 12b-1 fees, long-term shareholders in the fund may pay more than
the maximum permitted initial sales charge.

EXPENSE EXAMPLE

This example is intended to help you compare the costs of investing in different
classes of the fund with the cost of investing in other mutual funds.

  The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. Although your actual returns and
costs may be higher or lower, based on these assumptions your costs would be:


<TABLE>
<CAPTION>
         1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class A   $651    $1,020    $1,413     $2,511
Class B    736     1,027     1,445      2,539
Class C    336       727     1,245      2,666
- ----------------------------------------------
</TABLE>


You would pay the following expenses if you did not redeem your shares:


<TABLE>
<CAPTION>
         1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class A   $651    $1,020    $1,413     $2,511
Class B    236       727     1,245      2,539
Class C    236       727     1,245      2,666
- ----------------------------------------------
</TABLE>

                                         4
<PAGE>   134
                         ----------------------------
                          AIM GLOBAL HEALTH CARE FUND
                         ----------------------------

FUND MANAGEMENT
- --------------------------------------------------------------------------------

THE ADVISOR

A I M Advisors, Inc. (the advisor) serves as the fund's investment advisor and
is responsible for its day-to-day management. The advisor is located at 11
Greenway Plaza, Suite 100, Houston, Texas 77046-1173. The advisor supervises all
aspects of the fund's operations and provides investment advisory services to
the fund, including obtaining and evaluating economic, statistical and financial
information to formulate and implement investment programs for the fund.


  The advisor has acted as an investment advisor since its organization in 1976.
Today, the advisor, together with its subsidiaries, advises or manages over 120
investment portfolios, including the fund, encompassing a broad range of
investment objectives.


ADVISOR COMPENSATION


During the fiscal year ended October 31, 1999, the advisor received compensation
of 0.98% of average daily net assets.


PORTFOLIO MANAGERS

The advisor uses a team approach to investment management. The individual
members of the team who are primarily responsible for the day-to-day management
of the fund's portfolio are

- - Derek S. Izuel, Portfolio Manager, who has been responsible for the fund since
  1999 and has been associated with the advisor and/or its affiliates since
  1997. From 1995 to 1997 he was a full time student at the University of
  Michigan. From 1991 to 1995 he was a software engineer with Bank of America.

- - Roger Mortimer, Portfolio Manager, who has been responsible for the fund since
  1999 and has been associated with the advisor and/or its affiliates since
  1995.

- - Derek H. Webb, Portfolio Manager, who has been responsible for the fund since
  1999 and has been associated with the advisor and/or its affiliates since
  1992.

- - Michael Yellen, Senior Portfolio Manager, who has been responsible for the
  fund since 1996 and has been associated with the advisor and/or its affiliates
  since 1994.

OTHER INFORMATION
- --------------------------------------------------------------------------------

SALES CHARGES

Purchases of Class A shares of AIM Global Health Care Fund are subject to the
maximum 4.75% initial sales charge as listed under the heading "CATEGORY II
Initial Sales Charges" in the "Shareholder Information--Choosing a Share Class"
section of this prospectus. Purchases of Class B and Class C shares are subject
to the contingent deferred sales charges listed in that section.

DIVIDENDS AND DISTRIBUTIONS


The fund expects that its distributions will consist primarily of capital gains.


DIVIDENDS

The fund generally declares and pays dividends, if any, annually.

CAPITAL GAINS DISTRIBUTIONS


The fund generally distributes long-term and short-term capital gains, if any,
annually.


                                        5
<PAGE>   135
                         ----------------------------
                          AIM GLOBAL HEALTH CARE FUND
                         ----------------------------

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the fund's
financial performance. Certain information reflects financial results for a
single fund share.

  The total returns in the table represent the rate that an investor would have
earned (or lost) on an investment in the fund (assuming reinvestment of all
dividends and distributions).

  This information has been audited by PricewaterhouseCoopers LLP, whose report,
along with the fund's financial statements, is included in the fund's annual
report, which is available upon request.


<TABLE>
<CAPTION>
                                                                                CLASS A
- ---------------------------------------------------------------------------------------------------------------------
                                                                        YEAR ENDED OCTOBER 31,
                                                       1999(a)       1998(a)       1997(a)       1996(a)        1995
- ---------------------------------------------------------------------------------------------------------------------
<S>                                               <C>           <C>           <C>           <C>           <C>
Net asset value, beginning of period                 $  20.15        $ 27.98      $  23.60     $ 21.84      $  19.60
Income from investment operations:
  Net investment income (loss)                          (0.19)         (0.21)        (0.25)      (0.17)        (0.15)
  Net realized and unrealized gain (loss) on
    investments                                          4.04          (0.91)         6.48        4.79          3.73
    Net increase (decrease) from investment
      operations                                         3.85          (1.12)         6.23        4.62          3.58
Distributions to shareholders:
  From net realized gain on investments                    --          (6.70)        (1.85)      (2.86)        (1.34)
  In excess of net realized gain on investments            --          (0.01)         --            --            --
    Total distributions                                    --          (6.71)        (1.85)      (2.86)        (1.34)
Net asset value, end of period                       $  24.00        $ 20.15      $  27.98     $ 23.60      $  21.84
Total return(b)                                         19.11%         (4.71)%       28.36%      23.14%        19.79%
- ---------------------------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- ---------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)                  $357,747        $357,534     $472,083     $467,861     $426,380
Ratio of net investment income (loss) to average
  net assets                                            (0.81)%(c)      (0.98)%      (1.03)%      (0.75)%      (0.78)%
Ratio of expenses to average net assets                  1.82%(c)        1.84%        1.80%        1.84%        1.91%
Portfolio turnover rate                                   123%            187%         149%         157%          99%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>



(a) These selected per share data were calculated based upon the average shares
    outstanding during the period.
(b) Total return does not include sales charges and is not annualized for
    periods less than one year.
(c) Ratios are based on average net assets of $383,895,122.
N/A Not applicable.


                                        6
<PAGE>   136
                         ----------------------------
                          AIM GLOBAL HEALTH CARE FUND
                         ----------------------------


FINANCIAL HIGHLIGHTS (continued)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                        CLASS B
- -----------------------------------------------------------------------------------------------------
                                                                YEAR ENDED OCTOBER 31,
                                                  1999(a)    1998(a)    1997(a)    1996(a)     1995
- -----------------------------------------------------------------------------------------------------
<S>                                               <C>        <C>        <C>        <C>        <C>
Net asset value, beginning of period              $  19.37   $  27.27   $  23.15   $  21.56   $ 19.46
Income from investment operations:
  Net investment income (loss)                       (0.30)     (0.30)     (0.37)     (0.27)    (0.25)
  Net realized and unrealized gain (loss) on
    investments                                       3.89      (0.89)      6.34       4.72      3.69
    Net increase (decrease) from investment
      operations                                      3.59      (1.19)      5.97       4.45      3.44
Distributions to shareholders:
  From net realized gain on investments              --         (6.70)     (1.85)     (2.86)    (1.34)
  In excess of net realized gain on investments      --         (0.01)     --         --        --
    Total distributions                              --         (6.71)     (1.85)     (2.86)    (1.34)
Net asset value, end of period                    $  22.96   $  19.37   $  27.27   $  23.15   $ 21.56
Total return(b)                                      18.53%     (5.20)%    27.75%     22.59%    19.17%
- ------------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- ------------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)               $102,916   $100,311   $147,440   $107,622   $70,740
Ratio of net investment income (loss) to average
  net assets                                         (1.32)%(c) (1.48)%    (1.53)%    (1.25)%   (1.28)%
Ratio of expenses to average net assets               2.33%(c)   2.34%      2.30%      2.34%     2.41%
Portfolio turnover rate(c)                             123%       187%       149%       157%       99%
- ------------------------------------------------------------------------------------------------------
</TABLE>



(a) These selected per share data were calculated based upon the average shares
    outstanding during the period.
(b) Total return does not include sales charges and is not annualized for
    periods less than one year.
(c) Ratios are based on average net assets of $108,881,226.
N/A Not applicable.



<TABLE>
<CAPTION>
                                                                 CLASS C
                                                              --------------
                                                              MARCH 1, 1999
                                                                    TO
                                                               OCTOBER 31,
                                                                 1999(a)
- ----------------------------------------------------------------------------
<S>                                                           <C>
Net asset value, beginning of period                              $22.50
Income from investment operations:
  Net investment income (loss)                                     (0.21)
  Net realized and unrealized gain (loss) on investments            0.67
    Net increase (decrease) from investment operations              0.46
Distributions to shareholders:
  From net realized gain on investments                              --
  In excess of net realized gain on investments                      --
    Total distributions                                              --
Net asset value, end of period                                    $22.96
Total return(b)                                                     2.04%
- ----------------------------------------------------------------------------
Ratios and supplemental data:
- ----------------------------------------------------------------------------
Net assets, end of period (in 000s)                               $1,278
Ratio of net investment income (loss) to average net assets:       (1.32)%(c)
Ratio of expenses to average net assets:                            2.33%(c)
Portfolio turnover rate                                              123%
- ----------------------------------------------------------------------------
</TABLE>



(a) These selected per share data were calculated based upon the average shares
    outstanding during the period.
(b) Total return does not include sales charges and is not annualized for
    periods less than one year.
(c) Ratios are annualized and based on average net assets of $670,519.


                                       7
<PAGE>   137
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to
many other mutual funds (the AIM Funds). The following information is about all
the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing
an interest in the same portfolio of investments. When choosing a share class,
you should consider the factors below:

<TABLE>
<CAPTION>
CLASS A                              CLASS B                              CLASS C
- ---------------------------------------------------------------------------------------------------------
<S>                                  <C>                                  <C>
- - Initial sales charge               - No initial sales charge            - No initial sales charge

- - Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain purchases         charge on redemptions within         charge on redemptions within
                                       six years                            one year

- - Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares         - Does not convert to Class A
                                       after eight years along with a       shares
                                       pro rata portion of its
                                       reinvested dividends and
                                       distributions(1)

- - Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors
</TABLE>

      (1) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve
          Shares.

          AIM Global Trends Fund: If you held Class B shares on May 29,
          1998 and continue to hold them, those shares will convert to
          Class A shares of that fund seven years after your date of
          purchase. If you exchange those shares for Class B shares of
          another AIM Fund, the shares into which you exchanged will
          not convert to Class A shares until eight years after your
          date of purchase of the original shares.

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

DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans
that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc.
(the distributor) for the sale and distribution of its shares and fees for
services provided to shareholders, all or a substantial portion of which are
paid to the dealer of record. Because the AIM Fund pays these fees out of its
assets on an ongoing basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.

SALES CHARGES

Generally, you will not pay a sales charge on purchases or redemptions of Class
A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money
Market Fund. You may be charged a contingent deferred sales charge if you redeem
AIM Cash Reserve Shares of AIM Money Market Fund acquired through certain
exchanges. Sales charges on all other AIM Funds and classes of those Funds are
detailed below. As used below, the term "offering price" with respect to all
categories of Class A shares includes the initial sales charge.

INITIAL SALES CHARGES

The AIM Funds are grouped into three categories with respect to initial sales
charges. The "Other Information" section of your prospectus will tell you in
what category your particular AIM Fund is classified.

<TABLE>
<CAPTION>
             CATEGORY I INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
            Less than $  25,000       5.50%          5.82%
$ 25,000 but less than $  50,000      5.25           5.54
$ 50,000 but less than $ 100,000      4.75           4.99
$100,000 but less than $ 250,000      3.75           3.90
$250,000 but less than $ 500,000      3.00           3.09
$500,000 but less than $1,000,000     2.00           2.04
- -------------------------------------------------------------
</TABLE>


                                      A-1                            MCF--02/00


<PAGE>   138
                                 -------------
                                 THE AIM FUNDS
                                 -------------

<TABLE>
<CAPTION>
CATEGORY II INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                             INVESTOR'S
                                            SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
             Less than $   50,000      4.75%          4.99%
$ 50,000 but less than $  100,000      4.00           4.17
$100,000 but less than $  250,000      3.75           3.90
$250,000 but less than $  500,000      2.50           2.56
$500,000 but less than $1,000,000      2.00           2.04
- -------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
CATEGORY III INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                                <C>              <C>
             Less than $  100,000      1.00%          1.01%
$100,000 but less than $  250,000      0.75           0.76
$250,000 but less than $1,000,000      0.50           0.50
- -------------------------------------------------------------
</TABLE>

CONTINGENT DEFERRED SALES CHARGES FOR CLASS A SHARES

You can purchase $1,000,000 or more of Class A shares at net asset value.
However, if you purchase shares of that amount in Categories I or II, they will
be subject to a contingent deferred sales charge (CDSC) of 1% if you redeem them
prior to 18 months after the date of purchase. The distributor may pay a dealer
concession and/or a service fee for purchases of $1,000,000 or more.

CONTINGENT DEFERRED SALES CHARGES FOR
CLASS B AND CLASS C SHARES

You can purchase Class B and Class C shares at their net asset value per share.
However, when you redeem them, they are subject to a CDSC in the following
percentages:

<TABLE>
<CAPTION>
YEAR SINCE
PURCHASE MADE          CLASS B            CLASS C
- ----------------------------------------------------------
<S>                   <C>                <C>
First                         5%                 1%
Second                        4                None
Third                         3                None
Fourth                        3                None
Fifth                         2                None
Sixth                         1                None
Seventh and following       None               None
- ----------------------------------------------------------
</TABLE>

COMPUTING A CDSC

The CDSC on redemptions of shares is computed based on the lower of their
original purchase price or current market value, net of reinvested dividends and
capital gains distributions. In determining whether to charge a CDSC, we will
assume that you have redeemed shares on which there is no CDSC first and, then,
shares in the order of purchase.

REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS

You may qualify for reduced sales charges or sales charge exceptions. To qualify
for these reductions or exceptions, you or your financial consultant must
provide sufficient information at the time of purchase to verify that your
purchase qualifies for such treatment.

REDUCED SALES CHARGES

You may be eligible to buy Class A shares at reduced initial sales charge rates
under Rights of Accumulation or Letters of Intent under certain circumstances.

Rights of Accumulation

You may combine your new purchases of Class A shares with Class A shares
currently owned for the purpose of qualifying for the lower initial sales charge
rates that apply to larger purchases. The applicable initial sales charge for
the new purchase is based on the total of your current purchase and the current
value of all Class A shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount
of Class A shares of AIM Funds during a 13-month period. The amount you agree to
purchase determines the initial sales charge you pay. If the full face amount of
the LOI is not invested by the end of the 13-month period, your account will be
adjusted to the higher initial sales charge level for the amount actually
invested.

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- - on shares purchased by reinvesting dividends and distributions;

- - when exchanging shares among certain AIM Funds;

- - when using the reinstatement privilege; and

- - when a merger, consolidation, or acquisition of assets of an AIM Fund occurs.

CONTINGENT DEFERRED SALES CHARGE (CDSC) EXCEPTIONS

You will not pay a CDSC

- - if you redeem Class B shares you held for more than six years;

- - if you redeem Class C shares you held for more than one year;

- - if you redeem shares acquired through reinvestment of dividends and
  distributions; and

- - on increases in the net asset value of your shares.

There may be other situations when you may be able to purchase or redeem shares
at reduced or without sales charges. Consult the fund's Statement of Additional
Information for details.


MCF--02/00                            A-2


<PAGE>   139
                                 -------------
                                 THE AIM FUNDS
                                 -------------


PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Mid
Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

<TABLE>
<CAPTION>
                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
- ----------------------------------------------------------------------------------------------------------------
<S>                                              <C>                                         <C>
Savings Plans (money-purchase/profit sharing     $ 0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)
Automatic Investment Plans                        50                                                 50
IRA, Education IRA or Roth IRA                   250                                                 50
All other accounts                               500                                                 50
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

HOW TO PURCHASE SHARES

You may purchase shares using one of the options below.

PURCHASE OPTIONS


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
- ----------------------------------------------------------------------------------------------------------
<S>                             <C>                                    <C>
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and purchase payment to the            slip from your confirmation
                                transfer agent,                        statement to the transfer agent.
                                A I M Fund Services, Inc.,
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By AIM Bank Connection(SM)      Open your account using one of the     Mail completed AIM Bank Connection
                                methods described above.               form to the transfer agent. Once
                                                                       the transfer agent has received the
                                                                       form, call the transfer agent to
                                                                       place your purchase order.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. The
                                                                       maximum purchase amount per
                                                                       transaction is $100,000. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
- ----------------------------------------------------------------------------------------------------------
</TABLE>


                                      A-3                            MCF--02/00


<PAGE>   140
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing
the AIM Fund to withdraw the amount of your investment from your bank account on
a day or dates you specify and in an amount of at least $50. You may stop the
Automatic Investment Plan at any time by giving the transfer agent notice ten
days prior to your next scheduled withdrawal.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic monthly or quarterly
exchanges, if permitted, from one AIM Fund account to one or more other AIM Fund
accounts with the identical registration. The account from which exchanges are
to be made must have a minimum balance of $5,000 before you can use this option.
Exchanges will occur on (or about) the 10th or 25th day of the month, whichever
you specify, in the amount you specify. The minimum amount you can exchange to
another AIM Fund is $50.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any
AIM Fund at net asset value. Unless you specify otherwise, your dividends and
distributions will automatically be reinvested in the same AIM Fund. You may
invest your dividends and distributions (1) into another AIM Fund in the same
class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM
Money Market Fund, or vice versa.

  You must comply with the following requirements to be eligible to invest your
dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at
    least $5,000; or (b) in the AIM Fund receiving the dividend must be at least
    $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into
    another AIM Fund.

PORTFOLIO REBALANCING PROGRAM

If you have at least $5,000 in your account, you may participate in the
Portfolio Rebalancing Program. Under this Program, you can designate how the
total value of your AIM Fund holdings should be rebalanced, on a percentage
basis, between two and ten of your AIM Funds on a quarterly, semiannual or
annual basis. Your portfolio will be rebalanced through the exchange of shares
in one or more of your AIM Funds for shares of the same class of one or more
other AIM Funds in your portfolio. If you wish to participate in the Program,
make changes or cancel the Program, the transfer agent must receive your request
to participate, changes, or cancellation in good order at least five business
days prior to the next rebalancing date, which is normally the 28th day of the
last month of the period you choose. You may realize taxable gains from these
exchanges. We may modify, suspend or terminate the Program at any time on 60
days' prior written notice.

RETIREMENT PLANS

Shares of most of the AIM Funds can be purchased through tax-sheltered
retirement plans made available to corporations, individuals and employees of
non-profit organizations and public schools. A plan document must be adopted to
establish a retirement plan. You may use AIM Funds-sponsored retirement plans,
which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans,
SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or
another sponsor's retirement plan. The plan custodian of the AIM Funds-sponsored
retirement plan assesses an annual maintenance fee of $10. Contact your
financial consultant for details.

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. However, if
you acquired Class A shares of AIM Developing Markets Fund in connection with
the reorganization of AIM Eastern Europe Fund, you will be charged a redemption
fee of 2% of the net asset value of those shares, which will be paid to AIM
Developing Markets Fund, if you redeem your shares within the first year after
the reorganization. Your broker or financial consultant may charge service fees
for handling redemption transactions. Your shares also may be subject to a
contingent deferred sales charge (CDSC).

REDEMPTION OF AIM CASH RESERVE SHARES OF
AIM MONEY MARKET FUND ACQUIRED BY EXCHANGE

If you redeem AIM Cash Reserve Shares acquired by exchange from Class A shares
subject to a CDSC within 18 months of the purchase of the Class A shares, you
will be charged a CDSC.

REDEMPTION OF CLASS B SHARES OR CLASS C
SHARES ACQUIRED BY EXCHANGE FROM AIM CASH
RESERVE SHARES OF AIM MONEY MARKET FUND

We will begin the holding period for purposes of calculating the CDSC on Class B
shares or Class C shares acquired by exchange from AIM Cash Reserve Shares of
AIM Money Market Fund at the time of the exchange into Class B shares or Class C
shares.

REDEMPTION OF CLASS B SHARES ACQUIRED BY
EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM
Floating Rate Fund, the early withdrawal charge applicable to shares of AIM
Floating Rate Fund will be applied instead of the CDSC normally applicable to
Class B shares.


MCF--02/00                            A-4


<PAGE>   141
                                 -------------
                                 THE AIM FUNDS
                                 -------------

HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

<TABLE>
<S>                           <C>
Through a Financial           Contact your financial consultant.
Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM Fund and your account number; (3) if
                              the transfer agent does not hold your shares, endorsed share
                              certificates or share certificates accompanied by an
                              executed stock power; and (4) signature guarantees, if
                              necessary (see below). The transfer agent may require that
                              you provide additional information, such as corporate
                              resolutions or powers of attorney, if applicable. If you are
                              redeeming from an IRA account, you must include a statement
                              of whether or not you are at least 59 1/2 years old and
                              whether you wish to have federal income tax withheld from
                              your proceeds. The transfer agent may require certain other
                              information before you can redeem from an employer-sponsored
                              retirement plan. Contact your employer for details.

By Telephone                  Call the transfer agent. You will be allowed to redeem by
                              telephone if (1) the proceeds are to be mailed to the
                              address on record (if there has been no change communicated
                              to us within the last 30 days) or transferred electronically
                              to a pre-authorized checking account; (2) you do not hold
                              physical share certificates; (3) you can provide proper
                              identification information; (4) the proceeds of the
                              redemption do not exceed $50,000; and (5) you have not
                              previously declined the telephone redemption privilege.
                              Certain accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. The transfer agent
                              must receive your call during the hours of the customary
                              trading session of the New York Stock Exchange (NYSE) in
                              order to effect the redemption at that day's closing price.

By AIM Internet Connect       Place your redemption request at www.aimfunds.com. You will
                              be allowed to redeem by internet if (1) you do not hold
                              physical share certificates; (2) you can provide proper
                              identification information; (3) the proceeds of the
                              redemption do not exceed $50,000; and (4) you have
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. The
                              transfer agent must confirm your transaction during the
                              hours of the customary trading session of the NYSE in order
                              to effect the redemption at that day's closing price.
</TABLE>

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

TIMING AND METHOD OF PAYMENT

We normally will send out checks within one business day, and in any event no
more than seven days, after we accept your request to redeem. If you redeem
shares recently purchased by check, you will be required to wait up to ten
business days before we will send your redemption proceeds. This delay is
necessary to ensure that the purchase check has cleared.

REDEMPTION BY MAIL

If you mail us a request in good order to redeem your shares, we will mail you a
check in the amount of the redemption proceeds to the address on record with us.
If your request is not in good order, you may have to provide us with additional
documentation in order to redeem your shares.

REDEMPTION BY TELEPHONE

If you redeem by telephone, we will mail you a check in the amount of the
redemption proceeds to your address of record (if there has been no change
communicated to the transfer agent within the previous 30 days) or transmit them
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by telephone are genuine and are not
liable for telephone instructions that are reasonably believed to be genuine.

REDEMPTION BY INTERNET

If you redeem by internet, we will transmit your redemption proceeds
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by internet are genuine and are not
liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

You may arrange for regular monthly or quarterly withdrawals from your account
of at least $50. You also may make annual withdrawals if you own Class A shares.
We will redeem enough shares from your account to cover the amount withdrawn.
You must have an account balance of at least $5,000 to establish a Systematic
Withdrawal Plan. You can stop this plan at any time by giving ten days prior
notice to the transfer agent.

EXPEDITED REDEMPTIONS

(AIM Cash Reserve Shares of AIM Money Market Fund only)

If we receive your redemption order before 11:30 a.m. Eastern Time, we will try
to transmit payment of redemption proceeds on that same day. If we receive your
redemption order after 11:30 a.m. Eastern Time and before the close of the
customary trading session of the NYSE, we generally will transmit payment on the
next business day.


                                      A-5                            MCF--02/00


<PAGE>   142
                                 -------------
                                 THE AIM FUNDS
                                 -------------

REDEMPTIONS BY CHECK

(Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM
Money Market Fund only)

You may redeem shares of these AIM Funds by writing checks in amounts of $250 or
more if you have completed an authorization form. Redemption by check is not
available for retirement accounts.

SIGNATURE GUARANTEES

We require a signature guarantee when you redeem by mail and

(1) the amount is greater than $50,000;

(2) you request that payment be made to someone other than the name registered
    on the account;

(3) you request that payment be sent somewhere other than the bank of record on
    the account; or

(4) you request that payment be sent to a new address or an address that changed
    in the last 30 days.

The transfer agent will accept a guarantee of your signature by a number of
financial institutions. Call the transfer agent for additional information. Some
institutions have transaction amount maximums for these guarantees. Please check
with the guarantor institution.

REINSTATEMENT PRIVILEGE (Class A shares only)

You may, within 90 days after you sell Class A shares (except Class A shares of
AIM Tax-Exempt Cash Fund), reinvest all or part of your redemption proceeds in
Class A shares of any AIM Fund at net asset value in an identically registered
account. If you sold Class A shares of AIM Limited Maturity Treasury Fund or AIM
Tax-Free Intermediate Fund, you will incur an initial sales charge reflecting
the difference between the initial sales charges on those Funds and the ones in
which you will be investing. In addition, if you paid a contingent deferred
sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC
if you later redeem that amount. You must notify the transfer agent in writing
at the time you reinstate that you are exercising your reinstatement privilege.
You may exercise this privilege only once per year.

REDEMPTIONS BY THE AIM FUNDS

If your account has been open at least one year, you have not made an additional
purchase in the account during the past six calendar months, and the value of
your account falls below $500 for three consecutive months due to redemptions or
exchanges (excluding retirement accounts), the AIM Funds have the right to
redeem the account after giving you 60 days' prior written notice. You may avoid
having your account redeemed during the notice period by bringing the account
value up to $500 or by utilizing the Automatic Investment Plan.
  If an AIM Fund determines that you have not provided a correct Social Security
or other tax ID number on your account application, the AIM Fund may, at its
discretion, redeem the account and distribute the proceeds to you.

EXCHANGING SHARES

You may, under certain circumstances, exchange shares in one AIM Fund for those
of another AIM Fund. Before requesting an exchange, review the prospectus of the
AIM Fund you wish to acquire. Exchange privileges also apply to holders of the
Connecticut General Guaranteed Account, established for tax-qualified group
annuities, for contracts purchased on or before June 30, 1992.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the
same class of another AIM Fund. You may exchange AIM Cash Reserve Shares of AIM
Money Market Fund for Class A shares of another AIM Fund, or vice versa. You
also may exchange AIM Cash Reserve Shares of AIM Money Market Fund for Class B
shares or Class C shares of another AIM Fund, but only if the AIM Cash Reserve
Shares were purchased directly and not acquired by exchange. You may be required
to pay an initial sales charge when exchanging from a Fund with a lower initial
sales charge than the one into which you are exchanging. If you exchange from
Class A shares not subject to a CDSC into Class A shares subject to those
charges, you will be charged a CDSC when you redeem the exchanged shares. The
CDSC charged on redemption of those shares will be calculated starting on the
date you acquired those shares through exchange.



YOU WILL NOT PAY A SALES CHARGE WHEN EXCHANGING:

(1) Class A shares with an initial sales charge (except for Class A shares of
    AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for
    Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money
    Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
    Intermediate Fund for

    (a) one another;

    (b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of
        AIM Tax-Exempt Cash Fund; or

    (c) Class A shares of another AIM Fund, but only if

       (i)  you acquired the original shares before May 1, 1994; or

       (ii) you acquired the original shares on or after May 1, 1994 by way of
            an exchange from shares with higher sales charges;

(3) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM
    Tax-Exempt Cash Fund for

    (a) one another;

    (b) Class A shares of an AIM Fund subject to an initial sales charge (except
        for Class A shares of AIM Limited


MCF--02/00                            A-6


<PAGE>   143
                                 -------------
                                 THE AIM FUNDS
                                 -------------

        Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), but only if
        you acquired the original shares

       (i)  prior to May 1, 1994 by exchange from Class A shares subject to an
            initial sales charge;

       (ii) on or after May 1, 1994 by exchange from Class A shares subject to
            an initial sales charge (except for Class A shares of AIM Limited
            Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

    (c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
        Intermediate Fund, but only if you acquired the original shares by
        exchange from Class A shares subject to an initial sales charge; or

(4) Class B shares for other Class B shares, and Class C shares for other Class
    C shares.

(5) AIM Cash Reserve Shares of AIM Money Market Fund for Class B shares and
    Class C shares.

EXCHANGES NOT PERMITTED

You may not exchange Class A shares subject to contingent deferred sales charges
for Class A shares of AIM Limited Maturity Treasury Fund, AIM Tax-Free
Intermediate Fund or AIM Tax-Exempt Cash Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- - You must meet the minimum purchase requirements for the AIM Fund into which
  you are exchanging;

- - Shares of the AIM Fund you wish to acquire must be available for sale in your
  state of residence;

- - Exchanges must be made between accounts with identical registration
  information;

- - The account you wish to exchange from must have a certified tax identification
  number (or the Fund has received an appropriate Form W-8 or W-9);

- - Shares must have been held for at least one day prior to the exchange;

- - If you have physical share certificates, you must return them to the transfer
  agent prior to the exchange; and

- - You are limited to a maximum of 10 exchanges per calendar year, because
  excessive short-term trading or market-timing activity can hurt fund
  performance. If you exceed that limit, or if an AIM Fund or the distributor
  determines, in its sole discretion, that your short-term trading is excessive
  or that you are engaging in market-timing activity, it may reject any
  additional exchange orders. An exchange is the movement out of (redemption)
  one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM Fund may delay the purchase of shares
being acquired in an exchange for up to five business days if it determines that
it would be materially disadvantaged by the immediate transfer of exchange
proceeds. There is no fee for exchanges. The exchange privilege is not an option
or right to purchase shares. Any of the participating AIM Funds or the
distributor may modify or discontinue this privilege at any time.

BY MAIL

If you wish to make an exchange by mail, you must include original signatures of
each registered owner exactly as the shares are registered, the account
registration and account number, the dollar amount or number of shares to be
exchanged and the names of the AIM Funds from which and into which the exchange
is to be made.

BY TELEPHONE

Conditions that apply to exchanges by telephone are the same as redemptions by
telephone, including that the transfer agent must receive exchange requests
during the hours of the customary trading session of the NYSE; however, you
still will be allowed to exchange by telephone even if you have changed your
address of record within the preceding 30 days.

BY INTERNET

You will be allowed to exchange by internet if (1) you do not hold physical
share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time
you held the original shares will be added to the holding period of the Class B
or Class C shares, respectively, into which you exchanged for the purpose of
calculating contingent deferred sales charges (CDSC) if you later redeem the
exchanged shares. If you redeem Class B shares acquired by exchange via a tender
offer by AIM Floating Rate Fund, you will be credited with the time period you
held the shares of AIM Floating Rate Fund for the purpose of computing the early
withdrawal charge applicable to those shares.

- --------------------------------------------------------------------------------
 EACH AIM FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO:

 - REJECT OR CANCEL ANY PART OF ANY PURCHASE OR EXCHANGE ORDER;

 - MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY AIM FUND;

 - REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND
   SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

 - WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.
- --------------------------------------------------------------------------------


                                      A-7                            MCF--02/00


<PAGE>   144
                                 -------------
                                 THE AIM FUNDS
                                 -------------

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The
AIM Funds value portfolio securities for which market quotations are readily
available at market value. The AIM Funds value short-term investments maturing
within 60 days at amortized cost, which approximates market value. AIM Money
Market Fund and AIM Tax-Exempt Cash Fund value all of their securities at
amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund, AIM
Tax-Exempt Bond Fund of Connecticut and AIM Tax-Free Intermediate Fund value
variable rate securities that have an unconditional demand or put feature
exercisable within seven days or less at par, which reflects the market value of
such securities.


  The AIM Funds value all other securities and assets at their fair value.
Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day. In addition, if,
between the time trading ends on a particular security and the close of the
customary trading session of the NYSE, events occur that materially affect the
value of the security, the AIM Funds may value the security at its fair value as
determined in good faith by or under the supervision of the Board of Directors
or Trustees of the AIM Fund. The effect of using fair value pricing is that an
AIM Fund's net asset value will be subject to the judgment of the Board of
Directors or Trustees or its designee instead of being determined by the market.
Because some of the AIM Funds may invest in securities that are primarily listed
on foreign exchanges, the value of those funds' assets may change on days when
you will not be able to purchase or redeem fund shares.


  Each AIM Fund determines the net asset value of its shares as of the close of
the customary trading session of the NYSE on each day the NYSE is open for
business. AIM Money Market Fund also determines its net asset value as of 12:00
noon Eastern Time on each day the NYSE is open for business.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary
trading session of the NYSE. The AIM Funds price purchase, exchange and
redemption orders at the net asset value calculated after the transfer agent
receives an order in good form. An AIM Fund may postpone the right of redemption
only under unusual circumstances, as allowed by the Securities and Exchange
Commission, such as when the NYSE restricts or suspends trading.

TAXES

In general, dividends and distributions you receive are taxable as ordinary
income or long-term capital gains for federal income tax purposes, whether you
reinvest them in additional shares or take them in cash. Distributions are
taxable to you at different rates depending on the length of time the fund holds
its assets. Different tax rates apply to ordinary income and long-term capital
gain distributions, regardless of how long you have held your shares. Every
year, you will be sent information showing the amount of dividends and
distributions you received from each AIM Fund during the prior year.

  Any long-term or short-term capital gains realized from redemptions of AIM
Fund shares will be subject to federal income tax. Exchanges of shares for
shares of another AIM Fund are treated as a sale, and any gain realized on the
transaction will generally be subject to federal income tax.

  INVESTORS IN TAX-EXEMPT FUNDS SHOULD READ THE INFORMATION UNDER THE HEADING
"OTHER INFORMATION -- SPECIAL TAX INFORMATION REGARDING THE FUND" IN THIS
PROSPECTUS.

  The foreign, state and local tax consequences of investing in AIM Fund shares
may differ materially from the federal income tax consequences described above.
You should consult your tax advisor before investing.


MCF--02/00                            A- 8


<PAGE>   145
                         ----------------------------
                          AIM GLOBAL HEALTH CARE FUND
                         ----------------------------

OBTAINING ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

More information may be obtained free of charge upon request. The Statement of
Additional Information (SAI), a current version of which is on file with the
Securities and Exchange Commission (SEC), contains more details about the fund
and is incorporated by reference into the prospectus (is legally a part of this
prospectus). Annual and semiannual reports to shareholders contain additional
information about the fund's investments. The fund's annual report also
discusses the market conditions and investment strategies that significantly
affected the fund's performance during its last fiscal year.

  If you have questions about this fund, another fund in The AIM Family of
Funds--Registered Trademark-- or your account, or wish to obtain free copies
of the fund's current SAI or annual or semiannual reports, please contact us

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

<TABLE>
<S>                          <C>
BY MAIL:                     A I M Fund Services, Inc.
                             P.O. Box 4739
                             Houston, TX 77210-4739

BY TELEPHONE:                (800) 347-4246

BY E-MAIL:                   [email protected]

ON THE INTERNET:             http://www.aimfunds.com
                             (prospectuses and annual
                             and semiannual reports
                             only)
</TABLE>

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


You also can review and obtain copies of the fund's SAI, reports and other
information at the SEC's Public Reference Room in Washington, DC; on the EDGAR
database on the SEC's Internet website (http://www.sec.gov); or, after paying a
duplication fee, by sending a letter to the SEC's Public Reference Section,
Washington, DC 20549-0102 or by sending an electronic mail request to
[email protected]. Please call the SEC at 1-202-942-8090 for information about
the Public Reference Room.


 ------------------------------------
  AIM Global Health Care Fund
  SEC 1940 Act file number: 811-05426
  -----------------------------------


[AIM LOGO
APPEARS HERE]      www.aimfunds.com      GHC-PRO-1       INVEST WITH DISCIPLINE
                                                       --Registered Trademark--
<PAGE>   146

      AIM GLOBAL RESOURCES FUND

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

      AIM Global Resources Fund seeks to provide long-term growth of capital.


       PROSPECTUS                                AIM --Registered Trademark--



       FEBRUARY 28, 2000


                                     This prospectus contains important
                                     information about the Class A, B and
                                     C shares of the fund. Please read it
                                     before investing and keep it for
                                     future reference.

                                     As with all other mutual fund
                                     securities, the Securities and
                                     Exchange Commission has not approved
                                     or disapproved these securities or
                                     determined whether the information
                                     in this prospectus is adequate or
                                     accurate. Anyone who tells you
                                     otherwise is committing a crime.


                                     An investment in the fund:


                                        - is not FDIC insured;


                                        - may lose value; and


                                        - is not guaranteed by a bank.


[AIM LOGO APPEARS HERE]                                  INVEST WITH DISCIPLINE
                                                        --Registered Trademark--
<PAGE>   147
                           -------------------------
                           AIM GLOBAL RESOURCES FUND
                           -------------------------


TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S>                                      <C>
INVESTMENT OBJECTIVE AND STRATEGIES          1
- - - - - - - - - - - - - - - - - - - - - - - - -
PRINCIPAL RISKS OF INVESTING IN THE FUND     1
- - - - - - - - - - - - - - - - - - - - - - - - -
PERFORMANCE INFORMATION                      3
- - - - - - - - - - - - - - - - - - - - - - - - -
Annual Total Returns                         3

Performance Table                            3

FEE TABLE AND EXPENSE EXAMPLE                4
- - - - - - - - - - - - - - - - - - - - - - - - -
Fee Table                                    4

Expense Example                              4

FUND MANAGEMENT                              5
- - - - - - - - - - - - - - - - - - - - - - - - -
The Advisor                                  5

Advisor Compensation                         5

Portfolio Managers                           5

OTHER INFORMATION                            5
- - - - - - - - - - - - - - - - - - - - - - - - -
Sales Charges                                5

Dividends and Distributions                  5

FINANCIAL HIGHLIGHTS                         6
- - - - - - - - - - - - - - - - - - - - - - - - -
SHAREHOLDER INFORMATION                    A-1
- - - - - - - - - - - - - - - - - - - - - - - - -
Choosing a Share Class                     A-1

Purchasing Shares                          A-3

Redeeming Shares                           A-4

Exchanging Shares                          A-6

Pricing of Shares                          A-8

Taxes                                      A-8

OBTAINING ADDITIONAL INFORMATION    Back Cover
- - - - - - - - - - - - - - - - - - - - - - - - -
</TABLE>






The AIM Family of Funds, The AIM Family of Funds and Design (i.e., the AIM
logo), AIM and Design, AIM, AIM LINK, AIM Institutional Funds, aimfunds.com, La
Familia AIM de Fondos, La Familia AIM de Fondos and Design and Invest with
Discipline are registered service marks and AIM Bank Connection, AIM Funds, AIM
Funds and Design, AIM Internet Connect and AIM Investor are service marks of
A I M Management Group Inc.


No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and you should not rely on such other information or
representations.
<PAGE>   148
                           -------------------------
                           AIM GLOBAL RESOURCES FUND
                           -------------------------

INVESTMENT OBJECTIVE AND STRATEGIES
- --------------------------------------------------------------------------------

The fund's investment objective is long-term growth of capital.


  The fund seeks to meet this objective by investing all of its total assets in
the Global Resources Portfolio (the portfolio), which in turn normally invests
at least 65% of its investable assets in equity securities of domestic and
foreign natural resources companies. The portfolio considers a "natural
resources" company to be one that (1) derives at least 50% of its revenues or
earnings from natural resource activities; or (2) devotes at least 50% of its
assets to such activities, based on its most recent fiscal year. Such companies
include those that own, explore, or develop natural resources (such as oil,
metals, forest products, and chemicals) and other basic commodities (such as
foodstuffs) or supply goods and services to such companies. The portfolio may
invest up to 35% of its assets in debt securities issued by natural resources
companies, or in equity and debt securities of other companies the portfolio
managers believe will benefit from developments in the natural resources
industry.


  The portfolio will normally invest in the securities of issuers located in at
least three different countries, including the United States, and may invest a
significant portion of its assets in the securities of U.S. issuers. However,
the portfolio will invest no more than 50% of its total assets in the securities
of issuers in any one country, other than the U.S. The portfolio may invest in
companies located in developing countries, i.e., those that are in the initial
stages of their industrial cycles. The portfolio may invest substantially in
securities denominated in one or more currencies. The portfolio may invest up to
20% of its total assets in lower-quality debt securities, i.e., "junk bonds."


  The portfolio managers allocate the portfolio's assets among securities of
countries and in currency denominations that are expected to provide the best
opportunities for meeting the portfolio's investment objective. In analyzing
specific companies for possible investment, the portfolio managers ordinarily
look 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. The
portfolio managers consider whether to sell a particular security when any of
those factors materially changes.



  In anticipation of or in response to adverse market conditions, for cash
management purposes or for defensive purposes, the portfolio may temporarily
hold all or a portion of its assets in cash (U.S. dollars, foreign currencies or
multinational currency units), money market instruments, shares of affiliated
money market funds, or high-quality debt securities. As a result, the fund or
the portfolio may not achieve its investment objective.



  If the fund's Board of Trustees determines that it is in the best interests of
the fund and its shareholders, the fund may redeem its investment in the
portfolio.



  The fund may engage in active and frequent trading of portfolio securities to
achieve its investment objective. If the fund does trade in this way, it may
incur increased transaction costs, which can lower the actual return on your
investment. Active trading may also increase short-term gains and losses, which
may affect the taxes you have to pay.


PRINCIPAL RISKS OF INVESTING IN THE FUND
- --------------------------------------------------------------------------------

There is a risk that you could lose all or a portion of your investment in the
fund. The value of your investment in the fund will go up and down with the
prices of the securities in which the portfolio invests. The prices of equity
securities change in response to many factors, including the historical and
prospective earnings of the issuer, the value of its assets, general economic
conditions, interest rates, investor perceptions, and market liquidity.

  The value of the fund's shares is particularly vulnerable to factors affecting
the natural resources industry, such as increasing regulation of the environment
by both U.S. and foreign governments. Increased environmental regulations may,
among other things, increase compliance costs and affect business opportunities
for the companies in which the portfolio invests. The value is also affected by
changing commodity prices, which can be highly volatile and are subject to risks
of oversupply and reduced demand.

  Because the portfolio focuses its investments in the natural resources
industry, the value of your fund shares may rise and fall more than the value of
shares of a fund that invests more broadly.


  The prices of foreign securities may be further affected by other factors,
including:


- - Currency exchange rates--The dollar value of the fund's foreign investments
  will be affected by changes in the exchange rates between the dollar and the
  currencies in which those investments are traded.

- - Political and economic conditions--The value of the fund's foreign investments
  may be adversely affected by political and social instability in their home
  countries and by changes in economic or taxation policies in those countries.

- - Regulations--Foreign companies generally are subject to less stringent
  regulations, including financial and accounting controls, than are U.S.
  companies. As a result, there generally is less publicly available information
  about foreign companies than about U.S. companies.

                                        1
<PAGE>   149
                           -------------------------
                           AIM GLOBAL RESOURCES FUND
                           -------------------------

- - Markets--The securities markets of other countries are smaller than U.S.
  securities markets. As a result, many foreign securities may be less liquid
  and their prices may be more volatile than U.S. securities.


  The portfolio may participate in the initial public offering (IPO) market.
Because of the portfolio's small asset base, any investment the portfolio may
make in IPOs may significantly increase the fund's and the portfolio's total
return. As the portfolio's assets grow, the impact of IPO investments will
decline, which may reduce the fund's and the portfolio's total return.


  An investment in the fund is not a deposit of a bank and is not insured or
guaranteed by Federal Deposit Insurance Corporation or any other government
agency.

                                        2
<PAGE>   150
                           -------------------------
                           AIM GLOBAL RESOURCES FUND
                           -------------------------


PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

The bar chart and table shown below provide an indication of the risks of
investing in the fund. The fund's past performance is not necessarily an
indication of its future performance.


ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
The following bar chart shows changes in the performance of the fund's Class A
shares from year to year. The bar chart does not reflect sales loads. If it did,
the annual total returns shown would be lower.

                                    [GRAPH]

<TABLE>
<CAPTION>
                                                                   ANNUAL
YEAR ENDED                                                         TOTAL
DECEMBER 31                                                        RETURNS
- -----------                                                        -------
<S>                                                                <C>
1995 .............................................................   7.05%
1996 .............................................................  47.20%
1997 .............................................................  -1.51%
1998 ............................................................. -34.31%
1999 .............................................................  18.69%
</TABLE>

  During the periods shown in the bar chart, the highest quarterly return was
31.87% (quarter ended September 30, 1997) and the lowest quarterly return was
- -21.61% (quarter ended September 30, 1998).

PERFORMANCE TABLE


The following performance table compares the fund's performance to that of a
broad-based securities market index. The fund's performance reflects payment of
sales loads.



<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
- ---------------------------------------------------------------------------------------
(for the periods ended                                             SINCE     INCEPTION
December 31, 1999)                            1 YEAR   5 YEARS   INCEPTION     DATE
- ---------------------------------------------------------------------------------------
<S>                                           <C>      <C>       <C>         <C>
Class A                                       13.02%     2.88%      2.89%    05/31/94
Class B                                       13.23      3.04       3.14     05/31/94
Class C                                       --        --         --        03/01/99
MSCI AC World Index(1)                        27.31     18.90      17.10(2)  05/31/94(2)
- ---------------------------------------------------------------------------------------
</TABLE>


(1) The Morgan Stanley Capital International All Country World Index measures
    the performance of securities listed on the major world stock exchanges of
    47 markets, including both developed and emerging markets.
(2) The average annual total return given is since the date closest to the
    inception date of the class with the longest performance history.

                                        3
<PAGE>   151
                           -------------------------
                           AIM GLOBAL RESOURCES FUND
                           -------------------------

FEE TABLE AND EXPENSE EXAMPLE
- --------------------------------------------------------------------------------

FEE TABLE

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund:


<TABLE>
<CAPTION>
SHAREHOLDER FEES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(fees paid directly from
your investment)        CLASS A   CLASS B   CLASS C
- -------------------------------------------------------
<S>                     <C>       <C>       <C>
Maximum Sales Charge
(Load) Imposed on
Purchases (as a
percentage of offering
price)                   4.75%     None      None

Maximum Deferred
Sales Charge (Load)
(as a percentage of
original purchase
price or redemption
proceeds, whichever
is less)                 None(1)   5.00%     1.00%
- -------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(expenses that are deducted
from fund assets)(2)    CLASS A   CLASS B   CLASS C
- -------------------------------------------------------
<S>                     <C>       <C>       <C>
Management Fees           0.98%     0.98%     0.98%
Distribution and/or
Service (12b-1) Fees      0.50      1.00      1.00
Other Expenses            0.82      0.82      0.82
Total Annual Fund
Operating Expenses        2.30      2.80      2.80
Expense
Reimbursement(3)          0.30      0.30      0.30
Net Expenses              2.00      2.50      2.50
- -------------------------------------------------------
</TABLE>


(1) If you buy $1,000,000 or more of Class A shares and redeem these shares
    within 18 months from the date of purchase, you may pay a 1% contingent
    deferred sales charge (CDSC) at the time of redemption.
(2) This fee table, and the expense example below, reflect the expenses of both
    the fund and the portfolio.

(3) The investment advisor has contractually agreed to limit Total Annual Fund
    Operating Expenses (excluding interest, taxes, brokerage commissions and
    extraordinary expenses) on Class A, Class B and Class C shares to 2.00%,
    2.50% and 2.50%, respectively.


As a result of 12b-1 fees, long-term shareholders in the fund may pay more than
the maximum permitted initial sales charge.

EXPENSE EXAMPLE

This example is intended to help you compare the costs of investing in different
classes of the fund with the cost of investing in other mutual funds.

  The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's gross operating expenses remain the same. To the extent fees are waived,
the expenses will be lower. Although your actual returns and costs may be higher
or lower, based on these assumptions your costs would be:


<TABLE>
<CAPTION>
         1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class A   $697    $1,159    $1,647     $2,985
Class B    783     1,168     1,679      3,009
Class C    383       868     1,479      3,128
- ----------------------------------------------
</TABLE>


You would pay the following expenses if you did not redeem your shares:


<TABLE>
<CAPTION>
         1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class A   $697    $1,159    $1,647     $2,985
Class B    283       868     1,479      3,009
Class C    283       868     1,479      3,128
- ----------------------------------------------

</TABLE>


                                        4
<PAGE>   152
                           -------------------------
                           AIM GLOBAL RESOURCES FUND
                           -------------------------

FUND MANAGEMENT
- --------------------------------------------------------------------------------

THE ADVISOR

A I M Advisors, Inc. (the advisor) serves as the investment advisor of Global
Resources Portfolio (the portfolio) and is responsible for its day-to-day
management. The advisor is located at 11 Greenway Plaza, Suite 100, Houston,
Texas 77046-1173. The advisor supervises all aspects of the portfolio's
operations and provides investment advisory services to the portfolio, including
obtaining and evaluating economic, statistical and financial information to
formulate and implement investment programs for the portfolio.


  The advisor has acted as an investment advisor since its organization in 1976.
Today, the advisor, together with its subsidiaries, advises or manages over 120
investment portfolios, including the portfolio, encompassing a broad range of
investment objectives.


ADVISOR COMPENSATION


During the fiscal year ended October 31, 1999, the advisor received compensation
of 0.68% of average daily net assets.



PORTFOLIO MANAGERS



The advisor uses a team approach to investment management. The individual
members of the team who are primarily responsible for the day-to-day management
of the portfolio are:



- - Derek S. Izuel, Portfolio Manager, who has been responsible for the fund since
  1999 and has been associated with the advisor and/or its affiliates since
  1997. From 1995 to 1997 he was a full time student at the University of
  Michigan. From 1991 to 1995 he was a Software Engineer with Bank of America.



- - Roger Mortimer, Portfolio Manager, who has been responsible for the fund since
  1999 and has been associated with the advisor and/or its affiliates since
  1995.



- - Derek H. Webb, Portfolio Manager, who has been responsible for the fund since
  1994 and has been associated with the advisor and/or its affiliates since
  1992.



- - Michael Yellen, Senior Portfolio Manager, who has been responsible for the
  fund since 1999 and has been associated with the advisor and/or its affiliates
  since 1994.


OTHER INFORMATION
- --------------------------------------------------------------------------------

SALES CHARGES

Purchases of Class A shares of AIM Global Resources Fund are subject to the
maximum 4.75% initial sales charge as listed under the heading "CATEGORY II
Initial Sales Charges" in the "Shareholder Information--Choosing a Share Class"
section of this prospectus. Purchases of Class B and Class C shares are subject
to the contingent deferred sales charges listed in that section.

DIVIDENDS AND DISTRIBUTIONS


The fund expects that its distributions will consist primarily of capital gains.

DIVIDENDS

The fund generally declares and pays dividends, if any, annually.

CAPITAL GAINS DISTRIBUTIONS


The fund generally distributes long-term and short-term capital gains, if any,
annually.


                                        5
<PAGE>   153
                           -------------------------
                           AIM GLOBAL RESOURCES FUND
                           -------------------------

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the fund's
financial performance. Certain information reflects financial results for a
single fund share.

  The total returns in the table represent the rate that an investor would have
earned (or lost) on an investment in the fund (assuming reinvestment of all
dividends and distributions).

  This information has been audited by PricewaterhouseCoopers LLP, whose report,
along with the fund's financial statements, is included in the fund's annual
report, which is available upon request.




<TABLE>
<CAPTION>
                                                                        CLASS A
- ------------------------------------------------------------------------------------------------------
                                                                 YEAR ENDED OCTOBER 31,
                                                  1999(a)    1998(a)    1997(a)    1996(a)      1995
- ------------------------------------------------------------------------------------------------------
<S>                                               <C>        <C>        <C>        <C>        <C>
Net asset value, beginning of period              $ 10.95    $ 20.65    $ 17.43    $ 11.44    $  12.41
Income from investment operations:
  Net investment income (loss)                       0.02      (0.11)(b)  (0.25)     (0.24)       0.04 (c)
  Net realized and unrealized gain (loss) on
    investments                                      1.15      (8.91)      4.08       6.28       (0.98)
    Net increase (decrease) from investment
      operations                                     1.17      (9.02)      3.83       6.04       (0.94)
Distributions to shareholders:
  From net investment income                           --      (0.19)        --      (0.04)      (0.03)
  From net realized gain on investments                --      (0.49)     (0.61)     (0.01)         --
    Total distributions                                --      (0.68)     (0.61)     (0.05)      (0.03)
Net asset value, end of period                    $ 12.12    $ 10.95    $ 20.65    $ 17.43    $  11.44
Total return(d)                                     10.68%    (45.02)%    22.64%     53.04%      (7.58)%
- ------------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- ------------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)               $15,664    $19,463    $69,975    $48,729     $12,598
Ratio of net investment income (loss) to average
  net assets:
  With fee waivers                                   0.19%(e)  (0.75)%    (1.41)%    (1.55)%      0.41%
  Without fee waivers                               (0.11)%(e) (1.06)%    (1.51)%    (1.65)%     (0.69)%
Ratio of expenses to average net assets:
  With fee waivers                                   2.00%(e)   1.98%      2.03%      2.20%       2.37%
  Without fee waivers                                2.30%(e)   2.29%      2.13%      2.30%       3.47%
Portfolio turnover rate                               123%       201%       321%        94%         87%
- ------------------------------------------------------------------------------------------------------
</TABLE>



(a) These selected per share data were calculated based upon average shares
    outstanding during the period.


(b) Before reimbursement the net investment loss per share would have been
    increased by $0.04.


(c) Before reimbursement the net investment (loss) per share would have been
    reduced (increased) by $0.14.


(d) Total return does not include sales charges and is not annualized for
    periods less than one year.


(e) Ratios are based on average net assets on $17,347,953.


                                        6
<PAGE>   154
                           -------------------------
                           AIM GLOBAL RESOURCES FUND
                           -------------------------


FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         CLASS B
                                                  ----------------------------------------------------
                                                                  YEAR ENDED OCTOBER 31,
                                                  1999(a)     1998(a)   1997(a)   1996(a)      1995
- ------------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>       <C>       <C>       <C>
Net asset value, beginning of period              $ 10.75     $ 20.37   $ 17.29   $  11.36   $ 12.38
Income from investment operations:
  Net investment income (loss)                      (0.04)      (0.18)(b)   (0.33)    (0.31)    (0.02)(c)
  Net realized and unrealized gain (loss) on
    investments                                      1.13       (8.76)     4.02       6.25     (0.98)
    Net increase (decrease) from investment
      operations                                     1.09       (8.94)     3.69       5.94     (1.00)
Distributions to shareholders:
  From net investment income                        --          (0.19)    --         --        (0.02)
  From net realized gain on investments             --          (0.49)    (0.61)     (0.01)    --
    Total distributions                             --          (0.68)    (0.61)     (0.01)    (0.02)
Net asset value, end of period                    $ 11.84     $ 10.75   $ 20.37   $  17.29   $ 11.36
Total return(d)                                     10.14%     (45.25)%   21.99%     52.39%    (8.05)%
- ------------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- ------------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)               $20,019     $28,996   $86,812   $ 57,749   $13,978
Ratio of net investment income (loss) to average
  net assets:
  With fee waivers                                  (0.31)%(e)  (1.25)%   (1.91)%    (2.05)%   (0.09)%
  Without fee waivers                               (0.61)%(e)  (1.56)%   (2.01)%    (2.15)%   (1.19)%
Ratio of expenses to average net assets:
  With fee waivers                                   2.50%(e)    2.48%     2.53%      2.70%     2.87%
  Without fee waivers                                2.80%(e)    2.79%     2.63%      2.80%     3.97%
Portfolio turnover rate                               123%        201%      321%        94%       87%
- ------------------------------------------------------------------------------------------------------
</TABLE>



(a) These selected per share data were calculated based upon average shares
    outstanding during the period.


(b) Before reimbursement the net investment loss per share would have been
    increased by $0.04.


(c) Before reimbursement the net investment income (loss) per share would have
    been reduced (increased) by $0.13.


(d) Total return does not include sales charges and is not annualized for
    periods less than one year.


(e) Ratios are based on average net assets of $23,930,469.



<TABLE>
<CAPTION>
                                                                          CLASS C
                                                              -------------------------------
                                                                       MARCH 1, 1999
                                                                            TO
                                                                    OCTOBER 31, 1999(a)
- ---------------------------------------------------------------------------------------------
<S>                                                           <C>
Net asset value, beginning of period                                      $ 10.00
Income from investment operations:
  Net investment income (loss)                                              (0.03)
  Net realized and unrealized gain (loss) on investments                     1.87
    Net increase (decrease) from investment operations                       1.84
Distributions to shareholders:
  From net investment income                                                   --
  From net realized gain on investments                                        --
    Total distributions                                                        --
Net asset value, end of period                                            $ 11.84
Total return(b)                                                             18.40%
- ---------------------------------------------------------------------------------------------
Ratios and supplemental data:
- ---------------------------------------------------------------------------------------------
Net assets, end of period (in 000's)                                      $    41
Ratio of net investment income (loss) to average net assets:
  With fee waivers                                                          (0.31)%(c)
  Without fee waivers                                                       (0.61)%(c)
Ratio of expenses to average net assets:
  With fee waivers                                                           2.50%(c)
  Without fee waivers                                                        2.80%(c)
Portfolio turnover rate                                                       123%
- ---------------------------------------------------------------------------------------------
</TABLE>



(a) These selected per share data were calculated based upon average shares
    outstanding during the period.


(b) Total return does not include sales charges and is not annualized for
    periods less than one year.


(c) Ratios are annualized and based on average net assets of $60,471.


                                        7
<PAGE>   155
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to
many other mutual funds (the AIM Funds). The following information is about all
the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing
an interest in the same portfolio of investments. When choosing a share class,
you should consider the factors below:

<TABLE>
<CAPTION>
CLASS A                              CLASS B                              CLASS C
- ---------------------------------------------------------------------------------------------------------
<S>                                  <C>                                  <C>
- - Initial sales charge               - No initial sales charge            - No initial sales charge

- - Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain purchases         charge on redemptions within         charge on redemptions within
                                       six years                            one year

- - Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares         - Does not convert to Class A
                                       after eight years along with a       shares
                                       pro rata portion of its
                                       reinvested dividends and
                                       distributions(1)

- - Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors
</TABLE>

      (1) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve
          Shares.

          AIM Global Trends Fund: If you held Class B shares on May 29,
          1998 and continue to hold them, those shares will convert to
          Class A shares of that fund seven years after your date of
          purchase. If you exchange those shares for Class B shares of
          another AIM Fund, the shares into which you exchanged will
          not convert to Class A shares until eight years after your
          date of purchase of the original shares.

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

DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans
that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc.
(the distributor) for the sale and distribution of its shares and fees for
services provided to shareholders, all or a substantial portion of which are
paid to the dealer of record. Because the AIM Fund pays these fees out of its
assets on an ongoing basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.

SALES CHARGES

Generally, you will not pay a sales charge on purchases or redemptions of Class
A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money
Market Fund. You may be charged a contingent deferred sales charge if you redeem
AIM Cash Reserve Shares of AIM Money Market Fund acquired through certain
exchanges. Sales charges on all other AIM Funds and classes of those Funds are
detailed below. As used below, the term "offering price" with respect to all
categories of Class A shares includes the initial sales charge.

INITIAL SALES CHARGES

The AIM Funds are grouped into three categories with respect to initial sales
charges. The "Other Information" section of your prospectus will tell you in
what category your particular AIM Fund is classified.

<TABLE>
<CAPTION>
             CATEGORY I INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
            Less than $  25,000       5.50%          5.82%
$ 25,000 but less than $  50,000      5.25           5.54
$ 50,000 but less than $ 100,000      4.75           4.99
$100,000 but less than $ 250,000      3.75           3.90
$250,000 but less than $ 500,000      3.00           3.09
$500,000 but less than $1,000,000     2.00           2.04
- -------------------------------------------------------------
</TABLE>


                                      A-1                            MCF--02/00


<PAGE>   156
                                 -------------
                                 THE AIM FUNDS
                                 -------------

<TABLE>
<CAPTION>
CATEGORY II INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                             INVESTOR'S
                                            SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
             Less than $   50,000      4.75%          4.99%
$ 50,000 but less than $  100,000      4.00           4.17
$100,000 but less than $  250,000      3.75           3.90
$250,000 but less than $  500,000      2.50           2.56
$500,000 but less than $1,000,000      2.00           2.04
- -------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
CATEGORY III INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                                <C>              <C>
             Less than $  100,000      1.00%          1.01%
$100,000 but less than $  250,000      0.75           0.76
$250,000 but less than $1,000,000      0.50           0.50
- -------------------------------------------------------------
</TABLE>

CONTINGENT DEFERRED SALES CHARGES FOR CLASS A SHARES

You can purchase $1,000,000 or more of Class A shares at net asset value.
However, if you purchase shares of that amount in Categories I or II, they will
be subject to a contingent deferred sales charge (CDSC) of 1% if you redeem them
prior to 18 months after the date of purchase. The distributor may pay a dealer
concession and/or a service fee for purchases of $1,000,000 or more.

CONTINGENT DEFERRED SALES CHARGES FOR
CLASS B AND CLASS C SHARES

You can purchase Class B and Class C shares at their net asset value per share.
However, when you redeem them, they are subject to a CDSC in the following
percentages:

<TABLE>
<CAPTION>
YEAR SINCE
PURCHASE MADE          CLASS B            CLASS C
- ----------------------------------------------------------
<S>                   <C>                <C>
First                         5%                 1%
Second                        4                None
Third                         3                None
Fourth                        3                None
Fifth                         2                None
Sixth                         1                None
Seventh and following       None               None
- ----------------------------------------------------------
</TABLE>

COMPUTING A CDSC

The CDSC on redemptions of shares is computed based on the lower of their
original purchase price or current market value, net of reinvested dividends and
capital gains distributions. In determining whether to charge a CDSC, we will
assume that you have redeemed shares on which there is no CDSC first and, then,
shares in the order of purchase.

REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS

You may qualify for reduced sales charges or sales charge exceptions. To qualify
for these reductions or exceptions, you or your financial consultant must
provide sufficient information at the time of purchase to verify that your
purchase qualifies for such treatment.

REDUCED SALES CHARGES

You may be eligible to buy Class A shares at reduced initial sales charge rates
under Rights of Accumulation or Letters of Intent under certain circumstances.

Rights of Accumulation

You may combine your new purchases of Class A shares with Class A shares
currently owned for the purpose of qualifying for the lower initial sales charge
rates that apply to larger purchases. The applicable initial sales charge for
the new purchase is based on the total of your current purchase and the current
value of all Class A shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount
of Class A shares of AIM Funds during a 13-month period. The amount you agree to
purchase determines the initial sales charge you pay. If the full face amount of
the LOI is not invested by the end of the 13-month period, your account will be
adjusted to the higher initial sales charge level for the amount actually
invested.

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- - on shares purchased by reinvesting dividends and distributions;

- - when exchanging shares among certain AIM Funds;

- - when using the reinstatement privilege; and

- - when a merger, consolidation, or acquisition of assets of an AIM Fund occurs.

CONTINGENT DEFERRED SALES CHARGE (CDSC) EXCEPTIONS

You will not pay a CDSC

- - if you redeem Class B shares you held for more than six years;

- - if you redeem Class C shares you held for more than one year;

- - if you redeem shares acquired through reinvestment of dividends and
  distributions; and

- - on increases in the net asset value of your shares.

There may be other situations when you may be able to purchase or redeem shares
at reduced or without sales charges. Consult the fund's Statement of Additional
Information for details.


MCF--02/00                            A-2


<PAGE>   157
                                 -------------
                                 THE AIM FUNDS
                                 -------------


PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Mid
Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

<TABLE>
<CAPTION>
                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
- ----------------------------------------------------------------------------------------------------------------
<S>                                              <C>                                         <C>
Savings Plans (money-purchase/profit sharing     $ 0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)
Automatic Investment Plans                        50                                                 50
IRA, Education IRA or Roth IRA                   250                                                 50
All other accounts                               500                                                 50
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

HOW TO PURCHASE SHARES

You may purchase shares using one of the options below.

PURCHASE OPTIONS


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
- ----------------------------------------------------------------------------------------------------------
<S>                             <C>                                    <C>
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and purchase payment to the            slip from your confirmation
                                transfer agent,                        statement to the transfer agent.
                                A I M Fund Services, Inc.,
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By AIM Bank Connection(SM)      Open your account using one of the     Mail completed AIM Bank Connection
                                methods described above.               form to the transfer agent. Once
                                                                       the transfer agent has received the
                                                                       form, call the transfer agent to
                                                                       place your purchase order.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. The
                                                                       maximum purchase amount per
                                                                       transaction is $100,000. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
- ----------------------------------------------------------------------------------------------------------
</TABLE>


                                      A-3                            MCF--02/00


<PAGE>   158
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing
the AIM Fund to withdraw the amount of your investment from your bank account on
a day or dates you specify and in an amount of at least $50. You may stop the
Automatic Investment Plan at any time by giving the transfer agent notice ten
days prior to your next scheduled withdrawal.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic monthly or quarterly
exchanges, if permitted, from one AIM Fund account to one or more other AIM Fund
accounts with the identical registration. The account from which exchanges are
to be made must have a minimum balance of $5,000 before you can use this option.
Exchanges will occur on (or about) the 10th or 25th day of the month, whichever
you specify, in the amount you specify. The minimum amount you can exchange to
another AIM Fund is $50.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any
AIM Fund at net asset value. Unless you specify otherwise, your dividends and
distributions will automatically be reinvested in the same AIM Fund. You may
invest your dividends and distributions (1) into another AIM Fund in the same
class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM
Money Market Fund, or vice versa.

  You must comply with the following requirements to be eligible to invest your
dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at
    least $5,000; or (b) in the AIM Fund receiving the dividend must be at least
    $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into
    another AIM Fund.

PORTFOLIO REBALANCING PROGRAM

If you have at least $5,000 in your account, you may participate in the
Portfolio Rebalancing Program. Under this Program, you can designate how the
total value of your AIM Fund holdings should be rebalanced, on a percentage
basis, between two and ten of your AIM Funds on a quarterly, semiannual or
annual basis. Your portfolio will be rebalanced through the exchange of shares
in one or more of your AIM Funds for shares of the same class of one or more
other AIM Funds in your portfolio. If you wish to participate in the Program,
make changes or cancel the Program, the transfer agent must receive your request
to participate, changes, or cancellation in good order at least five business
days prior to the next rebalancing date, which is normally the 28th day of the
last month of the period you choose. You may realize taxable gains from these
exchanges. We may modify, suspend or terminate the Program at any time on 60
days' prior written notice.

RETIREMENT PLANS

Shares of most of the AIM Funds can be purchased through tax-sheltered
retirement plans made available to corporations, individuals and employees of
non-profit organizations and public schools. A plan document must be adopted to
establish a retirement plan. You may use AIM Funds-sponsored retirement plans,
which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans,
SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or
another sponsor's retirement plan. The plan custodian of the AIM Funds-sponsored
retirement plan assesses an annual maintenance fee of $10. Contact your
financial consultant for details.

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. However, if
you acquired Class A shares of AIM Developing Markets Fund in connection with
the reorganization of AIM Eastern Europe Fund, you will be charged a redemption
fee of 2% of the net asset value of those shares, which will be paid to AIM
Developing Markets Fund, if you redeem your shares within the first year after
the reorganization. Your broker or financial consultant may charge service fees
for handling redemption transactions. Your shares also may be subject to a
contingent deferred sales charge (CDSC).

REDEMPTION OF AIM CASH RESERVE SHARES OF
AIM MONEY MARKET FUND ACQUIRED BY EXCHANGE

If you redeem AIM Cash Reserve Shares acquired by exchange from Class A shares
subject to a CDSC within 18 months of the purchase of the Class A shares, you
will be charged a CDSC.

REDEMPTION OF CLASS B SHARES OR CLASS C
SHARES ACQUIRED BY EXCHANGE FROM AIM CASH
RESERVE SHARES OF AIM MONEY MARKET FUND

We will begin the holding period for purposes of calculating the CDSC on Class B
shares or Class C shares acquired by exchange from AIM Cash Reserve Shares of
AIM Money Market Fund at the time of the exchange into Class B shares or Class C
shares.

REDEMPTION OF CLASS B SHARES ACQUIRED BY
EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM
Floating Rate Fund, the early withdrawal charge applicable to shares of AIM
Floating Rate Fund will be applied instead of the CDSC normally applicable to
Class B shares.


MCF--02/00                            A-4


<PAGE>   159
                                 -------------
                                 THE AIM FUNDS
                                 -------------

HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

<TABLE>
<S>                           <C>
Through a Financial           Contact your financial consultant.
Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM Fund and your account number; (3) if
                              the transfer agent does not hold your shares, endorsed share
                              certificates or share certificates accompanied by an
                              executed stock power; and (4) signature guarantees, if
                              necessary (see below). The transfer agent may require that
                              you provide additional information, such as corporate
                              resolutions or powers of attorney, if applicable. If you are
                              redeeming from an IRA account, you must include a statement
                              of whether or not you are at least 59 1/2 years old and
                              whether you wish to have federal income tax withheld from
                              your proceeds. The transfer agent may require certain other
                              information before you can redeem from an employer-sponsored
                              retirement plan. Contact your employer for details.

By Telephone                  Call the transfer agent. You will be allowed to redeem by
                              telephone if (1) the proceeds are to be mailed to the
                              address on record (if there has been no change communicated
                              to us within the last 30 days) or transferred electronically
                              to a pre-authorized checking account; (2) you do not hold
                              physical share certificates; (3) you can provide proper
                              identification information; (4) the proceeds of the
                              redemption do not exceed $50,000; and (5) you have not
                              previously declined the telephone redemption privilege.
                              Certain accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. The transfer agent
                              must receive your call during the hours of the customary
                              trading session of the New York Stock Exchange (NYSE) in
                              order to effect the redemption at that day's closing price.

By AIM Internet Connect       Place your redemption request at www.aimfunds.com. You will
                              be allowed to redeem by internet if (1) you do not hold
                              physical share certificates; (2) you can provide proper
                              identification information; (3) the proceeds of the
                              redemption do not exceed $50,000; and (4) you have
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. The
                              transfer agent must confirm your transaction during the
                              hours of the customary trading session of the NYSE in order
                              to effect the redemption at that day's closing price.
</TABLE>

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

TIMING AND METHOD OF PAYMENT

We normally will send out checks within one business day, and in any event no
more than seven days, after we accept your request to redeem. If you redeem
shares recently purchased by check, you will be required to wait up to ten
business days before we will send your redemption proceeds. This delay is
necessary to ensure that the purchase check has cleared.

REDEMPTION BY MAIL

If you mail us a request in good order to redeem your shares, we will mail you a
check in the amount of the redemption proceeds to the address on record with us.
If your request is not in good order, you may have to provide us with additional
documentation in order to redeem your shares.

REDEMPTION BY TELEPHONE

If you redeem by telephone, we will mail you a check in the amount of the
redemption proceeds to your address of record (if there has been no change
communicated to the transfer agent within the previous 30 days) or transmit them
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by telephone are genuine and are not
liable for telephone instructions that are reasonably believed to be genuine.

REDEMPTION BY INTERNET

If you redeem by internet, we will transmit your redemption proceeds
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by internet are genuine and are not
liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

You may arrange for regular monthly or quarterly withdrawals from your account
of at least $50. You also may make annual withdrawals if you own Class A shares.
We will redeem enough shares from your account to cover the amount withdrawn.
You must have an account balance of at least $5,000 to establish a Systematic
Withdrawal Plan. You can stop this plan at any time by giving ten days prior
notice to the transfer agent.

EXPEDITED REDEMPTIONS

(AIM Cash Reserve Shares of AIM Money Market Fund only)

If we receive your redemption order before 11:30 a.m. Eastern Time, we will try
to transmit payment of redemption proceeds on that same day. If we receive your
redemption order after 11:30 a.m. Eastern Time and before the close of the
customary trading session of the NYSE, we generally will transmit payment on the
next business day.


                                      A-5                            MCF--02/00


<PAGE>   160
                                 -------------
                                 THE AIM FUNDS
                                 -------------

REDEMPTIONS BY CHECK

(Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM
Money Market Fund only)

You may redeem shares of these AIM Funds by writing checks in amounts of $250 or
more if you have completed an authorization form. Redemption by check is not
available for retirement accounts.

SIGNATURE GUARANTEES

We require a signature guarantee when you redeem by mail and

(1) the amount is greater than $50,000;

(2) you request that payment be made to someone other than the name registered
    on the account;

(3) you request that payment be sent somewhere other than the bank of record on
    the account; or

(4) you request that payment be sent to a new address or an address that changed
    in the last 30 days.

The transfer agent will accept a guarantee of your signature by a number of
financial institutions. Call the transfer agent for additional information. Some
institutions have transaction amount maximums for these guarantees. Please check
with the guarantor institution.

REINSTATEMENT PRIVILEGE (Class A shares only)

You may, within 90 days after you sell Class A shares (except Class A shares of
AIM Tax-Exempt Cash Fund), reinvest all or part of your redemption proceeds in
Class A shares of any AIM Fund at net asset value in an identically registered
account. If you sold Class A shares of AIM Limited Maturity Treasury Fund or AIM
Tax-Free Intermediate Fund, you will incur an initial sales charge reflecting
the difference between the initial sales charges on those Funds and the ones in
which you will be investing. In addition, if you paid a contingent deferred
sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC
if you later redeem that amount. You must notify the transfer agent in writing
at the time you reinstate that you are exercising your reinstatement privilege.
You may exercise this privilege only once per year.

REDEMPTIONS BY THE AIM FUNDS

If your account has been open at least one year, you have not made an additional
purchase in the account during the past six calendar months, and the value of
your account falls below $500 for three consecutive months due to redemptions or
exchanges (excluding retirement accounts), the AIM Funds have the right to
redeem the account after giving you 60 days' prior written notice. You may avoid
having your account redeemed during the notice period by bringing the account
value up to $500 or by utilizing the Automatic Investment Plan.
  If an AIM Fund determines that you have not provided a correct Social Security
or other tax ID number on your account application, the AIM Fund may, at its
discretion, redeem the account and distribute the proceeds to you.

EXCHANGING SHARES

You may, under certain circumstances, exchange shares in one AIM Fund for those
of another AIM Fund. Before requesting an exchange, review the prospectus of the
AIM Fund you wish to acquire. Exchange privileges also apply to holders of the
Connecticut General Guaranteed Account, established for tax-qualified group
annuities, for contracts purchased on or before June 30, 1992.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the
same class of another AIM Fund. You may exchange AIM Cash Reserve Shares of AIM
Money Market Fund for Class A shares of another AIM Fund, or vice versa. You
also may exchange AIM Cash Reserve Shares of AIM Money Market Fund for Class B
shares or Class C shares of another AIM Fund, but only if the AIM Cash Reserve
Shares were purchased directly and not acquired by exchange. You may be required
to pay an initial sales charge when exchanging from a Fund with a lower initial
sales charge than the one into which you are exchanging. If you exchange from
Class A shares not subject to a CDSC into Class A shares subject to those
charges, you will be charged a CDSC when you redeem the exchanged shares. The
CDSC charged on redemption of those shares will be calculated starting on the
date you acquired those shares through exchange.



YOU WILL NOT PAY A SALES CHARGE WHEN EXCHANGING:

(1) Class A shares with an initial sales charge (except for Class A shares of
    AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for
    Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money
    Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
    Intermediate Fund for

    (a) one another;

    (b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of
        AIM Tax-Exempt Cash Fund; or

    (c) Class A shares of another AIM Fund, but only if

       (i)  you acquired the original shares before May 1, 1994; or

       (ii) you acquired the original shares on or after May 1, 1994 by way of
            an exchange from shares with higher sales charges;

(3) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM
    Tax-Exempt Cash Fund for

    (a) one another;

    (b) Class A shares of an AIM Fund subject to an initial sales charge (except
        for Class A shares of AIM Limited


MCF--02/00                            A-6


<PAGE>   161
                                 -------------
                                 THE AIM FUNDS
                                 -------------

        Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), but only if
        you acquired the original shares

       (i)  prior to May 1, 1994 by exchange from Class A shares subject to an
            initial sales charge;

       (ii) on or after May 1, 1994 by exchange from Class A shares subject to
            an initial sales charge (except for Class A shares of AIM Limited
            Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

    (c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
        Intermediate Fund, but only if you acquired the original shares by
        exchange from Class A shares subject to an initial sales charge; or

(4) Class B shares for other Class B shares, and Class C shares for other Class
    C shares.

(5) AIM Cash Reserve Shares of AIM Money Market Fund for Class B shares and
    Class C shares.

EXCHANGES NOT PERMITTED

You may not exchange Class A shares subject to contingent deferred sales charges
for Class A shares of AIM Limited Maturity Treasury Fund, AIM Tax-Free
Intermediate Fund or AIM Tax-Exempt Cash Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- - You must meet the minimum purchase requirements for the AIM Fund into which
  you are exchanging;

- - Shares of the AIM Fund you wish to acquire must be available for sale in your
  state of residence;

- - Exchanges must be made between accounts with identical registration
  information;

- - The account you wish to exchange from must have a certified tax identification
  number (or the Fund has received an appropriate Form W-8 or W-9);

- - Shares must have been held for at least one day prior to the exchange;

- - If you have physical share certificates, you must return them to the transfer
  agent prior to the exchange; and

- - You are limited to a maximum of 10 exchanges per calendar year, because
  excessive short-term trading or market-timing activity can hurt fund
  performance. If you exceed that limit, or if an AIM Fund or the distributor
  determines, in its sole discretion, that your short-term trading is excessive
  or that you are engaging in market-timing activity, it may reject any
  additional exchange orders. An exchange is the movement out of (redemption)
  one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM Fund may delay the purchase of shares
being acquired in an exchange for up to five business days if it determines that
it would be materially disadvantaged by the immediate transfer of exchange
proceeds. There is no fee for exchanges. The exchange privilege is not an option
or right to purchase shares. Any of the participating AIM Funds or the
distributor may modify or discontinue this privilege at any time.

BY MAIL

If you wish to make an exchange by mail, you must include original signatures of
each registered owner exactly as the shares are registered, the account
registration and account number, the dollar amount or number of shares to be
exchanged and the names of the AIM Funds from which and into which the exchange
is to be made.

BY TELEPHONE

Conditions that apply to exchanges by telephone are the same as redemptions by
telephone, including that the transfer agent must receive exchange requests
during the hours of the customary trading session of the NYSE; however, you
still will be allowed to exchange by telephone even if you have changed your
address of record within the preceding 30 days.

BY INTERNET

You will be allowed to exchange by internet if (1) you do not hold physical
share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time
you held the original shares will be added to the holding period of the Class B
or Class C shares, respectively, into which you exchanged for the purpose of
calculating contingent deferred sales charges (CDSC) if you later redeem the
exchanged shares. If you redeem Class B shares acquired by exchange via a tender
offer by AIM Floating Rate Fund, you will be credited with the time period you
held the shares of AIM Floating Rate Fund for the purpose of computing the early
withdrawal charge applicable to those shares.

- --------------------------------------------------------------------------------
 EACH AIM FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO:

 - REJECT OR CANCEL ANY PART OF ANY PURCHASE OR EXCHANGE ORDER;

 - MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY AIM FUND;

 - REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND
   SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

 - WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.
- --------------------------------------------------------------------------------


                                      A-7                            MCF--02/00


<PAGE>   162
                                 -------------
                                 THE AIM FUNDS
                                 -------------

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The
AIM Funds value portfolio securities for which market quotations are readily
available at market value. The AIM Funds value short-term investments maturing
within 60 days at amortized cost, which approximates market value. AIM Money
Market Fund and AIM Tax-Exempt Cash Fund value all of their securities at
amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund, AIM
Tax-Exempt Bond Fund of Connecticut and AIM Tax-Free Intermediate Fund value
variable rate securities that have an unconditional demand or put feature
exercisable within seven days or less at par, which reflects the market value of
such securities.


  The AIM Funds value all other securities and assets at their fair value.
Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day. In addition, if,
between the time trading ends on a particular security and the close of the
customary trading session of the NYSE, events occur that materially affect the
value of the security, the AIM Funds may value the security at its fair value as
determined in good faith by or under the supervision of the Board of Directors
or Trustees of the AIM Fund. The effect of using fair value pricing is that an
AIM Fund's net asset value will be subject to the judgment of the Board of
Directors or Trustees or its designee instead of being determined by the market.
Because some of the AIM Funds may invest in securities that are primarily listed
on foreign exchanges, the value of those funds' assets may change on days when
you will not be able to purchase or redeem fund shares.


  Each AIM Fund determines the net asset value of its shares as of the close of
the customary trading session of the NYSE on each day the NYSE is open for
business. AIM Money Market Fund also determines its net asset value as of 12:00
noon Eastern Time on each day the NYSE is open for business.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary
trading session of the NYSE. The AIM Funds price purchase, exchange and
redemption orders at the net asset value calculated after the transfer agent
receives an order in good form. An AIM Fund may postpone the right of redemption
only under unusual circumstances, as allowed by the Securities and Exchange
Commission, such as when the NYSE restricts or suspends trading.

TAXES

In general, dividends and distributions you receive are taxable as ordinary
income or long-term capital gains for federal income tax purposes, whether you
reinvest them in additional shares or take them in cash. Distributions are
taxable to you at different rates depending on the length of time the fund holds
its assets. Different tax rates apply to ordinary income and long-term capital
gain distributions, regardless of how long you have held your shares. Every
year, you will be sent information showing the amount of dividends and
distributions you received from each AIM Fund during the prior year.

  Any long-term or short-term capital gains realized from redemptions of AIM
Fund shares will be subject to federal income tax. Exchanges of shares for
shares of another AIM Fund are treated as a sale, and any gain realized on the
transaction will generally be subject to federal income tax.

  INVESTORS IN TAX-EXEMPT FUNDS SHOULD READ THE INFORMATION UNDER THE HEADING
"OTHER INFORMATION -- SPECIAL TAX INFORMATION REGARDING THE FUND" IN THIS
PROSPECTUS.

  The foreign, state and local tax consequences of investing in AIM Fund shares
may differ materially from the federal income tax consequences described above.
You should consult your tax advisor before investing.


MCF--02/00                            A- 8


<PAGE>   163
                           -------------------------
                           AIM GLOBAL RESOURCES FUND
                           -------------------------

OBTAINING ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

More information may be obtained free of charge upon request. The Statement of
Additional Information (SAI), a current version of which is on file with the
Securities and Exchange Commission (SEC), contains more details about the fund
and is incorporated by reference into the prospectus (is legally a part of this
prospectus). Annual and semiannual reports to shareholders contain additional
information about the fund's investments. The fund's annual report also
discusses the market conditions and investment strategies that significantly
affected the fund's performance during its last fiscal year.


  If you have questions about this fund, another fund in The AIM Family of
Funds--Registered Trademark-- or your account, or wish to obtain free copies of
the fund's current SAI or annual or semiannual reports, please contact us


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


<TABLE>
<S>                          <C>
BY MAIL:                     A I M Fund Services,
                             Inc.
                             P.O. Box 4739
                             Houston, TX 77210-4739

BY TELEPHONE:                (800) 347-4246

BY E-MAIL:                   [email protected]

ON THE INTERNET:             http://www.aimfunds.com
                             (prospectuses and annual
                             and semiannual reports
                             only)
</TABLE>


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


You also can review and obtain copies of the fund's SAI, reports and other
information at the SEC's Public Reference Room in Washington, DC; on the EDGAR
data base on the SEC's Internet website (http://www.sec.gov); or, after paying a
duplication fee, by sending a letter to the SEC's Public Reference Section,
Washington, DC 20549-0102 or by sending an electronic mail request to
[email protected]. Please call the SEC at 1-202-942-8090 for information about
the Public Reference Room.


- ------------------------------------
 AIM Global Resources Fund
 SEC 1940 Act file number: 811-05426
- ------------------------------------

[AIM LOGO APPEARS HERE]   www.aimfunds.com   GRS-PRO-1   INVEST WITH DISCIPLINE
                                                        --Registered Trademark--


<PAGE>   164


      AIM GLOBAL
      TELECOMMUNICATIONS AND
      TECHNOLOGY FUND


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

      AIM Global Telecommunications and Technology Fund seeks to provide
      long-term growth of capital.

                                                     AIM--Registered Trademark--

      PROSPECTUS

      FEBRUARY 28, 2000


                                     This prospectus contains important
                                     information about the Class A, B and
                                     C shares of the fund. Please read it
                                     before investing and keep it for
                                     future reference.

                                     As with all other mutual fund
                                     securities, the Securities and
                                     Exchange Commission has not approved
                                     or disapproved these securities or
                                     determined whether the information
                                     in this prospectus is adequate or
                                     accurate. Anyone who tells
                                     you otherwise is committing a crime.


                                     An investment in the fund:


                                        - is not FDIC insured;


                                        - may lose value; and


                                        - is not guaranteed by a bank.



[AIM LOGO APPEARS HERE]                                  INVEST WITH DISCIPLINE

                                                        --Registered Trademark--
<PAGE>   165

                  -------------------------------------------------
                  AIM GLOBAL TELECOMMUNICATIONS AND TECHNOLOGY FUND
                  -------------------------------------------------


TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S>                                      <C>
INVESTMENT OBJECTIVE AND STRATEGIES          1
- - - - - - - - - - - - - - - - - - - - - - - - -
PRINCIPAL RISKS OF INVESTING IN THE FUND     1
- - - - - - - - - - - - - - - - - - - - - - - - -
PERFORMANCE INFORMATION                      3
- - - - - - - - - - - - - - - - - - - - - - - - -
Annual Total Returns                         3

Performance Table                            3

FEE TABLE AND EXPENSE EXAMPLE                4
- - - - - - - - - - - - - - - - - - - - - - - - -
Fee Table                                    4

Expense Example                              4

FUND MANAGEMENT                              5
- - - - - - - - - - - - - - - - - - - - - - - - -
The Advisor                                  5

Advisor Compensation                         5

Portfolio Managers                           5

OTHER INFORMATION                            5
- - - - - - - - - - - - - - - - - - - - - - - - -
Sales Charges                                5

Dividends and Distributions                  5

FINANCIAL HIGHLIGHTS                         6
- - - - - - - - - - - - - - - - - - - - - - - - -
SHAREHOLDER INFORMATION                    A-1
- - - - - - - - - - - - - - - - - - - - - - - - -
Choosing a Share Class                     A-1

Purchasing Shares                          A-3

Redeeming Shares                           A-4

Exchanging Shares                          A-6

Pricing of Shares                          A-8

Taxes                                      A-8

OBTAINING ADDITIONAL INFORMATION    Back Cover
- - - - - - - - - - - - - - - - - - - - - - - - -
</TABLE>



The AIM Family of Funds, The AIM Family of Funds and Design (i.e., the AIM
logo), AIM and Design, AIM, AIM LINK, AIM Institutional Funds, aimfunds.com, La
Familia AIM de Fondos, La Familia AIM de Fondos and Design and Invest with
Discipline are registered service marks and AIM Bank Connection, AIM Funds, AIM
Funds and Design, AIM Internet Connect and AIM Investor are service marks of
A I M Management Group Inc.


No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and you should not rely on such other information or
representations.
<PAGE>   166
               -------------------------------------------------
               AIM GLOBAL TELECOMMUNICATIONS AND TECHNOLOGY FUND
               -------------------------------------------------

INVESTMENT OBJECTIVE AND STRATEGIES
- --------------------------------------------------------------------------------

The fund's investment objective is long-term growth of capital.

  The fund seeks to meet its objective by investing at least 65% of its total
assets in equity securities of domestic and foreign telecommunications and
technology companies. Such companies include those that develop, manufacture, or
sell computer and electronic components and equipment, software, semiconductors,
Internet technology, communications services and equipment, mobile
communications and broadcasting. The fund may also invest up to 35% of its
assets in debt securities issued by domestic and foreign telecommunications and
technology companies, or in equity or debt securities of other companies the
portfolio managers believe will benefit from developments in the
telecommunications and technology industries.

  The fund will normally invest in the securities of companies located in at
least three different countries, including the United States, and may invest a
significant portion of its assets in the securities of U.S. issuers. However,
the fund will invest no more than 40% of its total assets in the securities of
issuers in any one country, other than the U.S. The fund may invest
substantially in securities denominated in one or more currencies.

  The fund may invest in companies located in developing countries, i.e., those
that are in the initial stages of their industrial cycles. The fund may also
invest up to 5% of its total assets in lower-quality debt securities, i.e.,
"junk bonds."

  The portfolio managers allocate the fund's assets among securities of
countries and in currency denominations that are expected to provide the best
opportunities for meeting the fund's investment objective. In analyzing specific
companies for possible investment, the portfolio managers ordinarily look 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. The
portfolio managers consider whether to sell a particular security when any of
those factors materially changes.


  In anticipation of or in response to adverse market conditions, for cash
management purposes or for defensive purposes, the fund may temporarily hold all
or a portion of its assets in cash (U.S. dollars, foreign currencies or
multinational currency units), money market instruments, shares of affiliated
money market funds, or high-quality debt securities. As a result, the fund may
not achieve its investment objective.



  The fund may engage in active and frequent trading of portfolio securities to
achieve its investment objective. If the fund does trade in this way, it may
incur increased transaction costs, which can lower the actual return on your
investment. Active trading may also increase short-term gains and losses, which
may affect the taxes you have to pay.


PRINCIPAL RISKS OF INVESTING IN THE FUND
- --------------------------------------------------------------------------------

There is a risk that you could lose all or a portion of your investment in the
fund. The value of your investment in the fund will go up and down with the
prices of the securities in which the fund invests. The prices of equity
securities change in response to many factors, including the historical and
prospective earnings of the issuer, the value of its assets, general economic
conditions, interest rates, investor perceptions, and market liquidity.

  Because the fund focuses its investments in the telecommunications and
technology industries, the value of your fund shares may rise and fall more than
the value of shares of a fund that invests more broadly.

  The value of the fund's shares is particularly vulnerable to factors affecting
the telecommunications and technology industries, such as substantial government
regulations and the need for governmental approvals, dependency on consumer and
business acceptance as new technologies evolve, and large and rapid price
movements resulting from, among other things, fierce competition in these
industries. Additional factors affecting the technology industry and the value
of your shares include rapid obsolescence of products and services, short
product cycles, and aggressive pricing. Many technology companies are small and
at an earlier state of development and, therefore, may be subject to risks such
as those arising out of limited product lines, markets, and financial and
managerial resources.

  The prices of foreign securities may be further affected by other factors,
including:

- - Currency exchange rates--The dollar value of the fund's foreign investments
  will be affected by changes in the exchange rates between the dollar and the
  currencies in which those investments are traded.

- - Political and economic conditions--The value of the fund's foreign investments
  may be adversely affected by political and social instability in their home
  countries and by changes in economic or taxation policies in those countries.

- - Regulations--Foreign companies generally are subject to less stringent
  regulations, including financial and accounting controls, than are U.S.
  companies. As a result, there generally is less publicly available information
  about foreign companies than about U.S. companies.

- - Markets--The securities markets of other countries are smaller than U.S.
  securities markets. As a result, many foreign securities may be less liquid
  and more volatile than U.S. securities.

                                        1
<PAGE>   167
               -------------------------------------------------
               AIM GLOBAL TELECOMMUNICATIONS AND TECHNOLOGY FUND
               -------------------------------------------------


  These factors may affect the prices of securities issued by foreign companies
and governments located in developing countries more than those in countries
with mature economies. For example, many developing countries have, in the past,
experienced high rates of inflation or sharply devalued their currencies against
the U.S. dollar, thereby causing the value of investments in companies located
in those countries to decline. Transaction costs are often higher in developing
countries and there may be delays in settlement procedures.



  An investment in the fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.


                                        2
<PAGE>   168
               -------------------------------------------------
               AIM GLOBAL TELECOMMUNICATIONS AND TECHNOLOGY FUND
               -------------------------------------------------

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

The bar chart and table shown below provide an indication of the risks of
investing in the fund. The fund's past performance is not necessarily an
indication of its future performance.

ANNUAL TOTAL RETURNS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
The following bar chart shows changes in the performance of the fund's Class A
shares from year to year. The bar chart does not reflect sales loads. If it did,
the annual total returns shown would be lower.

                                    [GRAPH]

<TABLE>
<CAPTION>
                                                                  Annual
Year Ended                                                        Total
December 31                                                       Returns
- -----------                                                       -------
<S>                                                               <C>
1993 ............................................................  47.66%
1994 ............................................................  -4.40%
1995 ............................................................   8.59%
1996 ............................................................   5.24%
1997 ............................................................  13.18%
1998 ............................................................  18.14%
1999 ............................................................ 108.08%
</TABLE>


  During the periods shown in the bar chart, the highest quarterly return was
62.18% (quarter ended December 31, 1999) and the lowest quarterly return was
- -23.98% (quarter ended September 30, 1998).


PERFORMANCE TABLE

The following performance table compares the fund's performance to that of
broad-based securities market index. The fund's performance reflects payment of
sales loads.


<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(for the periods ended                               SINCE     INCEPTION
December 31, 1999)              1 YEAR   5 YEARS   INCEPTION     DATE
- -------------------------------------------------------------------------
<S>                             <C>      <C>       <C>         <C>
Class A                          98.15%   24.80%     20.83%    01/27/92
Class B                         102.04    25.25      23.02     04/01/93
Class C                             --       --         --     03/01/99
S&P 500(1)                       21.03    28.54      20.20(2)  01/31/92(2)
MSCI AC WORLD INDEX(3)           27.31    18.90      15.08(2)  01/31/92(2)
- ------------------------------------------------------------------------
</TABLE>



(1) The Standard & Poor's 500 Index is an unmanaged index of common stocks
    frequently used as a general measure of U.S. stock market performance.
    The fund has elected to use the S&P 500 as its primary index rather than
    the MSCI AC World Index since the S&P 500 more closely reflects the
    performance of the securities in which the fund invests.

(2) The average annual total return given is since the date closest to the
    inception date of the class with the longest performance history.


(3) The Morgan Stanley Capital International All Country World Index measures
    the performance of securities listed on the major world stock exchanges
    of 47 markets, including both developed and emerging markets.



                                        3
<PAGE>   169
               -------------------------------------------------
               AIM GLOBAL TELECOMMUNICATIONS AND TECHNOLOGY FUND
               -------------------------------------------------

FEE TABLE AND EXPENSE EXAMPLE
- --------------------------------------------------------------------------------

FEE TABLE
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund:

<TABLE>
<CAPTION>
SHAREHOLDER FEES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(fees paid directly from
your investment)                CLASS A   CLASS B   CLASS C
- -----------------------------------------------------------
<S>                             <C>       <C>       <C>
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of
offering price)                 4.75%      None      None

Maximum Deferred
Sales Charge (Load)
(as a percentage of
original purchase
price or redemption
proceeds, whichever
is less)                        None(1)    5.00%     1.00%
- ----------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(expenses that are deducted
from fund assets)               CLASS A   CLASS B   CLASS C
- -----------------------------------------------------------
<S>                             <C>       <C>       <C>
Management Fees                 0.95%      0.95%     0.95%
Distribution and/or
Service (12b-1) Fees            0.50       1.00      1.00
Other Expenses                  0.32       0.33      0.33
Total Annual Fund
Operating Expenses              1.77       2.28      2.28
- -----------------------------------------------------------
</TABLE>

(1) If you buy $1,000,000 or more of Class A shares and redeem these shares
    within 18 months from the date of purchase, you may pay a 1% contingent
    deferred sales charge (CDSC) at the time of redemption.

As a result of 12b-1 fees, long-term shareholders in the fund may pay more than
the maximum permitted initial sales charge.

EXPENSE EXAMPLE
This example is intended to help you compare the costs of investing in different
classes of the fund with the cost of investing in other mutual funds.

  The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. Although your actual returns and
costs may be higher or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
             1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ---------------------------------------------------
<S>           <C>      <C>       <C>       <C>
Class A       $646    $1,006    $1,389     $2,460
Class B        731     1,012     1,420      2,488
Class C        331       712     1,220      2,615
- ---------------------------------------------------
</TABLE>

You would pay the following expenses if you did not redeem your shares:

<TABLE>
<CAPTION>
             1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class  A....  $646    $1,006    $1,389     $2,460
Class  B....   231       712     1,220      2,488
Class  C....   231       712     1,220      2,615
- ----------------------------------------------------
</TABLE>

                                       4
<PAGE>   170
               -------------------------------------------------
               AIM GLOBAL TELECOMMUNICATIONS AND TECHNOLOGY FUND
               -------------------------------------------------

FUND MANAGEMENT
- --------------------------------------------------------------------------------

THE ADVISOR

A I M Advisors, Inc. (the advisor) serves as the fund's investment advisor and
is responsible for its day-to-day management. The advisor is located at 11
Greenway Plaza, Suite 100, Houston, Texas 77046-1173. The advisor supervises all
aspects of the fund's operations and provides investment advisory services to
the fund, including obtaining and evaluating economic, statistical and financial
information to formulate and implement investment programs for the fund.


  The advisor has acted as an investment advisor since its organization in 1976.
Today, the advisor, together with its subsidiaries, advises or manages over 120
investment portfolios, including the fund, encompassing a broad range of
investment objectives.


ADVISOR COMPENSATION


During the fiscal year ended October 31, 1999, the advisor received compensation
of 0.95% of average daily net assets.

PORTFOLIO MANAGERS

The advisor uses a team approach to investment management. The individual
members of the team who are primarily responsible for the day-to-day management
of the fund's portfolio, all of whom are officers of A I M Capital Management,
Inc., a wholly owned subsidiary of the advisor are


- - David P. Barnard, Senior Portfolio Manager, who has been responsible for the
  fund since 1999 and has been associated with the advisor and/or its affiliates
  since 1982.

- - Claude C. Cody IV, Senior Portfolio Manager, who has been responsible for the
  fund since 1999 and has been associated with the advisor and/or its affiliates
  since 1992.


- - Jason T. Holzer, Portfolio Manager, who has been responsible for the fund
  since 2000 and has been associated with the advisor and/or its affiliates
  since 1996. From 1994 to 1996, he was an associate with JMB Realty.


- - Robert M. Kippes, Senior Portfolio Manager, who has been responsible for the
  fund since 1999 and has been associated with the advisor and/or its affiliates
  since 1989.

- - Jonathan C. Schoolar, Senior Portfolio Manager, who has been responsible for
  the fund since 1999 and has been associated with the advisor and/or its
  affiliates since 1986.

- - Kenneth A. Zschappel, Senior Portfolio Manager, who has been responsible for
  the fund since 1999 and has been associated with the advisor and/or its
  affiliates since 1990.




OTHER INFORMATION
- --------------------------------------------------------------------------------

SALES CHARGES

Purchases of Class A shares of AIM Global Telecommunications and Technology Fund
are subject to the maximum 4.75% initial sales charge as listed under the
heading "CATEGORY II Initial Sales Charges" in the "Shareholder
Information--Choosing a Share Class" section of this prospectus. Purchases of
Class B and Class C shares are subject to the contingent deferred sales charges
listed in that section.

DIVIDENDS AND DISTRIBUTIONS


The fund expects that its distributions will consist primarily of capital gains.


DIVIDENDS

The fund generally declares and pays dividends, if any, annually.

CAPITAL GAINS DISTRIBUTIONS


The fund generally distributes long-term and short-term capital gains, if any,
annually.

                                        5
<PAGE>   171
               -------------------------------------------------
               AIM GLOBAL TELECOMMUNICATIONS AND TECHNOLOGY FUND
               -------------------------------------------------

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the fund's
financial performance. Certain information reflects financial results for a
single fund share.

  The total returns in the table represent the rate that an investor would have
earned (or lost) on an investment in the fund (assuming reinvestment of all
dividends and distributions).

  This information has been audited by PricewaterhouseCoopers LLP, whose report,
along with the fund's financial statements, is included in the fund's annual
report, which is available upon request.


<TABLE>
<CAPTION>
                                                                              CLASS A
                                                  -----------------------------------------------------------------
                                                                        YEAR ENDED OCTOBER 31,
                                                     1999          1998(a)    1997(a)     1996(a)        1995
- -------------------------------------------------------------------------------------------------------------------
<S>                                               <C>             <C>        <C>        <C>          <C>
Net asset value, beginning of period              $     16.28      $  18.04   $  16.69   $    16.42  $       17.80
Income from investment operations:
  Net investment income (loss)                          (0.25)        (0.17)     (0.17)       (0.13)         (0.09)
  Net realized and unrealized gain (loss) on
    investments                                         10.97         (0.39)      2.93         1.22          (0.43)
    Net increase (decrease) from investment
      operations                                        10.72         (0.56)      2.76         1.09          (0.52)
Distributions to shareholders:
  From net realized gain on investments                 (0.56)        (1.20)     (1.41)       (0.82)         (0.86)
Net asset value, end of period                    $     26.44      $  16.28   $  18.04   $    16.69  $       16.42
Total return(b)                                         67.63%        (3.16)%    17.70%        7.00%         (2.88)%
- --------------------------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- --------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)               $ 1,023,124      $713,904   $910,801   $1,204,428     $1,353,722
Ratio of net investment income (loss) to average
  net assets                                            (1.11)%(c)    (0.93)%    (1.06)%      (0.89)%        (0.55)%
Ratio of expenses to average net assets                  1.77%(c)      1.88%      1.84%        1.79%          1.83%
Portfolio turnover rate                                   122%           75%        35%          37%            62%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>



(a) These selected per share data were calculated based upon the average shares
    outstanding during the period.

(b) Total return does not include sales charges.

(c) Ratios are based on average net assets of $862,610,444.

N/A Not applicable.

                                       6
<PAGE>   172
               -------------------------------------------------
               AIM GLOBAL TELECOMMUNICATIONS AND TECHNOLOGY FUND
               -------------------------------------------------


FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                          CLASS B
                                                  -------------------------------------------------------------
                                                                   YEAR ENDED OCTOBER 31,
                                                      1999     1998(a)    1997(a)     1996(a)       1995
- ---------------------------------------------------------------------------------------------------------------
<S>                                               <C>        <C>        <C>        <C>          <C>
Net asset value, beginning of period              $   15.76  $   17.58  $   16.37  $     16.20  $       17.66
Income from investment operations:
  Net investment income (loss)                        (0.35)     (0.25)     (0.25)       (0.23)         (0.17)
  Net realized and unrealized gain (loss) on
    investments                                       10.58      (0.37)      2.87         1.22          (0.43)
    Net increase (decrease) from investment
      operations                                      10.23      (0.62)      2.62         0.99          (0.60)
Distributions to shareholders:
  From net realized gain on investments               (0.56)     (1.20)     (1.41)       (0.82)         (0.86)
Net asset value, end of period                    $   25.43  $   15.76  $   17.58  $     16.37  $       16.20
Total return(b)                                       66.84%     (3.67)%    17.15%        6.46%         (3.37)%
- ---------------------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- ---------------------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)               $ 898,400   $614,715   $805,535   $1,007,654     $1,111,520
Ratio of net investment income (loss) to average
  net assets                                          (1.62)%(c) (1.43)%    (1.56)%      (1.39)%        (1.05)%
Ratio of expenses to average net assets                2.28%(c)   2.38%      2.34%        2.29%          2.33%
Portfolio turnover rate                                 122%        75%        35%          37%            62%
- ---------------------------------------------------------------------------------------------------------------
</TABLE>



(a) These selected per share data were calculated based upon the average shares
    outstanding during the period.


(b) Total return does not include sales charges.


(c) Ratios are based on average net assets of $760,527,702.


N/A Not applicable.



<TABLE>
<CAPTION>
                                                                 CLASS C
                                                              --------------
                                                              MARCH 1, 1999
                                                              TO OCTOBER 31,
                                                                   1999
- ----------------------------------------------------------------------------
<S>                                                           <C>
Net asset value, beginning of period                             $ 19.23
Income from investment operations:
  Net investment income (loss)                                     (0.11)
  Net realized and unrealized gain (loss) on investments            6.31
    Net increase (decrease) from investment operations              6.20
Distributions to shareholders:
  From net realized gain on investments                               --
Net asset value, end of period                                   $ 25.43
Total return(a)                                                    32.24%
- ----------------------------------------------------------------------------
Ratios and supplemental data:
- ----------------------------------------------------------------------------
Net assets, end of period (in 000's)                             $12,352
Ratio of net investment income (loss) to average net assets        (1.62)%(b)
Ratio of expenses to average net assets                             2.28%(b)
Portfolio turnover rate                                              122%
- ----------------------------------------------------------------------------
</TABLE>



(a) Total return does not include sales charges and is not annualized for
    periods less than one year.


(b) Ratios are annualized and based on average net assets of $4,047,890.


                                        7
<PAGE>   173
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to
many other mutual funds (the AIM Funds). The following information is about all
the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing
an interest in the same portfolio of investments. When choosing a share class,
you should consider the factors below:

<TABLE>
<CAPTION>
CLASS A                              CLASS B                              CLASS C
- ---------------------------------------------------------------------------------------------------------
<S>                                  <C>                                  <C>
- - Initial sales charge               - No initial sales charge            - No initial sales charge

- - Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain purchases         charge on redemptions within         charge on redemptions within
                                       six years                            one year

- - Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares         - Does not convert to Class A
                                       after eight years along with a       shares
                                       pro rata portion of its
                                       reinvested dividends and
                                       distributions(1)

- - Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors
</TABLE>

      (1) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve
          Shares.

          AIM Global Trends Fund: If you held Class B shares on May 29,
          1998 and continue to hold them, those shares will convert to
          Class A shares of that fund seven years after your date of
          purchase. If you exchange those shares for Class B shares of
          another AIM Fund, the shares into which you exchanged will
          not convert to Class A shares until eight years after your
          date of purchase of the original shares.

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

DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans
that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc.
(the distributor) for the sale and distribution of its shares and fees for
services provided to shareholders, all or a substantial portion of which are
paid to the dealer of record. Because the AIM Fund pays these fees out of its
assets on an ongoing basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.

SALES CHARGES

Generally, you will not pay a sales charge on purchases or redemptions of Class
A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money
Market Fund. You may be charged a contingent deferred sales charge if you redeem
AIM Cash Reserve Shares of AIM Money Market Fund acquired through certain
exchanges. Sales charges on all other AIM Funds and classes of those Funds are
detailed below. As used below, the term "offering price" with respect to all
categories of Class A shares includes the initial sales charge.

INITIAL SALES CHARGES

The AIM Funds are grouped into three categories with respect to initial sales
charges. The "Other Information" section of your prospectus will tell you in
what category your particular AIM Fund is classified.

<TABLE>
<CAPTION>
             CATEGORY I INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
            Less than $  25,000       5.50%          5.82%
$ 25,000 but less than $  50,000      5.25           5.54
$ 50,000 but less than $ 100,000      4.75           4.99
$100,000 but less than $ 250,000      3.75           3.90
$250,000 but less than $ 500,000      3.00           3.09
$500,000 but less than $1,000,000     2.00           2.04
- -------------------------------------------------------------
</TABLE>


                                      A-1                            MCF--02/00


<PAGE>   174
                                 -------------
                                 THE AIM FUNDS
                                 -------------

<TABLE>
<CAPTION>
CATEGORY II INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                             INVESTOR'S
                                            SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
             Less than $   50,000      4.75%          4.99%
$ 50,000 but less than $  100,000      4.00           4.17
$100,000 but less than $  250,000      3.75           3.90
$250,000 but less than $  500,000      2.50           2.56
$500,000 but less than $1,000,000      2.00           2.04
- -------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
CATEGORY III INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                                <C>              <C>
             Less than $  100,000      1.00%          1.01%
$100,000 but less than $  250,000      0.75           0.76
$250,000 but less than $1,000,000      0.50           0.50
- -------------------------------------------------------------
</TABLE>

CONTINGENT DEFERRED SALES CHARGES FOR CLASS A SHARES

You can purchase $1,000,000 or more of Class A shares at net asset value.
However, if you purchase shares of that amount in Categories I or II, they will
be subject to a contingent deferred sales charge (CDSC) of 1% if you redeem them
prior to 18 months after the date of purchase. The distributor may pay a dealer
concession and/or a service fee for purchases of $1,000,000 or more.

CONTINGENT DEFERRED SALES CHARGES FOR
CLASS B AND CLASS C SHARES

You can purchase Class B and Class C shares at their net asset value per share.
However, when you redeem them, they are subject to a CDSC in the following
percentages:

<TABLE>
<CAPTION>
YEAR SINCE
PURCHASE MADE          CLASS B            CLASS C
- ----------------------------------------------------------
<S>                   <C>                <C>
First                         5%                 1%
Second                        4                None
Third                         3                None
Fourth                        3                None
Fifth                         2                None
Sixth                         1                None
Seventh and following       None               None
- ----------------------------------------------------------
</TABLE>

COMPUTING A CDSC

The CDSC on redemptions of shares is computed based on the lower of their
original purchase price or current market value, net of reinvested dividends and
capital gains distributions. In determining whether to charge a CDSC, we will
assume that you have redeemed shares on which there is no CDSC first and, then,
shares in the order of purchase.

REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS

You may qualify for reduced sales charges or sales charge exceptions. To qualify
for these reductions or exceptions, you or your financial consultant must
provide sufficient information at the time of purchase to verify that your
purchase qualifies for such treatment.

REDUCED SALES CHARGES

You may be eligible to buy Class A shares at reduced initial sales charge rates
under Rights of Accumulation or Letters of Intent under certain circumstances.

Rights of Accumulation

You may combine your new purchases of Class A shares with Class A shares
currently owned for the purpose of qualifying for the lower initial sales charge
rates that apply to larger purchases. The applicable initial sales charge for
the new purchase is based on the total of your current purchase and the current
value of all Class A shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount
of Class A shares of AIM Funds during a 13-month period. The amount you agree to
purchase determines the initial sales charge you pay. If the full face amount of
the LOI is not invested by the end of the 13-month period, your account will be
adjusted to the higher initial sales charge level for the amount actually
invested.

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- - on shares purchased by reinvesting dividends and distributions;

- - when exchanging shares among certain AIM Funds;

- - when using the reinstatement privilege; and

- - when a merger, consolidation, or acquisition of assets of an AIM Fund occurs.

CONTINGENT DEFERRED SALES CHARGE (CDSC) EXCEPTIONS

You will not pay a CDSC

- - if you redeem Class B shares you held for more than six years;

- - if you redeem Class C shares you held for more than one year;

- - if you redeem shares acquired through reinvestment of dividends and
  distributions; and

- - on increases in the net asset value of your shares.

There may be other situations when you may be able to purchase or redeem shares
at reduced or without sales charges. Consult the fund's Statement of Additional
Information for details.


MCF--02/00                            A-2


<PAGE>   175
                                 -------------
                                 THE AIM FUNDS
                                 -------------


PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Mid
Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

<TABLE>
<CAPTION>
                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
- ----------------------------------------------------------------------------------------------------------------
<S>                                              <C>                                         <C>
Savings Plans (money-purchase/profit sharing     $ 0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)
Automatic Investment Plans                        50                                                 50
IRA, Education IRA or Roth IRA                   250                                                 50
All other accounts                               500                                                 50
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

HOW TO PURCHASE SHARES

You may purchase shares using one of the options below.

PURCHASE OPTIONS


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
- ----------------------------------------------------------------------------------------------------------
<S>                             <C>                                    <C>
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and purchase payment to the            slip from your confirmation
                                transfer agent,                        statement to the transfer agent.
                                A I M Fund Services, Inc.,
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By AIM Bank Connection(SM)      Open your account using one of the     Mail completed AIM Bank Connection
                                methods described above.               form to the transfer agent. Once
                                                                       the transfer agent has received the
                                                                       form, call the transfer agent to
                                                                       place your purchase order.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. The
                                                                       maximum purchase amount per
                                                                       transaction is $100,000. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
- ----------------------------------------------------------------------------------------------------------
</TABLE>


                                      A-3                            MCF--02/00


<PAGE>   176
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing
the AIM Fund to withdraw the amount of your investment from your bank account on
a day or dates you specify and in an amount of at least $50. You may stop the
Automatic Investment Plan at any time by giving the transfer agent notice ten
days prior to your next scheduled withdrawal.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic monthly or quarterly
exchanges, if permitted, from one AIM Fund account to one or more other AIM Fund
accounts with the identical registration. The account from which exchanges are
to be made must have a minimum balance of $5,000 before you can use this option.
Exchanges will occur on (or about) the 10th or 25th day of the month, whichever
you specify, in the amount you specify. The minimum amount you can exchange to
another AIM Fund is $50.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any
AIM Fund at net asset value. Unless you specify otherwise, your dividends and
distributions will automatically be reinvested in the same AIM Fund. You may
invest your dividends and distributions (1) into another AIM Fund in the same
class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM
Money Market Fund, or vice versa.

  You must comply with the following requirements to be eligible to invest your
dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at
    least $5,000; or (b) in the AIM Fund receiving the dividend must be at least
    $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into
    another AIM Fund.

PORTFOLIO REBALANCING PROGRAM

If you have at least $5,000 in your account, you may participate in the
Portfolio Rebalancing Program. Under this Program, you can designate how the
total value of your AIM Fund holdings should be rebalanced, on a percentage
basis, between two and ten of your AIM Funds on a quarterly, semiannual or
annual basis. Your portfolio will be rebalanced through the exchange of shares
in one or more of your AIM Funds for shares of the same class of one or more
other AIM Funds in your portfolio. If you wish to participate in the Program,
make changes or cancel the Program, the transfer agent must receive your request
to participate, changes, or cancellation in good order at least five business
days prior to the next rebalancing date, which is normally the 28th day of the
last month of the period you choose. You may realize taxable gains from these
exchanges. We may modify, suspend or terminate the Program at any time on 60
days' prior written notice.

RETIREMENT PLANS

Shares of most of the AIM Funds can be purchased through tax-sheltered
retirement plans made available to corporations, individuals and employees of
non-profit organizations and public schools. A plan document must be adopted to
establish a retirement plan. You may use AIM Funds-sponsored retirement plans,
which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans,
SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or
another sponsor's retirement plan. The plan custodian of the AIM Funds-sponsored
retirement plan assesses an annual maintenance fee of $10. Contact your
financial consultant for details.

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. However, if
you acquired Class A shares of AIM Developing Markets Fund in connection with
the reorganization of AIM Eastern Europe Fund, you will be charged a redemption
fee of 2% of the net asset value of those shares, which will be paid to AIM
Developing Markets Fund, if you redeem your shares within the first year after
the reorganization. Your broker or financial consultant may charge service fees
for handling redemption transactions. Your shares also may be subject to a
contingent deferred sales charge (CDSC).

REDEMPTION OF AIM CASH RESERVE SHARES OF
AIM MONEY MARKET FUND ACQUIRED BY EXCHANGE

If you redeem AIM Cash Reserve Shares acquired by exchange from Class A shares
subject to a CDSC within 18 months of the purchase of the Class A shares, you
will be charged a CDSC.

REDEMPTION OF CLASS B SHARES OR CLASS C
SHARES ACQUIRED BY EXCHANGE FROM AIM CASH
RESERVE SHARES OF AIM MONEY MARKET FUND

We will begin the holding period for purposes of calculating the CDSC on Class B
shares or Class C shares acquired by exchange from AIM Cash Reserve Shares of
AIM Money Market Fund at the time of the exchange into Class B shares or Class C
shares.

REDEMPTION OF CLASS B SHARES ACQUIRED BY
EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM
Floating Rate Fund, the early withdrawal charge applicable to shares of AIM
Floating Rate Fund will be applied instead of the CDSC normally applicable to
Class B shares.


MCF--02/00                            A-4


<PAGE>   177
                                 -------------
                                 THE AIM FUNDS
                                 -------------

HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

<TABLE>
<S>                           <C>
Through a Financial           Contact your financial consultant.
Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM Fund and your account number; (3) if
                              the transfer agent does not hold your shares, endorsed share
                              certificates or share certificates accompanied by an
                              executed stock power; and (4) signature guarantees, if
                              necessary (see below). The transfer agent may require that
                              you provide additional information, such as corporate
                              resolutions or powers of attorney, if applicable. If you are
                              redeeming from an IRA account, you must include a statement
                              of whether or not you are at least 59 1/2 years old and
                              whether you wish to have federal income tax withheld from
                              your proceeds. The transfer agent may require certain other
                              information before you can redeem from an employer-sponsored
                              retirement plan. Contact your employer for details.

By Telephone                  Call the transfer agent. You will be allowed to redeem by
                              telephone if (1) the proceeds are to be mailed to the
                              address on record (if there has been no change communicated
                              to us within the last 30 days) or transferred electronically
                              to a pre-authorized checking account; (2) you do not hold
                              physical share certificates; (3) you can provide proper
                              identification information; (4) the proceeds of the
                              redemption do not exceed $50,000; and (5) you have not
                              previously declined the telephone redemption privilege.
                              Certain accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. The transfer agent
                              must receive your call during the hours of the customary
                              trading session of the New York Stock Exchange (NYSE) in
                              order to effect the redemption at that day's closing price.

By AIM Internet Connect       Place your redemption request at www.aimfunds.com. You will
                              be allowed to redeem by internet if (1) you do not hold
                              physical share certificates; (2) you can provide proper
                              identification information; (3) the proceeds of the
                              redemption do not exceed $50,000; and (4) you have
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. The
                              transfer agent must confirm your transaction during the
                              hours of the customary trading session of the NYSE in order
                              to effect the redemption at that day's closing price.
</TABLE>

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

TIMING AND METHOD OF PAYMENT

We normally will send out checks within one business day, and in any event no
more than seven days, after we accept your request to redeem. If you redeem
shares recently purchased by check, you will be required to wait up to ten
business days before we will send your redemption proceeds. This delay is
necessary to ensure that the purchase check has cleared.

REDEMPTION BY MAIL

If you mail us a request in good order to redeem your shares, we will mail you a
check in the amount of the redemption proceeds to the address on record with us.
If your request is not in good order, you may have to provide us with additional
documentation in order to redeem your shares.

REDEMPTION BY TELEPHONE

If you redeem by telephone, we will mail you a check in the amount of the
redemption proceeds to your address of record (if there has been no change
communicated to the transfer agent within the previous 30 days) or transmit them
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by telephone are genuine and are not
liable for telephone instructions that are reasonably believed to be genuine.

REDEMPTION BY INTERNET

If you redeem by internet, we will transmit your redemption proceeds
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by internet are genuine and are not
liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

You may arrange for regular monthly or quarterly withdrawals from your account
of at least $50. You also may make annual withdrawals if you own Class A shares.
We will redeem enough shares from your account to cover the amount withdrawn.
You must have an account balance of at least $5,000 to establish a Systematic
Withdrawal Plan. You can stop this plan at any time by giving ten days prior
notice to the transfer agent.

EXPEDITED REDEMPTIONS

(AIM Cash Reserve Shares of AIM Money Market Fund only)

If we receive your redemption order before 11:30 a.m. Eastern Time, we will try
to transmit payment of redemption proceeds on that same day. If we receive your
redemption order after 11:30 a.m. Eastern Time and before the close of the
customary trading session of the NYSE, we generally will transmit payment on the
next business day.


                                      A-5                            MCF--02/00


<PAGE>   178
                                 -------------
                                 THE AIM FUNDS
                                 -------------

REDEMPTIONS BY CHECK

(Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM
Money Market Fund only)

You may redeem shares of these AIM Funds by writing checks in amounts of $250 or
more if you have completed an authorization form. Redemption by check is not
available for retirement accounts.

SIGNATURE GUARANTEES

We require a signature guarantee when you redeem by mail and

(1) the amount is greater than $50,000;

(2) you request that payment be made to someone other than the name registered
    on the account;

(3) you request that payment be sent somewhere other than the bank of record on
    the account; or

(4) you request that payment be sent to a new address or an address that changed
    in the last 30 days.

The transfer agent will accept a guarantee of your signature by a number of
financial institutions. Call the transfer agent for additional information. Some
institutions have transaction amount maximums for these guarantees. Please check
with the guarantor institution.

REINSTATEMENT PRIVILEGE (Class A shares only)

You may, within 90 days after you sell Class A shares (except Class A shares of
AIM Tax-Exempt Cash Fund), reinvest all or part of your redemption proceeds in
Class A shares of any AIM Fund at net asset value in an identically registered
account. If you sold Class A shares of AIM Limited Maturity Treasury Fund or AIM
Tax-Free Intermediate Fund, you will incur an initial sales charge reflecting
the difference between the initial sales charges on those Funds and the ones in
which you will be investing. In addition, if you paid a contingent deferred
sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC
if you later redeem that amount. You must notify the transfer agent in writing
at the time you reinstate that you are exercising your reinstatement privilege.
You may exercise this privilege only once per year.

REDEMPTIONS BY THE AIM FUNDS

If your account has been open at least one year, you have not made an additional
purchase in the account during the past six calendar months, and the value of
your account falls below $500 for three consecutive months due to redemptions or
exchanges (excluding retirement accounts), the AIM Funds have the right to
redeem the account after giving you 60 days' prior written notice. You may avoid
having your account redeemed during the notice period by bringing the account
value up to $500 or by utilizing the Automatic Investment Plan.
  If an AIM Fund determines that you have not provided a correct Social Security
or other tax ID number on your account application, the AIM Fund may, at its
discretion, redeem the account and distribute the proceeds to you.

EXCHANGING SHARES

You may, under certain circumstances, exchange shares in one AIM Fund for those
of another AIM Fund. Before requesting an exchange, review the prospectus of the
AIM Fund you wish to acquire. Exchange privileges also apply to holders of the
Connecticut General Guaranteed Account, established for tax-qualified group
annuities, for contracts purchased on or before June 30, 1992.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the
same class of another AIM Fund. You may exchange AIM Cash Reserve Shares of AIM
Money Market Fund for Class A shares of another AIM Fund, or vice versa. You
also may exchange AIM Cash Reserve Shares of AIM Money Market Fund for Class B
shares or Class C shares of another AIM Fund, but only if the AIM Cash Reserve
Shares were purchased directly and not acquired by exchange. You may be required
to pay an initial sales charge when exchanging from a Fund with a lower initial
sales charge than the one into which you are exchanging. If you exchange from
Class A shares not subject to a CDSC into Class A shares subject to those
charges, you will be charged a CDSC when you redeem the exchanged shares. The
CDSC charged on redemption of those shares will be calculated starting on the
date you acquired those shares through exchange.



YOU WILL NOT PAY A SALES CHARGE WHEN EXCHANGING:

(1) Class A shares with an initial sales charge (except for Class A shares of
    AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for
    Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money
    Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
    Intermediate Fund for

    (a) one another;

    (b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of
        AIM Tax-Exempt Cash Fund; or

    (c) Class A shares of another AIM Fund, but only if

       (i)  you acquired the original shares before May 1, 1994; or

       (ii) you acquired the original shares on or after May 1, 1994 by way of
            an exchange from shares with higher sales charges;

(3) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM
    Tax-Exempt Cash Fund for

    (a) one another;

    (b) Class A shares of an AIM Fund subject to an initial sales charge (except
        for Class A shares of AIM Limited


MCF--02/00                            A-6


<PAGE>   179
                                 -------------
                                 THE AIM FUNDS
                                 -------------

        Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), but only if
        you acquired the original shares

       (i)  prior to May 1, 1994 by exchange from Class A shares subject to an
            initial sales charge;

       (ii) on or after May 1, 1994 by exchange from Class A shares subject to
            an initial sales charge (except for Class A shares of AIM Limited
            Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

    (c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
        Intermediate Fund, but only if you acquired the original shares by
        exchange from Class A shares subject to an initial sales charge; or

(4) Class B shares for other Class B shares, and Class C shares for other Class
    C shares.

(5) AIM Cash Reserve Shares of AIM Money Market Fund for Class B shares and
    Class C shares.

EXCHANGES NOT PERMITTED

You may not exchange Class A shares subject to contingent deferred sales charges
for Class A shares of AIM Limited Maturity Treasury Fund, AIM Tax-Free
Intermediate Fund or AIM Tax-Exempt Cash Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- - You must meet the minimum purchase requirements for the AIM Fund into which
  you are exchanging;

- - Shares of the AIM Fund you wish to acquire must be available for sale in your
  state of residence;

- - Exchanges must be made between accounts with identical registration
  information;

- - The account you wish to exchange from must have a certified tax identification
  number (or the Fund has received an appropriate Form W-8 or W-9);

- - Shares must have been held for at least one day prior to the exchange;

- - If you have physical share certificates, you must return them to the transfer
  agent prior to the exchange; and

- - You are limited to a maximum of 10 exchanges per calendar year, because
  excessive short-term trading or market-timing activity can hurt fund
  performance. If you exceed that limit, or if an AIM Fund or the distributor
  determines, in its sole discretion, that your short-term trading is excessive
  or that you are engaging in market-timing activity, it may reject any
  additional exchange orders. An exchange is the movement out of (redemption)
  one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM Fund may delay the purchase of shares
being acquired in an exchange for up to five business days if it determines that
it would be materially disadvantaged by the immediate transfer of exchange
proceeds. There is no fee for exchanges. The exchange privilege is not an option
or right to purchase shares. Any of the participating AIM Funds or the
distributor may modify or discontinue this privilege at any time.

BY MAIL

If you wish to make an exchange by mail, you must include original signatures of
each registered owner exactly as the shares are registered, the account
registration and account number, the dollar amount or number of shares to be
exchanged and the names of the AIM Funds from which and into which the exchange
is to be made.

BY TELEPHONE

Conditions that apply to exchanges by telephone are the same as redemptions by
telephone, including that the transfer agent must receive exchange requests
during the hours of the customary trading session of the NYSE; however, you
still will be allowed to exchange by telephone even if you have changed your
address of record within the preceding 30 days.

BY INTERNET

You will be allowed to exchange by internet if (1) you do not hold physical
share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time
you held the original shares will be added to the holding period of the Class B
or Class C shares, respectively, into which you exchanged for the purpose of
calculating contingent deferred sales charges (CDSC) if you later redeem the
exchanged shares. If you redeem Class B shares acquired by exchange via a tender
offer by AIM Floating Rate Fund, you will be credited with the time period you
held the shares of AIM Floating Rate Fund for the purpose of computing the early
withdrawal charge applicable to those shares.

- --------------------------------------------------------------------------------
 EACH AIM FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO:

 - REJECT OR CANCEL ANY PART OF ANY PURCHASE OR EXCHANGE ORDER;

 - MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY AIM FUND;

 - REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND
   SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

 - WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.
- --------------------------------------------------------------------------------


                                      A-7                            MCF--02/00


<PAGE>   180
                                 -------------
                                 THE AIM FUNDS
                                 -------------

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The
AIM Funds value portfolio securities for which market quotations are readily
available at market value. The AIM Funds value short-term investments maturing
within 60 days at amortized cost, which approximates market value. AIM Money
Market Fund and AIM Tax-Exempt Cash Fund value all of their securities at
amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund, AIM
Tax-Exempt Bond Fund of Connecticut and AIM Tax-Free Intermediate Fund value
variable rate securities that have an unconditional demand or put feature
exercisable within seven days or less at par, which reflects the market value of
such securities.


  The AIM Funds value all other securities and assets at their fair value.
Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day. In addition, if,
between the time trading ends on a particular security and the close of the
customary trading session of the NYSE, events occur that materially affect the
value of the security, the AIM Funds may value the security at its fair value as
determined in good faith by or under the supervision of the Board of Directors
or Trustees of the AIM Fund. The effect of using fair value pricing is that an
AIM Fund's net asset value will be subject to the judgment of the Board of
Directors or Trustees or its designee instead of being determined by the market.
Because some of the AIM Funds may invest in securities that are primarily listed
on foreign exchanges, the value of those funds' assets may change on days when
you will not be able to purchase or redeem fund shares.


  Each AIM Fund determines the net asset value of its shares as of the close of
the customary trading session of the NYSE on each day the NYSE is open for
business. AIM Money Market Fund also determines its net asset value as of 12:00
noon Eastern Time on each day the NYSE is open for business.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary
trading session of the NYSE. The AIM Funds price purchase, exchange and
redemption orders at the net asset value calculated after the transfer agent
receives an order in good form. An AIM Fund may postpone the right of redemption
only under unusual circumstances, as allowed by the Securities and Exchange
Commission, such as when the NYSE restricts or suspends trading.

TAXES

In general, dividends and distributions you receive are taxable as ordinary
income or long-term capital gains for federal income tax purposes, whether you
reinvest them in additional shares or take them in cash. Distributions are
taxable to you at different rates depending on the length of time the fund holds
its assets. Different tax rates apply to ordinary income and long-term capital
gain distributions, regardless of how long you have held your shares. Every
year, you will be sent information showing the amount of dividends and
distributions you received from each AIM Fund during the prior year.

  Any long-term or short-term capital gains realized from redemptions of AIM
Fund shares will be subject to federal income tax. Exchanges of shares for
shares of another AIM Fund are treated as a sale, and any gain realized on the
transaction will generally be subject to federal income tax.

  INVESTORS IN TAX-EXEMPT FUNDS SHOULD READ THE INFORMATION UNDER THE HEADING
"OTHER INFORMATION -- SPECIAL TAX INFORMATION REGARDING THE FUND" IN THIS
PROSPECTUS.

  The foreign, state and local tax consequences of investing in AIM Fund shares
may differ materially from the federal income tax consequences described above.
You should consult your tax advisor before investing.


MCF--02/00                            A- 8


<PAGE>   181
               -------------------------------------------------
               AIM GLOBAL TELECOMMUNICATIONS AND TECHNOLOGY FUND
               -------------------------------------------------

OBTAINING ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

More information may be obtained free of charge upon request. The Statement of
Additional Information (SAI), a current version of which is on file with the
Securities and Exchange Commission (SEC), contains more details about the fund
and is incorporated by reference into the prospectus
(is legally a part of this prospectus). Annual and semiannual reports to
shareholders contain additional information about the fund's investments. The
fund's annual report also discusses the market conditions and investment
strategies that significantly affected the fund's performance during its last
fiscal year.
  If you have questions about this fund, another fund in The AIM Family of
Funds--Registered Trademark-- or your account, or wish to obtain free copies of
the fund's current SAI or annual or semiannual reports, please contact us

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

<TABLE>
<S>                          <C>
BY MAIL:                     A I M Fund Services,
                             Inc.
                             P.O. Box 4739
                             Houston, TX 77210-4739

BY TELEPHONE:                (800) 347-4246

BY E-MAIL:                   [email protected]

ON THE INTERNET:             http://www.aimfunds.com
                             (prospectuses and annual
                             and semiannual reports
                             only)
- -----------------------------------------------------
</TABLE>


You also can review and obtain copies of the fund's SAI, reports and other
information at the SEC's Public Reference Room in Washington, DC; on the EDGAR
database on the SEC's Internet website (http://www.sec.gov); or, after paying a
duplication fee, by sending a letter to the SEC's Public Reference Section,
Washington, DC 20549-0102 or by sending an electronic mail request to
[email protected]. Please call the SEC at 1-202-942-8090 for information about
the Public Reference Room.


- --------------------------------------------------
 AIM Global Telecommunications and Technology Fund
 SEC 1940 Act file number: 811-05426
- --------------------------------------------------

[AIM LOGO APPEARS HERE]   www.aimfunds.com   GTL-PRO-1   INVEST WITH DISCIPLINE
                                                        --Registered Trademark--
<PAGE>   182
        AIM LATIN AMERICAN
        GROWTH FUND
        ------------------------------------------------------------------------

        AIM LATIN AMERICAN GROWTH FUND SEEKS TO PROVIDE GROWTH OF CAPITAL.


                                                    AIM --Registered Trademark--
        PROSPECTUS
        FEBRUARY 28, 2000


                                       This prospectus contains important
                                       information about the Class A, B and C
                                       shares of the fund. Please read it
                                       before investing and keep it for
                                       future reference.

                                       As with all other mutual fund
                                       securities, the Securities and
                                       Exchange Commission has not approved
                                       or disapproved these securities or
                                       determined whether the information
                                       in this prospectus is adequate or
                                       accurate. Anyone who tells you
                                       otherwise is committing a crime.


                                       An investment in the fund:
                                       o  is not FDIC insured;
                                       o  may lose value; and
                                       o  is not guaranteed by a bank.



        [AIM LOGO APPEARS HERE]                         INVEST WITH DISCIPLINE
                                                      -- Registered Trademark --
<PAGE>   183
                         ------------------------------
                         AIM LATIN AMERICAN GROWTH FUND
                         ------------------------------

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S>                                      <C>

INVESTMENT OBJECTIVE AND STRATEGIES          1
- - - - - - - - - - - - - - - - - - - - - - - - -

PRINCIPAL RISKS OF INVESTING IN THE FUND     1
- - - - - - - - - - - - - - - - - - - - - - - - -

PERFORMANCE INFORMATION                      3
- - - - - - - - - - - - - - - - - - - - - - - - -

Annual Total Returns                         3

Performance Table                            3

FEE TABLE AND EXPENSE EXAMPLE                4
- - - - - - - - - - - - - - - - - - - - - - - - -

Fee Table                                    4

Expense Example                              4

FUND MANAGEMENT                              5
- - - - - - - - - - - - - - - - - - - - - - - - -

The Advisors                                 5

Advisor Compensation                         5

Portfolio Manager                            5

OTHER INFORMATION                            5
- - - - - - - - - - - - - - - - - - - - - - - - -

Sales Charges                                5

Dividends and Distributions                  5

FINANCIAL HIGHLIGHTS                         6
- - - - - - - - - - - - - - - - - - - - - - - - -

SHAREHOLDER INFORMATION                    A-1
- - - - - - - - - - - - - - - - - - - - - - - - -

Choosing a Share Class                     A-1

Purchasing Shares                          A-3

Redeeming Shares                           A-4

Exchanging Shares                          A-6

Pricing of Shares                          A-8

Taxes                                      A-8

OBTAINING ADDITIONAL INFORMATION    Back Cover
- - - - - - - - - - - - - - - - - - - - - - - - -
</TABLE>



The AIM Family of Funds, The AIM Family of Funds and Design (i.e., the AIM
logo), AIM and Design, AIM, AIM LINK, AIM Institutional Funds, aimfunds.com, La
Familia AIM de Fondos, La Familia AIM de Fondos and Design and Invest with
Discipline are registered service marks and AIM Bank Connection, AIM Funds, AIM
Funds and Design, AIM Internet Connect and AIM Investor are service marks of
A I M Management Group Inc.


No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and you should not rely on such other information or
representations.
<PAGE>   184
                         ------------------------------
                         AIM LATIN AMERICAN GROWTH FUND
                         ------------------------------

INVESTMENT OBJECTIVE AND STRATEGIES
- --------------------------------------------------------------------------------

The fund's investment objective is growth of capital.

  The fund seeks to meet this objective by investing, normally, at least 65% of
its total assets in equity and debt securities of Latin American issuers. The
fund considers securities of "Latin American issuers" to include (1) securities
of companies organized under the laws of, or having a principal office located
in, a Latin American country; (2) securities of companies that derive 50% or
more of their total revenues from business in Latin America, provided that, in
the view of the portfolio manager, the value of such issuers' securities reflect
Latin American developments to a greater extent than developments elsewhere; (3)
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; (4) U.S. dollar-denominated securities or securities denominated
in a Latin American currency issued by companies to finance operations in Latin
America; and (5) securities of Latin American issuers in the form of depositary
shares. The fund considers Latin America to include Mexico and the countries
within Central and South America and the Caribbean, many of which are considered
developing countries, i.e., those that are in the initial stages of their
industrial cycles.

  The fund will normally invest a majority of its assets in equity securities.
The fund may invest up to 35% of its total assets in a combination of equity and
debt securities of U.S. issuers. The fund may also invest up to 50% of its total
assets in debt securities, which may consist of lower-quality debt securities,
i.e., "junk bonds," and "Brady Bonds." Brady Bonds are debt restructurings that
provide for the exchange of cash and loans for newly-issued bonds. The fund
currently 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 expects to
invest no more than 60% of its total assets in any one country.

  In allocating investments among the various Latin American countries, the
portfolio manager 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. Further, the portfolio manager selects between debt and equity
investments based on additional economic criteria such as fundamental economic
strength, expected corporate profits, the condition of balance of payments,
changes in terms of trade, and currency and interest rate trends. The portfolio
manager considers whether to sell a particular security when any of those
factors materially changes.

  The fund is non-diversified. With respect to 50% of its assets, it is
permitted to invest more than 5% of its assets in the securities of any one
issuer.


  In anticipation of or in response to adverse market conditions, or for cash
management purposes or for defensive purposes, the fund may temporarily hold
all or a portion of its assets in cash (U.S. dollars, foreign currencies and
multinational currency units), money market instruments, shares of affiliated
money market funds, or high-quality debt securities. As a result, the fund may
not achieve its investment objective.


PRINCIPAL RISKS OF INVESTING IN THE FUND
- --------------------------------------------------------------------------------

There is a risk that you could lose all or a portion of your investment in the
fund. The value of your investment in the fund will go up and down with the
prices of the securities in which the fund invests. The prices of equity
securities change in response to many factors, including the historical and
prospective earnings of the issuer, the value of its assets, general economic
conditions, interest rates, investor perceptions, and market liquidity. Debt
securities are particularly vulnerable to credit risk and interest rate
fluctuations. When interest rates rise, bond prices fall; the longer a bond's
duration, the more sensitive it is to this risk.

  Because the fund focuses its investments in Latin America, the value of your
shares may rise and fall more than the value of shares of a fund that invests in
a broader geographic region.

  The prices of foreign securities may be further affected by other factors,
including:

- - Currency exchange rates--The dollar value of the fund's foreign investments
  will be affected by changes in the exchange rates between the dollar and the
  currencies in which those investments are traded.

- - Political and economic conditions--The value of the fund's foreign investments
  may be adversely affected by political and social instability in their home
  countries and by changes in economic or taxation policies in those countries.

- - Regulations--Foreign companies generally are subject to less stringent
  regulations, including financial and accounting controls, than are U.S.
  companies. As a result, there generally is less publicly available information
  about foreign companies than about U.S. companies.

- - Markets--The securities markets of other countries are smaller than U.S.
  securities markets. As a result, many foreign securities may be less liquid
  and their prices may be more volatile than U.S. securities.


                                        1
<PAGE>   185
                         ------------------------------
                         AIM LATIN AMERICAN GROWTH FUND
                         ------------------------------


  These factors may affect the prices of securities issued by foreign companies
and governments located in developing countries more than those in countries
with mature economies. For example, many developing countries have, in the past,
experienced high rates of inflation or sharply devalued their currencies against
the U.S. dollar, thereby causing the value of investments in companies located
in those countries to decline. Transaction costs are often higher in developing
countries and there may be delays in settlement procedures.


  Because it is non-diversified, the fund may invest in fewer issuers than if it
were a diversified fund. Thus, the value of the fund's shares may vary more
widely, and the fund may be subject to greater investment and credit risk, than
if the fund invested more broadly.


  An investment in the fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

                                        2
<PAGE>   186
                         ------------------------------
                         AIM LATIN AMERICAN GROWTH FUND
                         ------------------------------

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

The bar chart and table shown below provide an indication of the risks of
investing in the fund. The fund's past performance is not necessarily an
indication of its future performance.

ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
The following bar chart shows changes in the performance of the fund's Class A
shares from year to year. The bar chart does not reflect sales loads. If it did,
the annual total returns shown would be lower.

                                    [GRAPH]


<TABLE>
<CAPTION>
                                             ANNUAL
YEAR ENDED                                   TOTAL
DECEMBER 31                                  RETURNS
- -----------                                  -------
<S>                                          <C>
1992 ......................................  (2.32)%
1993 ......................................  52.95%
1994 ......................................  (6.64)%
1995 ...................................... (21.34)%
1996 ......................................  17.00%
1997 ......................................  14.52%
1998 ...................................... (44.27)%
1999 ......................................  60.10%
</TABLE>



  During the periods shown in the bar chart, the highest quarterly return was
35.55% (quarter ended December 31, 1999) and the lowest quarterly return was
- -34.35% (quarter ended September 30, 1998).


PERFORMANCE TABLE


The following performance table compares the fund's performance to that of a
broad-based securities market index. The fund's performance reflects payments of
sales loads.



<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(for the periods ended                              SINCE     INCEPTION
December 31, 1999)             1 YEAR   5 YEARS   INCEPTION     DATE
- -------------------------------------------------------------------------
<S>                            <C>      <C>       <C>         <C>
Class A                         52.51%   (2.18)%     4.94%    08/13/91
Class B                         54.28    (2.08)      3.12     04/01/93
Class C                           --        --      79.19     03/01/99
MSCI Emerging Latin America
Index(1)                        65.45     8.25      14.37(2)  07/31/91(2)
- -------------------------------------------------------------------------
</TABLE>


(1) The Morgan Stanley Capital International Emerging Latin America Index
    measures the performance of companies listed in Argentina, Brazil, Chile,
    Colombia, Mexico, Peru and Venezuela. The index has an aggregate market
    capitalization of $318.95 billion.
(2) The average annual total return given is since the date closest to the
    inception date of the class with the longest performance history.

                                        3
<PAGE>   187
                         ------------------------------
                         AIM LATIN AMERICAN GROWTH FUND
                         ------------------------------

FEE TABLE AND EXPENSE EXAMPLE
- --------------------------------------------------------------------------------

FEE TABLE

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund:


<TABLE>
<CAPTION>
SHAREHOLDER FEES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(fees paid directly from
your investment)            CLASS A   CLASS B   CLASS C
- -------------------------------------------------------
<S>                         <C>       <C>       <C>
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of
offering price)              4.75%     None      None

Maximum Deferred
Sales Charge (Load)
(as a percentage of
original purchase
price or redemption
proceeds, whichever is less) None(1)   5.00%     1.00%
- -------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
- - - - -- - - - - - - - - - - - - - - - - - - - - - - -
(expenses that are deducted
from fund assets)       CLASS A   CLASS B   CLASS C
- -------------------------------------------------------
<S>                     <C>       <C>       <C>
Management Fees           0.98%     0.98%     0.98%

Distribution and/or
Service (12b-1) Fees      0.50      1.00      1.00

Other Expenses

  Other                   1.11      1.11      1.11

  Interest                0.06      0.06      0.06

Total Other Expenses      1.17      1.17      1.17

Total Annual Fund
Operating Expenses        2.65      3.15      3.15

Expense
  Reimbursement(2)        0.59      0.59      0.59

Net Expenses              2.06      2.56      2.56
- -------------------------------------------------------
</TABLE>


(1) If you buy $1,000,000 or more of Class A shares and redeem these shares
    within 18 months from the date of purchase, you may pay a 1% contingent
    deferred sales charge (CDSC) at the time of redemption.

(2) The investment advisor has contractually agreed to limit Total Annual Fund
    Operating Expenses (excluding interest, taxes, brokerage commissions and
    extraordinary expenses) on Class A, Class B and Class C shares to 2.00%,
    2.50% and 2.50%, respectively.


As a result of 12b-1 fees, long-term shareholders in the fund may pay more than
the maximum permitted initial sales charge.

EXPENSE EXAMPLE

This example is intended to help you compare the costs of investing in different
classes of the fund with the cost of investing in other mutual funds.

  The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's gross operating expenses remain the same. To the extent fees are waived,
the expenses will be lower. Although your actual returns and costs may be higher
or lower, based on these assumptions your costs would be:


<TABLE>
<CAPTION>
         1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class A   $730    $1,259    $1,813     $3,316
Class B    818     1,272     1,849      3,342
Class C    418       972     1,649      3,457
- ----------------------------------------------
</TABLE>


You would pay the following expenses if you did not redeem your shares:


<TABLE>
<CAPTION>
         1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class A   $730    $1,259    $1,813     $3,316
Class B    318       972     1,649      3,342
Class C    318       972     1,649      3,457
- ----------------------------------------------
</TABLE>


                                        4
<PAGE>   188
                         ------------------------------
                         AIM LATIN AMERICAN GROWTH FUND
                         ------------------------------

FUND MANAGEMENT
- --------------------------------------------------------------------------------

THE ADVISORS

A I M Advisors, Inc. (the advisor) serves as the fund's investment advisor.
INVESCO Asset Management Limited (the subadvisor), an affiliate of the advisor,
is the fund's subadvisor and is responsible for its day-to-day management. The
advisor is located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.
The subadvisor is located at 11 Devonshire Square, London EC2M 4YR, England. The
advisors supervise all aspects of the fund's operations and provide investment
advisory services to the fund, including obtaining and evaluating economic,
statistical and financial information to formulate and implement investment
programs for the fund.


  The advisor has acted as an investment advisor since its organization in 1976,
and the subadvisor has acted as an investment adviser since 1967. Today, the
advisor, together with its subsidiaries, advises or manages over 120 investment
portfolios, including the fund, encompassing a broad range of investment
objectives.


ADVISOR COMPENSATION


During the fiscal year ended October 31, 1999, the advisor received compensation
of 0.39% of average daily net assets.


PORTFOLIO MANAGER

The advisors use a team approach to investment management. The individual member
of the team who is primarily responsible for the day-to-day management of the
fund's portfolio is


- - David Manuel, Portfolio Manager, who has been responsible for the fund since
  1997 and has been associated with the advisor and/or its affiliates since
  1997. From 1987 to 1997, he was an Investment Analyst and Portfolio Manager
  for Abbey Life Investment Services Ltd. (Bournemouth), and was Head of Latin
  American Equities from 1994 to 1997.


OTHER INFORMATION
- --------------------------------------------------------------------------------

SALES CHARGES

Purchases of Class A shares of AIM Latin American Growth Fund are subject to the
maximum 4.75% initial sales charge as listed under the heading "CATEGORY II
Initial Sales Charges" in the "Shareholder Information--Choosing a Share Class"
section of this prospectus. Purchases of Class B and Class C shares are subject
to the contingent deferred sales charges listed in that section.

DIVIDENDS AND DISTRIBUTIONS


The fund expects that its distributions will consist primarily of income.


DIVIDENDS

The fund generally declares and pays dividends, if any, annually.

CAPITAL GAINS DISTRIBUTIONS


The fund generally distributes long-term and short-term capital gains, if any,
annually.


                                        5
<PAGE>   189


                         ------------------------------
                         AIM LATIN AMERICAN GROWTH FUND
                         ------------------------------


FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the fund's
financial performance. Certain information reflects financial results for a
single fund share.

  The total returns in the table represent the rate that an investor would have
earned (or lost) on an investment in the fund (assuming reinvestment of all
dividends and distributions).

  This information has been audited by PricewaterhouseCoopers LLP, whose report,
along with the fund's financial statements, is included in the fund's annual
report, which is available upon request.


<TABLE>
<CAPTION>
                                                                       CLASS A
                                                  ----------------------------------------------------
                                                                 YEAR ENDED OCTOBER 31,
                                                   1999     1998(a)     1997(a)    1996(a)    1995(a)
- ------------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>       <C>        <C>        <C>
Net asset value, beginning of period              $ 11.70     $19.50    $ 17.95    $ 15.38    $  26.11
Income from investment operations:
  Net investment income (loss)                       0.21       0.13(b)    0.11       0.09        0.15
  Net realized and unrealized gain (loss) on
    investments                                      2.20      (7.90)      1.44       2.59       (9.28)
  Net increase (decrease) from investment
    operations                                       2.41      (7.77)      1.55       2.68       (9.13)
Distributions to shareholders:
  From net investment income                        (0.14)     (0.03)        --      (0.08)         --
  From net realized gain on investments                --         --         --         --       (1.60)
  In excess of net investment income                   --         --         --      (0.03)         --
    Total distributions                             (0.14)     (0.03)        --      (0.11)      (1.60)
Net asset value, end of period                    $ 13.97     $11.70    $ 19.50    $ 17.95    $  15.38
Total return(c)                                     20.93%    (39.86)%     8.52%     17.52%     (37.16)%
- ------------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- ------------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)               $49,789    $60,720   $159,496   $177,373    $182,462
Ratio of net investment income to average net
  assets:
  With fee waivers                                   1.44%(d)   0.78%      0.52%      0.46%       0.86%
  Without fee waivers                                0.85%(d)   0.64%      0.42%      0.39%       0.85%
Ratio of expenses to average net assets
  (excluding interest expense)
  With fee waivers                                   2.00%(d)   2.00%      1.96%      2.03%       2.11%
  Without fee waivers                                2.59%(d)   2.14%      2.06%      2.10%       2.12%
Ratio of interest expenses to average net assets     0.06%      0.17%       N/A        N/A         N/A
Portfolio turnover rate                                30%        39%       130%       101%        125%
- ------------------------------------------------------------------------------------------------------
</TABLE>



(a) These selected per share data were calculated based upon average shares
    outstanding during the period.
(b) Before reimbursement the net investment income per share would have been
    reduced by $0.02.
(c) Total return does not include sales charges and is not annualized for
    periods less than one year.
(d) Ratios are based on average net assets of $54,713,405.
N/A Not applicable.





                                        6
<PAGE>   190


                         ------------------------------
                         AIM LATIN AMERICAN GROWTH FUND
                         ------------------------------


FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                       CLASS B
                                                  --------------------------------------------------
                                                                YEAR ENDED OCTOBER 31,
                                                   1999     1998(a)   1997(a)    1996(a)    1995(a)
- ----------------------------------------------------------------------------------------------------
<S>                                               <C>       <C>       <C>        <C>        <C>
Net asset value, beginning of period              $11.49    $19.23    $ 17.78    $ 15.21    $  25.94
Income from investment operations:
  Net investment income                             0.17      0.04(b)    0.01         --        0.06
  Net realized and unrealized gain (loss) on
    investments                                     2.16     (7.78)      1.44       2.59       (9.19)
    Net increase (decrease) from investment
      operations                                    2.33     (7.74)      1.45       2.59       (9.13)
Distributions to shareholders:
  From net investment income                       (0.03)       --         --      (0.01)         --
  From net realized gain on investments               --        --         --         --       (1.60)
  In excess of net investment income                  --        --         --      (0.01)         --
    Total distributions                            (0.03)       --         --      (0.02)      (1.60)
Net asset value, end of period                    $13.79    $11.49    $ 19.23    $ 17.78    $  15.21
Total return(c)                                    20.36%   (40.19)%     8.04%     17.02%     (37.42)%
- ----------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- ----------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)               $38,456   $46,599   $133,448   $137,400   $134,527
Ratio of net investment income (loss) to average
  net assets:
  With fee waivers                                  0.94%(d)   0.28%     0.02%     (0.04)%      0.36%
  Without fee waivers                               0.35%(d)   0.14%    (0.08)%    (0.11)%      0.35%
Ratio of expenses to average net assets
  (excluding interest expense)
  With fee waivers                                  2.50%(d)   2.50%     2.46%      2.53%       2.61%
  Without fee waivers                               3.09%(d)   2.64%     2.56%      2.60%       2.62%
Ratio of interest expenses to average net assets    0.06%     0.17%       N/A        N/A         N/A
Portfolio turnover rate                               30%       39%       130%       101%        125%
- ----------------------------------------------------------------------------------------------------
</TABLE>



(a) These selected per share data were calculated based upon the average shares
    outstanding during the period.
(b) Before reimbursement the net investment income per share would have been
    reduced by $0.02.
(c) Total return does not include sales charges.
(d) Ratios are based on average net assets of $42,277,069.
N/A Not applicable.



<TABLE>
<CAPTION>
                                                                        CLASS C
                                                              ----------------------------
                                                                    MARCH 1, 1999 TO
                                                                    OCTOBER 31, 1999
- ------------------------------------------------------------------------------------------
<S>                                                           <C>
Net asset value, beginning of period                                    $ 10.21
Income from investment operations:
  Net investment income                                                    0.12
  Net realized and unrealized gain (loss) on investments                   3.46
    Net increase (decrease) from investment operations                     3.58
Distributions to shareholders:
  From net investment income                                                 --
  In excess of net investment income                                         --
    Total distributions                                                      --
Net asset value, end of period                                          $ 13.79
Total return(a)                                                           35.06%
- ------------------------------------------------------------------------------------------
Ratios and supplemental data:
- ------------------------------------------------------------------------------------------
Net assets, end of period (in 000's)                                    $   147
Ratio of net investment income to average net assets:
  With fee waivers                                                         0.94%(b)
  Without fee waivers                                                      0.35%(b)
Ratio of expenses to average net assets (excluding interest
  expense)
  With fee waivers                                                         2.50%(b)
  Without fee waivers                                                      3.09%(b)
Ratio of interest expense to average net assets                            0.06%
Portfolio turnover rate                                                      30%
- ------------------------------------------------------------------------------------------
</TABLE>



(a) Total return does not include sales charges and is not annualized for
    periods less than one year.
(b) Ratios are annualized and based on average net assets of $106,283.


                                        7
<PAGE>   191
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to
many other mutual funds (the AIM Funds). The following information is about all
the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing
an interest in the same portfolio of investments. When choosing a share class,
you should consider the factors below:

<TABLE>
<CAPTION>
CLASS A                              CLASS B                              CLASS C
- ---------------------------------------------------------------------------------------------------------
<S>                                  <C>                                  <C>
- - Initial sales charge               - No initial sales charge            - No initial sales charge

- - Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain purchases         charge on redemptions within         charge on redemptions within
                                       six years                            one year

- - Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares         - Does not convert to Class A
                                       after eight years along with a       shares
                                       pro rata portion of its
                                       reinvested dividends and
                                       distributions(1)

- - Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors
</TABLE>

      (1) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve
          Shares.

          AIM Global Trends Fund: If you held Class B shares on May 29,
          1998 and continue to hold them, those shares will convert to
          Class A shares of that fund seven years after your date of
          purchase. If you exchange those shares for Class B shares of
          another AIM Fund, the shares into which you exchanged will
          not convert to Class A shares until eight years after your
          date of purchase of the original shares.

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

DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans
that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc.
(the distributor) for the sale and distribution of its shares and fees for
services provided to shareholders, all or a substantial portion of which are
paid to the dealer of record. Because the AIM Fund pays these fees out of its
assets on an ongoing basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.

SALES CHARGES

Generally, you will not pay a sales charge on purchases or redemptions of Class
A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money
Market Fund. You may be charged a contingent deferred sales charge if you redeem
AIM Cash Reserve Shares of AIM Money Market Fund acquired through certain
exchanges. Sales charges on all other AIM Funds and classes of those Funds are
detailed below. As used below, the term "offering price" with respect to all
categories of Class A shares includes the initial sales charge.

INITIAL SALES CHARGES

The AIM Funds are grouped into three categories with respect to initial sales
charges. The "Other Information" section of your prospectus will tell you in
what category your particular AIM Fund is classified.

<TABLE>
<CAPTION>
             CATEGORY I INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
            Less than $  25,000       5.50%          5.82%
$ 25,000 but less than $  50,000      5.25           5.54
$ 50,000 but less than $ 100,000      4.75           4.99
$100,000 but less than $ 250,000      3.75           3.90
$250,000 but less than $ 500,000      3.00           3.09
$500,000 but less than $1,000,000     2.00           2.04
- -------------------------------------------------------------
</TABLE>


                                      A-1                            MCF--02/00


<PAGE>   192
                                 -------------
                                 THE AIM FUNDS
                                 -------------

<TABLE>
<CAPTION>
CATEGORY II INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                             INVESTOR'S
                                            SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
             Less than $   50,000      4.75%          4.99%
$ 50,000 but less than $  100,000      4.00           4.17
$100,000 but less than $  250,000      3.75           3.90
$250,000 but less than $  500,000      2.50           2.56
$500,000 but less than $1,000,000      2.00           2.04
- -------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
CATEGORY III INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                                <C>              <C>
             Less than $  100,000      1.00%          1.01%
$100,000 but less than $  250,000      0.75           0.76
$250,000 but less than $1,000,000      0.50           0.50
- -------------------------------------------------------------
</TABLE>

CONTINGENT DEFERRED SALES CHARGES FOR CLASS A SHARES

You can purchase $1,000,000 or more of Class A shares at net asset value.
However, if you purchase shares of that amount in Categories I or II, they will
be subject to a contingent deferred sales charge (CDSC) of 1% if you redeem them
prior to 18 months after the date of purchase. The distributor may pay a dealer
concession and/or a service fee for purchases of $1,000,000 or more.

CONTINGENT DEFERRED SALES CHARGES FOR
CLASS B AND CLASS C SHARES

You can purchase Class B and Class C shares at their net asset value per share.
However, when you redeem them, they are subject to a CDSC in the following
percentages:

<TABLE>
<CAPTION>
YEAR SINCE
PURCHASE MADE          CLASS B            CLASS C
- ----------------------------------------------------------
<S>                   <C>                <C>
First                         5%                 1%
Second                        4                None
Third                         3                None
Fourth                        3                None
Fifth                         2                None
Sixth                         1                None
Seventh and following       None               None
- ----------------------------------------------------------
</TABLE>

COMPUTING A CDSC

The CDSC on redemptions of shares is computed based on the lower of their
original purchase price or current market value, net of reinvested dividends and
capital gains distributions. In determining whether to charge a CDSC, we will
assume that you have redeemed shares on which there is no CDSC first and, then,
shares in the order of purchase.

REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS

You may qualify for reduced sales charges or sales charge exceptions. To qualify
for these reductions or exceptions, you or your financial consultant must
provide sufficient information at the time of purchase to verify that your
purchase qualifies for such treatment.

REDUCED SALES CHARGES

You may be eligible to buy Class A shares at reduced initial sales charge rates
under Rights of Accumulation or Letters of Intent under certain circumstances.

Rights of Accumulation

You may combine your new purchases of Class A shares with Class A shares
currently owned for the purpose of qualifying for the lower initial sales charge
rates that apply to larger purchases. The applicable initial sales charge for
the new purchase is based on the total of your current purchase and the current
value of all Class A shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount
of Class A shares of AIM Funds during a 13-month period. The amount you agree to
purchase determines the initial sales charge you pay. If the full face amount of
the LOI is not invested by the end of the 13-month period, your account will be
adjusted to the higher initial sales charge level for the amount actually
invested.

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- - on shares purchased by reinvesting dividends and distributions;

- - when exchanging shares among certain AIM Funds;

- - when using the reinstatement privilege; and

- - when a merger, consolidation, or acquisition of assets of an AIM Fund occurs.

CONTINGENT DEFERRED SALES CHARGE (CDSC) EXCEPTIONS

You will not pay a CDSC

- - if you redeem Class B shares you held for more than six years;

- - if you redeem Class C shares you held for more than one year;

- - if you redeem shares acquired through reinvestment of dividends and
  distributions; and

- - on increases in the net asset value of your shares.

There may be other situations when you may be able to purchase or redeem shares
at reduced or without sales charges. Consult the fund's Statement of Additional
Information for details.


MCF--02/00                            A-2


<PAGE>   193
                                 -------------
                                 THE AIM FUNDS
                                 -------------


PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Mid
Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

<TABLE>
<CAPTION>
                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
- ----------------------------------------------------------------------------------------------------------------
<S>                                              <C>                                         <C>
Savings Plans (money-purchase/profit sharing     $ 0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)
Automatic Investment Plans                        50                                                 50
IRA, Education IRA or Roth IRA                   250                                                 50
All other accounts                               500                                                 50
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

HOW TO PURCHASE SHARES

You may purchase shares using one of the options below.

PURCHASE OPTIONS


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
- ----------------------------------------------------------------------------------------------------------
<S>                             <C>                                    <C>
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and purchase payment to the            slip from your confirmation
                                transfer agent,                        statement to the transfer agent.
                                A I M Fund Services, Inc.,
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By AIM Bank Connection(SM)      Open your account using one of the     Mail completed AIM Bank Connection
                                methods described above.               form to the transfer agent. Once
                                                                       the transfer agent has received the
                                                                       form, call the transfer agent to
                                                                       place your purchase order.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. The
                                                                       maximum purchase amount per
                                                                       transaction is $100,000. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
- ----------------------------------------------------------------------------------------------------------
</TABLE>


                                      A-3                            MCF--02/00


<PAGE>   194
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing
the AIM Fund to withdraw the amount of your investment from your bank account on
a day or dates you specify and in an amount of at least $50. You may stop the
Automatic Investment Plan at any time by giving the transfer agent notice ten
days prior to your next scheduled withdrawal.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic monthly or quarterly
exchanges, if permitted, from one AIM Fund account to one or more other AIM Fund
accounts with the identical registration. The account from which exchanges are
to be made must have a minimum balance of $5,000 before you can use this option.
Exchanges will occur on (or about) the 10th or 25th day of the month, whichever
you specify, in the amount you specify. The minimum amount you can exchange to
another AIM Fund is $50.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any
AIM Fund at net asset value. Unless you specify otherwise, your dividends and
distributions will automatically be reinvested in the same AIM Fund. You may
invest your dividends and distributions (1) into another AIM Fund in the same
class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM
Money Market Fund, or vice versa.

  You must comply with the following requirements to be eligible to invest your
dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at
    least $5,000; or (b) in the AIM Fund receiving the dividend must be at least
    $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into
    another AIM Fund.

PORTFOLIO REBALANCING PROGRAM

If you have at least $5,000 in your account, you may participate in the
Portfolio Rebalancing Program. Under this Program, you can designate how the
total value of your AIM Fund holdings should be rebalanced, on a percentage
basis, between two and ten of your AIM Funds on a quarterly, semiannual or
annual basis. Your portfolio will be rebalanced through the exchange of shares
in one or more of your AIM Funds for shares of the same class of one or more
other AIM Funds in your portfolio. If you wish to participate in the Program,
make changes or cancel the Program, the transfer agent must receive your request
to participate, changes, or cancellation in good order at least five business
days prior to the next rebalancing date, which is normally the 28th day of the
last month of the period you choose. You may realize taxable gains from these
exchanges. We may modify, suspend or terminate the Program at any time on 60
days' prior written notice.

RETIREMENT PLANS

Shares of most of the AIM Funds can be purchased through tax-sheltered
retirement plans made available to corporations, individuals and employees of
non-profit organizations and public schools. A plan document must be adopted to
establish a retirement plan. You may use AIM Funds-sponsored retirement plans,
which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans,
SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or
another sponsor's retirement plan. The plan custodian of the AIM Funds-sponsored
retirement plan assesses an annual maintenance fee of $10. Contact your
financial consultant for details.

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. However, if
you acquired Class A shares of AIM Developing Markets Fund in connection with
the reorganization of AIM Eastern Europe Fund, you will be charged a redemption
fee of 2% of the net asset value of those shares, which will be paid to AIM
Developing Markets Fund, if you redeem your shares within the first year after
the reorganization. Your broker or financial consultant may charge service fees
for handling redemption transactions. Your shares also may be subject to a
contingent deferred sales charge (CDSC).

REDEMPTION OF AIM CASH RESERVE SHARES OF
AIM MONEY MARKET FUND ACQUIRED BY EXCHANGE

If you redeem AIM Cash Reserve Shares acquired by exchange from Class A shares
subject to a CDSC within 18 months of the purchase of the Class A shares, you
will be charged a CDSC.

REDEMPTION OF CLASS B SHARES OR CLASS C
SHARES ACQUIRED BY EXCHANGE FROM AIM CASH
RESERVE SHARES OF AIM MONEY MARKET FUND

We will begin the holding period for purposes of calculating the CDSC on Class B
shares or Class C shares acquired by exchange from AIM Cash Reserve Shares of
AIM Money Market Fund at the time of the exchange into Class B shares or Class C
shares.

REDEMPTION OF CLASS B SHARES ACQUIRED BY
EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM
Floating Rate Fund, the early withdrawal charge applicable to shares of AIM
Floating Rate Fund will be applied instead of the CDSC normally applicable to
Class B shares.


MCF--02/00                            A-4


<PAGE>   195
                                 -------------
                                 THE AIM FUNDS
                                 -------------

HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

<TABLE>
<S>                           <C>
Through a Financial           Contact your financial consultant.
Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM Fund and your account number; (3) if
                              the transfer agent does not hold your shares, endorsed share
                              certificates or share certificates accompanied by an
                              executed stock power; and (4) signature guarantees, if
                              necessary (see below). The transfer agent may require that
                              you provide additional information, such as corporate
                              resolutions or powers of attorney, if applicable. If you are
                              redeeming from an IRA account, you must include a statement
                              of whether or not you are at least 59 1/2 years old and
                              whether you wish to have federal income tax withheld from
                              your proceeds. The transfer agent may require certain other
                              information before you can redeem from an employer-sponsored
                              retirement plan. Contact your employer for details.

By Telephone                  Call the transfer agent. You will be allowed to redeem by
                              telephone if (1) the proceeds are to be mailed to the
                              address on record (if there has been no change communicated
                              to us within the last 30 days) or transferred electronically
                              to a pre-authorized checking account; (2) you do not hold
                              physical share certificates; (3) you can provide proper
                              identification information; (4) the proceeds of the
                              redemption do not exceed $50,000; and (5) you have not
                              previously declined the telephone redemption privilege.
                              Certain accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. The transfer agent
                              must receive your call during the hours of the customary
                              trading session of the New York Stock Exchange (NYSE) in
                              order to effect the redemption at that day's closing price.

By AIM Internet Connect       Place your redemption request at www.aimfunds.com. You will
                              be allowed to redeem by internet if (1) you do not hold
                              physical share certificates; (2) you can provide proper
                              identification information; (3) the proceeds of the
                              redemption do not exceed $50,000; and (4) you have
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. The
                              transfer agent must confirm your transaction during the
                              hours of the customary trading session of the NYSE in order
                              to effect the redemption at that day's closing price.
</TABLE>

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

TIMING AND METHOD OF PAYMENT

We normally will send out checks within one business day, and in any event no
more than seven days, after we accept your request to redeem. If you redeem
shares recently purchased by check, you will be required to wait up to ten
business days before we will send your redemption proceeds. This delay is
necessary to ensure that the purchase check has cleared.

REDEMPTION BY MAIL

If you mail us a request in good order to redeem your shares, we will mail you a
check in the amount of the redemption proceeds to the address on record with us.
If your request is not in good order, you may have to provide us with additional
documentation in order to redeem your shares.

REDEMPTION BY TELEPHONE

If you redeem by telephone, we will mail you a check in the amount of the
redemption proceeds to your address of record (if there has been no change
communicated to the transfer agent within the previous 30 days) or transmit them
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by telephone are genuine and are not
liable for telephone instructions that are reasonably believed to be genuine.

REDEMPTION BY INTERNET

If you redeem by internet, we will transmit your redemption proceeds
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by internet are genuine and are not
liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

You may arrange for regular monthly or quarterly withdrawals from your account
of at least $50. You also may make annual withdrawals if you own Class A shares.
We will redeem enough shares from your account to cover the amount withdrawn.
You must have an account balance of at least $5,000 to establish a Systematic
Withdrawal Plan. You can stop this plan at any time by giving ten days prior
notice to the transfer agent.

EXPEDITED REDEMPTIONS

(AIM Cash Reserve Shares of AIM Money Market Fund only)

If we receive your redemption order before 11:30 a.m. Eastern Time, we will try
to transmit payment of redemption proceeds on that same day. If we receive your
redemption order after 11:30 a.m. Eastern Time and before the close of the
customary trading session of the NYSE, we generally will transmit payment on the
next business day.


                                      A-5                            MCF--02/00


<PAGE>   196
                                 -------------
                                 THE AIM FUNDS
                                 -------------

REDEMPTIONS BY CHECK

(Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM
Money Market Fund only)

You may redeem shares of these AIM Funds by writing checks in amounts of $250 or
more if you have completed an authorization form. Redemption by check is not
available for retirement accounts.

SIGNATURE GUARANTEES

We require a signature guarantee when you redeem by mail and

(1) the amount is greater than $50,000;

(2) you request that payment be made to someone other than the name registered
    on the account;

(3) you request that payment be sent somewhere other than the bank of record on
    the account; or

(4) you request that payment be sent to a new address or an address that changed
    in the last 30 days.

The transfer agent will accept a guarantee of your signature by a number of
financial institutions. Call the transfer agent for additional information. Some
institutions have transaction amount maximums for these guarantees. Please check
with the guarantor institution.

REINSTATEMENT PRIVILEGE (Class A shares only)

You may, within 90 days after you sell Class A shares (except Class A shares of
AIM Tax-Exempt Cash Fund), reinvest all or part of your redemption proceeds in
Class A shares of any AIM Fund at net asset value in an identically registered
account. If you sold Class A shares of AIM Limited Maturity Treasury Fund or AIM
Tax-Free Intermediate Fund, you will incur an initial sales charge reflecting
the difference between the initial sales charges on those Funds and the ones in
which you will be investing. In addition, if you paid a contingent deferred
sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC
if you later redeem that amount. You must notify the transfer agent in writing
at the time you reinstate that you are exercising your reinstatement privilege.
You may exercise this privilege only once per year.

REDEMPTIONS BY THE AIM FUNDS

If your account has been open at least one year, you have not made an additional
purchase in the account during the past six calendar months, and the value of
your account falls below $500 for three consecutive months due to redemptions or
exchanges (excluding retirement accounts), the AIM Funds have the right to
redeem the account after giving you 60 days' prior written notice. You may avoid
having your account redeemed during the notice period by bringing the account
value up to $500 or by utilizing the Automatic Investment Plan.
  If an AIM Fund determines that you have not provided a correct Social Security
or other tax ID number on your account application, the AIM Fund may, at its
discretion, redeem the account and distribute the proceeds to you.

EXCHANGING SHARES

You may, under certain circumstances, exchange shares in one AIM Fund for those
of another AIM Fund. Before requesting an exchange, review the prospectus of the
AIM Fund you wish to acquire. Exchange privileges also apply to holders of the
Connecticut General Guaranteed Account, established for tax-qualified group
annuities, for contracts purchased on or before June 30, 1992.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the
same class of another AIM Fund. You may exchange AIM Cash Reserve Shares of AIM
Money Market Fund for Class A shares of another AIM Fund, or vice versa. You
also may exchange AIM Cash Reserve Shares of AIM Money Market Fund for Class B
shares or Class C shares of another AIM Fund, but only if the AIM Cash Reserve
Shares were purchased directly and not acquired by exchange. You may be required
to pay an initial sales charge when exchanging from a Fund with a lower initial
sales charge than the one into which you are exchanging. If you exchange from
Class A shares not subject to a CDSC into Class A shares subject to those
charges, you will be charged a CDSC when you redeem the exchanged shares. The
CDSC charged on redemption of those shares will be calculated starting on the
date you acquired those shares through exchange.



YOU WILL NOT PAY A SALES CHARGE WHEN EXCHANGING:

(1) Class A shares with an initial sales charge (except for Class A shares of
    AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for
    Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money
    Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
    Intermediate Fund for

    (a) one another;

    (b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of
        AIM Tax-Exempt Cash Fund; or

    (c) Class A shares of another AIM Fund, but only if

       (i)  you acquired the original shares before May 1, 1994; or

       (ii) you acquired the original shares on or after May 1, 1994 by way of
            an exchange from shares with higher sales charges;

(3) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM
    Tax-Exempt Cash Fund for

    (a) one another;

    (b) Class A shares of an AIM Fund subject to an initial sales charge (except
        for Class A shares of AIM Limited


MCF--02/00                            A-6


<PAGE>   197
                                 -------------
                                 THE AIM FUNDS
                                 -------------

        Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), but only if
        you acquired the original shares

       (i)  prior to May 1, 1994 by exchange from Class A shares subject to an
            initial sales charge;

       (ii) on or after May 1, 1994 by exchange from Class A shares subject to
            an initial sales charge (except for Class A shares of AIM Limited
            Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

    (c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
        Intermediate Fund, but only if you acquired the original shares by
        exchange from Class A shares subject to an initial sales charge; or

(4) Class B shares for other Class B shares, and Class C shares for other Class
    C shares.

(5) AIM Cash Reserve Shares of AIM Money Market Fund for Class B shares and
    Class C shares.

EXCHANGES NOT PERMITTED

You may not exchange Class A shares subject to contingent deferred sales charges
for Class A shares of AIM Limited Maturity Treasury Fund, AIM Tax-Free
Intermediate Fund or AIM Tax-Exempt Cash Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- - You must meet the minimum purchase requirements for the AIM Fund into which
  you are exchanging;

- - Shares of the AIM Fund you wish to acquire must be available for sale in your
  state of residence;

- - Exchanges must be made between accounts with identical registration
  information;

- - The account you wish to exchange from must have a certified tax identification
  number (or the Fund has received an appropriate Form W-8 or W-9);

- - Shares must have been held for at least one day prior to the exchange;

- - If you have physical share certificates, you must return them to the transfer
  agent prior to the exchange; and

- - You are limited to a maximum of 10 exchanges per calendar year, because
  excessive short-term trading or market-timing activity can hurt fund
  performance. If you exceed that limit, or if an AIM Fund or the distributor
  determines, in its sole discretion, that your short-term trading is excessive
  or that you are engaging in market-timing activity, it may reject any
  additional exchange orders. An exchange is the movement out of (redemption)
  one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM Fund may delay the purchase of shares
being acquired in an exchange for up to five business days if it determines that
it would be materially disadvantaged by the immediate transfer of exchange
proceeds. There is no fee for exchanges. The exchange privilege is not an option
or right to purchase shares. Any of the participating AIM Funds or the
distributor may modify or discontinue this privilege at any time.

BY MAIL

If you wish to make an exchange by mail, you must include original signatures of
each registered owner exactly as the shares are registered, the account
registration and account number, the dollar amount or number of shares to be
exchanged and the names of the AIM Funds from which and into which the exchange
is to be made.

BY TELEPHONE

Conditions that apply to exchanges by telephone are the same as redemptions by
telephone, including that the transfer agent must receive exchange requests
during the hours of the customary trading session of the NYSE; however, you
still will be allowed to exchange by telephone even if you have changed your
address of record within the preceding 30 days.

BY INTERNET

You will be allowed to exchange by internet if (1) you do not hold physical
share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time
you held the original shares will be added to the holding period of the Class B
or Class C shares, respectively, into which you exchanged for the purpose of
calculating contingent deferred sales charges (CDSC) if you later redeem the
exchanged shares. If you redeem Class B shares acquired by exchange via a tender
offer by AIM Floating Rate Fund, you will be credited with the time period you
held the shares of AIM Floating Rate Fund for the purpose of computing the early
withdrawal charge applicable to those shares.

- --------------------------------------------------------------------------------
 EACH AIM FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO:

 - REJECT OR CANCEL ANY PART OF ANY PURCHASE OR EXCHANGE ORDER;

 - MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY AIM FUND;

 - REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND
   SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

 - WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.
- --------------------------------------------------------------------------------


                                      A-7                            MCF--02/00


<PAGE>   198
                                 -------------
                                 THE AIM FUNDS
                                 -------------

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The
AIM Funds value portfolio securities for which market quotations are readily
available at market value. The AIM Funds value short-term investments maturing
within 60 days at amortized cost, which approximates market value. AIM Money
Market Fund and AIM Tax-Exempt Cash Fund value all of their securities at
amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund, AIM
Tax-Exempt Bond Fund of Connecticut and AIM Tax-Free Intermediate Fund value
variable rate securities that have an unconditional demand or put feature
exercisable within seven days or less at par, which reflects the market value of
such securities.


  The AIM Funds value all other securities and assets at their fair value.
Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day. In addition, if,
between the time trading ends on a particular security and the close of the
customary trading session of the NYSE, events occur that materially affect the
value of the security, the AIM Funds may value the security at its fair value as
determined in good faith by or under the supervision of the Board of Directors
or Trustees of the AIM Fund. The effect of using fair value pricing is that an
AIM Fund's net asset value will be subject to the judgment of the Board of
Directors or Trustees or its designee instead of being determined by the market.
Because some of the AIM Funds may invest in securities that are primarily listed
on foreign exchanges, the value of those funds' assets may change on days when
you will not be able to purchase or redeem fund shares.


  Each AIM Fund determines the net asset value of its shares as of the close of
the customary trading session of the NYSE on each day the NYSE is open for
business. AIM Money Market Fund also determines its net asset value as of 12:00
noon Eastern Time on each day the NYSE is open for business.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary
trading session of the NYSE. The AIM Funds price purchase, exchange and
redemption orders at the net asset value calculated after the transfer agent
receives an order in good form. An AIM Fund may postpone the right of redemption
only under unusual circumstances, as allowed by the Securities and Exchange
Commission, such as when the NYSE restricts or suspends trading.

TAXES

In general, dividends and distributions you receive are taxable as ordinary
income or long-term capital gains for federal income tax purposes, whether you
reinvest them in additional shares or take them in cash. Distributions are
taxable to you at different rates depending on the length of time the fund holds
its assets. Different tax rates apply to ordinary income and long-term capital
gain distributions, regardless of how long you have held your shares. Every
year, you will be sent information showing the amount of dividends and
distributions you received from each AIM Fund during the prior year.

  Any long-term or short-term capital gains realized from redemptions of AIM
Fund shares will be subject to federal income tax. Exchanges of shares for
shares of another AIM Fund are treated as a sale, and any gain realized on the
transaction will generally be subject to federal income tax.

  INVESTORS IN TAX-EXEMPT FUNDS SHOULD READ THE INFORMATION UNDER THE HEADING
"OTHER INFORMATION -- SPECIAL TAX INFORMATION REGARDING THE FUND" IN THIS
PROSPECTUS.

  The foreign, state and local tax consequences of investing in AIM Fund shares
may differ materially from the federal income tax consequences described above.
You should consult your tax advisor before investing.


MCF--02/00                            A- 8


<PAGE>   199
                         ------------------------------
                         AIM LATIN AMERICAN GROWTH FUND
                         ------------------------------

OBTAINING ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

More information may be obtained free of charge upon request. The Statement of
Additional Information (SAI), a current version of which is on file with the
Securities and Exchange Commission (SEC), contains more details about the fund
and is incorporated by reference into the prospectus (is legally a part of this
prospectus). Annual and semiannual reports to shareholders contain additional
information about the fund's investments. The fund's annual report also
discusses the market conditions and investment strategies that significantly
affected the fund's performance during its last fiscal year.

  If you have questions about this fund, another fund in The AIM Family of
Funds--Registered Trademark-- or your account, or wish to obtain free copies of
the fund's current SAI or annual or semiannual reports, please contact us

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


<TABLE>
<S>                          <C>
BY MAIL:                     A I M Fund Services, Inc.
                             P.O. Box 4739
                             Houston, TX 77210-4739

BY TELEPHONE:                (800) 347-4246

BY E-MAIL:                   [email protected]

ON THE INTERNET:             http://www.aimfunds.com
                             (prospectuses and annual
                             and semiannual reports
                             only)
</TABLE>


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


You also can review and obtain copies of the fund's SAI, reports and other
information at the SEC's Public Reference Room in Washington, DC; on the EDGAR
database on the SEC's Internet website (http://www.sec.gov); or, after paying a
duplication fee, by sending a letter to the SEC's Public Reference Section,
Washington, DC 20549-0102 or by sending an electronic mail request to
[email protected]. Please call the SEC at 1-202-942-8090 for information about
the Public Reference Room.


- -----------------------------------
AIM Latin American Growth Fund
SEC 1940 Act file number: 811-05426
- -----------------------------------


[AIM LOGO APPEARS HERE]   www.aimfunds.com   LAG-PRO-1   INVEST WITH DISCIPLINE
                                                        --Registered Trademark--
<PAGE>   200
      AIM STRATEGIC INCOME FUND

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

      AIM Strategic Income Fund primarily seeks to provide high current income
      and, secondarily, seeks growth of capital.

      PROSPECTUS                                   AIM --Registered Trademark--

      FEBRUARY 28, 2000


                                     This prospectus contains important
                                     information about the Class A, B and
                                     C shares of the fund. Please read it
                                     before investing and keep it for
                                     future reference.

                                     As with all other mutual fund
                                     securities, the Securities and
                                     Exchange Commission has not approved
                                     or disapproved these securities or
                                     determined whether the information
                                     in this prospectus is adequate or
                                     accurate. Anyone who tells
                                     you otherwise is committing a crime.


                                     An investment in the fund:
                                        - is not FDIC insured;
                                        - may lose value; and
                                        - is not guaranteed by a bank.


[AIM LOGO APPEARS HERE]                         INVEST WITH DISCIPLINE
                                                --Registered Trademark--
<PAGE>   201
                           -------------------------
                           AIM STRATEGIC INCOME FUND
                           -------------------------


TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S>                                      <C>
INVESTMENT OBJECTIVES AND STRATEGIES         1
- - - - - - - - - - - - - - - - - - - - - - - - -

PRINCIPAL RISKS OF INVESTING IN THE FUND     1
- - - - - - - - - - - - - - - - - - - - - - - - -

PERFORMANCE INFORMATION                      3
- - - - - - - - - - - - - - - - - - - - - - - - -

Annual Total Returns                         3

Performance Table                            3

FEE TABLE AND EXPENSE EXAMPLE                4
- - - - - - - - - - - - - - - - - - - - - - - - -

Fee Table                                    4

Expense Example                              4

FUND MANAGEMENT                              5
- - - - - - - - - - - - - - - - - - - - - - - - -

The Advisor                                  5

Advisor Compensation                         5

Portfolio Managers                           5

OTHER INFORMATION                            5
- - - - - - - - - - - - - - - - - - - - - - - - -

Sales Charges                                5

Dividends and Distributions                  5

FINANCIAL HIGHLIGHTS                         6
- - - - - - - - - - - - - - - - - - - - - - - - -

SHAREHOLDER INFORMATION                    A-1
- - - - - - - - - - - - - - - - - - - - - - - - -

Choosing a Share Class                     A-1

Purchasing Shares                          A-3

Redeeming Shares                           A-4

Exchanging Shares                          A-6

Pricing of Shares                          A-8

Taxes                                      A-8

OBTAINING ADDITIONAL INFORMATION    Back Cover
- - - - - - - - - - - - - - - - - - - - - - - - -
</TABLE>


The AIM Family of Funds, The AIM Family of Funds and Design (i.e., the AIM
logo), AIM and Design, AIM, AIM LINK, AIM Institutional Funds, aimfunds.com, La
Familia AIM de Fondos, La Familia AIM de Fondos and Design and Invest with
Discipline are registered service marks and AIM Bank Connection, AIM Funds, AIM
Funds and Design, AIM Internet Connect and AIM Investor are service marks of
A I M Management Group Inc.

No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and you should not rely on such other information or
representations.
<PAGE>   202
                           -------------------------
                           AIM STRATEGIC INCOME FUND
                           -------------------------

INVESTMENT OBJECTIVES AND STRATEGIES
- --------------------------------------------------------------------------------

The fund's primary investment objective is high current income, and its
secondary investment objective is growth of capital.

  The fund seeks to meet these objectives by investing primarily in debt
securities, including mortgage-backed and asset-backed securities, of issuers in
the United States and developed and developing countries, i.e., those that are
in the initial stages of their industrial cycles. The securities of issuers in
developing countries may consist substantially of "Brady Bonds" and other
sovereign debt securities issued by governments of such countries and traded in
the markets of developed countries or groups of developed countries without
regard to ratings. Brady Bonds are debt restructurings that provide for the
exchange of cash and loans for newly issued bonds.


  The fund normally invests at least 35% of its total assets in U.S. and foreign
debt and other fixed income securities that are either rated at least investment
grade by Moody's Investors Service, Inc. or Standard & Poor's (rated in the four
highest ratings categories by Moody's or S&P), or the fund's portfolio managers,
believe to be of comparable quality. The fund may invest up to 65% of its total
assets in debt securities that are rated below investment grade by such agencies
or that the fund's portfolio managers believe to be of comparable quality, i.e.,
"junk bonds." The fund may also invest up to 35% of its total assets in equity
securities. The fund may invest a significant portion of its assets in the
securities of U.S. issuers.


  The portfolio managers allocate assets among securities of countries and in
currency denominations that are expected to provide the most attractive
opportunities for meeting the fund's investment objectives. The portfolio
managers consider fundamental economic strength, credit quality, and currency
and interest rate trends in emphasizing various country, geographic, and
industry sectors within the fund. Further, the portfolio managers select
particular issuers based on additional economic criteria such as yield,
maturity, issue classification, and quality characteristics. Currency
investments are based on factors such as relative inflation, interest rate
levels and trends, growth rate forecasts, balance of payments status, and
economic policies. The portfolio managers consider whether to sell a particular
security when any of those factors materially changes.

  The fund is non-diversified. With respect to 50% of its assets, it is
permitted to invest more than 5% of its assets in the securities of only one
issuer.


  In anticipation of or in response to adverse market conditions, for cash
management purposes or for defensive purposes, the fund may temporarily hold all
or a portion of its assets in cash (U.S. dollars, foreign currencies or
multinational currency units), money market instruments, shares of affiliated
money market funds, or high-quality debt securities. As a result, the fund may
not achieve its investment objectives.


  The fund may engage in active and frequent trading of portfolio securities to
achieve its investment objective. If the fund does trade in this way, it may
incur increased transaction costs, which can lower the actual return on your
investment. Active trading may also increase short-term capital gains and
losses, which may affect the taxes you have to pay.

PRINCIPAL RISKS OF INVESTING IN THE FUND
- --------------------------------------------------------------------------------


There is a risk that you could lose all or a portion of your investment in the
fund and that the income you may receive from your investment may vary. The
value of your investment in the fund will go up and down with the prices of the
securities in which the fund invests. Debt securities are particularly
vulnerable to credit risk and interest rate fluctuations. When interest rates
rise, bond prices fall; the longer a bond's duration, the more sensitive it is
to this risk. The fund could also lose money if any debt securities that the
fund holds are downgraded or go into default.



  Mortgage-backed and asset-backed securities are subject to different risks
from bonds and, as a result, may respond to changes in interest rates
differently. If interest rates fall, people refinance or pay off their mortgages
ahead of time, which may cause mortgage-backed securities to lose value. If
interest rates rise, many people may refinance or prepay their mortgages at a
slower-than-expected rate. This may effectively lengthen the life of
mortgage-backed securities, which may cause the securities to be more sensitive
to changes in interest rates.


  The prices of foreign securities may be further affected by other factors,
including:

- - Currency exchange rates--The dollar value of the fund's foreign investments
  will be affected by changes in the exchange rates between the dollar and the
  currencies in which those investments are traded.

- - Political and economic conditions--The value of the fund's foreign investments
  may be adversely affected by political and social instability in their home
  countries and by changes in economic or taxation policies in those countries.

- - Regulations--Foreign companies generally are subject to less stringent
  regulations, including financial and accounting controls, than are U.S.
  companies. As a result, there generally is less publicly available information
  about foreign companies than about U.S. companies.

- - Markets--The securities markets of other countries are smaller than U.S.
  securities markets. As a result, many foreign securities may be less liquid
  and more volatile than U.S. securities.

                                        1
<PAGE>   203
                           -------------------------
                           AIM STRATEGIC INCOME FUND
                           -------------------------





  These factors may affect the price of securities issued by foreign companies
and governments located in developing countries more than those in countries
with mature economies. For example, many developing countries have, in the past,
experienced high rates of inflation or sharply devalued their currencies against
the U.S. dollar, thereby causing the value of investments in companies located
in those countries to decline. Transaction costs are often higher in developing
countries and there may be delays in settlement procedures.


  Sovereign debt securities of developing country governments are generally
lower-quality debt securities. Sovereign debt securities are subject to the
additional risk that, under some political, diplomatic, social, or economic
circumstances, some developing countries that issue lower-quality debt
securities may be unable or unwilling to make principal or interest repayments
as they come due.

  Compared to higher-quality debt securities, junk bonds involve greater risk of
default or price changes due to changes in the credit quality of the issuer
because they are generally unsecured and may be subordinated to other creditors'
claims. The value of junk bonds often fluctuates in response to company,
political or economic developments and can decline significantly over short
periods of time or during periods of general or regional economic difficulty.
During those times, the bonds could be difficult to value or to sell at a fair
price. Credit ratings on junk bonds do not necessarily reflect their actual
market risk.

  Because it is non-diversified, the fund may invest in fewer issuers than if it
were a diversified fund. Thus, the value of the fund's shares may vary more
widely, and the fund may be subject to greater investment and credit risk, than
if the fund invested more broadly.


  An investment in the fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.



                                        2
<PAGE>   204
                           -------------------------
                           AIM STRATEGIC INCOME FUND
                           -------------------------

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------


The bar chart and table shown below provide an indication of the risks of
investing in the fund. The fund's past performance is not necessarily an
indication of its future performance.


ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
The following bar chart shows changes in the performance of the fund's Class A
shares from year to year. The bar chart does not reflect sales loads. If it did,
the annual total returns shown would be lower.


                                    [GRAPH]

<TABLE>
<CAPTION>
                                              Annual
Year Ended                                    Total
December 31                                   Return
- -----------                                   ------
<S>                                           <C>
1990 .......................................   8.38%
1991 .......................................  15.78%
1992 .......................................   1.27%
1993 .......................................  43.95%
1994 ....................................... (20.85)%
1995 .......................................  17.05%
1996 .......................................  21.03%
1997 .......................................   6.94%
1998 .......................................  (1.81)%
1999 .......................................  (0.47)%
</TABLE>

  During the periods shown in the bar chart, the highest quarterly return was
11.43% (quarter ended December 31, 1993) and the lowest quarterly return was
- -18.16% (quarter ended March 31, 1994).

PERFORMANCE TABLE

The following performance table compares the fund's performance to that of a
broad-based securities market index. The fund's performance reflects payment of
sales loads.


<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
- ---------------------------------------------------------------------------------------
(for the periods ended                                            SINCE      INCEPTION
December 31, 1999)             1 YEAR    5 YEARS    10 YEARS    INCEPTION       DATE
- ---------------------------------------------------------------------------------------
<S>                            <C>       <C>        <C>         <C>          <C>
Class A                         (5.19)%    7.12%      7.40%        7.24%      03/29/88
Class B                         (5.82)     7.14         --         6.77       10/22/92
Class C                            --        --         --           --       03/01/99
Lehman Brothers Aggregate Bond
  Index(1)                      (0.82)     7.73       7.70         8.11(2)    03/31/88(2)
- ---------------------------------------------------------------------------------------
</TABLE>


(1) The Lehman Aggregate Bond Index is an unmanaged index generally considered
    representative of treasury issues, agency issues, corporate bond issues and
    mortgage-backed securities.
(2) The average annual total return given is since the date closest to the
    inception date of the class with the longest performance history.


                                        3
<PAGE>   205
                           -------------------------
                           AIM STRATEGIC INCOME FUND
                           -------------------------

FEE TABLE AND EXPENSE EXAMPLE
- --------------------------------------------------------------------------------

FEE TABLE

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund:

<TABLE>
<CAPTION>
SHAREHOLDER FEES
- ------------------------------------------------------
(fees paid directly from
your investment)           CLASS A   CLASS B   CLASS C
- ------------------------------------------------------
<S>                        <C>       <C>       <C>
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of
offering price)             4.75%     None      None

Maximum Deferred
Sales Charge (Load)
(as a percentage of
original purchase
price or redemption
proceeds, whichever
is less)                    None(1)   5.00%     1.00%
- ------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
- -------------------------------------------------------
(expenses that are deducted
from fund assets)          CLASS A   CLASS B   CLASS C
- -------------------------------------------------------
<S>                        <C>       <C>       <C>
Management Fees              0.73%     0.73%     0.73%

Distribution and/or
Service (12b-1) Fees         0.35      1.00      1.00

 Other Expenses              0.32      0.32      0.32

 Interest Expense            0.02      0.02      0.02

 Total Other Expenses        0.34      0.34      0.34

Total Annual Fund
Operating Expenses           1.42      2.07      2.07

 Fee Waiver(2)               0.35      0.35      0.35

 Net Expenses                1.07      1.72      1.72
- -------------------------------------------------------
</TABLE>


(1) If you buy $1,000,000 or more of Class A shares and redeem these shares
    within 18 months from the date of purchase, you may pay a 1% contingent
    deferred sales charge (CDSC) at the time of redemption.

(2) Fee waiver has been restated to reflect current agreement. The investment
    advisor has contractually agreed to limit Total Annual Fund Operating
    Expenses (excluding interest, taxes, brokerage commissions and extraordinary
    expenses) on Class A, Class B and Class C shares to 1.05%, 1.70% and 1.70%,
    respectively.


As a result of 12b-1 fees, long-term shareholders in the fund may pay more than
the maximum permitted initial sales charge.

EXPENSE EXAMPLE

This example is intended to help you compare the costs of investing in different
classes of the fund with the cost of investing in other mutual funds.


  The example assumes that you invest $10,000 in the fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. To the extent fees are waived or
expenses reimbursed, expenses will be lower. Although your actual returns and
costs may be higher or lower, based on these assumptions your costs would be:



<TABLE>
<CAPTION>
         1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class A   $613     $903     $1,214     $2,096
Class B    710      949      1,314      2,234
Class C    310      649      1,114      2,400
- ----------------------------------------------
</TABLE>


You would pay the following expenses if you did not redeem your shares:


<TABLE>
<CAPTION>
         1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class A   $613     $903     $1,214     $2,096
Class B    210      649      1,114      2,234
Class C    210      649      1,114      2,400
- ----------------------------------------------
</TABLE>


                                        4
<PAGE>   206
                           -------------------------
                           AIM STRATEGIC INCOME FUND
                           -------------------------

FUND MANAGEMENT
- --------------------------------------------------------------------------------


THE ADVISOR



A I M Advisors, Inc. (the advisor) serves as the fund's investment advisor. The
advisor is located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.
The advisor supervises all aspects of the fund's operations and provides
investment advisory services to the fund, including obtaining and evaluating
economic, statistical and financial information to formulate and implement
investment programs for the fund.



  The advisor has acted as an investment advisor since its organization in 1976.
Today, the advisor, together with its subsidiaries, advises or manages over 120
investment portfolios, including the fund, encompassing a broad range of
investment objectives.


ADVISOR COMPENSATION


During the fiscal year ended October 31, 1999, the advisor received compensation
of 0.73% of average daily net assets.


PORTFOLIO MANAGERS


The advisor uses a team approach to investment management. The individual
members of the team who are primarily responsible for the day-to-day management
of the fund's portfolio, all of whom are officers of A I M Capital Management,
Inc., a wholly owned subsidiary of the advisor, are



- - Robert G. Alley, Senior Portfolio Manager, who has been responsible for the
  fund since 2000 and has been associated with the advisor and/or its affiliates
  since 1992.



- - Jan H. Friedli, Portfolio Manager, who has been responsible for the fund since
  2000 and has been associated with the advisor and/or its affiliates since
  1999. From 1997 to 1999, he was global fixed-income portfolio manager for
  Nicholas-Applegate Capital Management. From 1994 to 1997, he was international
  fixed-income trader and analyst for Strong Capital Management.



- - Carolyn L. Gibbs, Senior Portfolio Manager, who has been responsible for the
  fund since 2000 and has been associated with the advisor and/or its affiliates
  since 1992.



- - Eric J. Peyton, Portfolio Manager, who has been responsible for the fund since
  2000 and has been associated with the advisor and/or its affiliates since
  1998. From 1993 to 1998, he was an equity derivative trader for Cargill
  Financial Markets.





OTHER INFORMATION
- --------------------------------------------------------------------------------

SALES CHARGES

Purchases of Class A shares of AIM Strategic Income Fund are subject to the
maximum 4.75% initial sales charge as listed under the heading "CATEGORY II
Initial Sales Charges" in the "Shareholder Information--Choosing a Share Class"
section of this prospectus.

  Purchases of Class B and Class C shares are subject to the contingent deferred
sales charges listed in that section.

DIVIDENDS AND DISTRIBUTIONS


The fund expects that its distributions will consist primarily of income.


DIVIDENDS

The fund generally declares and pays dividends, if any, monthly.

CAPITAL GAINS DISTRIBUTIONS


The fund generally distributes long-term and short-term capital gains, if any,
annually.



                                        5
<PAGE>   207
                           -------------------------
                           AIM STRATEGIC INCOME FUND
                           -------------------------

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the fund's
financial performance. Certain information reflects financial results for a
single fund share.

  The total returns in the table represent the rate that an investor would have
earned (or lost) on an investment in the fund (assuming reinvestment of all
dividends and distributions).


  This information has been audited by PricewaterhouseCoopers LLP, whose report,
along with the fund's financial statements, is included in the fund's annual
report, which is available upon request.



<TABLE>
<CAPTION>
                                                                        CLASS A
- ------------------------------------------------------------------------------------------------------
                                                                YEAR ENDED OCTOBER 31,
                                                   1999       1998(a)      1997     1996(a)    1995(a)
- ------------------------------------------------------------------------------------------------------
<S>                                               <C>        <C>        <C>        <C>        <C>
Net asset value, beginning of period              $ 10.80    $  12.00   $  11.76   $  10.32   $  10.88
Income from investment operations:
  Net investment income                              0.68        0.91(b)    0.74       0.89       0.97
  Net realized and unrealized gain (loss) on
    investments and foreign currencies              (0.66)      (1.27)      0.34       1.44      (0.69)
    Net increase (decrease) from investment
      operations                                     0.02       (0.36)      1.08       2.33       0.28
Distributions to shareholders:
  From net investment income                        (0.65)      (0.65)     (0.78)     (0.82)     (0.80)
  In excess of net investment income                   --          --      (0.06)     (0.07)        --
  Return of capital                                 (0.04)      (0.19)        --         --      (0.04)
    Total distributions                             (0.69)      (0.84)     (0.84)     (0.89)     (0.84)
Net asset value, end of period                    $ 10.13    $  10.80   $  12.00   $  11.76   $  10.32
Total return(c)                                      0.06%      (3.41)%     9.40%     23.00%      3.06%
- ------------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- ------------------------------------------------------------------------------------------------------
Net assets, end of period (in 000s)               $68,675    $102,280   $138,715   $185,126   $188,165
Ratio of net investment income to average net
  assets                                             6.44%(d)    7.73%      6.18%      8.09%      9.64%
Ratio of expenses to average net assets
  excluding interest expense                         1.39%(d)    1.56%      1.44%      1.40%      1.45%
Ratio of interest expense to average net assets      0.02%        N/A        N/A        N/A        N/A
Portfolio turnover rate                               235%        306%       149%       177%       238%
- ------------------------------------------------------------------------------------------------------
</TABLE>



(a) These selected per share data were calculated based upon average shares
    outstanding during the period.


(b) Net investment income per share reflects an interest payment received from
    the conversion of Vnesheconombank loan agreements of $0.11 per share.


(c) Total return does not include sales charges and is not annualized for
    periods less than one year.


(d) Ratios are based on average net assets of $86,462,180.

N/A Not applicable.

                                        6
<PAGE>   208
                           -------------------------
                           AIM STRATEGIC INCOME FUND
                           -------------------------

FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                        CLASS B
- --------------------------------------------------------------------------------------------------------
                                                                 YEAR ENDED OCTOBER 31,
                                                    1999      1998(a)      1997     1996(a)    1995(a)
- --------------------------------------------------------------------------------------------------------
<S>                                               <C>          <C>        <C>        <C>        <C>
Net asset value, beginning of period              $  10.81     $  12.01   $  11.77   $  10.33   $  10.88
Income from investment operations:
  Net investment income                               0.62         0.84(b)    0.67       0.82       0.91
  Net realized and unrealized gain (loss) on
    investments and foreign currencies               (0.66)       (1.28)      0.33       1.44      (0.69)
    Net increase (decrease) from investment
      operations                                     (0.04)       (0.44)      1.00       2.26       0.22
Distributions to shareholders:
  From net investment income                         (0.58)       (0.57)     (0.71)     (0.75)     (0.73)
  In excess of net investment income                    --           --      (0.05)     (0.07)        --
  Return of capital                                  (0.04)       (0.19)        --         --      (0.04)
    Total distributions                              (0.62)       (0.76)     (0.76)     (0.82)     (0.77)
Net asset value, end of period                    $  10.15     $  10.81   $  12.01   $  11.77   $  10.33
Total return(c)                                      (0.52)%      (4.04)%     8.70%     22.15%      2.48%
- --------------------------------------------------------------------------------------------------------
Ratios and supplemental data:
- --------------------------------------------------------------------------------------------------------
Net assets, end of period (in 000's)              $118,904     $188,660   $281,376   $333,178   $357,852
Ratio of net investment income to average net
  assets                                              5.78%(d)     7.08%      5.53%      7.44%      8.99%
Ratio of expenses to average net assets
  excluding interest expense                          2.05%(d)     2.21%      2.09%      2.05%      2.10%
Ratio of interest expense to average net assets       0.02%         N/A        N/A        N/A        N/A
Portfolio turnover rate                                235%         306%       149%       177%       238%
- --------------------------------------------------------------------------------------------------------
</TABLE>



(a) These selected per share data were calculated based upon average shares
    outstanding during the period.


(b) Net investment income per share reflects an interest payment received from
    the conversion of Vnesheconombank loan agreements of $0.11 per share.


(c) Total return does not include sales charges and is not annualized for
    periods less than one year.


(d) Ratios are based on average net assets of $155,200,726.

N/A Not applicable


<TABLE>
<CAPTION>
                                                                 CLASS C
                                                              --------------
                                                              MARCH 1, 1999
                                                              TO OCTOBER 31,
                                                                   1999
- ----------------------------------------------------------------------------
<S>                                                           <C>
Net asset value, beginning of period                              $10.78
Income from investment operations:
  Net investment income                                             0.33
  Net realized and unrealized gain (loss) on investments and
    foreign currencies                                             (0.63)
    Net increase (decrease) from investment operations             (0.30)
Distributions to shareholders:
  From net investment income                                       (0.31)
  In excess of net investment income                                  --
  Return of capital                                                (0.03)
    Total distributions                                            (0.34)
Net asset value, end of period                                    $10.14%
Total return(a)                                                    (1.08)%
- ----------------------------------------------------------------------------
Ratios and supplemental data:
- ----------------------------------------------------------------------------
Net assets, end of period (in 000's)                              $  251
Ratio of net investment income to average net assets                5.78%(b)
Ratio of expenses to average net assets excluding interest
  expense                                                           2.05%(b)
Ratio of interest expense to average net assets                     0.02%
Portfolio turnover rate                                              235%
- ----------------------------------------------------------------------------
</TABLE>



(a)Total return does not include sales charges and is not annualized for periods
   less than one year.


(b)Ratios are annualized and based on average net assets of $53,046.



                                        7
<PAGE>   209
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to
many other mutual funds (the AIM Funds). The following information is about all
the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing
an interest in the same portfolio of investments. When choosing a share class,
you should consider the factors below:

<TABLE>
<CAPTION>
CLASS A                              CLASS B                              CLASS C
- ---------------------------------------------------------------------------------------------------------
<S>                                  <C>                                  <C>
- - Initial sales charge               - No initial sales charge            - No initial sales charge

- - Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain purchases         charge on redemptions within         charge on redemptions within
                                       six years                            one year

- - Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares         - Does not convert to Class A
                                       after eight years along with a       shares
                                       pro rata portion of its
                                       reinvested dividends and
                                       distributions(1)

- - Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors
</TABLE>

      (1) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve
          Shares.

          AIM Global Trends Fund: If you held Class B shares on May 29,
          1998 and continue to hold them, those shares will convert to
          Class A shares of that fund seven years after your date of
          purchase. If you exchange those shares for Class B shares of
          another AIM Fund, the shares into which you exchanged will
          not convert to Class A shares until eight years after your
          date of purchase of the original shares.

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

DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans
that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc.
(the distributor) for the sale and distribution of its shares and fees for
services provided to shareholders, all or a substantial portion of which are
paid to the dealer of record. Because the AIM Fund pays these fees out of its
assets on an ongoing basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.

SALES CHARGES

Generally, you will not pay a sales charge on purchases or redemptions of Class
A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money
Market Fund. You may be charged a contingent deferred sales charge if you redeem
AIM Cash Reserve Shares of AIM Money Market Fund acquired through certain
exchanges. Sales charges on all other AIM Funds and classes of those Funds are
detailed below. As used below, the term "offering price" with respect to all
categories of Class A shares includes the initial sales charge.

INITIAL SALES CHARGES

The AIM Funds are grouped into three categories with respect to initial sales
charges. The "Other Information" section of your prospectus will tell you in
what category your particular AIM Fund is classified.

<TABLE>
<CAPTION>
             CATEGORY I INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
            Less than $  25,000       5.50%          5.82%
$ 25,000 but less than $  50,000      5.25           5.54
$ 50,000 but less than $ 100,000      4.75           4.99
$100,000 but less than $ 250,000      3.75           3.90
$250,000 but less than $ 500,000      3.00           3.09
$500,000 but less than $1,000,000     2.00           2.04
- -------------------------------------------------------------
</TABLE>


                                      A-1                            MCF--02/00


<PAGE>   210
                                 -------------
                                 THE AIM FUNDS
                                 -------------

<TABLE>
<CAPTION>
CATEGORY II INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                             INVESTOR'S
                                            SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                              <C>              <C>
             Less than $   50,000      4.75%          4.99%
$ 50,000 but less than $  100,000      4.00           4.17
$100,000 but less than $  250,000      3.75           3.90
$250,000 but less than $  500,000      2.50           2.56
$500,000 but less than $1,000,000      2.00           2.04
- -------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
CATEGORY III INITIAL SALES CHARGES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                            INVESTOR'S
                                           SALES CHARGE
                                 ----------------------------
AMOUNT OF INVESTMENT               AS A % OF       AS A % OF
IN SINGLE TRANSACTION            OFFERING PRICE   INVESTMENT
- -------------------------------------------------------------
<S>                                <C>              <C>
             Less than $  100,000      1.00%          1.01%
$100,000 but less than $  250,000      0.75           0.76
$250,000 but less than $1,000,000      0.50           0.50
- -------------------------------------------------------------
</TABLE>

CONTINGENT DEFERRED SALES CHARGES FOR CLASS A SHARES

You can purchase $1,000,000 or more of Class A shares at net asset value.
However, if you purchase shares of that amount in Categories I or II, they will
be subject to a contingent deferred sales charge (CDSC) of 1% if you redeem them
prior to 18 months after the date of purchase. The distributor may pay a dealer
concession and/or a service fee for purchases of $1,000,000 or more.

CONTINGENT DEFERRED SALES CHARGES FOR
CLASS B AND CLASS C SHARES

You can purchase Class B and Class C shares at their net asset value per share.
However, when you redeem them, they are subject to a CDSC in the following
percentages:

<TABLE>
<CAPTION>
YEAR SINCE
PURCHASE MADE          CLASS B            CLASS C
- ----------------------------------------------------------
<S>                   <C>                <C>
First                         5%                 1%
Second                        4                None
Third                         3                None
Fourth                        3                None
Fifth                         2                None
Sixth                         1                None
Seventh and following       None               None
- ----------------------------------------------------------
</TABLE>

COMPUTING A CDSC

The CDSC on redemptions of shares is computed based on the lower of their
original purchase price or current market value, net of reinvested dividends and
capital gains distributions. In determining whether to charge a CDSC, we will
assume that you have redeemed shares on which there is no CDSC first and, then,
shares in the order of purchase.

REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS

You may qualify for reduced sales charges or sales charge exceptions. To qualify
for these reductions or exceptions, you or your financial consultant must
provide sufficient information at the time of purchase to verify that your
purchase qualifies for such treatment.

REDUCED SALES CHARGES

You may be eligible to buy Class A shares at reduced initial sales charge rates
under Rights of Accumulation or Letters of Intent under certain circumstances.

Rights of Accumulation

You may combine your new purchases of Class A shares with Class A shares
currently owned for the purpose of qualifying for the lower initial sales charge
rates that apply to larger purchases. The applicable initial sales charge for
the new purchase is based on the total of your current purchase and the current
value of all Class A shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount
of Class A shares of AIM Funds during a 13-month period. The amount you agree to
purchase determines the initial sales charge you pay. If the full face amount of
the LOI is not invested by the end of the 13-month period, your account will be
adjusted to the higher initial sales charge level for the amount actually
invested.

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- - on shares purchased by reinvesting dividends and distributions;

- - when exchanging shares among certain AIM Funds;

- - when using the reinstatement privilege; and

- - when a merger, consolidation, or acquisition of assets of an AIM Fund occurs.

CONTINGENT DEFERRED SALES CHARGE (CDSC) EXCEPTIONS

You will not pay a CDSC

- - if you redeem Class B shares you held for more than six years;

- - if you redeem Class C shares you held for more than one year;

- - if you redeem shares acquired through reinvestment of dividends and
  distributions; and

- - on increases in the net asset value of your shares.

There may be other situations when you may be able to purchase or redeem shares
at reduced or without sales charges. Consult the fund's Statement of Additional
Information for details.


MCF--02/00                            A-2


<PAGE>   211
                                 -------------
                                 THE AIM FUNDS
                                 -------------


PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Mid
Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

<TABLE>
<CAPTION>
                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
- ----------------------------------------------------------------------------------------------------------------
<S>                                              <C>                                         <C>
Savings Plans (money-purchase/profit sharing     $ 0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)
Automatic Investment Plans                        50                                                 50
IRA, Education IRA or Roth IRA                   250                                                 50
All other accounts                               500                                                 50
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

HOW TO PURCHASE SHARES

You may purchase shares using one of the options below.

PURCHASE OPTIONS


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
- ----------------------------------------------------------------------------------------------------------
<S>                             <C>                                    <C>
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and purchase payment to the            slip from your confirmation
                                transfer agent,                        statement to the transfer agent.
                                A I M Fund Services, Inc.,
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By AIM Bank Connection(SM)      Open your account using one of the     Mail completed AIM Bank Connection
                                methods described above.               form to the transfer agent. Once
                                                                       the transfer agent has received the
                                                                       form, call the transfer agent to
                                                                       place your purchase order.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. The
                                                                       maximum purchase amount per
                                                                       transaction is $100,000. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
- ----------------------------------------------------------------------------------------------------------
</TABLE>


                                      A-3                            MCF--02/00


<PAGE>   212
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing
the AIM Fund to withdraw the amount of your investment from your bank account on
a day or dates you specify and in an amount of at least $50. You may stop the
Automatic Investment Plan at any time by giving the transfer agent notice ten
days prior to your next scheduled withdrawal.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic monthly or quarterly
exchanges, if permitted, from one AIM Fund account to one or more other AIM Fund
accounts with the identical registration. The account from which exchanges are
to be made must have a minimum balance of $5,000 before you can use this option.
Exchanges will occur on (or about) the 10th or 25th day of the month, whichever
you specify, in the amount you specify. The minimum amount you can exchange to
another AIM Fund is $50.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any
AIM Fund at net asset value. Unless you specify otherwise, your dividends and
distributions will automatically be reinvested in the same AIM Fund. You may
invest your dividends and distributions (1) into another AIM Fund in the same
class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM
Money Market Fund, or vice versa.

  You must comply with the following requirements to be eligible to invest your
dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at
    least $5,000; or (b) in the AIM Fund receiving the dividend must be at least
    $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into
    another AIM Fund.

PORTFOLIO REBALANCING PROGRAM

If you have at least $5,000 in your account, you may participate in the
Portfolio Rebalancing Program. Under this Program, you can designate how the
total value of your AIM Fund holdings should be rebalanced, on a percentage
basis, between two and ten of your AIM Funds on a quarterly, semiannual or
annual basis. Your portfolio will be rebalanced through the exchange of shares
in one or more of your AIM Funds for shares of the same class of one or more
other AIM Funds in your portfolio. If you wish to participate in the Program,
make changes or cancel the Program, the transfer agent must receive your request
to participate, changes, or cancellation in good order at least five business
days prior to the next rebalancing date, which is normally the 28th day of the
last month of the period you choose. You may realize taxable gains from these
exchanges. We may modify, suspend or terminate the Program at any time on 60
days' prior written notice.

RETIREMENT PLANS

Shares of most of the AIM Funds can be purchased through tax-sheltered
retirement plans made available to corporations, individuals and employees of
non-profit organizations and public schools. A plan document must be adopted to
establish a retirement plan. You may use AIM Funds-sponsored retirement plans,
which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans,
SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or
another sponsor's retirement plan. The plan custodian of the AIM Funds-sponsored
retirement plan assesses an annual maintenance fee of $10. Contact your
financial consultant for details.

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. However, if
you acquired Class A shares of AIM Developing Markets Fund in connection with
the reorganization of AIM Eastern Europe Fund, you will be charged a redemption
fee of 2% of the net asset value of those shares, which will be paid to AIM
Developing Markets Fund, if you redeem your shares within the first year after
the reorganization. Your broker or financial consultant may charge service fees
for handling redemption transactions. Your shares also may be subject to a
contingent deferred sales charge (CDSC).

REDEMPTION OF AIM CASH RESERVE SHARES OF
AIM MONEY MARKET FUND ACQUIRED BY EXCHANGE

If you redeem AIM Cash Reserve Shares acquired by exchange from Class A shares
subject to a CDSC within 18 months of the purchase of the Class A shares, you
will be charged a CDSC.

REDEMPTION OF CLASS B SHARES OR CLASS C
SHARES ACQUIRED BY EXCHANGE FROM AIM CASH
RESERVE SHARES OF AIM MONEY MARKET FUND

We will begin the holding period for purposes of calculating the CDSC on Class B
shares or Class C shares acquired by exchange from AIM Cash Reserve Shares of
AIM Money Market Fund at the time of the exchange into Class B shares or Class C
shares.

REDEMPTION OF CLASS B SHARES ACQUIRED BY
EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM
Floating Rate Fund, the early withdrawal charge applicable to shares of AIM
Floating Rate Fund will be applied instead of the CDSC normally applicable to
Class B shares.


MCF--02/00                            A-4


<PAGE>   213
                                 -------------
                                 THE AIM FUNDS
                                 -------------

HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

<TABLE>
<S>                           <C>
Through a Financial           Contact your financial consultant.
Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM Fund and your account number; (3) if
                              the transfer agent does not hold your shares, endorsed share
                              certificates or share certificates accompanied by an
                              executed stock power; and (4) signature guarantees, if
                              necessary (see below). The transfer agent may require that
                              you provide additional information, such as corporate
                              resolutions or powers of attorney, if applicable. If you are
                              redeeming from an IRA account, you must include a statement
                              of whether or not you are at least 59 1/2 years old and
                              whether you wish to have federal income tax withheld from
                              your proceeds. The transfer agent may require certain other
                              information before you can redeem from an employer-sponsored
                              retirement plan. Contact your employer for details.

By Telephone                  Call the transfer agent. You will be allowed to redeem by
                              telephone if (1) the proceeds are to be mailed to the
                              address on record (if there has been no change communicated
                              to us within the last 30 days) or transferred electronically
                              to a pre-authorized checking account; (2) you do not hold
                              physical share certificates; (3) you can provide proper
                              identification information; (4) the proceeds of the
                              redemption do not exceed $50,000; and (5) you have not
                              previously declined the telephone redemption privilege.
                              Certain accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. The transfer agent
                              must receive your call during the hours of the customary
                              trading session of the New York Stock Exchange (NYSE) in
                              order to effect the redemption at that day's closing price.

By AIM Internet Connect       Place your redemption request at www.aimfunds.com. You will
                              be allowed to redeem by internet if (1) you do not hold
                              physical share certificates; (2) you can provide proper
                              identification information; (3) the proceeds of the
                              redemption do not exceed $50,000; and (4) you have
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. The
                              transfer agent must confirm your transaction during the
                              hours of the customary trading session of the NYSE in order
                              to effect the redemption at that day's closing price.
</TABLE>

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

TIMING AND METHOD OF PAYMENT

We normally will send out checks within one business day, and in any event no
more than seven days, after we accept your request to redeem. If you redeem
shares recently purchased by check, you will be required to wait up to ten
business days before we will send your redemption proceeds. This delay is
necessary to ensure that the purchase check has cleared.

REDEMPTION BY MAIL

If you mail us a request in good order to redeem your shares, we will mail you a
check in the amount of the redemption proceeds to the address on record with us.
If your request is not in good order, you may have to provide us with additional
documentation in order to redeem your shares.

REDEMPTION BY TELEPHONE

If you redeem by telephone, we will mail you a check in the amount of the
redemption proceeds to your address of record (if there has been no change
communicated to the transfer agent within the previous 30 days) or transmit them
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by telephone are genuine and are not
liable for telephone instructions that are reasonably believed to be genuine.

REDEMPTION BY INTERNET

If you redeem by internet, we will transmit your redemption proceeds
electronically to your pre-authorized bank account. We use reasonable procedures
to confirm that instructions communicated by internet are genuine and are not
liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

You may arrange for regular monthly or quarterly withdrawals from your account
of at least $50. You also may make annual withdrawals if you own Class A shares.
We will redeem enough shares from your account to cover the amount withdrawn.
You must have an account balance of at least $5,000 to establish a Systematic
Withdrawal Plan. You can stop this plan at any time by giving ten days prior
notice to the transfer agent.

EXPEDITED REDEMPTIONS

(AIM Cash Reserve Shares of AIM Money Market Fund only)

If we receive your redemption order before 11:30 a.m. Eastern Time, we will try
to transmit payment of redemption proceeds on that same day. If we receive your
redemption order after 11:30 a.m. Eastern Time and before the close of the
customary trading session of the NYSE, we generally will transmit payment on the
next business day.


                                      A-5                            MCF--02/00


<PAGE>   214
                                 -------------
                                 THE AIM FUNDS
                                 -------------

REDEMPTIONS BY CHECK

(Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM
Money Market Fund only)

You may redeem shares of these AIM Funds by writing checks in amounts of $250 or
more if you have completed an authorization form. Redemption by check is not
available for retirement accounts.

SIGNATURE GUARANTEES

We require a signature guarantee when you redeem by mail and

(1) the amount is greater than $50,000;

(2) you request that payment be made to someone other than the name registered
    on the account;

(3) you request that payment be sent somewhere other than the bank of record on
    the account; or

(4) you request that payment be sent to a new address or an address that changed
    in the last 30 days.

The transfer agent will accept a guarantee of your signature by a number of
financial institutions. Call the transfer agent for additional information. Some
institutions have transaction amount maximums for these guarantees. Please check
with the guarantor institution.

REINSTATEMENT PRIVILEGE (Class A shares only)

You may, within 90 days after you sell Class A shares (except Class A shares of
AIM Tax-Exempt Cash Fund), reinvest all or part of your redemption proceeds in
Class A shares of any AIM Fund at net asset value in an identically registered
account. If you sold Class A shares of AIM Limited Maturity Treasury Fund or AIM
Tax-Free Intermediate Fund, you will incur an initial sales charge reflecting
the difference between the initial sales charges on those Funds and the ones in
which you will be investing. In addition, if you paid a contingent deferred
sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC
if you later redeem that amount. You must notify the transfer agent in writing
at the time you reinstate that you are exercising your reinstatement privilege.
You may exercise this privilege only once per year.

REDEMPTIONS BY THE AIM FUNDS

If your account has been open at least one year, you have not made an additional
purchase in the account during the past six calendar months, and the value of
your account falls below $500 for three consecutive months due to redemptions or
exchanges (excluding retirement accounts), the AIM Funds have the right to
redeem the account after giving you 60 days' prior written notice. You may avoid
having your account redeemed during the notice period by bringing the account
value up to $500 or by utilizing the Automatic Investment Plan.
  If an AIM Fund determines that you have not provided a correct Social Security
or other tax ID number on your account application, the AIM Fund may, at its
discretion, redeem the account and distribute the proceeds to you.

EXCHANGING SHARES

You may, under certain circumstances, exchange shares in one AIM Fund for those
of another AIM Fund. Before requesting an exchange, review the prospectus of the
AIM Fund you wish to acquire. Exchange privileges also apply to holders of the
Connecticut General Guaranteed Account, established for tax-qualified group
annuities, for contracts purchased on or before June 30, 1992.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the
same class of another AIM Fund. You may exchange AIM Cash Reserve Shares of AIM
Money Market Fund for Class A shares of another AIM Fund, or vice versa. You
also may exchange AIM Cash Reserve Shares of AIM Money Market Fund for Class B
shares or Class C shares of another AIM Fund, but only if the AIM Cash Reserve
Shares were purchased directly and not acquired by exchange. You may be required
to pay an initial sales charge when exchanging from a Fund with a lower initial
sales charge than the one into which you are exchanging. If you exchange from
Class A shares not subject to a CDSC into Class A shares subject to those
charges, you will be charged a CDSC when you redeem the exchanged shares. The
CDSC charged on redemption of those shares will be calculated starting on the
date you acquired those shares through exchange.



YOU WILL NOT PAY A SALES CHARGE WHEN EXCHANGING:

(1) Class A shares with an initial sales charge (except for Class A shares of
    AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for
    Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money
    Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
    Intermediate Fund for

    (a) one another;

    (b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of
        AIM Tax-Exempt Cash Fund; or

    (c) Class A shares of another AIM Fund, but only if

       (i)  you acquired the original shares before May 1, 1994; or

       (ii) you acquired the original shares on or after May 1, 1994 by way of
            an exchange from shares with higher sales charges;

(3) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM
    Tax-Exempt Cash Fund for

    (a) one another;

    (b) Class A shares of an AIM Fund subject to an initial sales charge (except
        for Class A shares of AIM Limited


MCF--02/00                            A-6


<PAGE>   215
                                 -------------
                                 THE AIM FUNDS
                                 -------------

        Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), but only if
        you acquired the original shares

       (i)  prior to May 1, 1994 by exchange from Class A shares subject to an
            initial sales charge;

       (ii) on or after May 1, 1994 by exchange from Class A shares subject to
            an initial sales charge (except for Class A shares of AIM Limited
            Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

    (c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
        Intermediate Fund, but only if you acquired the original shares by
        exchange from Class A shares subject to an initial sales charge; or

(4) Class B shares for other Class B shares, and Class C shares for other Class
    C shares.

(5) AIM Cash Reserve Shares of AIM Money Market Fund for Class B shares and
    Class C shares.

EXCHANGES NOT PERMITTED

You may not exchange Class A shares subject to contingent deferred sales charges
for Class A shares of AIM Limited Maturity Treasury Fund, AIM Tax-Free
Intermediate Fund or AIM Tax-Exempt Cash Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- - You must meet the minimum purchase requirements for the AIM Fund into which
  you are exchanging;

- - Shares of the AIM Fund you wish to acquire must be available for sale in your
  state of residence;

- - Exchanges must be made between accounts with identical registration
  information;

- - The account you wish to exchange from must have a certified tax identification
  number (or the Fund has received an appropriate Form W-8 or W-9);

- - Shares must have been held for at least one day prior to the exchange;

- - If you have physical share certificates, you must return them to the transfer
  agent prior to the exchange; and

- - You are limited to a maximum of 10 exchanges per calendar year, because
  excessive short-term trading or market-timing activity can hurt fund
  performance. If you exceed that limit, or if an AIM Fund or the distributor
  determines, in its sole discretion, that your short-term trading is excessive
  or that you are engaging in market-timing activity, it may reject any
  additional exchange orders. An exchange is the movement out of (redemption)
  one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM Fund may delay the purchase of shares
being acquired in an exchange for up to five business days if it determines that
it would be materially disadvantaged by the immediate transfer of exchange
proceeds. There is no fee for exchanges. The exchange privilege is not an option
or right to purchase shares. Any of the participating AIM Funds or the
distributor may modify or discontinue this privilege at any time.

BY MAIL

If you wish to make an exchange by mail, you must include original signatures of
each registered owner exactly as the shares are registered, the account
registration and account number, the dollar amount or number of shares to be
exchanged and the names of the AIM Funds from which and into which the exchange
is to be made.

BY TELEPHONE

Conditions that apply to exchanges by telephone are the same as redemptions by
telephone, including that the transfer agent must receive exchange requests
during the hours of the customary trading session of the NYSE; however, you
still will be allowed to exchange by telephone even if you have changed your
address of record within the preceding 30 days.

BY INTERNET

You will be allowed to exchange by internet if (1) you do not hold physical
share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time
you held the original shares will be added to the holding period of the Class B
or Class C shares, respectively, into which you exchanged for the purpose of
calculating contingent deferred sales charges (CDSC) if you later redeem the
exchanged shares. If you redeem Class B shares acquired by exchange via a tender
offer by AIM Floating Rate Fund, you will be credited with the time period you
held the shares of AIM Floating Rate Fund for the purpose of computing the early
withdrawal charge applicable to those shares.

- --------------------------------------------------------------------------------
 EACH AIM FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO:

 - REJECT OR CANCEL ANY PART OF ANY PURCHASE OR EXCHANGE ORDER;

 - MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY AIM FUND;

 - REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND
   SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

 - WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.
- --------------------------------------------------------------------------------


                                      A-7                            MCF--02/00


<PAGE>   216
                                 -------------
                                 THE AIM FUNDS
                                 -------------

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The
AIM Funds value portfolio securities for which market quotations are readily
available at market value. The AIM Funds value short-term investments maturing
within 60 days at amortized cost, which approximates market value. AIM Money
Market Fund and AIM Tax-Exempt Cash Fund value all of their securities at
amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund, AIM
Tax-Exempt Bond Fund of Connecticut and AIM Tax-Free Intermediate Fund value
variable rate securities that have an unconditional demand or put feature
exercisable within seven days or less at par, which reflects the market value of
such securities.


  The AIM Funds value all other securities and assets at their fair value.
Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day. In addition, if,
between the time trading ends on a particular security and the close of the
customary trading session of the NYSE, events occur that materially affect the
value of the security, the AIM Funds may value the security at its fair value as
determined in good faith by or under the supervision of the Board of Directors
or Trustees of the AIM Fund. The effect of using fair value pricing is that an
AIM Fund's net asset value will be subject to the judgment of the Board of
Directors or Trustees or its designee instead of being determined by the market.
Because some of the AIM Funds may invest in securities that are primarily listed
on foreign exchanges, the value of those funds' assets may change on days when
you will not be able to purchase or redeem fund shares.


  Each AIM Fund determines the net asset value of its shares as of the close of
the customary trading session of the NYSE on each day the NYSE is open for
business. AIM Money Market Fund also determines its net asset value as of 12:00
noon Eastern Time on each day the NYSE is open for business.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary
trading session of the NYSE. The AIM Funds price purchase, exchange and
redemption orders at the net asset value calculated after the transfer agent
receives an order in good form. An AIM Fund may postpone the right of redemption
only under unusual circumstances, as allowed by the Securities and Exchange
Commission, such as when the NYSE restricts or suspends trading.

TAXES

In general, dividends and distributions you receive are taxable as ordinary
income or long-term capital gains for federal income tax purposes, whether you
reinvest them in additional shares or take them in cash. Distributions are
taxable to you at different rates depending on the length of time the fund holds
its assets. Different tax rates apply to ordinary income and long-term capital
gain distributions, regardless of how long you have held your shares. Every
year, you will be sent information showing the amount of dividends and
distributions you received from each AIM Fund during the prior year.

  Any long-term or short-term capital gains realized from redemptions of AIM
Fund shares will be subject to federal income tax. Exchanges of shares for
shares of another AIM Fund are treated as a sale, and any gain realized on the
transaction will generally be subject to federal income tax.

  INVESTORS IN TAX-EXEMPT FUNDS SHOULD READ THE INFORMATION UNDER THE HEADING
"OTHER INFORMATION -- SPECIAL TAX INFORMATION REGARDING THE FUND" IN THIS
PROSPECTUS.

  The foreign, state and local tax consequences of investing in AIM Fund shares
may differ materially from the federal income tax consequences described above.
You should consult your tax advisor before investing.


MCF--02/00                            A- 8


<PAGE>   217
                           -------------------------
                           AIM STRATEGIC INCOME FUND
                           -------------------------

OBTAINING ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

More information may be obtained free of charge upon request. The Statement of
Additional Information (SAI), a current version of which is on file with the
Securities and Exchange Commission (SEC), contains more details about the fund
and is incorporated by reference into the prospectus (is legally a part of this
prospectus). Annual and semiannual reports to shareholders contain additional
information about the fund's investments. The fund's annual report also
discusses the market conditions and investment strategies that significantly
affected the fund's performance during its last fiscal year.

  If you have questions about this fund, another fund in The AIM Family of
Funds--Registered Trademark-- or your account, or wish to obtain free copies of
the fund's current SAI or annual or semiannual reports, please contact us:

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

<TABLE>
<S>                          <C>
BY MAIL:                     A I M Fund Services, Inc.
                             P.O. Box 4739
                             Houston, TX 77210-4739

BY TELEPHONE:                (800) 347-4246

BY E-MAIL:                   [email protected]

ON THE INTERNET:             http://www.aimfunds.com
                             (prospectuses and annual
                             and semiannual reports only)
</TABLE>
- --------------------------------------------------------------------------------

You also can review and obtain copies of the fund's SAI, reports and other
information at the SEC's Public Reference Room in Washington, DC; on the EDGAR
database on the SEC's Internet website (http://www.sec.gov); or, after paying a
duplication fee, by sending a letter to the SEC's Public Reference Section,
Washington, DC 20549-0102 or by sending an electronic mail request to
[email protected]. Please call the SEC at 1-202-942-8090 for information about
the Public Reference Room.

- -----------------------------------
AIM Strategic Income Fund
SEC 1940 Act file number: 811-05426
- -----------------------------------

[AIM LOGO APPEARS HERE]   www.aimfunds.com   SINC-PRO-1   INVEST WITH DISCIPLINE
                                                        --Registered Trademark--
<PAGE>   218
                                                                    STATEMENT OF
                                                          ADDITIONAL INFORMATION



                     CLASS A, CLASS B AND CLASS C SHARES OF
                           AIM DEVELOPING MARKETS FUND
                         AIM LATIN AMERICAN GROWTH FUND




                              (SERIES PORTFOLIOS OF
                              AIM INVESTMENT FUNDS)





                                11 GREENWAY PLAZA
                                    SUITE 100
                            HOUSTON, TEXAS 77046-1173
                                 (713) 626-1919









        THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND
            IT SHOULD BE READ IN CONJUNCTION WITH A PROSPECTUS OF THE
             ABOVE-NAMED FUNDS, A COPY OF WHICH MAY BE OBTAINED FREE
                 OF CHARGE FROM AUTHORIZED DEALERS OR BY WRITING
                             AIM DISTRIBUTORS, INC.,
                    P.O. BOX 4739, HOUSTON, TEXAS 77210-4739
                          OR BY CALLING (800) 347-4246







          STATEMENT OF ADDITIONAL INFORMATION DATED FEBRUARY 28, 2000,
 RELATING TO THE AIM DEVELOPING MARKETS FUND PROSPECTUS DATED FEBRUARY 28, 2000,
    AND THE AIM LATIN AMERICAN GROWTH FUND PROSPECTUS DATED FEBRUARY 28, 2000





<PAGE>   219



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                                                                PAGE

<S>                                                                                                             <C>
INTRODUCTION......................................................................................................1


GENERAL INFORMATION ABOUT THE FUNDS...............................................................................1

         The Trust and Its Shares.................................................................................1

INVESTMENT STRATEGIES AND RISKS...................................................................................2

         Investment Objectives....................................................................................2
         Selection of Investments and Asset Allocation............................................................4
         Equity-Linked Derivatives................................................................................6
         Investments in Other Investment Companies................................................................6
         Privatizations...........................................................................................7
         When-Issued and Forward Commitment Securities............................................................7
         Depositary Receipts......................................................................................7
         Warrants or Rights.......................................................................................8
         Lending of Portfolio Securities..........................................................................8
         Commercial Bank Obligations..............................................................................8
         Repurchase Agreements....................................................................................8
         Borrowing and Reverse Repurchase Agreements..............................................................9
         Short Sales.............................................................................................10
         Temporary Defensive Strategies..........................................................................10
         Samurai and Yankee Bonds................................................................................11
         Debt Conversions........................................................................................11
         Debt Securities.........................................................................................11
         Premium Securities......................................................................................12
         Indexed Debt Securities.................................................................................12
         Structured Investments..................................................................................13
         Stripped Income Securities..............................................................................13
         Floating and Variable Rate Income Securities............................................................13
         Zero Coupon Securities..................................................................................13
         Indexed Commercial Paper................................................................................14
         Other Indexed Securities................................................................................14
         Swaps, Caps, Floors and Collars.........................................................................14
         Loan Participations and Assignments.....................................................................15

OPTIONS, FUTURES AND CURRENCY STRATEGIES.........................................................................15

         Special Risks of Options, Futures and Currency Strategies...............................................15
         Writing Call Options....................................................................................17
         Writing Put Options.....................................................................................18
         Purchasing Put Options..................................................................................19
         Purchasing Call Options.................................................................................19
         Index Options...........................................................................................20
         Interest Rate, Currency and Stock Index Futures.........................................................21
         Options on Futures Contracts............................................................................23
         Limitations on Use of Futures, Options on Futures and Certain Options on Currencies.....................24
         Forward Contracts.......................................................................................24
         Foreign Currency Strategies--Special Considerations.....................................................25
         Cover...................................................................................................26

RISK FACTORS.....................................................................................................26

         General.................................................................................................26
         Non-Diversified Classification..........................................................................27
         Illiquid Securities.....................................................................................27
</TABLE>



                                       i
<PAGE>   220



<TABLE>
<S>                                                                                                             <C>
         Debt Securities.........................................................................................28
         Loan Participations and Assignments.....................................................................29
         Foreign Securities......................................................................................29

INVESTMENT LIMITATIONS...........................................................................................37

         Developing Markets Fund.................................................................................37
         Latin American Fund.....................................................................................39

EXECUTION OF PORTFOLIO TRANSACTIONS..............................................................................40

         Portfolio Trading and Turnover..........................................................................42

MANAGEMENT.......................................................................................................42

         Trustees and Executive Officers.........................................................................43
         Investment Management and Administration Services.......................................................44

THE DISTRIBUTION PLANS...........................................................................................46

         The Class A and C Plan..................................................................................46
         The Class B Plan........................................................................................47
         Both Plans..............................................................................................47

THE DISTRIBUTOR..................................................................................................51

         Expenses of the Funds...................................................................................52

SALES CHARGES AND DEALER CONCESSIONS.............................................................................53


REDUCTIONS IN INITIAL SALES CHARGES..............................................................................56


CONTINGENT DEFERRED SALES CHARGE EXCEPTIONS......................................................................59


HOW TO PURCHASE AND REDEEM SHARES................................................................................61

         Backup Withholding......................................................................................62

NET ASSET VALUE DETERMINATION....................................................................................63


DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS.........................................................................64

         Reinvestment of Dividends and Distributions.............................................................64
         Tax Matters.............................................................................................64
         General.................................................................................................64
         Reinstatement Privilege.................................................................................65
         Foreign Taxes...........................................................................................65
         Passive Foreign Investment Companies....................................................................65
         Non-U.S. Shareholders...................................................................................66
         Options, Futures and Foreign Currency Transactions......................................................66

SHAREHOLDER INFORMATION..........................................................................................67


MISCELLANEOUS INFORMATION........................................................................................70

         Charges for Certain Account Information.................................................................70
         Custodian and Transfer Agent............................................................................70
         Independent Accountants.................................................................................70
         Legal Matters...........................................................................................70
         Shareholder Liability...................................................................................70
         Control Persons and Principal Holders of Securities.....................................................70

INVESTMENT RESULTS...............................................................................................73
</TABLE>


                                       ii

<PAGE>   221



<TABLE>
<S>                                                                                                             <C>
         Total Return Quotations.................................................................................73
         Performance Information.................................................................................76

APPENDIX.........................................................................................................80

         Description of Bond Ratings.............................................................................80
         Description of Commercial Paper Ratings.................................................................81
         Absence of Rating.......................................................................................81

FINANCIAL STATEMENTS.............................................................................................FS
</TABLE>


                                      iii


<PAGE>   222


                                  INTRODUCTION

         This Statement of Additional Information relates to the Class A, Class
B and Class C shares of AIM Developing Markets Fund ("Developing Markets Fund")
and AIM Latin American Growth Fund ("Latin American Fund") (each, a "Fund," and
collectively, the "Funds"). Developing Markets Fund and Latin American Fund each
is a non-diversified series of AIM Investment Funds (the "Trust"), a registered
open-end management investment company organized as a Delaware business trust.
On October 31, 1997, the Developing Markets Fund, which had no prior 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.

         A I M Advisors, Inc. ("AIM") serves as the investment manager of and
administrator for, and INVESCO Asset Management Limited (the "Sub-advisor")
serves as the investment sub-advisor for the Funds.


         The Trust is a series mutual fund. The rules and regulations of the
Securities and Exchange Commission (the "SEC") require all mutual funds to
furnish prospective investors certain information concerning the activities of
the fund being considered for investment. This information for Developing
Markets Fund is included in a separate Prospectus dated February 28, 2000, and
for Latin American Fund is included in a separate Prospectus dated February 28,
2000. Additional copies of the Prospectuses and this Statement of Additional
Information may be obtained without charge by writing the principal distributor
of the Funds' shares, A I M Distributors, Inc. ("AIM Distributors"), P.O. Box
4739, Houston, TX 77210-4739 or by calling (800) 347-4246. Investors must
receive a Prospectus before they invest.


         This Statement of Additional Information is intended to furnish
prospective investors with additional information concerning the Funds. Some of
the information required to be in this Statement of Additional Information is
also included in the Prospectus; and, in order to avoid repetition, reference
will be made to sections of the Prospectus. Additionally, the Prospectus and
this Statement of Additional Information omit certain information contained in
the Registration Statement filed with the SEC. Copies of the Registration
Statement, including items omitted from the Prospectus and this Statement of
Additional Information, may be obtained from the SEC by paying the charges
prescribed under its rules and regulations.


                       GENERAL INFORMATION ABOUT THE FUNDS

THE TRUST AND ITS SHARES


         The Trust was organized as a Delaware business trust on May 7, 1998 and
previously operated under the name G.T. Investment Funds, Inc., which was
organized as a Maryland corporation on October 29, 1987 and later renamed AIM
Investment Funds, Inc. On September 8, 1998, the Trust acquired the assets of
and assumed the liabilities of AIM Investment Funds, Inc. The Trust is
registered with the SEC as a diversified open-end series management investment
company. The Trust currently consists of the following portfolios: AIM
Developing Markets Fund, AIM Emerging Markets Debt Fund (formerly AIM Global
High Income Fund), AIM Global Consumer Products and Services Fund, AIM Global
Financial Services Fund, AIM Global Government Income Fund, AIM Global Growth
and Income Fund, AIM Global Healthcare Fund, AIM Global High Income Fund, AIM
Global Infrastructure Fund, AIM Global Resources Fund, AIM Global
Telecommunications and Technology Fund (formerly AIM Global Telecommunications
Fund), AIM Latin American Growth Fund and AIM Strategic Income Fund. Each of
these funds has three separate classes: Class A, Class B and Class C shares. All
historical financial and other information contained in this Statement of
Additional Information for periods prior to September 8, 1998, is that of the
series of AIM Investment Funds, Inc.


         The term "majority of the Funds' outstanding shares" of the Trust, of a
particular Fund or of a particular class of a Fund means, respectively, the vote
of the lesser of (a) 67% or more of the shares of the Trust, such Fund or such
class present at a meeting of the Trust's shareholders, if the holders of more
than 50% of the outstanding shares of the Trust, such Fund or such class are
present or represented by proxy, or (b) more than 50% of the outstanding shares
of the Trust, such Fund or such class.



                                       1
<PAGE>   223



         Class A, Class B and Class C shares of Developing Markets Fund and
Latin American Fund have equal rights and privileges. Each share of a particular
class is entitled to one vote, to participate equally in dividends and
distributions declared by the Trust's Board of Trustees with respect to the
class of such Fund and, upon liquidation of the Fund, to participate
proportionately in the net assets of the Fund allocable to such class remaining
after satisfaction of outstanding liabilities of the Fund allocable to such
class. Fund shares are fully paid, non-assessable and fully transferable when
issued and have no preemptive rights and have such conversion and exchange
rights as set forth in the Prospectus and this Statement of Additional
Information. Fractional shares have proportionately the same rights, including
voting rights, as are provided for a full share. Other than the automatic
conversion of Class B shares to Class A shares, there are no conversion rights.


         Shareholders of the Funds do not have cumulative voting rights, and
therefore the holders of more than 50% of the outstanding shares of all Funds
voting together for election of trustees may elect all of the members of the
Board of Trustees of the Trust. In such event, the remaining holders cannot
elect any trustees of the Trust.

         On any matter submitted to a vote of shareholders, shares of each Fund
will be voted by each Fund's shareholders individually when the matter affects
the specific interest of a 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 will be voted
in the aggregate on other matters, such as the election of Trustees and
ratification of the selection of the Trust's independent accountants.

         Normally there will be no annual meeting of shareholders for any of the
Funds in any year, except as required under the Investment Company Act of 1940,
as amended (the "1940 Act"). A Trustee may be removed at any meeting of the
shareholders of the Trust by a vote of the shareholders owning at least
two-thirds of the outstanding shares. Any Trustee may call a special meeting of
shareholders for any purpose. Furthermore, Trustees shall promptly call a
meeting of shareholders solely for the purpose of removing one or more Trustees
when requested in writing to do so by shareholders holding 10% of the Trust's
outstanding shares.

         Pursuant to the Trust's Agreement and Declaration of Trust, the Trust
may issue an unlimited number of shares of each Fund. Each share of a Fund
represents an interest in the Fund only, has a par value of $0.01 per share,
represents an equal proportionate interest in the Fund with other shares of the
Fund and is entitled to such dividends and distributions out of the income
earned and gain realized on the assets belonging to the Fund as may be declared
by the Board of Trustees. Each share of a Fund is equal in earnings, assets and
voting privileges except that each class normally has exclusive voting rights
with respect to its distribution plan and bears the expenses, if any, related to
the distribution of its shares. Shares of a Fund, when issued, are fully paid
and nonassessable.


                         INVESTMENT STRATEGIES AND RISKS

         The following discussion of investment strategies and risks supplements
the discussion of investment objectives and risks set forth in the Prospectus
under the headings "Investment Objectives and Strategies" and "Principal Risks
of Investing in the Funds."

INVESTMENT OBJECTIVES


         The Funds' investment objectives may not be changed without the
approval of a majority of the Funds' outstanding voting securities. 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.




                                       2
<PAGE>   224


         DEVELOPING MARKETS FUND. The primary investment objective of Developing
Markets Fund is long-term growth of capital. 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 Developing Markets Fund's assets normally are invested in emerging market
equity securities. The Developing Markets Fund may invest in the following types
of equity securities: common stock, preferred stock, securities convertible into
common stock, American Depositary Receipts ("ADRs"), Global Depositary Receipts
("GDRs"), rights and warrants to acquire such securities and substantially
similar forms of equity with comparable risk characteristics. Developing Markets
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. There can be no assurance Developing Markets Fund will achieve
its investment objectives.

         For purposes of Developing Markets Fund's operations, emerging markets
consist of all countries determined by the Sub-advisor 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.

         In determining what countries constitute emerging markets with respect
to Developing Markets Fund, the Sub-advisor 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").

         Developing Markets Fund will consider investments in the following
emerging markets:

<TABLE>

<S>                              <C>                             <C>
Algeria                          Hungary                         Peru
Argentina                        India                           Philippines
Bolivia                          Indonesia                       Poland
Botswana                         Israel                          Portugal
Brazil                           Ivory Coast                     Republic of Slovakia
Bulgaria                         Jamaica                         Russia
Chile                            Jordan                          Singapore
China                            Kazakhstan                      Slovenia
Colombia                         Kenya                           South Africa
Costa Rica                       Lebanon                         South Korea
Cyprus                           Malaysia                        Sri Lanka
Czech Republic                   Mauritius                       Swaziland
Dominican Republic               Mexico                          Taiwan
Ecuador                          Morocco                         Thailand
Egypt                            Nicaragua                       Turkey
El Salvador                      Nigeria                         Ukraine
Finland                          Oman                            Uruguay
Ghana                            Pakistan                        Venezuela
Greece                           Panama                          Zambia
Hong Kong                        Paraguay                        Zimbabwe
</TABLE>


         Although Developing 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
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 the Prospectus and this Statement of Additional Information,
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



                                       3
<PAGE>   225


emerging markets, provided that, in the Sub-advisor'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.

         LATIN AMERICAN FUND. The investment objective of Latin American Fund is
growth of capital. Latin American Fund will normally invest at least 65% of its
total assets in 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.
The receipt of income from debt securities owned by the fund is incidental to
its objective of capital appreciation. Though Latin American Fund can normally
invest up to 35% of its total assets in U.S. securities, Latin American 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.

         Unless otherwise indicated, Latin American 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, Latin
American Fund expects to invest primarily in securities issued by companies and
governments in Mexico, Chile, Brazil and Argentina. Latin American 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.

         Latin American 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-advisor'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, Latin American 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.

         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
Fund may be able to invest in such countries solely or primarily through
governmentally approved investment vehicles or companies. In addition, the
portion of Latin American 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, Latin American Fund currently intends to limit most of
its Chilean investments to indirect investments through ADRs and established
Chilean investment companies, the shares of which are not subject to
repatriation restrictions.

SELECTION OF INVESTMENTS AND ASSET ALLOCATION

         In determining the appropriate distribution of investments among
various countries and geographic regions for the Funds, the Sub-advisor
ordinarily considers the following factors: prospects for relative economic
growth among the different countries in which a 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 for investment by each Fund, the Sub-advisor
ordinarily looks for one or more of the following characteristics: an
above-average earnings growth per share; high return on invested capital;



                                       4
<PAGE>   226


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
allocating Latin American Fund's assets between debt and equity securities, the
Sub-advisor considers, in addition to the factors listed in the Prospectus,
changes in Latin American governmental policy including regulation governing
industry, trade, financial markets, and foreign and domestic investment, as well
as the substance and likely development of government finances. In certain
countries, governmental restrictions and other limitations on investment may
affect the maximum percentage of equity ownership in any one company by the
Funds. 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 Funds value their assets daily in terms of U.S. dollars,
the Funds do not intend to convert their holdings of foreign currencies into
U.S. dollars on a daily basis. The Funds 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 Funds at one rate, while offering a lesser rate of exchange
should a Fund desire to sell that currency to the dealer.

         There may be times when, in the opinion of the Sub-advisor, prevailing
market, economic or political conditions warrant reducing the proportion of each
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 each Fund's assets may be held in U.S. dollars or
short-term interest-bearing dollar-denominated securities to provide for ongoing
expenses and redemptions. Latin American Fund may invest up to 35% of its total
assets in a combination of equity and debt securities of U.S. issuers. In
evaluating investments in securities of U.S. issues, the Sub-Advisor 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.

         The Funds may be prohibited under 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 countries, including those in
Latin America, commercial banks act as securities broker/dealers, investment
advisors 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 SEC to permit it to invest in certain of
these securities subject to certain restrictions.


         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-advisor to be located in that country may have substantial
offshore operations or subsidiaries and/or export sales exceeding in size the
assets or sales in that country.


         In selecting investments for Developing Markets Fund, the Sub-advisor
seeks to identify those countries and industries where economic and political
factors, including currency movements, are likely to produce above-average
growth rates over the long term. The Sub-advisor seeks those emerging markets
that have strongly developing economies and in which the markets are becoming
more sophisticated. The Sub-advisor 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-advisor 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.



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<PAGE>   227


         As opportunities to invest in securities in other emerging markets
develop, Developing Markets 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 Developing Markets 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-advisor's view, do not yet present an
acceptable investment alternative. While Developing Markets 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. Developing Markets 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.

         In allocating investments among the various Latin American countries
for Latin American Fund, the Sub-advisor 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-advisor 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-advisor 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.


EQUITY-LINKED DERIVATIVES

         The Funds may invest in equity-linked derivative products designed to
replicate the composition and performance of particular indices. Examples of
such products include S&P Depositary Receipts ("SPDRs"), World Equity Benchmark
Series ("WEBs"), NASDAQ 100 tracking shares ("QQQs"), Dow Jones Industrial
Average Instruments ("DIAMONDS") and Optimised Portfolios as Listed Securities
("OPALS"). Investments in equity-linked derivatives involve the same risks
associated with a direct investment in the types of securities included in the
indices such products are designed to track. There can be no assurance that the
trading price of the equity-linked derivatives will equal the underlying value
of the basket of securities purchased to replicate a particular index or that
such basket will replicate the index. Investments in equity-linked derivatives
may constitute investment in other investment companies. See "Investments in
Other Investment Companies."

INVESTMENTS IN OTHER INVESTMENT COMPANIES

         With respect to certain countries, investments by a Fund presently may
be made only by acquiring shares of other investment companies (including
investment vehicles or companies advised by AIM or its affiliates) with local
governmental approval to invest in those countries. At such time as direct
investment in these countries is allowed, the Funds anticipate investing
directly in these markets.

         Each Fund may invest in other investment companies to the extent
permitted by the 1940 Act, and the rules and regulations thereunder, and if
applicable, exemptive orders granted by the SEC. The following restrictions
apply to investments in other investment companies other than Affiliated Money
Market Funds (defined below): (i) a Fund may not purchase more than 3% of the
total outstanding voting stock of another investment company; (ii) a Fund may
not invest more than 5% of its total assets in securities issued by another
investment company; and (iii) a Fund may not invest more than 10% of its total
assets in securities issued by other investment companies other than Affiliated
Money Market Funds. With respect to a Fund's purchase of shares of another
investment company, including Affiliated Money Market Funds, the Fund will
indirectly bear its proportionate share of the advisory fees and other operating
expenses of such investment company. The Funds have obtained an exemptive order
from the SEC allowing them to invest in money market funds that have AIM or an
affiliate of AIM as an investment adviser (the "Affiliated Money Market Funds"),
provided that investments in Affiliated Money Market Funds do not exceed 25% of
the total assets of such Fund.



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<PAGE>   228


PRIVATIZATIONS

         The governments in some Latin American countries and emerging markets
have been engaged in programs of selling part or all of their stakes in
government owned or controlled enterprises ("privatizations"). The Sub-advisor
believes that privatizations may offer opportunities for significant capital
appreciation and intends to invest assets of each Fund in privatizations in
appropriate circumstances. In certain Latin American and 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 Funds may be permitted to
participate may be less advantageous than those afforded local investors. There
can be no assurance that governments in Latin American 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

         Each 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 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 Fund. 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, 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.

DEPOSITARY RECEIPTS

         Each Fund may hold equity securities of foreign issuers in the form of
ADRs, American Depositary Shares ("ADSs"), GDRs and European Depositary 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 each
Fund's investment policies, a 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 depositary. The deposit agreement sets out the rights and
responsibilities of the



                                       7
<PAGE>   229


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. Each Fund may invest
in both sponsored and unsponsored ADRs.

WARRANTS OR RIGHTS

         Warrants or rights may be acquired by each Fund in connection with
other securities or separately and provide a 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, each Fund may make
secured loans of portfolio securities amounting to not more than 30% of its
total assets, measured at the time any such loan is made. Securities loans are
made to broker/dealers or institutional investors pursuant to agreements
requiring that the loans continuously be secured by collateral consisting of
cash, U.S. government securities or certain irrevocable letters of credit (or
such other collateral as permitted by a Fund's investment program and regulatory
agencies and as approved by the Board) 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 collateral for such loans, if received in cash, may be held in
investment vehicles with investment objectives and policies similar to those of
money market funds or limited duration income funds (longer maturities than may
be held by money market funds), advised by the Advisor or its affiliates or by
unaffiliated advisers. The Funds may pay a fee to the Advisor of such
investment vehicles for its services. The Funds may pay reasonable
administrative and custodial fees in connection with loans of its securities.
While the securities loan is outstanding with respect to a Fund, 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-advisor to be of good standing and will not be
made unless, in the judgment of the Sub-advisor, the consideration to be earned
from such loans would justify the risk. 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.


COMMERCIAL BANK OBLIGATIONS

         For the purposes of each 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 a Fund to investment risks that are
different in some respects from those of investments in obligations of domestic
issuers. Although a 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 any 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 a 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



                                       8
<PAGE>   230


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 a Fund if the other party to the repurchase agreement becomes bankrupt,
the Funds intend to enter into repurchase agreements only with banks and dealers
believed by the Sub-advisor to present minimum credit risks in accordance with
guidelines established by the Trust's Board of Trustees. The Sub-advisor will
review and monitor the creditworthiness of such institutions under the Board's
general supervision.

         The Funds 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
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 a
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, each 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 a Fund's
assets that may be subject to repurchase agreements at any given time. The Funds
will not enter into a repurchase agreement with a maturity of more than seven
days if, as a result, more than 15% (for Developing Markets Fund) or 10% (for
Latin American Fund) of the value of its net assets would be invested in such
repurchase agreements and other illiquid investments.

BORROWING AND REVERSE REPURCHASE AGREEMENTS

         Neither Fund's borrowings will exceed 33 1/3% of the Fund's total
assets, i.e., each 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 a
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. Each Fund also may
borrow up to 5% of its total assets for temporary or emergency purposes other
than to meet redemptions. Any borrowing by a Fund may cause greater fluctuation
in the value of its shares than would be the case if the Fund did not borrow.


         The Funds' fundamental investment limitations permit them to borrow
money for leveraging purposes. Developing Markets Fund, however, currently is
prohibited, pursuant to a non-fundamental investment policy, from borrowing
money in order to purchase securities. In addition, each Fund 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 a vote of
a majority of the Trust's Board of Trustees. If a 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.

         Each Fund may enter into reverse repurchase agreements. A reverse
repurchase agreement is a borrowing transaction in which a 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. Each Fund will
segregate liquid assets in an amount sufficient to cover its obligations and
reverse repurchase agreements with broker/dealers. No segregation is required
for reverse repurchase agreements with banks.




                                       9
<PAGE>   231


SHORT SALES

         Each 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. Each 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 a 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.

         A 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.

         Latin American 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, Latin American Fund may engage
in short sales only with respect to securities listed on a national securities
exchange. Latin American 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.

         Developing Markets Fund may only make short sales "against the box."
The Fund might make a short sale "against the box" in order to hedge against
market risks when the Sub-advisor 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.


TEMPORARY DEFENSIVE STRATEGIES

         In anticipation of or in response to adverse market conditions, for
cash management purposes, or for defensive purposes, each of the Funds may
temporarily hold all or a portion of its assets in cash (U.S. dollars, foreign
currencies or multinational currency units such as Euros), money market
instruments, or high-quality debt securities. Each of the Funds may also invest
up to 25% of its total assets in Affiliated Money Market Funds for these
purposes. In addition, for temporary defensive purposes, most or all of each
Fund's investments may be made in the United States and denominated in U.S.
dollars. To the extent a Fund employs a temporary defensive strategy, it will
not be invested so as to achieve directly its investment objectives.



                                       10
<PAGE>   232



         In addition, Latin American 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. Latin American Fund may assume a temporary
defensive position when, due to political, market or other factors broadly
affecting Latin American markets, the Sub-advisor 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.


         The Funds 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 (in the case of Latin American
Fund, the currency of any Latin American country): (a) obligations issued or
guaranteed by the U.S. or foreign governments (in the case of Latin American
Fund, the government of any Latin American country), 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 Funds 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.

SAMURAI AND YANKEE BONDS

         Subject to its fundamental investment restrictions, Developing Markets
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 Developing Markets Fund
to invest in Samurai or Yankee bond issues only after taking into account
considerations of quality and liquidity, as well as yield.

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. Latin American 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-advisor 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.

DEBT SECURITIES

         Developing Markets 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 those
Funds may take the form of bonds, notes, bills, debentures, bank debt
obligations, short-term paper, loan participations, assignments and interests
issued



                                       11
<PAGE>   233


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 either Fund may
invest.

         Under normal circumstances, the Latin American 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.

         Developing Markets Fund and Latin American 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.

         Developing Markets Fund and Latin American 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. The receipt of income from debt
securities owned by Latin American Fund is incidental to its objective of growth
of capital.

PREMIUM SECURITIES

         Developing Markets 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 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

         Developing Markets 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.



                                       12
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STRUCTURED INVESTMENTS

         Developing Markets 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.

         Developing Markets 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, Developing
Markets Fund's investment in these Structured Investments may be limited by the
restrictions contained in the 1940 Act described above under "Investment
Strategies and Risks--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

         Developing Markets Fund may invest a portion of its assets in stripped
income securities, which 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 class" or the "IO
class"), while the other class will receive all of the principal (the
"principal-only class" or the "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

         Developing Markets Fund may invest a portion of its assets in floating
or 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.

ZERO COUPON SECURITIES

         Developing Markets Fund may invest in certain zero coupon securities
that are "stripped" U.S. Treasury notes and bonds. Developing Markets 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



                                       13
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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 Developing Markets Fund's income. Accordingly, for Developing
Markets Fund to continue to qualify for tax treatment as a regulated investment
company and to avoid a certain excise tax (see "Dividends, Distributions and Tax
Matters"), 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
Developing Markets Fund's cash assets or, if necessary, from the proceeds of
sales of portfolio securities. Developing Markets 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

         Developing Markets 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.
Developing Markets 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 Developing
Markets 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. Developing Markets Fund will not purchase such commercial
paper for speculation.

OTHER INDEXED SECURITIES

         Developing Markets 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. Developing Markets Fund may invest in such securities to the extent
consistent with its investment objectives.

SWAPS, CAPS, FLOORS AND COLLARS

         Developing Markets 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
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 Developing Markets Fund
with another party of their respective commitments to pay or receive interest
(for example, an exchange of floating rate payments for



                                       14
<PAGE>   236


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.

LOAN PARTICIPATIONS AND ASSIGNMENTS

         Developing Markets 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 Developing Markets
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
Developing Markets Fund having a contractual relationship only with the Lender,
not with the borrower. Developing Markets 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,
Developing Markets 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 Developing Markets Fund may not
directly benefit from any collateral supporting the Loan in which it has
purchased the Participation. As a result, Developing Markets 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,
Developing Markets 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. Developing
Markets Fund will acquire Participations only if the Lender interpositioned
between Developing Markets Fund and the borrower is determined by the
Sub-advisor to be creditworthy. When the Fund purchases Assignments from
Lenders, the Developing Markets 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 Developing Markets Fund as the purchaser of an
Assignment may differ from, and be more limited than, those held by the
assigning Lender.


                    OPTIONS, FUTURES AND CURRENCY STRATEGIES

SPECIAL RISKS OF OPTIONS, FUTURES AND CURRENCY STRATEGIES

         To attempt to increase return, Developing Markets Fund may write call
options on securities. This strategy will be employed only when, in the opinion
of the Sub-advisor, the size of the premium Developing Markets 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. Developing Markets Fund also is authorized to write put options to
attempt to enhance return, although it does not currently intend to do so.

         Each Fund may 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 (i.e. fluctuations in exchange rates) 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). Each Fund may enter into such instruments up to the
full value of its portfolio assets.



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<PAGE>   237


         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 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 including 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-advisor may
not be able to effectively hedge its investment in such markets.

         Each Fund may also 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 a Fund or that the Sub-advisor intends to include in a Fund's
portfolio. Each Fund may also 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, each 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 a Fund's portfolio. Each Fund may also 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.

         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-advisor'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-advisor is experienced in the use of these instruments, there can
         be no assurance that any particular strategy adopted will succeed since
         the skills and techniques needed to trade Forward Contracts are
         different from those needed to select securities in which a Fund
         invests.

                  (2) There might be imperfect correlation, or even no
         correlation, between price movements of an instrument and price
         movements of the currency or 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-advisor 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 including



                                       16
<PAGE>   238


         the possible loss of principal under certain conditions. 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. A 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 of which there is no assurance of any particular time
         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 Funds. In addition, a Fund may be unable to purchase
         or sell a portfolio security at a time when it would otherwise be
         favorable for it to do so. A Fund may also need 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.

         Although each Fund is authorized to enter into options, futures and
forward currency transactions, it might not enter into any such transactions.

WRITING CALL OPTIONS

         Each Fund may write (sell) call options on securities, indices and
currencies. This strategy will be employed only when, in the opinion of the
Sub-advisor, the size of the premium a 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. Call options
generally will be written on securities and currencies that, in the opinion of
the Sub-advisor 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
a 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 each Fund's investment objective. When writing a call option, a Fund, in
return for the premium, gives up the opportunity for profit from a price
increase in the underlying security 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
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 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 Funds do not consider a
security or currency covered by a call option to be "pledged" as that term is
used in the Funds' policies that limit the pledging or mortgaging of their
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



                                       17
<PAGE>   239


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 a Fund receives for writing a call option is deemed to
constitute the market value of an option. The premium a 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-advisor 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 Fund to write another
call option on the underlying security or currency with either a different
exercise price, expiration date or both.

         Each 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, a 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.

         A 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

         Each 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.

         A Fund generally would write put options in circumstances where the
Sub-advisor 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.



                                       18
<PAGE>   240


PURCHASING PUT OPTIONS

         Each Fund may purchase put options on securities, indices and
currencies. As the holder of a put option, a 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. A Fund may enter
into closing sale transactions with respect to such options, exercise them or
permit them to expire.

         A 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.

         A 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

         Each Fund may purchase call options on securities, indices and
currencies. As the holder of a call option, a 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. A 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 a 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 a 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.

         A 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 a 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
a Fund's total assets at the time of purchase.

         Each 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 a 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



                                       19
<PAGE>   241


style) or on (European style) the expiration date. A call option gives a 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. A 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 a
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. A Fund will not purchase an OTC option unless it
believes that daily valuations for such options are readily obtainable. OTC
options differ from exchange-traded options in that OTC options are transacted
with dealers directly and not through a clearing corporation (which guarantees
performance). Consequently, there is a risk of non-performance by the dealer.
Since no exchange is involved, OTC options are valued on the basis of an average
of the last bid prices obtained from dealers, unless a quotation from only one
dealer is available, in which case only that dealer's price will be used. In the
case of OTC options, there can be no assurance that a liquid secondary market
will exist for any particular option at any specific time.

         The staff of the SEC considers purchased OTC options to be illiquid
securities. A Fund may also sell OTC options and, in connection therewith,
segregate assets or cover its obligations with respect to OTC options written by
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.

         A Fund's ability to establish and close out positions in
exchange-listed options depends on the existence of a liquid market. Each 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 each
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 Funds 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, a 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 a 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 a 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 a 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 a 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



                                       20
<PAGE>   242


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. A Fund can
offset some of the risk of writing a call index option position by holding a
diversified portfolio of securities similar to those on which the underlying
index is based. However, a Fund cannot, as a practical matter, acquire and hold
a portfolio containing exactly the same securities as underlie the index and, as
a result, bears a risk that the value of the securities held will vary from the
value of the index.

         Even if a 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, a 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 a 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

         Each 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. A 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.

         A 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 a Fund's exposure to interest rate, currency exchange
rate and stock market fluctuations, a Fund may be able to hedge its exposure
more effectively and at a lower cost through using Futures Contracts.



                                       21
<PAGE>   243


         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, a Fund realizes a gain; if it is
more, a Fund realizes a loss. Conversely, if the offsetting sale price is more
than the original purchase price, a 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 a Fund will be able to
enter into an offsetting transaction with respect to a particular Futures
Contract at a particular time. If a 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.

         Each 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 a 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 a
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 a Fund entered into the Futures Contract will
be made on a daily basis as the price of the underlying security, currency or
index fluctuates making the Futures 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 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


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<PAGE>   244
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 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.



                                       23
<PAGE>   245


         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 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 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 enters into Futures Contracts, options on
Futures Contracts, and options on foreign currencies traded on a CFTC-regulated
exchange, in each case other than for bona fide hedging purposes (as defined by
the CFTC), the aggregate initial margin and premiums required to establish those
positions (excluding the amount by which options are "in-the-money") will not
exceed 5% of the total assets of the Fund'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 Trust's Board of Trustees without a
shareholder vote. This limitation does not limit the percentage of the Fund's
assets at risk to 5%.


FORWARD CONTRACTS

         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. A Fund may enter into forward currency
contracts either with respect to specific transactions or with respect to its
portfolio positions. Each Fund may also 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 a Fund or that the Sub-advisor intends to include
in a Fund's portfolio. Each Fund may also 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.

         A Forward Contract is an obligation, usually arranged with a commercial
bank or other currency dealer, to purchase or sell a currency against another
currency at a future date and price as agreed upon by the parties. A Fund either
may accept or make delivery of the currency at the maturity of the Forward
Contract. 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.

         A Fund engages in forward currency transactions in anticipation of, or
to protect itself against, fluctuations in exchange rates. A 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. Each Fund will enter into such Forward



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<PAGE>   246


Contracts with major U.S. or foreign banks and securities or currency dealers in
accordance with the guidelines approved by the Trust's Board of Trustees.

         Each 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 a
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 a Fund to sustain losses on these contracts and transaction costs.

         At or before the maturity of a Forward Contract requiring a 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, a 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 a Fund of engaging in Forward Contracts varies with factors
such as the currencies involved, the length of the contract period and the
market conditions then prevailing. Because Forward Contracts 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 a Fund owns or intends to acquire, but it does establish a
rate of exchange in advance. In addition, while Forward Contract sales limit the
risk of loss due to a decline in the value of the hedged currencies, they also
limit any potential gain that might result should the value of the currencies
increase.

FOREIGN CURRENCY STRATEGIES--SPECIAL CONSIDERATIONS

         Each 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 a 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.

         A 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, a 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-advisor 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



                                       25
<PAGE>   247


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 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) expose the Fund to an obligation to
another party. No Fund will 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 Funds 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 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

GENERAL

         There is no assurance that either Fund will achieve its investment
objectives. Investing in a Fund entails a substantial degree of risk, and an
investment in each Fund should be considered speculative. Investors are strongly
advised to consider carefully the special risks involved in investing in
emerging markets, and specifically 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 a 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 each Fund generally
will fluctuate with the perceived creditworthiness of the issuers of such
securities and interest rates.



                                       26
<PAGE>   248


NON-DIVERSIFIED CLASSIFICATION

         Developing Markets Fund and Latin American Fund are classified under
the 1940 Act as "non-diversified" funds. As a result, these Funds will be able
to invest in a smaller number of issuers than if they were classified under the
1940 Act as "diversified" funds. To the extent that a 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.

ILLIQUID SECURITIES

         Developing Markets Fund may invest up to 15% of its net assets, and
Latin American Fund may invest up to 10% of its net assets, in illiquid
securities. Securities may be considered illiquid if a Fund cannot reasonably
expect within seven days to sell the security for approximately the amount at
which the Fund values such securities. Illiquid securities may be harder to
value than liquid 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.

         Latin American Fund may invest in joint ventures, cooperatives,
partnerships and state enterprises and other similar vehicles which are illiquid
(collectively, "Special Situations"). The Sub-advisor believes that carefully
selected investments in Special Situations could enable Latin American Fund to
achieve capital appreciation substantially exceeding the appreciation Latin
American Fund would realize if it did not make such investments. However, in
order to limit investment risk, Latin American Fund will invest no more than 5%
of its total assets in Special Situations.

         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 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 Trust's Board
of Trustees 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



                                       27
<PAGE>   249


determinations of liquidity to the Sub-advisor in accordance with procedures
approved by the Board. The Sub-advisor 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-advisor monitors the liquidity
of securities in each Fund's portfolio and periodically reports such
determinations to the Board. If the liquidity percentage restriction of a 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
a Fund increases above the applicable limit, the Sub-advisor 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.

DEBT SECURITIES

         The value of the debt securities held by a Fund generally will vary
inversely with market interest rates. If interest rates in a market fall, a
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 a Fund in that market will likely decrease in
value. Latin American Fund may invest up to 50% of its total assets in debt
securities of any rating. Developing Markets Fund may invest up to 50% of its
total assets in debt securities rated below investment grade. All 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 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 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.



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         Lower quality debt securities frequently have call or buy-back features
which would permit an issuer to call or repurchase the security from a Fund. In
addition, a 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 Funds 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 a Fund to obtain accurate market quotations for purposes of
valuing a Fund's portfolio. Each Fund 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 a Fund 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.

         Each 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.

         Each 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 markets
(including those in 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 markets in the event of default by the governments under commercial
bank loan agreements.

LOAN PARTICIPATIONS AND ASSIGNMENTS

         Developing Markets 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 a 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 a Fund to assign a value to those securities for purposes of
valuing its portfolio and calculating its net asset value.

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 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.



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         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 Funds. 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 Funds will not also be expropriated, nationalized, or otherwise
confiscated. If such confiscation were to occur, the Funds could lose their
entire investment in such countries. The Funds' investments would similarly be
adversely affected by exchange control regulation in any of those countries.

         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.

         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.

         Religious and Ethnic Stability. Certain countries in which the Funds
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 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 Funds invest and adversely affect the value of the Funds' 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 Funds. These restrictions
or controls may at times limit or preclude investment in certain securities and
may increase the cost and expenses of the Funds. 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 Funds 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.
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



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markets, and enforcement of existing regulations has been extremely limited.
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 Funds 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 Funds 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-advisor 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. 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.

         Currency Fluctuations. Because the Funds, under normal circumstances,
each 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 each Fund's investment performance. Changes in currency exchange rates
will influence the value of a Fund's shares, and also may affect the value of
dividends and interest earned by a Fund and gains and losses realized by a Fund.
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 a 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 that Fund. Moreover, if the value of the foreign currencies in which a 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.

         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 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, the international balance of
payments and other economic and financial conditions, government intervention,
speculation and other factors affecting the world economy. 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.

         Some countries also may have fixed currencies where 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.

         Although the Funds value their assets daily in terms of U.S. dollars,
they do not intend to convert their holdings of foreign currencies into U.S.
dollars on a daily basis. The Funds 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



                                       31
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a Fund at one rate, while offering a lesser rate of exchange should a Fund
desire to sell that currency to the dealer.

         Many of the currencies of emerging market countries including 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.

         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 Funds to engage in foreign currency transactions designed to protect the
value of the Funds' interests in securities denominated in such currencies.

         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.


         On January 1, 1999, certain members of the European Economic and
Monetary Union ("EMU"), namely Austria, Belgium, Finland, France, Germany,
Ireland, Italy, Luxembourg, the Netherlands, Portugal, and Spain established a
common European currency known as the "euro" and each member's local currency
became a denomination of the euro. It is anticipated that each participating
country will replace its local currency with the euro on July 1, 2002. Any other
European country that is a member of the European Union and satisfies the
criteria for participation in the EMU may elect to participate in the EMU and
may supplement its existing currency with the euro. The anticipated replacement
of existing currencies with the euro on July 1, 2002 could cause market
disruptions before or after July 1, 2002 and could adversely affect the value of
securities held by a Fund.







         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 the Funds are
uninvested and no return is earned thereon. The inability of a 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 a 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-advisor will consider such difficulties when determining the
allocation of the Funds' assets, although the Sub-advisor does not believe that
such difficulties will have a material adverse effect on the Funds' portfolio
trading activities.


         Each Fund may use foreign custodians, which are generally more
expensive than those in the U.S. and 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 a Fund's investments, (iii) possible difficulties in obtaining and
enforcing judgments against such custodians and (iv) different settlement and
clearance procedures which may be unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions. The
inability of a Fund to make intended securities purchases due to settlement
problems could cause a Fund to miss attractive investment opportunities.
Inability to dispose of a portfolio security caused by settlement problems could
result either in losses to a Fund due to subsequent declines in value of the
portfolio security or, if a Fund has entered into a contract to sell the
security, could result in possible liability to the purchaser.



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<PAGE>   254


         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 Funds, particularly Latin American Fund.
A limited number of issuers in most, if not all, 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 a 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 a Fund's net
asset value than would be the case for companies investing in domestic
securities. If a 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.

         Withholding Taxes. Each 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 "Dividends, Distributions and Tax Matters."

         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, 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 a 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 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, a Fund could lose its entire investment in any such country.

         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 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.

         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



                                       33
<PAGE>   255


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 a 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 including Latin American
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 a Fund's portfolio securities in such markets may not
be readily available. Section 22(e) of the 1940 Act permits registered
investment companies, such as the Funds, to suspend redemption of its shares for
any period during which an emergency exists, as determined by the SEC.
Accordingly, when a 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 a
Fund's identification of such conditions until the date of any SEC action, a
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 Trust's Board of
Trustees.

         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 including countries in Latin America
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 emerging
market countries including countries in Latin America.

         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 on repatriation of invested capital, profits
and dividends, and on the ability of Developing Markets Fund 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.



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         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 Developing
Markets Fund invests and adversely affect the value of such Fund's assets. In
addition, asset expropriations or future confiscatory levels of taxation
possibly may affect the Fund.




         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 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, there is a continuing 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.

         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. The
Funds, particularly Latin American 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. In
addition, certain Latin American securities markets have experienced high
volatility in recent years.

         The securities of Latin American countries are substantially smaller,
less developed, less liquid and more volatile than the major securities markets
in the United States. Latin American countries may also close certain sectors of
their economies to equity investments by foreigners. The limited size of many
Latin



                                       35
<PAGE>   257


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 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.

         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 Funds, particularly Latin American 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. Each Fund may invest in sovereign debt securities of
emerging market governments. 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 to 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. 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 emerging market and Latin American
countries in which the Funds expect 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. Certain emerging markets
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 markets countries have
declared a moratorium on the payment of principal and interest on external debt;
such a moratorium is currently in effect for 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.


                                       36

<PAGE>   258

         The ability of emerging market and 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 a 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-advisor intends to manage each 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 Funds to
suffer losses of interest or principal on any of their holdings.

         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
Funds 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
Funds anticipate that such securities could be sold only to a limited number of
dealers or institutional investors.

         Periods of economic uncertainty may result in the volatility of market
prices of Sovereign Debt and in turn, a 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 a 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.


                             INVESTMENT LIMITATIONS

DEVELOPING MARKETS FUND

         Developing Markets Fund has adopted the following investment
limitations as fundamental policies which may not be changed without approval of
a majority of the Fund's outstanding shares.

         Developing Markets 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
         Developing Markets 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 Developing Markets Fund's total assets would be invested
         in securities of issuers having their principal business activities


                                       37
<PAGE>   259


         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 Developing Markets 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 Developing Markets 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 Developing
         Markets 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, Developing Markets 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 Developing Markets 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.

         In addition, to comply with federal tax requirements for qualification
as a "regulated investment company" ("RIC"), Developing Markets 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 Trust's Board of Trustees to the
extent necessary to comply with changes to applicable tax requirements.

         The following investment policy of Developing Markets Fund is not a
fundamental policy and may be changed by vote of the Trust's Board of Trustees
without shareholder approval: Developing Markets 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.

         Investors should refer to the Developing Markets Fund's Prospectus for
further information with respect to the Developing Markets 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.







                                       38
<PAGE>   260

LATIN AMERICAN FUND

         Latin American Fund has adopted the following investment limitations as
fundamental policies which may not be changed without approval of a majority of
the Fund's outstanding shares.

         Latin American Fund may not:

                  (1) Purchase any security if, as a result of that purchase,
         25% or more of Latin American 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 Latin American 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 Latin American 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 Latin
         American 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 Latin American
         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, Latin American 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 Latin American 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 Latin American Fund are not
fundamental policies and may be changed by vote of the Trust's Board of Trustees
without shareholder approval. Latin American Fund may not:


                  (1) Invest in securities of an issuer if the investment would
         cause Latin American Fund to own more than 10% of any class of
         securities of any one issuer, except that the Fund may purchase
         securities of Affiliated Money Market Funds to the extent permitted by
         exemptive order;


                  (2) Invest in companies for the purpose of exercising control
         or management;







                                       39
<PAGE>   261


                  (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 Latin American 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 Latin American Fund's total assets;

                  (6) Purchase securities on margin, provided that Latin
         American 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.


         Latin American 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, except that the Fund may purchase securities of Affiliated
Money Market Funds to the extent permitted by exemptive order.


         Investors should refer to the Latin American Fund's Prospectus for
further information with respect to the Latin American 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.


                       EXECUTION OF PORTFOLIO TRANSACTIONS

         Subject to policies established by the Trust's Board of Trustees, the
Sub-advisor is responsible for the execution of each Fund's portfolio
transactions and the selection of broker/dealers who execute such transactions
on behalf of the Funds. In executing portfolio transactions, the Sub-advisor
seeks the best net results for each 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-advisor 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 may engage in
soft dollar arrangements for research services, as described below, the Funds
have 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.





                                       40
<PAGE>   262


         Consistent with the interests of each Fund, the Sub-advisor may select
brokers to execute a Fund's portfolio transactions, on the basis of the research
and brokerage services they provide to the Sub-advisor 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). Broker/dealers
may communicate such information electronically, orally, in written form or on
computer software. 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-advisor 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-advisor determines in good faith that such commission is reasonable in terms
either of that particular transaction or the overall responsibility of the
Sub-advisor to a 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-advisor 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 Fund toward payment of the Fund's expenses,
such as transfer agent and custodian fees.

         Investment decisions for each Fund and for other investment accounts
managed by the Sub-advisor 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 Funds. 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 Fund is concerned, in other cases, the Sub-advisor believes that
coordination and the ability to participate in volume transactions will be
beneficial to that Fund.

         Under a policy adopted by the Trust's Board of Trustees, and subject to
the policy of obtaining the best net results, the Sub-advisor may consider a
broker/dealer's sale of the shares of a Fund and the other funds for which AIM
or the Sub-advisor 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.

         Each 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 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 each 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 a Fund may invest generally are traded in the OTC markets.

         Each 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-advisor. The Trust'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






                                       41
<PAGE>   263

they are operating. Any such transactions will be effected and related
compensation paid only in accordance with applicable SEC regulations.

         The Funds may engage in certain principal and agency transactions with
banks and their affiliates that own 5% or more of the outstanding voting
securities of a Fund, provided the conditions of an exemptive order received by
the Funds from the SEC are met. In addition, a Fund may purchase or sell a
security from or to another AIM Fund provided the Funds follow procedures
adopted by the Boards of Directors/Trustees of the various AIM Funds, including
the Trust. These inter-fund transactions do not generate brokerage commissions
but may result in custodial fees or taxes or other related expenses.


         For the fiscal years ended October 31, 1999 and 1998, Developing
Markets Fund paid aggregate brokerage commissions of $732,921 and $1,409,401,
and for the fiscal year ended October 31, 1997, the Predecessor Fund paid
aggregate brokerage commissions of $2,212,022. For the fiscal years ended
October 31, 1999, 1998 and 1997, Latin American Fund paid aggregate brokerage
commissions of $252,182, $700,006 and $2,719,660, respectively.


PORTFOLIO TRADING AND TURNOVER

         Each Fund engages in portfolio trading when the Sub-advisor 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 each
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 none of the Funds generally intends to trade for short-term
profits, the securities in a 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 a Fund's
average month-end portfolio values, excluding short-term investments. The
portfolio turnover rate will not be a limiting factor when the Sub-advisor deems
portfolio changes appropriate. Higher portfolio turnover involves
correspondingly greater brokerage commissions and other transaction costs that a
Fund will bear directly and may result in the realization of net capital gains
that are taxable when distributed to that Fund's shareholders.


         The portfolio turnover rates for Developing Markets Fund and Latin
American Fund the last two fiscal years were as follows:




<TABLE>
<CAPTION>
                                                         YEAR ENDED      YEAR ENDED
                                                          OCT. 31,        OCT. 31,
                                                            1999            1998
                                                         ----------      ----------
<S>                                                      <C>             <C>
Developing Markets Fund ............................            125%            111%
Latin American Fund ................................             30%             39%
</TABLE>


         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. See "Dividends, Distributions and Tax
Matters."


                                   MANAGEMENT


         The Trust's Board of Trustees has overall responsibility for the
operation of the Funds. The Trust's Board of Trustees has approved all
significant agreements between the Trust on the one side and persons or
companies furnishing services to the Fund on the other, including the investment
management and administration agreement with AIM, the investment sub-advisory
agreement between AIM and the Sub-advisor, the agreements with AIM Distributors
regarding distribution of the Fund's shares, the custody agreement and the
transfer agency agreement. The day-to-day operations of the Fund are delegated
to the






                                       42
<PAGE>   264

officers of the Trust, subject always to the investment objectives and policies
of the Fund and to the general supervision of the Trust's Board of Trustees.
Certain trustees and officers of the Trust are affiliated with AIM and AIM
Management Group Inc. ("AIM Management"), the parent corporation of AIM.

TRUSTEES AND EXECUTIVE OFFICERS

         The Trust's Trustees and Executive Officers are listed below. Unless
otherwise indicated, the address of each Executive Officer is 11 Greenway Plaza,
Suite 100, Houston, Texas 77046.



<TABLE>
<CAPTION>
============================================================================================================================
                                           POSITIONS
                                           HELD WITH
NAME, ADDRESS AND AGE                      REGISTRANT     PRINCIPAL OCCUPATION WITH REGISTRANT
- -------------------------------------   ----------------  ------------------------------------------------------------------
<S>                                     <C>               <C>
*ROBERT H. GRAHAM (53)                    Trustee,        Director, President and Chief Executive Officer, A I M
                                        Chairman and      Management Group, Inc.; Director and 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; and
                                                          Director and Chief Executive Officer, Managed Products,
                                                          AMVESCAP PLC.
- -------------------------------------   ----------------  ------------------------------------------------------------------
C. DEREK ANDERSON (58)                      Trustee       Senior Managing Partner, Plantagenet Capital Management, LLC
220 Sansome Street                                        (an investment partnership); Chief Executive Officer,
Suite 400                                                 Plantagenet Holdings, Ltd. (an investment banking firm); and
San Francisco, CA 94104                                   Director, Premium Wear, Inc. (formerly Munsingwear, Inc.) (a
                                                          casual apparel company), "R" Homes, Inc., Big Online Inc.,
                                                          Champagne Albert Le Brun and various other privately owned
                                                          companies.
- -------------------------------------   ----------------  ------------------------------------------------------------------
FRANK S. BAYLEY (60)                        Trustee       Partner, law firm of Baker & McKenzie; Director and
Two Embarcadero Center                                    Chairman, C.D. Stimson Company (a private investment
Suite 2400                                                company) and Stimson Marina, Inc., (a subsidiary of C.D.
San Francisco, CA 94111                                   Stimson Company); and Trustee, The Badgley Funds.
- -------------------------------------   ----------------  ------------------------------------------------------------------
RUTH H. QUIGLEY (65)                        Trustee       Private investor; and President, Quigley Friedlander & Co.,
1055 California Street                                    Inc. (a financial advisory services firm) from 1984 to 1986.
San Francisco, CA 94108
- -------------------------------------   ----------------  ------------------------------------------------------------------
SAMUEL D. SIRKO (40)                     Vice President   Vice President, Assistant General Counsel and Assistant
                                         and Secretary    Secretary, A I M Advisors, Inc.; and Assistant General
                                                          Counsel and Assistant Secretary, 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.
- -------------------------------------   ----------------  ------------------------------------------------------------------
MELVILLE B. COX (56)                     Vice President   Vice President and Chief Compliance Officer, A I M Advisors,
                                                          Inc., A I M Capital Management, Inc., A I M Distributors,
                                                          Inc., A I M Fund Services, Inc. and Fund Management Company.
============================================================================================================================
</TABLE>



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

* A trustee who is an "interested person" of the Trust and A I M Advisors,
Inc. as defined in the 1940 Act.

                                       43
<PAGE>   265


<TABLE>
<CAPTION>
============================================================================================================================
                                           POSITIONS
                                           HELD WITH
NAME, ADDRESS AND AGE                      REGISTRANT     PRINCIPAL OCCUPATION WITH REGISTRANT
- -------------------------------------   ----------------  ------------------------------------------------------------------
<S>                                     <C>               <C>
GARY T. CRUM (52)                        Vice President   Director and President, A I M Capital Management, Inc.;
                                                          Director and Executive Vice President, A I M Management
                                                          Group Inc.; Director and Senior Vice President, A I M
                                                          Advisors, Inc.; and Director, A I M Distributors, Inc. and
                                                          AMVESCAP PLC.
- -------------------------------------   ----------------  ------------------------------------------------------------------
CAROL F. RELIHAN (45)                    Vice President   Director, Senior Vice President, General Counsel and
                                                          Secretary, A I M Advisors, Inc.; Senior 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 (41)                      Vice President   Vice President and Fund Controller, A I M Advisors, Inc.;
                                         and Treasurer    and Assistant Vice President and Assistant Treasurer, Fund
                                                          Management Company.
============================================================================================================================
</TABLE>


         The Board of Trustees has a Nominating and Audit Committee, comprised
of Miss Quigley (Chairman) and Messrs. Anderson and Bayley, which is responsible
for nominating persons to serve as Trustees, reviewing audits of the Trust and
its funds and recommending firms to serve as independent auditors for the Trust.
All of the Trust's Trustees also serve as directors or trustees of some or all
of the other investment companies managed, administered or advised by AIM. All
of the Trust's executive officers hold similar offices with some or all of the
other investment companies managed, administered or advised by AIM.


         Each Trustee who is not a director, officer or employee of AIM and/or
the Sub-advisor or any affiliated company is paid an annual retainer component
plus a per-meeting fee component, 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 Trust. For
the fiscal year ended October 31, 1999, Mr. Anderson, Mr. Bayley, Mr. Arthur C.
Patterson (a trustee until September 27, 1999, when he retired) and Miss
Quigley, who are not trustees, officers or employees of the Sub-advisor or any
affiliated company, received total compensation of $50,353, $51,376, $45,584 and
$51,376, respectively, from the Trust for their services as Trustees. For the
fiscal year ended October 31, 1999, Mr. Anderson, Mr. Bayley, Mr. Patterson and
Miss Quigley, who are not directors, officers or employees of the Sub-advisor or
any other affiliated company, received total compensation of $101,833, $103,833,
$93,583 and $103,083, respectively, from the investment companies managed or
administered by AIM and sub-advised or sub-administered by the Sub-advisor for
which he or she serves as a Director or Trustee. Fees and expenses disbursed to
the Trustees contained no accrued or payable pension or retirement benefits.


INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES


         AIM, 11 Greenway Plaza, Suite 100, Houston, Texas 77046, was organized
in 1976 and, together with its subsidiaries, manages or advises approximately
120 investment portfolios encompassing a broad range of investment objectives.
INVESCO Asset Management Limited, 11 Devonshire Square, London, EC2M 4YR,
England, has provided investment management and/or administrative services to
pension funds, insurance







                                       44
<PAGE>   266

funds, index funds, unit trusts, offshore funds and a variety of institutional
accounts since 1967. AIM, the Sub-advisor and their world-wide asset management
affiliates provide investment management and/or administrative services to
institutional, corporate and individual clients around the world.

         AIM is a direct, wholly owned subsidiary of AIM Management, a holding
company that has been engaged in the financial services business since 1976. AIM
is also the sole shareholder of the Funds' principal underwriter, AIM
Distributors.

         AIM Management, AIM and the Sub-Advisor are indirect wholly owned
subsidiaries of AMVESCAP PLC, 11 Devonshire Square, London, EC2M 4YR, England.
AMVESCAP PLC and its subsidiaries are an independent 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.
Certain directors and officers of AIM are also executive officers of the Trust
and their affiliations are shown under "Management" herein.

         In addition to the investment resources of their Houston and London
offices, AIM and the Sub-advisor draw upon the expertise, personnel, data and
systems of other offices in Atlanta, Boston, Dallas, Denver, Louisville, Miami,
New York, Portland (Oregon), Frankfurt, Hong Kong, Singapore, Sydney, Tokyo and
Toronto. In managing the Funds and the Portfolio, AIM and the Sub-advisor employ
a team approach, taking advantage of their investment resources around the
world.

         AIM serves as each Fund's investment manager and administrator under an
investment management and administration contract ("Management Contract")
between the Trust and AIM. The Sub-advisor serves as the sub-advisor to each
Fund under a sub-advisory contract between AIM and the Sub-advisor
("Sub-Management Contract," and together with the Management Contract, the
"Management Contracts"). As investment managers and administrators, AIM and the
Sub-advisor make all investment decisions for the Funds and administer each
Fund's affairs. AIM and the Sub-advisor also determine the composition of each
Fund's portfolio, places orders to buy, sell or hold particular securities and
supervise all matters relating to each Fund's operation. Among other things, AIM
and the Sub-advisor furnish the services and pay the compensation and travel
expenses of persons who perform the executive, administrative, clerical and
bookkeeping functions of the Trust and the Funds, and provide suitable office
space, necessary small office equipment and utilities.



         For these services, each 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 0.975% on the first $500 million, 0.95% on
the next $500 million, 0.925% on the next $500 million and 0.90% on the amounts
thereafter. AIM pays the Sub-advisor sub-advisory fees computed weekly and paid
monthly, based on each Fund's average daily net assets, at the annualized rate
of 0.39% of the first $500 million, 0.38% on the next $500 million, 0.37% on the
next $500 million, and 0.36% on the amounts thereafter. The investment
management and administration fees paid by the Funds are higher than those paid
by most mutual funds. The Funds pay all expenses not assumed by AIM, the
Sub-advisor, 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%, 2.50% and 2.50% of the
average daily net assets of each Fund's Class A, Class B and Class C shares,
respectively, until June 30, 2000.


         The Management Contracts for each Fund may be renewed for one-year
terms, provided that any such renewal has been specifically approved at least
annually by (i) the Trust's Board of Trustees, or by the vote of a majority of a
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 each Fund, the Trust or
each of AIM or the Sub-advisor 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).





                                       45
<PAGE>   267

         AIM may from time to time waive or reduce its fee. Voluntary fee
waivers or reductions may be rescinded at any time without further notice to
investors. During periods of voluntary fee waivers or reductions, AIM will
retain its ability to be reimbursed for such fee prior to the end of each fiscal
year. Contractual fee waivers or reductions set forth in the Fee Table in a
Prospectus may not be terminated or amended to the Funds' detriment during the
period stated in the agreement between AIM and the Fund.




         In placing securities for a Fund's portfolio transactions, the
Sub-advisor seeks to obtain the best net results. Consistent with its obligation
to obtain the best net results, the Sub-advisor 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-advisor.


         For the fiscal years ended October 31, 1999, 1998 and 1997, each Fund
paid AIM and the prior manager and administrator the following net investment
management and administration fees:




<TABLE>
<CAPTION>
                                                                                  1999            1998              1997
                                                                                --------     -------------     -------------
<S>                                                                             <C>          <C>               <C>
Developing Markets Fund*..............................................          $813,308     $   1,049,576     $   7,383,823
Latin American Fund ..................................................           379,902         1,738,497         3,538,586
</TABLE>



* The Predecessor Fund of Developing Markets Fund paid the investment management
  and administration fees for the fiscal year ended October 31, 1997.



         For the fiscal year ended October 31, 1999 and 1998, AIM waived
management fees for Developing Markets Fund in the amounts of $747,433 and
$691,157, respectively, and Latin American Fund in the amounts of $572,144 and
$297,829, respectively.



         INVESCO Asset Management Limited became sub-advisor to the Funds
effective June 1, 1998. Prior to that date, INVESCO Asset Management Limited's
predecessor served as sub-advisor.



         For the fiscal years ended October 31, 1999, 1998 and 1997, AIM and
the prior investment manager and administrator paid, with respect to the Funds,
the following sub-advisory fees:



<TABLE>
<CAPTION>
                                                                                  1999             1998             1997
                                                                                --------         --------        ----------
<S>                                                                             <C>              <C>             <C>
Developing Markets Fund*..............................................          $325,323         $419,830        $2,953,529
Latin American Fund...................................................           151,961          695,399         1,415,434
</TABLE>






         AIM also serves as the Funds' pricing and accounting agent pursuant to
the Master Accounting Services Agreement. For these services, the Funds' pay AIM
such fees as are determined in accordance with methodologies established, from
time to time, by the Trust's Board of Trustees.

         For the fiscal years ended October 31, 1999, 1998 and 1997, each Fund
paid the current and former advisers the following accounting services fees:




<TABLE>
<CAPTION>
                                                                                  1999             1998            1997
                                                                                -------          -------         --------
<S>                                                                             <C>              <C>             <C>
Developing Markets Fund*..............................................          $42,462          $53,782         $108,484
Latin American Fund...................................................           38,349           55,950           90,733
</TABLE>



* The Predecessor Fund of Developing Markets Fund paid the accounting services
  fees for the fiscal year ended October 31, 1997.


                             THE DISTRIBUTION PLANS

THE CLASS A AND C PLAN


         The Trust has adopted a Master Distribution Plan pursuant to Rule 12b-1
under the 1940 Act relating to the Class A and Class C shares of the Funds (the
"Class A and C Plan"). The Class A and C Plan provides that the Class A shares
of each Fund pays 0.50% per annum of the average daily net assets attributable
to Class A shares as compensation to AIM Distributors for the purpose of
financing any activity which is primarily intended to result in the sale of
Class A shares. Under the Class A and C Plan, Class C shares of each fund pay
compensation to AIM Distributors at an annual rate of 1.00% of the average daily
net assets attributable





                                       46
<PAGE>   268


to Class C shares. The Class A and C Plan is designed to compensate AIM
Distributors, on a quarterly basis, for certain promotional and other
sales-related costs, and to implement a dealer incentive program which provides
for periodic payments to selected dealers who furnish continuing personal
shareholder services to their customers who purchase and own Class A or Class C
shares of a Fund. Payments can also be directed by AIM Distributors to selected
institutions who have entered into service agreements with respect to Class A
and Class C shares of each Fund and who provide continuing personal services to
their customers who own Class A and Class C shares of the Fund. The service fees
payable to selected institutions are calculated at the annual rate of 0.25% of
the average daily net asset value of those Fund shares that are held in such
institution's customers' accounts which were purchased on or after a prescribed
date set forth in the Plan. Activities appropriate for financing under the Class
A and C Plan include, but are not limited to, the following: printing of
prospectuses and statements of additional information and reports for other than
existing shareholders; overhead; preparation and distribution of advertising
material and sales literature; expenses of organizing and conducting sales
seminars; supplemental payments to dealers and other institutions such as
asset-based sales charges or as payments of service fees under shareholder
service arrangements; and costs of administering the Class A and C Plan.

         Of the aggregate amount payable under the Class A and C Plan, payments
to dealers and other financial institutions that provide continuing personal
shareholder services to their customers who purchase and own shares of the Fund,
in amounts of up to 0.25% of the average net assets of the Fund attributable to
the customers of such dealers or financial institutions are characterized as a
service fee, and payments to dealers and other financial institutions in excess
of such amount and payments to AIM Distributors would be characterized as an
asset-based sales charge pursuant to the Class A and C Plan. The Class A and C
Plan also imposes a cap on the total amount of sales charges, including
asset-based sales charges, that may be paid by the Trust with respect to the
Fund. The Class A and C Plan does not obligate the Fund to reimburse AIM
Distributors for the actual expenses AIM Distributors may incur in fulfilling
its obligations under the Class A and C Plan on behalf of the Fund. Thus, under
the Class A and C Plan, even if AIM Distributors' actual expenses exceed the fee
payable to AIM Distributors thereunder at any given time, the Fund will not be
obligated to pay more than that fee. If AIM Distributors' expenses are less than
the fee it receives, AIM Distributors will retain the full amount of the fee.

THE CLASS B PLAN

         The Trust has also adopted a Master Distribution Plan pursuant to Rule
12b-1 under the 1940 Act relating to Class B shares of the Funds (the "Class B
Plan", and collectively with the Class A and C Plan, the "Plans"). 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 attributable to Class B shares. Of such
amount, each Fund pays a service fee of 0.25% of the average daily net assets
attributable to Class B shares to selected dealers and other institutions which
furnish continuing personal shareholder services to their customers who purchase
and own Class B shares. Any amounts not paid as a service fee would constitute
an asset-based sales charge. Amounts paid in accordance with the Class B Plan
may be used to finance any activity primarily intended to result in the sale of
Class B shares, including but not limited to printing of prospectuses and
statements of additional information and reports for other than existing
shareholders; overhead; preparation and distribution of advertising material and
sales literature; expenses of organizing and conducting sales seminars;
supplemental payments to dealers and other institutions such as asset-based
sales charges or as payments of service fees under shareholder service
arrangements; and costs of administering the Class B Plan.

BOTH PLANS

         Pursuant to an incentive program, AIM Distributors may enter into
agreements ("Shareholder Service Agreements") with investment dealers selected
from time to time by AIM Distributors for the provision of distribution
assistance in connection with the sale of the Funds' shares to such dealers'
customers, and for the provision of continuing personal shareholder services to
customers who may from time to time directly or beneficially own shares of the
Funds. The distribution assistance and continuing personal shareholder services
to be rendered by dealers under the Shareholder Service Agreements may include,
but shall not be limited to, the following: distributing sales literature;
answering routine customer inquiries concerning the Funds; assisting customers
in changing dividend options, account designations and addresses, and in





                                       47
<PAGE>   269

enrolling in any of the 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
which provide services to their customers who have purchased shares. Services
provided pursuant to Shareholder Service Agreements with banks may include some
or all of the following: answering shareholder inquiries regarding the Funds;
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 Funds reasonably may
request, to the extent permitted by applicable statute, rule or regulation.
Similar agreements may be permitted under the Plans for institutions which
provide recordkeeping for and administrative services to 401(k) plans.

         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, each 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 generally will be calculated at the end of each payment period
for each business day of the Funds during such period at the annual rate of
0.25% of the average daily net asset value of the Funds' shares purchased or
acquired through exchange. Fees calculated in this manner shall be paid only to
those selected dealers or other institutions who are dealers or institutions of
record at the close of business on the last business day of the applicable
payment period for the account in which each 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 may from time to time waive or reduce any portion of
its 12b-1 fee for Class A and Class C shares. Voluntary fee waivers or
reductions may be rescinded at any time without further notice to investors.
During periods of voluntary fee waivers or reductions, AIM Distributors will
retain its ability to be reimbursed for such fee prior to the end of each fiscal
year. Contractual fee waivers or reductions set forth in the Fee Table in a
Prospectus may not be terminated or amended to the Funds' detriment during the
period stated in the agreement between AIM Distributors and the Fund.


         Under the Plans, certain financial institutions which have entered into
service agreements and which sell shares of the Fund on an agency basis, may
receive payments from the Funds pursuant to the respective Plans. AIM
Distributors does not act as principal, but rather as agent for the Funds, in
making dealer incentive and shareholder servicing payments under the Plans.
These payments are an obligation of the Funds and not of AIM Distributors.
Financial intermediaries and any other person entitled to receive compensation
for selling Fund shares may receive different compensation for selling shares of
one class over another.







         For the fiscal year ended October 31, 1999 for Class A and Class B
shares, and for the period March 1, 1999 (date operations commenced) through
October 31, 1999 for Class C shares, each Fund paid the following amounts under
the Plans:




                                       48
<PAGE>   270




<TABLE>
<CAPTION>
                                                                                            % OF CLASS
                                                                                           AVERAGE DAILY
                                                                                            NET ASSETS
                                 CLASS A        CLASS B        CLASS C       CLASS A          CLASS B        CLASS C
                               ----------     ----------     ----------     ----------     --------------   ----------
<S>                            <C>            <C>            <C>            <C>            <C>              <C>
Developing Markets Fund        $  439,522     $  357,273     $    1,425            .50%           1.00%           1.00%
Latin American Fund               273,567        422,771     $      713            .50%           1.00%           1.00%
</TABLE>




         An estimate by category of actual fees paid by each Fund with regard to
the Class A shares during the fiscal year ended October 31, 1999 follows:

<TABLE>
<CAPTION>
                                                        DEVELOPING      LATIN
                                                          MARKETS      AMERICAN
                                                           FUND          FUND
                                                        ----------    ----------
<S>                                                     <C>           <C>
CLASS A
Advertising ........................................    $  163,422    $   38,119
Printing and Mailing prospectuses,
   semi-annual reports and annual
   reports (other than to current
   shareholders) ...................................        16,163         3,186
Seminars ...........................................        44,896        13,768
Compensation to Underwriters to partially
   offset other marketing expenses .................             0             0
Compensation to Dealers including Finder's Fees ....       215,041       218,494
Compensation to Sales Personnel ....................             0             0
Annual Report Total ................................    $  439,522    $  273,567
</TABLE>




         An estimate by category of actual fees paid by each Fund with regard to
the Class B shares during the year ended October 31, 1999 as follows:



<TABLE>
<CAPTION>
                                                  DEVELOPING     LATIN
                                                   MARKETS      AMERICAN
                                                    FUND          FUND
                                                 ----------    ----------
<S>                                              <C>           <C>
CLASS B
Advertising .................................    $    3,756    $    3,355
Printing and Mailing prospectuses,
   semi-annual reports and annual reports
   (other than to current shareholders) .....           371           332
Seminars ....................................         1,376           922
Compensation to Underwriters to partially
   offset other marketing expenses ..........       267,954       317,078
Compensation to Dealers .....................        83,816       101,084
Compensation to Sales Personnel .............             0             0
Annual Report Total .........................    $  357,273    $  422,771
</TABLE>




                                       49
<PAGE>   271



         An estimate by category of actual fees paid by each Fund with regard to
the Class C shares for the period March 1, 1999 (date operations commenced)
through October 31, 1999 as follows:



<TABLE>
<CAPTION>
                                                  DEVELOPING      LATIN
                                                    MARKETS      AMERICAN
                                                     FUND          FUND
                                                  ----------    ----------
<S>                                               <C>           <C>
CLASS C
Advertising ..................................    $      272    $       80
Printing and Mailing prospectuses,
   semi-annual reports and annual reports
   (other than to current shareholders) ......             0             0
Seminars .....................................             0             0
Compensation to Underwriters to partially
   offset other marketing expenses ...........         1,069           535
Compensation to Dealers ......................            84            98
Compensation to Sales Personnel ..............             0             0
Annual Report Total ..........................    $    1,425    $      713
</TABLE>


         The Plans require AIM Distributors to provide the Board of Trustees at
least quarterly with a written report of the amounts expended pursuant to the
Plans and the purposes for which such expenditures were made. The Board of
Trustees reviews these reports in connection with their decisions with respect
to the Plans.

         As required by Rule 12b-1, the Plans and related forms of Shareholder
Service Agreements were approved by the Board of Trustees, including a majority
of the Trustees who are not "interested persons" (as defined in the 1940 Act) of
the Trust and who have no direct or indirect financial interest in the operation
of the Plans or in any agreements related to the Plans ("Qualified Trustees").
In approving the Plans in accordance with the requirements of Rule 12b-1, the
Trustees considered various factors and determined that there is a reasonable
likelihood that the Plans would benefit each class of each Fund and their
respective shareholders.

         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 given 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.


         Unless terminated earlier in accordance with their terms, the Plans
continue in effect from year to year, as long as such continuance is
specifically approved at least annually by the Board of Trustees, including a
majority of the Qualified Trustees.


         The Plans may be terminated by the vote of a majority of the Qualified
Trustees, or, with respect to a particular class, by the vote of a majority of
the outstanding voting securities of that class.

         Any change in the Plans that would increase materially the distribution
expenses paid by the applicable class requires shareholder approval; otherwise,
it may be amended by the Trustees, including a majority of the Qualified
Trustees, by votes cast in person at a meeting called for the purpose of voting
upon such amendment. As long as the Plans are in effect, the selection or
nomination of the Qualified Trustees is committed to the discretion of the
Qualified Trustees. In the event the Class A and C Plan is amended in a manner
which the Board of Trustees determines would materially increase the charges
paid under the Class A and C Plan, the Class B shares of the Funds will no
longer convert into Class A shares of the same Funds unless the Class B shares,
voting separately, approve such amendment. If the Class B shareholders do not
approve such amendment, the Board of Trustees will (i) create a new class of
shares of the Funds which is identical in all material respects to the Class A
shares as they existed prior to the implementation of the amendment and (ii)
ensure that the existing Class B shares of the Funds will be exchanged or
converted into




                                       50
<PAGE>   272


such new class of shares no later than the date the Class B shares were
scheduled to convert into Class A shares.

         The principal differences between the Class A and C Plan and the Class
B Plan are: (i) the Class A and C Plan allows payment to AIM Distributors or to
dealers or financial institutions of up to 0.50% of average daily net assets of
the Class A shares of each Fund, as compared to 1.00% of such assets of each
Fund's Class B shares; (ii) the Class B Plan obligates the Class B shares to
continue to make payments to AIM Distributors following termination of the Class
B shares Distribution Agreement with respect to Class B shares sold by or
attributable to the distribution efforts of AIM Distributors or its predecessor,
GT Global, Inc. unless there has been a complete termination of the Class B Plan
(as defined in such Plan) and (iii) the Class B Plan expressly authorizes AIM
Distributors to assign, transfer or pledge its rights to payments pursuant to
the Class B Plan.


                                 THE DISTRIBUTOR


         The Trust has entered into a Master Distribution Agreement with AIM
Distributors relating to the Class A shares and Class C shares of the Funds and
a Master Distribution Agreement with AIM Distributors relating to the Class B
shares of the Funds. Such Master Distribution Agreements are hereinafter
collectively referred to as the "Distribution Agreements."


         The Distribution Agreements provide that AIM Distributors will bear the
expenses of printing from the final proof and distributing the Funds'
prospectuses and statements of additional information relating to public
offerings made by AIM Distributors pursuant to the Distribution Agreements
(other than those prospectuses and statements of additional information
distributed to existing shareholders of the Fund), and any promotional or sales
literature used by AIM Distributors or furnished by AIM Distributors to dealers
in connection with the public offering of the Fund's shares, including expenses
of advertising in connection with such public offerings. AIM Distributors has
not undertaken to sell any specified number of shares of any classes of the
Funds.

         The Distribution Agreements provide AIM Distributors with the exclusive
right to distribute shares of the Funds directly and through institutions with
whom AIM Distributors has entered into selected dealer agreements. Under the
Distribution Agreement for the Class B shares, AIM Distributors sells Class B
shares of the Funds at net asset value subject to a contingent deferred sales
charge established by AIM Distributors. AIM Distributors is authorized to
advance to institutions through whom Class B shares are sold a sales commission
under schedules established by AIM Distributors. The Distribution Agreement for
the Class B shares provides that AIM Distributors (or its assignee or
transferee) will receive 0.75% (of the total 1.00% payable under the
distribution plan applicable to Class B shares) of each Fund's average daily net
assets attributable to Class B shares attributable to the sales efforts of AIM
Distributors.

         AIM Distributors expects to pay sales commissions from its own
resources 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. AIM Distributors anticipates that it will
require a number of years to recoup from Class B Plan payments the sales
commissions paid to dealers and institutions in connection with sales of Class B
shares. In the future, if multiple distributors serve a Fund, each such
distributor (or its assignee or transferee) would receive a share of the
payments under the Class B Plan based on the portion of the Fund's Class B
shares sold by or attributable to the distribution efforts of that distributor.

         The Trust (on behalf of any class of any Fund) or AIM Distributors may
terminate the Distribution Agreements on sixty (60) days' written notice without
penalty. The Distribution Agreements will terminate automatically in the event
of their assignment. In the event the Class B shares Distribution Agreement is
terminated, AIM Distributors would continue to receive payments of asset based
distribution fees in respect of the outstanding Class B shares attributable to
the distribution efforts of AIM Distributors and its predecessor;





                                       51
<PAGE>   273
provided, however, that a complete termination of the Class B Plan (as defined
in such Plan) would terminate all payments by the Fund of asset based
distribution fees and service fees to AIM Distributors. Termination of the Class
B Plan or Distribution Agreement does not affect the obligation of Class B
shareholders to pay contingent deferred sales charges.

         From time to time, AIM Distributors may transfer and sell its right to
payments under the Distribution Agreement relating to Class B shares in order to
finance distribution expenditures in respect of Class B shares.

         The following chart reflects the total sales charges paid in connection
with the sale of Class A shares of each Fund and the amount retained by GT
Global, Inc., the Trust's distributor prior to June 1, 1998, for the fiscal year
or period ended October 31, 1998 and 1997.



<TABLE>
<CAPTION>
                                  NOVEMBER 1, 1997
                                  TO MAY 31, 1998                  1997
                              ------------------------    ------------------------
                                 SALES        AMOUNT        SALES          AMOUNT
                                CHARGES      RETAINED      CHARGES       RETAINED
                              ----------    ----------    ----------    ----------
<S>                           <C>           <C>           <C>           <C>
Developing Markets Fund       $        0    $        0    $      N/A    $      N/A
Latin American Fund           $   47,006    $   16,513    $  168,598    $   50,871
</TABLE>




         Developing Markets Fund and Latin American Fund pay AIM Distributors
sales charges on sales of Class A shares of the Funds. AIM Distributors retains
certain amounts of such charges and reallows other amounts of such charges to
broker/dealers who sell shares.

         The following chart reflects the total sales charges paid in connection
with the sale of Class A shares of each Fund and the amount retained by AIM
Distributors for the fiscal year or period ended October 31, 1999 and 1998:



<TABLE>
<CAPTION>
                                                               JUNE 1, 1998 TO
                                         1999                 OCTOBER 31, 1998
                                         ----             ------------------------
                                SALES        AMOUNT         SALES         AMOUNT
                               CHARGES      RETAINED       CHARGES       RETAINED
                              ----------    ----------    ----------    ----------
<S>                           <C>           <C>           <C>           <C>
Developing Markets Fund ..    $   69,225    $   16,209    $      819    $      770
Latin American Fund ......    $   67,706    $   12,934    $   10,956    $   10,703
</TABLE>



         The following chart reflects the contingent deferred sales charges paid
by Class A, Class B and Class C* shareholders for the fiscal years ended October
31, 1999, 1998 and 1997:



<TABLE>
<CAPTION>
                                     1999          1998           1997
                                  ----------    ----------    ----------
<S>                               <C>           <C>           <C>
Developing Markets Fund ......    $    6,877    $    4,252    $      N/A
Latin American Fund ..........    $      536    $  791,308    $  923,769
</TABLE>

- ----------

* Class C shares of each Fund commenced operations on 03/01/99.


         Developing Markets Fund and Latin American Fund pay AIM Distributors a
contingent deferred sales charge with respect to redemptions of Class B shares
and certain Class A shares.

EXPENSES OF THE FUNDS

         Each Fund pays all expenses not assumed by AIM, the Sub-advisor, 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,
trustees' fees, organizational fees, fidelity bond and other insurance premiums,
taxes, extraordinary expenses and the


                                       52
<PAGE>   274

expenses of reports and prospectuses sent to existing investors. The allocation
of general Trust expenses and expenses shared among the Funds and other funds
organized as series of the Trust 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 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
each Fund generally are higher than the comparable expenses of such other funds.

                      SALES CHARGES AND DEALER CONCESSIONS


         CATEGORY I. Certain AIM Funds are currently sold with a sales charge
ranging from 5.50% to 2.00% of the offering price on purchases of less than
$1,000,000. These AIM Funds include Class A shares of each of AIM Advisor Flex
Fund, AIM Advisor International Value Fund, AIM Advisor Large Cap Value Fund,
AIM Aggressive Growth Fund, AIM Asian Growth Fund, AIM Basic Value Fund, AIM
Blue Chip Fund, AIM Capital Development Fund, AIM Charter Fund, AIM
Constellation Fund, AIM Dent Demographic Trends Fund, AIM European Development
Fund, AIM Euroland Growth Fund, AIM Global Utilities Fund, AIM Global Growth &
Income Fund, AIM International Equity Fund, AIM Japan Growth Fund, AIM Large Cap
Basic Value Fund, AIM Large Cap Growth Fund, AIM Large Cap Opportunities Fund,
AIM Mid Cap Equity Fund, AIM Mid Cap Growth Fund, AIM Mid Cap Opportunities
Fund, AIM New Pacific Growth Fund, AIM Select Growth Fund, AIM Small Cap Growth
Fund, AIM Small Cap Opportunities Fund, AIM Value Fund and AIM Weingarten Fund.




<TABLE>
<CAPTION>
                                                                                               Dealer
                                                              Investor's Sales Charge       Concession
                                                           ---------------------------     -----------
                                                               As a            As a            As a
                                                            Percentage      Percentage      Percentage
                                                           of the Public    of the Net         of the
                  Amount of Investment in Offering             Amount       Offering           Public
                      Single Transaction(1)                     Price       Invested           Price
                  ----------------------------------       -------------  ------------     -----------
                  <S>                                      <C>            <C>              <C>
                                Less than $   25,000                5.50%         5.82%           4.75%
                  $  25,000 but less than $   50,000                5.25          5.54            4.50
                  $  50,000 but less than $  100,000                4.75          4.99            4.00
                  $ 100,000 but less than $  250,000                3.75          3.90            3.00
                  $ 250,000 but less than $  500,000                3.00          3.09            2.50
                  $ 500,000 but less than $1,000,000                2.00          2.04            1.60
</TABLE>


- ----------

(1)  AIM Small Cap Opportunities Fund will not accept any single purchase in
     excess of $250,000.



         CATEGORY II. Certain AIM Funds are currently sold with a sales charge
ranging from 4.75% to 2.00% of the offering price on purchases of less than
$1,000,000. These AIM Funds are: the Class A shares of each of AIM Advisor Real
Estate Fund, AIM Balanced Fund, AIM Developing Markets Fund, AIM Emerging
Markets Debt Fund, AIM Global Aggressive Growth Fund, AIM Global Consumer
Products and Services Fund, AIM Global Financial Services Fund, AIM Global
Government Income Fund, AIM Global Growth Fund, AIM Global Health Care Fund, AIM
Global Income Fund, AIM Global Infrastructure Fund, AIM Global Resources Fund,
AIM Global Telecommunications and Technology Fund, AIM Global Trends Fund, AIM
High Income Municipal Fund, AIM High Yield Fund, AIM High Yield Fund II, AIM
Income Fund, AIM Intermediate Government Fund, AIM Latin American Growth Fund,
AIM Municipal Bond Fund, AIM Strategic Income Fund and AIM Tax-Exempt Bond Fund
of Connecticut.





                                       53
<PAGE>   275


<TABLE>
<CAPTION>
                                                                                               Dealer
                                                              Investor's Sales Charge       Concession
                                                           ---------------------------     -----------
                                                               As a            As a            As a
                                                            Percentage      Percentage      Percentage
                                                           of the Public    of the Net         of the
                  Amount of Investment in Offering             Amount       Offering           Public
                      Single Transaction(1)                     Price       Invested           Price
                  ----------------------------------       -------------  ------------     -----------
                  <S>                                      <C>            <C>              <C>
                               Less than $   50,000                 4.75%         4.99%           4.00%
                  $ 50,000 but less than $  100,000                 4.00          4.17            3.25
                  $100,000 but less than $  250,000                 3.75          3.90            3.00
                  $250,000 but less than $  500,000                 2.50          2.56            2.00
                  $500,000 but less than $1,000,000                 2.00          2.04            1.60
</TABLE>


         CATEGORY III. Certain AIM Funds are currently sold with a sales charge
ranging from 1.00% to 0.50% of the offering price on purchases of less than
$1,000,000. These AIM Funds are the Class A shares of each of AIM Limited
Maturity Treasury Fund and AIM Tax-Free Intermediate Fund.



<TABLE>
<CAPTION>
                                                                                               Dealer
                                                              Investor's Sales Charge       Concession
                                                           ---------------------------     -----------
                                                               As a            As a            As a
                                                            Percentage      Percentage      Percentage
                                                           of the Public    of the Net         of the
                  Amount of Investment in Offering             Amount       Offering           Public
                      Single Transaction(1)                     Price       Invested           Price
                  ----------------------------------       -------------  ------------     -----------
                  <S>                                      <C>            <C>              <C>
                               Less than  $  100,000                1.00%         1.01%           0.75%
                  $100,000 but less than  $  250,000                0.75          0.76            0.50
                  $250,000 but less than  $1,000,000                0.50          0.50            0.40
</TABLE>



        There is no sales charge on purchases of $1,000,000 or more of Category
I, II or III funds; however, AIM Distributors may pay a dealer concession and/or
advance a service fee on such transactions as set forth below.


        ALL GROUPS OF AIM FUNDS. AIM Distributors may elect to re-allow the
entire initial sales charge to dealers for all sales with respect to which
orders are placed with AIM Distributors during a particular period. Dealers to
whom substantially the entire sales charge is re-allowed may be deemed to be
"underwriters" as that term is defined under the Securities Act of 1933.

        In addition to amounts paid to dealers as a dealer concession out of the
initial sales charge paid by investors, AIM Distributors may, from time to time,
at its expense or as an expense for which it may be compensated under a
distribution plan, if applicable, pay a bonus or other consideration or
incentive to dealers who sell a minimum dollar amount of the shares of the AIM
Funds during a specified period of time. At the option of the dealer, such
incentives may take the form of payment for travel expenses, including lodging,
incurred in connection with trips taken by qualifying registered representatives
and their families to places within or outside the United States. The total
amount of such additional bonus payments or other consideration shall not exceed
0.25% of the public offering price of the shares sold. Any such bonus or
incentive programs will not change the price paid by investors for the purchase
of the applicable AIM Fund's shares or the amount that any particular AIM Fund
will receive as proceeds from such sales. Dealers may not use sales of the AIM
Funds' shares to qualify for any incentives to the extent that such incentives
may be prohibited by the laws of any state.






                                       54
<PAGE>   276

        AIM Distributors may make payments to dealers and institutions who are
dealers of record for purchases of $1 million or more of Class A shares (or
shares which normally involve payment of initial sales charges), which are sold
at net asset value and are subject to a contingent deferred sales charge, for
all AIM Funds other than Class A shares of each of AIM Limited Maturity Treasury
Fund and AIM Tax-Free Intermediate Fund as follows: 1% of the first $2 million
of such purchases, plus 0.80% of the next $1 million of such purchases, plus
0.50% of the next $17 million of such purchases, plus 0.25% of amounts in excess
of $20 million of such purchases. AIM Distributors may make payments to dealers
and institutions who are dealers of record for purchases of $1 million or more
of Class A shares (or shares which normally involve payment of initial sales
charges), and which are sold at net asset value and are not subject to a
contingent deferred sales charge, in an amount up to 0.10% of such purchases of
Class A shares of AIM Limited Maturity Treasury Fund, and in an amount up to
0.25% of such purchases of Class A shares of AIM Tax-Free Intermediate Fund.

        AIM Distributors may pay sales commissions to dealers and institutions
who sell Class B shares of the AIM Funds at the time of such sales. Payments
with respect to Class B shares will equal 4.00% of the purchase price of the
Class B shares sold by the dealer or institution, and will consist of a sales
commission equal to 3.75% of the purchase price of the Class B shares sold plus
an advance of the first year service fee of 0.25% with respect to such shares.
The portion of the payments to AIM Distributors under the Class B Plan which
constitutes an asset-based sales charge (0.75%) is intended in part to permit
AIM Distributors to recoup a portion of such sales commissions plus financing
costs.


        AIM Distributors may pay sales commissions to dealers and institutions
who sell Class C shares of the AIM Funds at the time of such sales. Payments
with respect to Class C shares will equal 1.00% of the purchase price of the
Class C shares sold by the dealer or institution, and will consist of a sales
commission of 0.75% of the purchase price of the Class C shares sold plus an
advance of the first year service fee of 0.25% with respect to such shares. AIM
Distributors will retain all payments received by it relating to Class C shares
for the first year after they are purchased. The portion of the payments to AIM
Distributors under the Class A and C Plan attributable to Class C shares which
constitutes an asset-based sales charge (0.75%) is intended in part to permit
AIM Distributors to recoup a portion of on-going sales commissions to dealers
plus financing costs, if any. After the first full year, AIM Distributors will
make such payments quarterly to dealers and institutions based on the average
net asset value of Class C shares which are attributable to shareholders for
whom the dealers and institutions are designated as dealers of record. These
commissions are not paid on sales to investors exempt from the CDSC, including
shareholders of record of AIM Advisor Funds, Inc. on April 30, 1995, who
purchase additional shares in any of the Funds on or after May 1, 1995, and in
circumstances where AIM Distributors grants an exemption on particular
transactions.



        Exchanges of AIM Cash Reserve Shares of AIM Money Market Fund for Class
B shares or Class C shares are considered sales of such Class B shares or Class
C shares for purposes of the sales charges and dealer concessions discussed
above.

        AIM Distributors may pay investment dealers or other financial service
firms for share purchases (measured on an annual basis) of Class A Shares of all
AIM Funds except AIM Limited Maturity Treasury Fund, AIM Tax-Free Intermediate
Fund and AIM Tax-Exempt Cash Fund sold at net asset value to an employee benefit
plan as follows: 1% of the first $2 million of such purchases, plus 0.80% of the
next $1 million of such purchases, plus 0.50% of the next $17 million of such
purchases, plus 0.25% of amounts in excess of $20 million of such purchases and
up to 0.10% of the net asset value of any Class A shares of AIM Limited Maturity
Treasury Fund sold at net asset value to an employee benefit plan in accordance
with this paragraph.






                                       55
<PAGE>   277


                       REDUCTIONS IN INITIAL SALES CHARGES

         Reductions in the initial sales charges shown in the sales charge
tables (quantity discounts) apply to purchases of shares of the AIM Funds that
are otherwise subject to an initial sales charge, provided that such purchases
are made by a "purchaser" as hereinafter defined. Purchases of Class A shares of
AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and
Class B and Class C shares of the AIM Funds will not be taken into account in
determining whether a purchase qualifies for a reduction in initial sales
charges.

         The term "purchaser" means:

         o    an individual and his or her spouse and children, including any
              trust established exclusively for the benefit of any such person;
              or a pension, profit-sharing, or other benefit plan established
              exclusively for the benefit of any such person, such as an IRA,
              Roth IRA, a single-participant money-purchase/profit-sharing plan
              or an individual participant in a 403(b) Plan (unless such 403(b)
              plan qualifies as the purchaser as defined below);

         o    a 403(b) plan, the employer/sponsor of which is an organization
              described under Section 501(c)(3) of the Internal Revenue Code of
              1986, as amended (the "Code"), if:

              a. the employer/sponsor must submit contributions for all
              participating employees in a single contribution transmittal
              (i.e., the Funds will not accept contributions submitted with
              respect to individual participants);

              b. each transmittal must be accompanied by a single check or wire
              transfer; and

              c. all new participants must be added to the 403(b) plan by
              submitting an application on behalf of each new participant with
              the contribution transmittal;

         o    a trustee or fiduciary purchasing for a single trust, estate or
              single fiduciary account (including a pension, profit-sharing or
              other employee benefit trust created pursuant to a plan qualified
              under Section 401 of the Code) and 457 plans, although more than
              one beneficiary or participant is involved;

         o    a Simplified Employee Pension (SEP), Salary Reduction and other
              Elective Simplified Employee Pension account (SAR-SEP) or a
              Savings Incentive Match Plans for Employees IRA (SIMPLE IRA),
              where the employer has notified the distributor in writing that
              all of its related employee SEP, SAR-SEP or SIMPLE IRA accounts
              should be linked; or

         o    any other organized group of persons, whether incorporated or not,
              provided the organization has been in existence for at least six
              months and has some purpose other than the purchase at a discount
              of redeemable securities of a registered investment company.

         Investors or dealers seeking to qualify orders for a reduced initial
sales charge must identify such orders and, if necessary, support their
qualification for the reduced charge. AIM Distributors reserves the right to
determine whether any purchaser is entitled, by virtue of the foregoing
definition, to the reduced sales charge. No person or entity may distribute
shares of the AIM Funds without payment of the applicable sales charge other
than to persons or entities who qualify for a reduction in the sales charge as
provided herein.


         1. LETTERS OF INTENT. A purchaser, as previously defined, may pay
reduced initial sales charges by completing the appropriate section of the
account application and by fulfilling a Letter of Intent ("LOI"). The LOI
privilege is also available to holders of the Connecticut General Guaranteed
Account, established for tax qualified group annuities, for contracts purchased
on or before June 30, 1992. The LOI confirms such purchaser's intention as to
the total investment to be made in shares of the AIM Funds (except







                                       56
<PAGE>   278



for (i) Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares
of AIM Money Market Fund, (ii) Class B and Class C shares of the AIM Funds and
(iii) shares of AIM Floating Rate Fund) within the following 13 consecutive
months. By marking the LOI section on the account application and by signing the
account application, the purchaser indicates that he understands and agrees to
the terms of the LOI and is bound by the provisions described below.


         Each purchase of fund shares normally subject to an initial sales
charge made during the 13-month period will be made at the public offering price
applicable to a single transaction of the total dollar amount indicated by the
LOI, as described under "Sales Charges and Dealer Concessions." It is the
purchaser's responsibility at the time of purchase to specify the account
numbers that should be considered in determining the appropriate sales charge.
The offering price may be further reduced as described under "Rights of
Accumulation" if the Transfer Agent is advised of all other accounts at the time
of the investment. Shares acquired through reinvestment of dividends and capital
gains distributions will not be applied to the LOI. At any time during the
13-month period after meeting the original obligation, a purchaser may revise
his intended investment amount upward by submitting a written and signed
request. Such a revision will not change the original expiration date. By
signing an LOI, a purchaser is not making a binding commitment to purchase
additional shares, but if purchases made within the 13-month period do not total
the amount specified, the investor will pay the increased amount of sales charge
as described below. Purchases made within 90 days before signing an LOI will be
applied toward completion of the LOI. The LOI effective date will be the date of
the first purchase within the 90-day period. The Transfer Agent will process
necessary adjustments upon the expiration or completion date of the LOI.
Purchases made more than 90 days before signing an LOI will be applied toward
completion of the LOI based on the value of the shares purchased calculated at
the public offering price on the effective date of the LOI.

         To assure compliance with the provisions of the 1940 Act, out of the
initial purchase (or subsequent purchases if necessary) the Transfer Agent will
escrow in the form of shares an appropriate dollar amount (computed to the
nearest full share). All dividends and any capital gain distributions on the
escrowed shares will be credited to the purchaser. All shares purchased,
including those escrowed, will be registered in the purchaser's name. If the
total investment specified under this LOI is completed within the 13-month
period, the escrowed shares will be promptly released. If the intended
investment is not completed, the purchaser will pay the Transfer Agent the
difference between the sales charge on the specified amount and the amount
actually purchased. If the purchaser does not pay such difference within 20 days
of the expiration date, he irrevocably constitutes and appoints the Transfer
Agent as his attorney to surrender for redemption any or all shares, to make up
such difference within 60 days of the expiration date.

         If at any time before completing the LOI Program, the purchaser wishes
to cancel the agreement, he must give written notice to AIM Distributors. If at
any time before completing the LOI Program the purchaser requests the Transfer
Agent to liquidate or transfer beneficial ownership of his total shares, a
cancellation of the LOI will automatically be effected. If the total amount
purchased is less than the amount specified in the LOI, the Transfer Agent will
redeem an appropriate number of escrowed shares equal to the difference between
the sales charge actually paid and the sales charge that would have been paid if
the total purchases had been made at a single time.


         2. RIGHTS OF ACCUMULATION. A "purchaser," as previously defined, may
also qualify for reduced initial sales charges based upon such purchaser's
existing investment in shares of any of the AIM Funds (except for (i) Class A
shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money
Market Fund, (ii) Class B and Class C shares of the AIM Funds and (iii) shares
of AIM Floating Rate Fund) at the time of the proposed purchase. Rights of
Accumulation are also available to holders of the Connecticut General Guaranteed
Account, established for tax-qualified group annuities, for contracts purchased
on or before June 30, 1992. To determine whether or not a reduced initial sales
charge applies to a proposed purchase, AIM Distributors takes into account not
only the money which is invested upon such proposed purchase, but also the value
of all shares of the AIM Funds (except for (i) Class A shares of AIM Tax-Exempt
Cash Fund and AIM Cash Reserve Shares of AIM Money Market Fund, (ii) Class B and
Class C shares of the AIM Funds and (iii) shares of AIM Floating Rate Fund)
owned by such purchaser, calculated at their then





                                       57
<PAGE>   279



current public offering price. If a purchaser so qualifies for a reduced sales
charge, the reduced sales charge applies to the total amount of money then being
invested by such purchaser and not just to the portion that exceeds the
breakpoint above which a reduced sales charge applies. For example, if a
purchaser already owns qualifying shares of any AIM Fund with a value of $20,000
and wishes to invest an additional $20,000 in a fund, with a maximum initial
sales charge of 5.50%, the reduced initial sales charge of 5.25% will apply to
the full $20,000 purchase and not just to the $15,000 in excess of the $25,000
breakpoint. To qualify for obtaining the discount applicable to a particular
purchase, the purchaser or his dealer must furnish AFS with a list of the
account numbers and the names in which such accounts of the purchaser are
registered at the time the purchase is made.


         PURCHASES AT NET ASSET VALUE. Purchases of shares of any of the AIM
Funds at net asset value (without payment of an initial sales charge) may be
made in connection with: (a) the reinvestment of dividends and distributions
from a fund; (b) exchanges of shares of certain funds; (c) use of the
reinstatement privilege; or (d) a merger, consolidation or acquisition of assets
of a fund.

         The following purchasers will not pay initial sales charges on
purchases of Class A shares because there is a reduced sales effort involved in
sales to these purchasers:

          o    AIM Management and its affiliates, or their clients;

          o    Any current or retired officer, director or employee (and members
               of their immediate family) of AIM Management, its affiliates or
               The AIM Family of Funds(R), and any foundation, trust or employee
               benefit plan established exclusively for the benefit of, or by,
               such persons;

          o    Any current or retired officer, director, or employee (and
               members of their immediate family), of CIGNA Corporation or its
               affiliates, or of First Data Investor Services Group; and any
               deferred compensation plan for directors of investment companies
               sponsored by CIGNA Investments, Inc. or its affiliates;

          o    Sales representatives and employees (and members of their
               immediate family) of selling group members or financial
               institutions that have arrangements with such selling group
               members;

          o    Purchases through approved fee-based programs;

          o    Employee benefit plans designated as purchasers as defined above,
               and non-qualified plans offered in conjunction therewith,
               provided the initial investment in the plan(s) is at least $1
               million; the sponsor signs a $1 million LOI; the
               employer-sponsored plan(s) has at least 100 eligible employees;
               or all plan transactions are executed through a single omnibus
               account per Fund and the financial institution or service
               organization has entered into the appropriate agreements with the
               distributor. Section 403(b) plans sponsored by public educational
               institutions are not eligible for a sales charge exception based
               on the aggregate investment made by the plan or the number of
               eligible employees. Purchases of AIM Small Cap Opportunities Fund
               by such plans are subject to initial sales charges;

          o    Shareholders of record or discretionary advised clients of any
               investment advisor holding shares of AIM Weingarten Fund or AIM
               Constellation Fund on September 8, 1986, or of AIM Charter Fund
               on November 17, 1986, who have continuously owned shares having a
               market value of at least $500 and who purchase additional shares
               of the same Fund;

          o    Shareholders of record of Advisor Class shares of AIM
               International Growth Fund or AIM Worldwide Growth Fund on
               February 12, 1999 who have continuously owned shares of the AIM
               Funds.






                                       58
<PAGE>   280


          o    Unitholders of G/SET series unit investment trusts investing
               proceeds from such trusts in shares of AIM Weingarten Fund or AIM
               Constellation Fund; provided, however, prior to the termination
               date of the trusts, a unitholder may invest proceeds from the
               redemption or repurchase of his units only when the investment in
               shares of AIM Weingarten Fund and AIM Constellation Fund is
               effected within 30 days of the redemption or repurchase;

          o    A shareholder of a fund that merges or consolidates with an AIM
               Fund or that sells its assets to an AIM Fund in exchange for
               shares of an AIM Fund;

          o    Shareholders of the GT Global funds as of April 30, 1987 who
               since that date continually have owned shares of one or more of
               these funds; and

          o    Certain former AMA Investment Advisers' shareholders who became
               shareholders of the AIM Global Health Care Fund in October 1989,
               and who have continuously held shares in the GT Global funds
               since that time.


          o    Shareholders of record of Advisor Class shares of an AIM Fund on
               February 11, 2000 who have continuously owned shares of that AIM
               Fund, and who purchase additional shares of that AIM Fund.


         As used above, immediate family includes an individual and his or her
spouse, children, parents and parents of spouse.


                   CONTINGENT DEFERRED SALES CHARGE EXCEPTIONS

         Former GT Global funds Class A shares that are subject to a contingent
deferred sales charge and that were purchased before June 1, 1998 are entitled
to the following waivers from the contingent deferred sales charge otherwise due
upon redemption: (1) minimum required distributions made in connection with an
IRA, Keogh Plan or custodial account under Section 403(b) of the Code or other
retirement plan following attainment of age 70 1/2; (2) total or partial
redemptions resulting from a distribution following retirement in the case of a
tax-qualified employer-sponsored retirement plan; (3) when a redemption results
from a tax-free return of an excess contribution pursuant to Section 408(d)(4)
or (5) of the Code or from the death or disability of the employee; (4)
redemptions pursuant to a Fund's right to liquidate a shareholder's account
involuntarily; (5) redemptions pursuant to distributions from a tax-qualified
employer-sponsored retirement plan, which is invested in the former GT Global
funds, which are permitted to be made without penalty pursuant to the Code,
other than tax-free rollovers or transfers of assets, and the proceeds of which
are reinvested in the former GT Global funds; (6) redemptions made in connection
with participant-directed exchanges between options in an employer-sponsored
benefit plan; (7) redemptions made for the purpose of providing cash to fund a
loan to a participant in a tax-qualified retirement plan; (8) redemptions made
in connection with a distribution from any retirement plan or account that is
permitted in accordance with the provisions of Section 72(t)(2) of the Code, and
the regulations promulgated thereunder; (9) redemptions made in connection with
a distribution from any retirement plan or account that involves the return of
an excess deferral amount pursuant to Section 401(k)(8) or Section 402(g)(2) of
the Code; (10) redemptions made in connection with a distribution from a
qualified profit-sharing or stock bonus plan described in Section 401(k) of the
Code to a participant or beneficiary under Section 401(k)(2)(B)(IV) of the Code
upon hardship of the covered employee (determined pursuant to Treasury
Regulation Section 1.401(k)-1(d)(2)); and (11) redemptions made by or for the
benefit of certain states, counties or cities, or any instrumentalities,
departments or authorities thereof where such entities are prohibited or limited
by applicable law from paying a sales charge or commission.


         Former GT Global funds Class B shares purchased before June 1, 1998 are
subject to the following waivers from the contingent deferred sales charge
otherwise due upon redemption: (1) total or partial redemptions resulting from a
distribution following retirement in the case of a tax-qualified
employer-sponsored retirement; (2) minimum required distributions made in
connection with an IRA, Keogh Plan or custodial







                                       59
<PAGE>   281


account under Section 403(b) of the Code or other retirement plan following
attainment of age 70 1/2; (3) redemptions pursuant to distributions from a
tax-qualified employer-sponsored retirement plan, which is invested in the
former GT Global funds, which are permitted to be made without penalty pursuant
to the Code, other than tax-free rollovers or transfers of assets, and the
proceeds of which are reinvested in the former GT Global funds; (4) redemptions
made in connection with participant-directed exchanges between options in an
employer-sponsored benefit plan; (5) redemptions made for the purpose of
providing cash to fund a loan to a participant in a tax-qualified retirement
plan; (6) redemptions made in connection with a distribution from any retirement
plan or account that is permitted in accordance with the provisions of Section
72(t)(2) of the Code, and the regulations promulgated thereunder; (7)
redemptions made in connection with a distribution from a qualified
profit-sharing or stock bonus plan described in Section 401(k) of the Code to a
participant or beneficiary under Section 401(k)(2)(B)(IV) of the Code upon
hardship of the covered employee (determined pursuant to Treasury Regulation
Section 1.401(k)-1(d)(2)); and (8) redemptions made by or for the benefit of
certain states, counties or cities, or any instrumentalities, departments or
authorities thereof where such entities are prohibited or limited by applicable
law from paying a sales charge or commission.


         CDSCs will not apply to the following:


          o    Additional purchases of Class C shares of AIM Advisor Flex Fund,
               AIM Advisor International Value Fund, AIM Advisor Large Cap Value
               Fund and AIM Advisor Real Estate Fund by shareholders of record
               on April 30, 1995, of these Funds, except that shareholders whose
               broker-dealers maintain a single omnibus account with AFS on
               behalf of those shareholders, perform sub-accounting functions
               with respect to those shareholders, and are unable to segregate
               shareholders of record prior to April 30, 1995, from shareholders
               whose accounts were opened after that date will be subject to a
               CDSC on all purchases made after March 1, 1996;


          o    Redemptions following the death or post-purchase disability of
               (1) any registered shareholders on an account or (2) a settlor of
               a living trust, of shares held in the account at the time of
               death or initial determination of post-purchase disability;

          o    Certain distributions from individual retirement accounts,
               Section 403(b) retirement plans, Section 457 deferred
               compensation plans and Section 401 qualified plans, where
               redemptions result from (i) required minimum distributions to
               plan participants or beneficiaries who are age 70-1/2 or older,
               and only with respect to that portion of such distributions that
               does not exceed 12% annually of the participant's or
               beneficiary's account value in a particular AIM Fund; (ii) in
               kind transfers of assets where the participant or beneficiary
               notifies the distributor of the transfer no later than the time
               the transfer occurs; (iii) tax-free rollovers or transfers of
               assets to another plan of the type described above invested in
               Class B or Class C shares of one or more of the AIM Funds; (iv)
               tax-free returns of excess contributions or returns of excess
               deferral amounts; and (v) distributions on the death or
               disability (as defined in the Internal Revenue Code of 1986, as
               amended) of the participant or beneficiary;

          o    Amounts from a Systematic Withdrawal Plan of up to an annual
               amount of 12% of the account value on a per fund basis, at the
               time the withdrawal plan is established, provided the investor
               reinvests his dividends;

          o    Liquidation by the Fund when the account value falls below the
               minimum required account size of $500;

          o    Investment account(s) of AIM; and

          o    Class C shares where the investor's dealer of record notifies the
               distributor prior to the time of investment that the dealer
               waives the payment otherwise payable to him.





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<PAGE>   282



         Upon the redemption of shares of funds in sales charge Categories I and
II (see "Sales Charges and Dealer Concessions") purchased in amounts of $1
million or more, no CDSC will be applied in the following situations:


          o    Shares held more than 18 months;

          o    Redemptions from employee benefit plans designated as qualified
               purchasers, as defined above, where the redemptions are in
               connection with employee terminations or withdrawals, provided
               the total amount invested in the plan is at least $1,000,000; the
               sponsor signs a $1 million LOI; or the employer-sponsored plan
               has at least 100 eligible employees; provided, however, that
               403(b) plans sponsored by public educational institutions shall
               qualify for the CDSC waiver on the basis of the value of each
               plan participant's aggregate investment in the AIM Funds, and not
               on the aggregate investment made by the plan or on the number of
               eligible employees;

          o    Private foundations or endowment funds;

          o    Redemption of shares by the investor where the investor's dealer
               waives the amounts otherwise payable to it by the distributor and
               notifies the distributor prior to the time of investment; and


          o    Shares acquired by exchange from Class A shares of funds in sales
               charge Categories I and II unless the shares acquired by exchange
               are redeemed within 18 months of the original purchase of the
               Class A shares.



                        HOW TO PURCHASE AND REDEEM SHARES


         A complete description of the manner by which shares of each Fund may
be purchased appears in the Prospectus under the heading "Purchasing Shares --
How to Purchase Shares."


         The sales charge normally deducted on purchases of Class A shares of
the Funds is used to compensate AIM Distributors and participating dealers for
their expenses incurred in connection with the distribution of such shares.
Since there is little expense associated with unsolicited orders placed directly
with AIM Distributors by persons, who because of their relationship with the
Funds or with AIM and its affiliates, are familiar with the Funds, or whose
programs for purchase involve little expense (e.g., because of the size of the
transaction and shareholder records required), AIM Distributors believes that it
is appropriate and in the Funds' best interests that such persons be permitted
to purchase Class A shares of the Funds through AIM Distributors without payment
of a sales charge. The persons who may purchase Class A shares of the Funds
without a sales charge are set forth under the caption "Reductions in Initial
Sales Charges--Purchases At Net Asset Value."

         Complete information concerning the method of exchanging shares of the
Funds for shares of the other AIM Funds is set forth in the Prospectus under the
heading "Exchanging Shares."


         Information concerning redemption of each Fund's shares is set forth in
the Prospectus under the caption "Redeeming Shares." Shares of the AIM Funds may
be redeemed directly through AIM Distributors or through any dealer who has
entered into an agreement with AIM Distributors. In addition to the Funds'
obligation to redeem shares, AIM Distributors may also repurchase shares as an
accommodation to shareholders. To effect a repurchase, those dealers who have
executed Selected Dealer Agreements with AIM Distributors must phone orders to
the order desk of the Fund telephone: (800) 347-4246 and guarantee delivery of
all required documents in good order. A repurchase is effected at the net asset
value of the Fund next determined after such order is received. Such arrangement
is subject to timely receipt by AFS of all required documents in good order. If
such documents are not received within a reasonable time after the order is
placed, the order is subject to cancellation. While there is no charge imposed
by the Funds or by AIM






                                       61
<PAGE>   283


Distributors (other than any applicable CDSC) when shares are redeemed or
repurchased, dealers may charge a fair service fee for handling the transaction.
AIM intends to redeem all shares of the Funds in cash.


         The right of redemption may be suspended or the date of payment
postponed when (a) trading on the New York Stock Exchange ("NYSE") is
restricted, as determined by applicable rules and regulations of the SEC, (b)
the NYSE is closed for other than customary weekend and holiday closings, (c)
the SEC has by order permitted such suspension, or (d) an emergency as
determined by the SEC exists making disposition of portfolio securities or the
valuation of the net assets of a Fund not reasonably practicable.

BACKUP WITHHOLDING

         Accounts submitted without a correct, certified taxpayer identification
number or, alternatively, a completed Internal Revenue Service ("IRS") Form W-8
(for non-resident aliens) or Form W-9 (certifying exempt status) accompanying
the registration information will generally be subject to backup withholding.

         Each AIM Fund, and other payers, must, according to IRS regulations,
withhold 31% of redemption payments and reportable dividends (whether paid or
accrued) in the case of any shareholder who fails to provide the Fund with a
taxpayer identification number ("TIN") and a certification that he is not
subject to backup withholding.

         An investor is subject to backup withholding if:

          (1)  the investor fails to furnish a correct TIN to the Fund, or
          (2)  the IRS notifies the Fund that the investor furnished an
               incorrect TIN, or
          (3)  the investor or the Fund is notified by the IRS that the investor
               is subject to backup withholding because the investor failed to
               report all of the interest and dividends on such investor's tax
               return (for reportable interest and dividends only), or
          (4)  the investor fails to certify to the Fund that the investor is
               not subject to backup withholding under (3) above (for reportable
               interest and dividend accounts opened after 1983 only), or

          (5)  the investor does not certify his TIN. This applies only to
               non-exempt mutual fund accounts opened after 1983.


         Interest and dividend payments are subject to backup withholding in all
five situations discussed above. Redemption proceeds and long-term gain
distributions are subject to backup withholding only if (1) (2) or (5) above
applies.

         Certain payees and payments are exempt from backup withholding and
information reporting. A complete listing of such exempt entities appears in the
Instructions for the Requester of Form W-9 (which can be obtained from the IRS)
and includes, among others, the following:


          o    a corporation

          o    an organization exempt from tax under Section 501(a), an
               individual retirement plan (IRA), or a custodial account under
               Section 403(b)(7)

          o    the United States or any of its agencies or instrumentalities

          o    a state, the District of Columbia, a possession of the United
               States, or any of their political subdivisions or
               instrumentalities

          o    a foreign government or any of its political subdivisions,
               agencies or instrumentalities

          o    an international organization or any of its agencies or
               instrumentalities




                                       62
<PAGE>   284


          o    a foreign central bank of issue

          o    a dealer in securities or commodities required to register in the
               U.S. or a possession of the U.S.

          o    a futures commission merchant registered with the Commodity
               Futures Trading Commission

          o    a real estate investment trust

          o    an entity registered at all times during the tax year under the
               1940 Act

          o    a common trust fund operated by a bank under Section 584(a)

          o    a financial institution

          o    a middleman known in the investment community as a nominee or
               listed in the most recent publication of the American Society of
               Corporate Secretaries, Inc., Nominee List

          o    a trust exempt from tax under Section 664 or described in Section
               4947

         Investors should contact the IRS if they have any questions concerning
entitlement to an exemption from backup withholding.

NOTE: Section references are to sections of the Code.

         IRS PENALTIES -- Investors who do not supply the AIM Funds with a
correct TIN will be subject to a $50 penalty imposed by the IRS unless such
failure is due to reasonable cause and not willful neglect. If an investor
falsifies information on this form or makes any other false statement resulting
in no backup withholding on an account which should be subject to backup
withholding, such investor may be subject to a $500 penalty imposed by the IRS
and to certain criminal penalties including fines and/or imprisonment.

         NONRESIDENT ALIENS -- Nonresident alien individuals and foreign
entities are not subject to the backup withholding previously discussed, but
must certify their foreign status by attaching IRS Form W-8 to their
application. Form W-8 remains in effect for three calendar years beginning with
the calendar year in which it is received by the Fund. Such shareholders may,
however, be subject to federal income tax withholding at a 30% rate on ordinary
income dividends and distributions and return of capital distributions. Under
applicable treaty law, residents of treaty countries may qualify for a reduced
rate of withholding or a withholding exemption.


                          NET ASSET VALUE DETERMINATION


         The net asset value per share of each Fund is normally determined once
daily as of the close of the customary trading session of the NYSE (generally
4:00 p.m. Eastern time) of each business day of the Funds. In the event the NYSE
closes early (i.e., before 4:00 p.m. Eastern time) on a particular day, the net
asset value of a Fund share is determined as of the close of the NYSE on such
day. Net asset value per share is determined by dividing the value of a Fund's
securities, cash and other assets (including interest accrued but not collected)
attributable to a particular class, less all its liabilities (including accrued
expenses and dividends payable) attributable to that class, by the total number
of shares outstanding of that class. Determination of each Fund's net asset
value per share is made in accordance with generally accepted accounting
principles.


         Each equity security held by a Fund is valued at its last sales price
on the exchange where the security is principally traded or, lacking any sales
on a particular day, the security is valued at the last available bid. Each
security traded in the over-the-counter market (but not including securities
reported on the NASDAQ National Market System) is valued at the mean between the
last bid and asked prices based upon quotes





                                       63
<PAGE>   285


furnished by market makers for such securities. Each security reported on the
NASDAQ National Market System is valued at the last sales price on the valuation
date or absent a last sales price, at the mean between the closing bid and asked
prices on that day. Debt securities are valued on the basis of prices provided
by an independent pricing service. Prices provided by the pricing service may be
determined without exclusive reliance on quoted prices, and may reflect
appropriate factors such as institution-size trading in similar groups of
securities, developments related to special securities, yield, quality, coupon
rate, maturity, type of issue, individual trading characteristics and other
market data. Securities for which market quotations are not readily available or
are questionable are valued at fair value as determined in good faith by or
under the supervision of the Trust's officers in a manner specifically
authorized by the Board of Trustees. Short-term obligations having 60 days or
less to maturity are valued on the basis of amortized cost. For purposes of
determining net asset value per share, futures and options contracts generally
will be valued 15 minutes after the close of the customary trading session of
the NYSE.



         Generally, trading in foreign securities, corporate bonds, U.S.
Government securities and money market instruments is substantially completed
each day at various times prior to the close of the customary trading session of
the NYSE. The values of such securities used in computing the net asset value of
each Fund's shares are determined at such times. Foreign currency exchange rates
are also generally determined prior to the close of the customary trading
session of the NYSE. Occasionally, events affecting the values of such
securities and such exchange rates may occur between the times at which such
values are determined and the close of the customary trading session of the NYSE
which will not be reflected in the computation of a Fund's net asset value. If
events materially affecting the value of such securities occur during such
period, then these securities will be valued at their fair value as determined
in good faith by or under the supervision of the Board of Trustees.



                    DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS

REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS


         Income dividends and capital gains distributions are automatically
reinvested in additional shares of the same class of each Fund unless the
shareholder has requested in writing to receive such dividends and distributions
in cash or that they be invested in shares of another AIM Fund, subject to the
terms and conditions set forth in each Fund's Prospectus under the caption
"Shareholder Information -- Purchasing Shares - Special Plans - Automatic
Dividend Investment." If a shareholder's account does not have any shares in it
on a dividend or capital gains distribution payment date, the dividend or
distribution will be paid in cash whether or not the shareholder has elected to
have such dividends or distributions reinvested.


TAX MATTERS

         The following is only a summary of certain additional tax
considerations generally affecting the Funds and their shareholders that are not
described in the Prospectus. No attempt is made to present a detailed
explanation of the tax treatment of each Fund or its shareholders, and the
discussion here and in the Prospectus is not intended as a substitute for
careful tax planning.

GENERAL

         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. 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"); and (2) the Diversification
Requirements.




                                       64
<PAGE>   286

         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.

         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.

         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.

REINSTATEMENT PRIVILEGE


         For federal income tax purposes, exercise of your reinstatement
privilege may increase the amount of gain or reduce the amount of loss
recognized in the original redemption transaction, because the initial sales
charge will not be taken into account in determining such gain or loss to the
extent there has been a reduction in the initial sales charge payable upon
reinstatement. Wash sale rules may also limit the amount of loss recognized.


FOREIGN TAXES

         Dividends and interest received by each 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 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. Each 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 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 foreign tax credit limitation and will be able to
claim a foreign tax credit without having to file the Form 1116 that otherwise
is required.

PASSIVE FOREIGN INVESTMENT COMPANIES


         Each 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 a Fund is a U.S. shareholder (effective with respect
to each Fund for its taxable year beginning November 1, 1999)--that, in general,
meets either of the following tests: (1) at least 75% of its gross income






                                       65
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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 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 a 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, 1999, each 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 a Fund's adjusted basis
therein as of the end of that year. Pursuant to the election, a 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. A
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 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.

OPTIONS, FUTURES AND FOREIGN CURRENCY TRANSACTIONS

         Each 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 a 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 a 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 a 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--20% (10% for non-corporate taxpayers in the 15% marginal tax
bracket) for gain recognized on capital assets held for more than 12 months.






                                       66
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         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 Funds attempt 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
unless the closed transaction exception applies. A constructive sale generally
consists of a short sale, an offsetting notional principal contract or futures
or forward contract entered into by a 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 in effect at the date of this Statement of Additional
Information and affecting each Fund and its shareholders. Investors are urged to
consult their own tax advisors for more detailed information and for information
regarding any foreign, state and local taxes applicable to distributions
received from the Funds.


                             SHAREHOLDER INFORMATION

         This information supplements the discussion in each Fund's Prospectus
under the title "Shareholder Information."

         TIMING OF PURCHASE ORDERS. It is the responsibility of the dealer to
ensure that all orders are transmitted on a timely basis to the Transfer Agent.
Any loss resulting from the dealer's failure to submit an order within the
prescribed time frame will be borne by that dealer. If a check used to purchase
shares does not clear, or if any investment order must be canceled due to
nonpayment, the investor will be responsible for any resulting loss to an AIM
Fund or to AIM Distributors.

         SHARE CERTIFICATES. AIM Funds will issue share certificates upon
written request to AFS. Otherwise, shares are held on the shareholder's behalf
and recorded on the Fund books. AIM Funds will not issue certificates for shares
held in prototype retirement plans.

         SYSTEMATIC WITHDRAWAL PLAN. Under a Systematic Withdrawal Plan, all
shares are to be held by the Transfer Agent and all dividends and distributions
are reinvested in shares of the applicable AIM Fund by the Transfer Agent. To
provide funds for payments made under the Systematic Withdrawal Plan, the
Transfer Agent redeems sufficient full and fractional shares at their net asset
value in effect at the time of each such redemption.

         Payments under a Systematic Withdrawal Plan constitute taxable events.
Since such payments are funded by the redemption of shares, they may result in a
return of capital and in capital gains or losses, rather than in ordinary
income. Because sales charges are imposed on additional purchases of shares
(other than Class B or Class C Shares of the AIM Funds and AIM Cash Reserve
Shares of AIM Money Market Fund), it is disadvantageous to effect such purchases
while a Systematic Withdrawal Plan is in effect.

         Each AIM Fund bears its share of the cost of operating the Systematic
Withdrawal Plan.


         TERMS AND CONDITIONS OF EXCHANGE. Normally, shares of an AIM Fund to
be acquired by exchange are purchased at their net asset value or applicable
offering price, as the case may be, determined on the date that such request is
received, but under unusual market conditions such purchases may be delayed for
up



                                       67
<PAGE>   289

to five business days if it is determined that a fund would be materially
disadvantaged by an immediate transfer of the proceeds of the exchange.  If a
shareholder is exchanging into a fund paying daily dividends, and the release
of the exchange proceeds is delayed for the foregoing five-day period, such
shareholder will not begin to accrue dividends until the sixth business day
after the exchange.



         EXCHANGES BY TELEPHONE. AIM Distributors has made arrangements with
certain dealers and investment advisory firms to accept telephone instructions
to exchange shares between any of the AIM Funds. AIM Distributors reserves the
right to impose conditions on dealers or investment advisors who make telephone
exchanges of shares of the funds, including the condition that any such dealer
or investment advisor enter into an agreement (which contains additional
conditions with respect to exchanges of shares) with AIM Distributors. To
exchange shares by telephone, a shareholder, dealer or investment advisor who
has satisfied the foregoing conditions must call AFS at (800) 959-4246. If a
shareholder is unable to reach AFS by telephone, he may also request exchanges
by telegraph or use overnight courier services to expedite exchanges by mail,
which will be effective on the business day received by the Transfer Agent as
long as such request is received prior to NYSE Close. The Transfer Agent and AIM
Distributors may in certain cases be liable for losses due to unauthorized or
fraudulent transactions if they do not follow reasonable procedures for
verification of telephone transactions. Such reasonable procedures may include
recordings of telephone transactions (maintained for six months), requests for
confirmation of the shareholder's Social Security Number and current address,
and mailings of confirmations promptly after the transaction.

         By signing an account application form, an investor appoints the
Transfer Agent as his true and lawful attorney-in-fact to surrender for
redemption any and all unissued shares held by the Transfer Agent in the
designated account(s), or in any other account with any of the AIM Funds,
present or future, which has the identical registration as the designated
account(s), with full power of substitution in the premises. The Transfer Agent
and AIM Distributors are thereby authorized and directed to accept and act upon
any telephone redemptions of shares held in any of the account(s) listed, from
any person who requests the redemption proceeds to be applied to purchase shares
in any one or more of the AIM Funds, provided that such fund is available for
sale and provided that the registration and mailing address of the shares to be
purchased are identical to the registration of the shares being redeemed. An
investor acknowledges by signing the form that he understands and agrees that
the Transfer Agent and AIM Distributors may not be liable for any loss, expense
or cost arising out of any telephone exchange requests effected in accordance
with the authorization set forth in these instructions if they reasonably
believe such request to be genuine, but may in certain cases be liable for
losses due to unauthorized or fraudulent transactions. Procedures for
verification of telephone transactions may include recordings of telephone
transactions (maintained for six months), requests for confirmation of the
shareholder's Social Security Number and current address, and mailings of
confirmations promptly after the transactions. The Transfer Agent reserves the
right to modify or terminate the telephone exchange privilege at any time
without notice. An investor may elect not to have this privilege by marking the
appropriate box on the application. Then any exchanges must be effected in
writing by the investor.



         REDEMPTIONS BY TELEPHONE. By signing an account application form, an
investor appoints the Transfer Agent as his true and lawful attorney-in-fact to
surrender for redemption any and all unissued shares held by the Transfer Agent
in the designated account(s), present or future, with full power of substitution
in the premises. The Transfer Agent and AIM Distributors are thereby authorized
and directed to accept and act upon any telephone redemptions of shares held in
any of the account(s) listed, from any person who requests the redemption. An
investor acknowledges by signing the form that he understands and agrees that
the Transfer Agent and AIM Distributors may not be liable for any loss, expense
or cost arising out of any telephone redemption requests effected in accordance
with the authorization set forth in these instructions if they reasonably
believe such request to be genuine, but may in certain cases be liable for
losses due to unauthorized or fraudulent transactions. The Transfer Agent
reserves the right to cease to act as attorney-in-fact subject to this
appointment, and AIM Distributors reserves the right to modify or terminate the
telephone redemption privilege at any time without notice. An investor may elect
not to have this privilege by marking the appropriate box on the application.
Then any redemptions must be effected in writing by the investor.





                                       68
<PAGE>   290

         SIGNATURE GUARANTEES. In addition to those circumstances listed in the
"Shareholder Information" section of each Fund's prospectus, signature
guarantees are required in the following situations: (1) requests to transfer
the registration of shares to another owner; (2) telephone exchange and
telephone redemption authorization forms; (3) changes in previously designated
wiring or electronic funds transfer instructions; and (4) written redemptions or
exchanges of shares previously reported as lost, whether or not the redemption
amount is under $50,000 or the proceeds are to be sent to the address of record.
AIM Funds may waive or modify any signature guarantee requirements at any time.

         Acceptable guarantors include banks, broker-dealers, credit unions,
national securities exchanges, savings associations and any other organization,
provided that such institution or organization qualifies as an "eligible
guarantor institution" as that term is defined in rules adopted by the SEC, and
further provided that such guarantor institution is listed in one of the
reference guides contained in the Transfer Agent's current Signature Guarantee
Standards and Procedures, such as certain domestic banks, credit unions,
securities dealers, or securities exchanges. The Transfer Agent will also accept
signatures with either: (1) a signature guaranteed with a medallion stamp of the
STAMP Program, or (2) a signature guaranteed with a medallion stamp of the NYSE
Medallion Signature Program, provided that in either event, the amount of the
transaction involved does not exceed the surety coverage amount indicated on the
medallion. For information regarding whether a particular institution or
organization qualifies as an "eligible guarantor institution," an investor
should contact the Client Services Department of AFS.


         TRANSACTIONS BY INTERNET. An investor may effect transactions in his
account through the Internet by selecting the AIM Internet Connect option on his
completed account application form or completing an AIM Internet Connect
Authorization Form. By signing either form the investor acknowledges and agrees
that the Transfer Agent and AIM Distributors will not be liable for any loss,
expense or cost arising out of any internet transaction effected in accordance
with the instructions set forth in the forms if they reasonably believe such
request to be genuine. Procedures for verification of internet transactions
include requests for confirmation of the shareholder's personal identification
number and mailing of confirmations promptly after the transactions. The
investor also acknowledges that (1) if he no longer wants the AIM Internet
Connect option, he will notify the Transfer Agent in writing, and (2) the AIM
Internet Connect option may be terminated at any time by the AIM Funds.


         DIVIDENDS AND DISTRIBUTIONS. In determining the amount of capital
gains, if any, available for distribution, net capital gains are offset against
available net capital losses, if any, carried forward from previous fiscal
periods.

         For funds that do not declare a dividend daily, such dividends and
distributions will be reinvested at the net asset value per share determined on
the ex-dividend date. For funds that declare a dividend daily, such dividends
and distributions will be reinvested at the net asset value per share determined
on the payable date.

         Dividends on Class B and Class C shares are expected to be lower than
those for Class A shares or AIM Cash Reserve Shares because of higher
distribution fees paid by Class B and Class C shares. Dividends on all shares
may also be affected by other class-specific expenses.

         Changes in the form of dividend and distribution payments may be made
by the shareholder at any time by notice to the Transfer Agent and are effective
as to any subsequent payment if such notice is received by the Transfer Agent
prior to the record date of such payment. Any dividend and distribution election
remains in effect until the Transfer Agent receives a revised written election
by the shareholder.

         Any dividend or distribution paid by a fund which does not declare
dividends daily has the effect of reducing the net asset value per share on the
ex-dividend date by the amount of the dividend or distribution. Therefore, a
dividend or distribution declared shortly after a purchase of shares by an
investor would represent, in substance, a return of capital to the shareholder
with respect to such shares even though it would be subject to income taxes.



                                       69
<PAGE>   291

                            MISCELLANEOUS INFORMATION

CHARGES FOR CERTAIN ACCOUNT INFORMATION

         The Transfer Agent may impose certain copying charges for requests for
copies of shareholder account statements and other historical account
information older than the current year and the immediately preceding year.

CUSTODIAN AND TRANSFER AGENT

         State Street Bank and Trust Company (the "Custodian"), 225 Franklin
Street, Boston, Massachusetts 02110, is custodian of all securities and cash of
the Funds. The Custodian attends to the collection of principal and income, pays
and collects all monies for securities bought and sold by the Funds and performs
certain other ministerial duties. AIM Fund Services, Inc., a wholly owned
subsidiary of AIM, 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173, acts
as transfer and dividend disbursing agent for the Funds. These services do not
include any supervisory function over management or provide any protection
against any possible depreciation of assets. The Funds pay the Custodian and the
Transfer Agent such compensation as may be agreed upon from time to time.

INDEPENDENT ACCOUNTANTS

         The Funds' independent accountants are PricewaterhouseCoopers LLP.
PricewaterhouseCoopers LLP conducts an annual audit of each Fund, assists in the
preparation of the Funds' federal and state income tax returns and consults with
the Trust and the Funds as to matters of accounting, regulatory filings, and
federal and state income taxation.

         The audited financial statements of the Trust included in this
Statement of Additional Information have been examined by PricewaterhouseCoopers
LLP, 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.

LEGAL MATTERS

         The law firm of Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue
N.W., Washington, D.C. 20036-1800, acts as counsel to the Trust and the Funds.

SHAREHOLDER LIABILITY

         Under Delaware law, the shareholders of the Trust enjoy the same
limitations extended to shareholders of private, for-profit corporations. There
is a remote possibility, however, that under certain circumstances shareholders
of the Trust may be held personally liable for the Trust's obligations. However,
the Trust Agreement disclaims shareholder liability for acts or obligations of
the Trust and requires that notice of such disclaimer be given in each
agreement, obligation or instrument entered into or executed by the Trust or a
trustee. If a shareholder is held personally liable for the obligations of the
Trust, the Trust Agreement provides that the shareholder shall be entitled out
of the assets belonging to the applicable Fund (or allocable to the applicable
Class), to be held harmless from and indemnified against all loss and expense
arising from such liability in accordance with the Trust's Bylaws and applicable
law. Thus, the risk of a shareholder incurring financial loss on account of such
liability is limited to circumstances in which the Trust itself would be unable
to meet its obligations and where the other party was held not to be bound by
the disclaimer.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES


         To the best knowledge of the Trust, the names and addresses of the
holders of 5% or more of the outstanding shares of any class of each Fund and
the percentage of the outstanding shares held by such holders are set forth
below:


                                       70
<PAGE>   292


<TABLE>
<CAPTION>
                                                                                                   PERCENT
                                                                                 PERCENT           OWNED OF
                                 NAME AND ADDRESS                                OWNED OF         RECORD AND
FUND                             OF RECORD OWNER                                RECORD ONLY*     BENEFICIALLY
- ----                             ----------------                               ------------     ------------
<S>                              <C>                                            <C>              <C>
AIM Developing Markets Fund -
   Class A                       Merrill Lynch Pierce Fenner & Smith                 5.7%              -0-
                                 FBO The Sole Benefit of Customers
                                 Attn:  Fund Administrator
                                 4800 Deer Lake Dr East 2nd Floor
                                 Jacksonville, FL  32246

   Class B                       Merrill Lynch Pierce Fenner & Smith                 6.1%              -0-
                                 FBO The Sole Benefit of Customers
                                 Attn:  Fund Administrator
                                 4800 Deer Lake Dr East 2nd Floor
                                 Jacksonville, FL  32246

   Class C                       First Clearing Corporation                          -0-              11.7%
                                 W L Burgess IRA R/O FCC as Custodian
                                 7893 Vue Estates Road Meridian, ID
                                 83642-5207
</TABLE>



- ---------
* The Trust has no knowledge as to whether all or any portion of the shares
owned of record only are also owned beneficially.

                                       71
<PAGE>   293

<TABLE>
<CAPTION>
                                                                                                   PERCENT
                                                                                 PERCENT           OWNED OF
                                 NAME AND ADDRESS                                OWNED OF         RECORD AND
FUND                             OF RECORD OWNER                                RECORD ONLY*     BENEFICIALLY
- ----                             ----------------                               ------------     ------------
<S>                              <C>                                            <C>              <C>
                                 Painewebber for the Benefit of                      -0-               6.2%
                                 Jeffrey D. Salzman Trustee
                                 Jeffrey D. Salzman Trust
                                 1720 Sunset Blvd.
                                 Boulder, CO  80304-4243

AIM Latin American Growth Fund -
   Class A                       Santander SA Para Fondo                            11.9%              -0-
                                 Mutuo Mutinaional
                                 Natias Cousino 199 Piso 6
                                 Santiage, Chile

   Class B                       Merrill Lynch Pierce Fenner & Smith                10.5%              -0-
                                 FBO The Sole Benefit of Customers
                                 Attn:  Fund Administration
                                 4800 Deer Lake Dr East 2nd Floor
                                 Jacksonville, FL  32246

   Class C                       Merrill Lynch Pierce Fenner & Smith                31.2%              -0-
                                 FBO The Sole Benefit of Customers
                                 Attn:  Fund Administration
                                 4800 Deer Lake Dr East 2nd Floor
                                 Jacksonville, FL  32246

                                 Prudential Securities Inc FBO                       -0-              24.4%
                                 Mr. Donald Ellis and
                                 Ms. Janice Burrows Ellis
                                 Ten Com
                                 64 Walnut Cir
                                 Basking Ridge, NJ  07920-1020
</TABLE>


         As of February 14, 2000, the trustees and officers of the Trust as a
group owned beneficially less than 1% of the outstanding shares of each class of
Developing Markets Fund and Latin American Fund.

- ---------------------
*        The Trust has no knowledge as to whether all or any portion of the
         shares owned of record are also owned beneficially.



                                       72
<PAGE>   294


                               INVESTMENT RESULTS

TOTAL RETURN QUOTATIONS

         The standard formula for calculating total return is as follows:
                                       (n)
                                 P(1+T)   =ERV

Where    P        =        a hypothetical initial payment of $1,000.
         T        =        average annual total return (assuming the
                           applicable maximum sales load is deducted at the
                           beginning of the 1, 5, or 10 year periods).
         n        =        number of years.
         ERV      =        ending  redeemable value of a hypothetical  $1,000
                           payment at the end of the 1, 5, or 10 year periods
                           (or fractional portion of such period).

         The standard total returns of Class A and Class B shares of Developing
Markets Fund, stated as average annualized total returns for the periods shown,
were as follows. Standard total returns for Class A shares reflect, where
appropriate, the fees and expenses of the Predecessor Fund and are recomputed to
reflect the deduction of the maximum sales charge of 4.75%.

<TABLE>
<CAPTION>
                                                 ONE       FIVE       TEN      SINCE
                                                 YEAR      YEARS     YEARS    INCEPTION*
                                                -----      -----     ----    ----------
<S>                                             <C>        <C>       <C>     <C>
Developing Markets Fund Class A ........        53.89%     2.20%      N/A     -0.72%
Developing Markets Fund Class B ........        55.57%      N/A       N/A     -1.31%
</TABLE>

*        The inception dates for Class A and Class B shares are 01/11/94 and
         11/03/97, respectively.

         The standard total returns of Class C shares of Developing Markets
Fund, stated as aggregate total return for the periods shown, were as follows:

<TABLE>
<CAPTION>
                                                 ONE       FIVE       TEN      SINCE
                                                 YEAR      YEARS     YEARS    INCEPTION*
                                                -----      -----     -----    ----------
<S>                                             <C>        <C>       <C>     <C>
Developing Markets Fund .............            N/A       N/A        N/A      63.66%
</TABLE>

*        The inception date for Developing Markets Fund Class C shares is
         03/01/99.

         The standard total returns for the Class A and Class B shares of Latin
American Fund, stated as average annualized total returns for the periods shown,
were as follows. Total returns for the Class A shares reflect the deduction of
the maximum sales charge of 4.75%.

<TABLE>
<CAPTION>
                                                 ONE      FIVE       TEN      SINCE
                                                 YEAR     YEARS     YEARS    INCEPTION*
                                                -----     -----     -----    ----------
<S>                                             <C>       <C>        <C>     <C>
Latin American Fund Class A ........            52.51%    -2.18%     N/A       4.94%
Latin American Fund Class B ........            54.28%    -2.08%     N/A       3.12%
</TABLE>

*        The inception dates for Latin American Fund Class A and Class B shares
         are 08/13/91 and 04/01/93, respectively.



                                       73
<PAGE>   295


         The standard total return for Class C shares of Latin American Fund,
stated as aggregate total return for the periods shown, were as follows:

<TABLE>
<CAPTION>
                                                 ONE      FIVE       TEN      SINCE
                                                 YEAR     YEARS     YEARS    INCEPTION*
                                                -----     -----     -----    ----------
<S>                                             <C>       <C>        <C>     <C>
Latin American Fund .................            N/A       N/A        N/A      79.19%
</TABLE>

*        The inception date for Class C shares of Latin American Fund is
         03/01/99.

         Standard total return quotes may be accompanied by total return figures
calculated by alternative methods. For example, average annual total return may
be calculated without assuming payment of the full sales load according to the
following formula:
                                         n
                                   P(1+U) =ERV

Where    P        =       a hypothetical initial payment of $1,000.
         U        =       average annual total return assuming payment of only
                          a stated portion of, or none of, the applicable
                          maximum sales load at the beginning of the stated
                          period.
         n        =       number of years.
         ERV      =       ending redeemable value of a hypothetical $1,000
                          payment at the end of the stated period.

         The average annual non-standard total returns of Class A and Class B
shares of Developing Markets Fund, stated as average annualized total returns
for the periods shown, were as follows. Non-standard total returns for Class A
shares reflect, where appropriate, the fees and expenses of the Predecessor
Fund.


<TABLE>
<CAPTION>
                                                 ONE      FIVE       TEN      SINCE
                                                 YEAR     YEARS     YEARS    INCEPTION*
                                                -----     -----     -----    ----------
<S>                                             <C>       <C>        <C>     <C>
Developing Markets Fund Class A .........        61.50%   3.19%      N/A       0.09%
Developing Markets Fund Class B .........        60.57%    N/A       N/A       0.01%
</TABLE>

*        The inception dates for Developing Markets Fund Class A and Class B
         shares are 01/11/94 and 11/03/97, respectively.

         The average annual non-standard total return of Class C shares of
Developing Markets Fund, stated as aggregate total return for the periods shown,
were as follows:

<TABLE>
<CAPTION>
                                                 ONE      FIVE       TEN      SINCE
                                                 YEAR     YEARS     YEARS    INCEPTION*
                                                -----     -----     -----    ----------
<S>                                             <C>       <C>        <C>     <C>
Developing Markets Fund .............            N/A       N/A       N/A       64.66%
</TABLE>

* The inception date for Class C shares of Developing Markets Fund is 03/01/99.



                                       74
<PAGE>   296

         The average annual non-standard total returns for the Class A and Class
B shares of Latin American Fund, stated as average annualized total returns for
the periods shown, were as follows:




<TABLE>
<CAPTION>
                                                 ONE      FIVE       TEN       SINCE
                                                 YEAR     YEARS      YEARS    INCEPTION*
                                                -----     -----      -----    ----------
<S>                                             <C>       <C>        <C>      <C>
Latin American Fund Class A ........            60.10%    -1.22%      N/A       5.55%
Latin American Fund Class B ........            59.28%    -1.69%      N/A       3.12%
</TABLE>



*        The inception dates for Class A and Class B shares of Latin American
         Fund are 08/13/91 and 04/01/93, respectively.


         The aggregate non-standard total return for Class C shares of Latin
American Fund, stated as aggregate total return for the periods shown, were as
follows:


<TABLE>
<CAPTION>
                                                 ONE      FIVE       TEN       SINCE
                                                 YEAR     YEARS      YEARS    INCEPTION*
                                                -----     -----      -----    ----------
<S>                                             <C>       <C>        <C>      <C>
Latin American Fund .................            N/A       N/A        N/A       80.19%
</TABLE>


*        The inception date for Class C shares of Latin American Fund is
         03/01/99.

         Cumulative total return across a stated period may be calculated as
follows:

                                         n
                                   P(1+V) =ERV


Where    P        =       a hypothetical initial payment of $1,000.
         V        =       cumulative total return assuming payment of all of,
                          a stated portion of, or none of, the applicable
                          maximum sales load at the beginning of the stated
                          period.
         n        =       number of years.
         ERV      =       ending redeemable value of a hypothetical $1,000
                          payment at the end of the stated period.

         The cumulative total returns of Class A, Class B and Class C shares of
Developing Markets Fund (not taking sales charges into account) for the periods
shown were as follows. The cumulative total returns for Class A shares reflects,
where appropriate, the fees and expenses of the Predecessor Fund.


<TABLE>
<CAPTION>
                                                 ONE      FIVE       TEN      SINCE
                                                 YEAR     YEARS      YEARS   INCEPTION*
                                                -----     -----      -----   ----------
<S>                                             <C>       <C>        <C>     <C>
Developing Markets Fund Class A .......         53.89%    11.47%     N/A       -4.22%
Developing Markets Fund Class B .......         55.57%     N/A       N/A       -2.81%
Developing Markets Fund Class C .......          N/A       N/A       N/A       63.66%
</TABLE>



         *        The inception dates for Developing Markets Fund Class A, Class
                  B and Class C shares are 01/11/94, 11/03/97 and 03/01/99,
                  respectively.



                                       75
<PAGE>   297

         The cumulative total returns of Class A and Class B shares of
Developing Markets Fund (taking sales charges into account) for the periods
shown were as follows. The cumulative total returns for Class A shares reflects,
where appropriate, the fees and expenses of the Predecessor Fund and are
recomputed to reflect the deduction of the maximum sales charge of 4.75%.

<TABLE>
<CAPTION>
                                                 ONE      FIVE       TEN      SINCE
                                                 YEAR     YEARS      YEARS   INCEPTION*
                                                -----     -----      -----   ----------
<S>                                             <C>       <C>        <C>     <C>
Developing Markets Fund Class A .......         53.89%    11.47%      N/A      -4.22%
Developing Markets Fund Class B .......         55.57%     N/A        N/A      -2.81%
Developing Markets Fund Class C .......          N/A       N/A        N/A      63.66%
</TABLE>

         *        The inception dates for Developing Markets Fund Class A, Class
                  B and Class C shares are 01/11/94, 11/03/97 and 03/01/99,
                  respectively.

         The cumulative total returns (not taking sales charges into account)
for the Class A, Class B and Class C shares of Latin American Fund, stated as
aggregate total returns for the periods shown, were:

<TABLE>
<CAPTION>
                                                 ONE      FIVE       TEN      SINCE
                                                 YEAR     YEARS      YEARS   INCEPTION*
                                                -----     -----      -----   ----------
<S>                                             <C>       <C>        <C>     <C>
Latin American Fund Class A .......             60.10%    -5.95%      N/A      57.28%
Latin American Fund Class B .......             59.28%    -8.16%      N/A      23.07%
Latin American Fund Class C .......              N/A        N/A       N/A      80.19%
</TABLE>

*        The inception date for Class A, Class B and Class C shares of Latin
         American Fund are 08/31/91, 04/01/93 and 03/01/99, respectively.


         The aggregate cumulative total returns (taking sales charges into
account) for the Class A, Class B and Class C shares of Latin American Fund,
stated as aggregate total returns for the periods shown, where:

<TABLE>
<CAPTION>
                                                 ONE      FIVE       TEN      SINCE
                                                 YEAR     YEARS      YEARS   INCEPTION*
                                                -----     -----      -----   ----------
<S>                                             <C>      <C>        <C>     <C>
Latin American Fund Class A ........            52.51%   -10.42%     N/A       49.84%
Latin American Fund Class B ........            54.28%   -9.98%      N/A       23.07%
Latin American Fund Class C ........             N/A       N/A       N/A       79.19%
</TABLE>

*        The inception dates for Class A, Class B and Class C shares of Latin
         American Fund are 08/13/91, 04/01/93 and 03/01/99, respectively.


PERFORMANCE INFORMATION

         All advertisements of a Fund will disclose the maximum sales charge
(including deferred sales charges) imposed on purchases of the Fund's shares. If
any advertised performance data does not reflect the maximum sales charge (if
any), such advertisement will disclose that the sales charge has not been
deducted in computing the performance data, and that, if reflected, the maximum
sales charge would reduce the performance quoted. See the Statement of
Additional Information for further details concerning performance comparisons
used in advertisements by the Fund. Further information regarding the Fund's
performance is contained in the Fund's annual report to shareholders, which is
available upon request and without charge.

         A Fund's total return is calculated in accordance with a standardized
formula for computation of annualized total return. Standardized total return
for Class A shares reflects the deduction of the Fund's


                                       76
<PAGE>   298

maximum front-end sales charge at the time of purchase. Standardized total
return for Class B shares reflects the deduction of the maximum applicable
contingent deferred sales charge on a redemption of shares held for the period.

         A Fund's total return shows its overall change in value, including
changes in share price and assuming all the Fund's dividends and capital gain
distributions are reinvested. A cumulative total return reflects the Fund's
performance over a stated period of time. An average annual total return
reflects the hypothetical compounded annual rate of return that would have
produced the same cumulative total return if the Fund's performance had been
constant over the entire period. BECAUSE AVERAGE ANNUAL RETURNS TEND TO EVEN OUT
VARIATIONS IN THE FUND'S RETURN, INVESTORS SHOULD RECOGNIZE THAT SUCH RETURNS
ARE NOT THE SAME AS ACTUAL YEAR-BY-YEAR RESULTS. To illustrate the components of
overall performance, the Fund may separate its cumulative and average annual
returns into income results and capital gains or losses.

         From time to time AIM or its affiliates may waive all or a portion of
their fees and/or assume certain expenses of any Fund. Voluntary fee waivers or
reductions or commitments to assume expenses may be rescinded at any time
without further notice to investors. During periods of voluntary fee waivers or
reductions or commitments to assume expenses, AIM will retain its ability to be
reimbursed for such fee prior to the end of each fiscal year. Contractual fee
waivers or reductions or reimbursement of expenses set forth in the Fee Table in
a Prospectus may not be terminated or amended to the Funds' detriment during the
period stated in the agreement between AIM and the Fund. Fee waivers or
reductions or commitments to reduce expenses will have the effect of increasing
that Fund's yield and total return.

         The performance of each Fund will vary from time to time and past
results are not necessarily indicative of future results. A Fund's performance
is a function of its portfolio management in selecting the type and quality of
portfolio securities and is affected by operating expenses of the Fund and
market conditions. A shareholder's investment in a Fund is not insured or
guaranteed. These factors should be carefully considered by the investor before
making an investment in any Fund.

         Total return and yield figures for the Funds are neither fixed nor
guaranteed, and no Fund's principal is insured. Performance quotations reflect
historical information and should not be considered representative of a Fund's
performance for any period in the future. Performance is a function of a number
of factors which can be expected to fluctuate. The Funds may provide performance
information in reports, sales literature and advertisements. The Funds may also,
from time to time, quote information about the Funds published or aired by
publications or other media entities which contain articles or segments relating
to investment results or other data about one or more of the Funds. Such
publications or media entities may include the following, among others:



                                       77
<PAGE>   299



Advertising Age              Fortune                    New York Times
Barron's                     Global Finance             Pension World
Best's Review                Hartford Courant Inc.      Pensions & Investments
Broker World                 Institutional Investor     Personal Investor
Business Week                Insurance Forum            Financial Services Week
Changing Times               Insurance Week             Philadelphia Inquirer
Christian Science Monitor    Investor's Daily           Smart Money
Consumer Reports             Journal of the American    USA Today
Economist                       Society of CLU & ChFC   U.S. News & World Report
EuroMoney                    Kiplinger Letter           Wall Street Journal
FACS of the Week             Money                      Washington Post
Financial Planning           Mutual Fund Forecaster     CNN
Financial Product News       Mutual Fund Magazine       CNBC
Financial World              Nation's Business          PBS
Forbes

         The Funds and AIM Distributors may from time to time, in
advertisements, sales literature and reports furnished to present or prospective
shareholders, compare each Fund with the following, or compare each Fund's
performance to performance data of similar mutual funds as published in the
following, among others:

<TABLE>
<S>                                               <C>
Bank Rate National Monitor Index                  Moody's Investors Service (publications)
Bear Stearns Foreign Bond Index                   Morgan Stanley Capital International All
Bond Buyer Index                                     Country (AC) World Index
CDA/Wiesenberger Investment Company Services      Morgan Stanley Capital International World
  (data and mutual fund rankings and                 Indices
  comparisons)                                    Morningstar, Inc. (data and mutual fund rankings
CNBC/Financial News Composite Index                  and comparisons)
COFI                                              NASDAQ
Consumer Price Index                              Organization for Economic Cooperation and
Datastream                                           Development (publications)
Donoghue's                                        Salomon Brothers Global Telecommunications
Dow Jones Industrial Average                         Index
EAFE Index                                        Salomon Brothers World Government Bond
First Boston High Yield Index                        Index -Non U.S.
Fitch (publications)                              Salomon Brothers World Government Bond
Ibbotson Associates International Bond Index         Index
International Bank for Reconstruction and         Standard & Poor's (publications)
  Development (publications)                      Standard & Poor's 500 Composite Stock Price
International Finance Corporation Emerging           Index
  Markets Database                                Stangar
International Financial Statistics                Wilshire Associates
Lehman Bond Indices                               World Bank (publications and reports)
Lipper Inc. (data and                             The World Bank Publication of Trends in
  mutual fund rankings and comparisons)              Developing Countries
Micropal, Inc. (data and mutual fund rankings     Worldscope
and comparisons)
</TABLE>

                                       78
<PAGE>   300

         Each Fund may also compare its performance to rates on Certificates of
Deposit and other fixed rate investments such as the following:

         10-year Treasuries
         30-year Treasuries
         30-day Treasury Bills

         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. Advertising for the Funds may from time to time include
discussions of general economic conditions and interest rates. Advertising for
the Funds may also include reference to the use of those Funds as part of an
individual's overall retirement investment program. From time to time, sales
literature and/or advertisements for any of the Funds may disclose (i) the
largest holdings in the Fund's portfolio, (ii) certain selling group members
and/or (iii) certain institutional shareholders.

         From time to time, the Funds' sales literature and/or advertisements
may discuss generic topics pertaining to the mutual fund industry. This
includes, but is not limited to, literature addressing general information about
mutual funds, variable annuities, dollar-cost averaging, stocks, bonds, money
markets, certificates of deposit, retirement, retirement plans, asset
allocation, tax-free investing, college planning, and inflation.

         Although performance data may be useful to prospective investors when
comparing a Fund's performance with other funds and other potential investments,
investors should note that the methods of computing performance of other
potential investments are not necessarily comparable to the methods employed by
a Fund.



                                       79
<PAGE>   301

                                    APPENDIX

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.

         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



                                       80
<PAGE>   302

"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 "A-1" 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."

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



                                       81
<PAGE>   303

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.



                                       82
<PAGE>   304

                              FINANCIAL STATEMENTS










                                       FS

<PAGE>   305

                       REPORT OF INDEPENDENT ACCOUNTANTS

                       To the Shareholders of AIM Developing Markets Fund
                       and Board of Trustees of AIM Investment Funds:

                       In our opinion, the accompanying statement of assets and
                       liabilities, including the schedule of investments, and
                       the related statements of operations and of changes in
                       net assets and the financial highlights present fairly,
                       in all material respects, the financial position of the
                       AIM Developing Markets Fund at October 31, 1999, and the
                       results of its operations, the changes in its net assets
                       and the financial highlights for the periods indicated
                       therein, in conformity with generally accepted accounting
                       principles. These financial statements and financial
                       highlights (hereafter referred to as "financial
                       statements") are the responsibility of the Fund's
                       management; our responsibility is to express an opinion
                       on these financial statements based on our audits. We
                       conducted our audits of these financial statements in
                       accordance with generally accepted auditing standards
                       which require that we plan and perform the audit to
                       obtain reasonable assurance about whether the financial
                       statements are free of material misstatement. An audit
                       includes examining, on a test basis, evidence supporting
                       the amounts and disclosures in the financial statements,
                       assessing the accounting principles used and significant
                       estimates made by management, and evaluating the overall
                       financial statement presentation. We believe that our
                       audits, which included confirmation of securities at
                       October 31, 1999 by correspondence with the custodian and
                       brokers, provide a reasonable basis for the opinion
                       expressed above.

                       /s/ PRICEWATERHOUSECOOPERS LLP
                       PRICEWATERHOUSECOOPERS LLP

                       Boston, Massachusetts
                       December 23, 1999

                                      FS-1
<PAGE>   306
SCHEDULE OF INVESTMENTS

October 31, 1999

<TABLE>
<CAPTION>
                                                     MARKET
                                      SHARES         VALUE
<S>                                <C>            <C>
FOREIGN STOCKS & OTHER EQUITY
INTERESTS-97.49%

ARGENTINA-0.95%

Banco de Galicia y Buenos Aires
  S.A. de C.V.-ADR
  (Banks-Regional)                       62,236   $  1,314,743
- --------------------------------------------------------------
Nortel Inversora S.A.-ADR
  (Telephone)                            43,400        656,425
- --------------------------------------------------------------
                                                     1,971,168
- --------------------------------------------------------------

AUSTRIA-0.26%

Julius Meinl International A.G.
  (Retail-Food Chains)                   44,854        537,951
- --------------------------------------------------------------

BRAZIL-10.14%

Companhia Brasileira de
  Distribuicao Grupo Pao de
  Acucar-Pfd. GDR (Retail-Food
  Chains)                                55,700      1,218,437
- --------------------------------------------------------------
Companhia de Saneamento Basico do
  Estado de Sao Paulo (Water
  Utilities)                         11,791,509        794,356
- --------------------------------------------------------------
Companhia de Tecidos Norte de
  Minas (Textiles-Specialty)          7,836,000        553,980
- --------------------------------------------------------------
Companhia Energetica de Minas
  Gerais-ADR (Electric Companies)       167,280      2,390,883
- --------------------------------------------------------------
Companhia Paranaense de Energia-
  Copel-ADR (Electric Companies)        209,000      1,384,625
- --------------------------------------------------------------
Companhia Vale do Rio Doce-Pfd. A
  (Iron & Steel)                    124,700,000      2,478,029
- --------------------------------------------------------------
Eletropaulo
  Metropolitana-Eletricidade de
  Sao Paulo S.A. (Electric
  Companies)                         31,201,339      1,422,602
- --------------------------------------------------------------
Petroleo Brasileiro
  S.A.-Petrobras-Pfd. (Oil &
  Gas-Exploration & Production)      21,999,978      3,499,484
- --------------------------------------------------------------
Telebras-ADR (Telephone)                 43,853      3,415,052
- --------------------------------------------------------------
Telecomunicacoes de Sao Paulo
  S.A. (Telephone)                   17,750,000      1,228,587
- --------------------------------------------------------------
Telecomunicacoes de Sao Paulo
  S.A.-Pfd. (Telephone)                 335,563         31,545
- --------------------------------------------------------------
Uniao de Bancos Brasileiros
  S.A.-GDR (Banks-Regional)              76,816      1,776,370
- --------------------------------------------------------------
Unibanco-Uniao de Bancos
  Brasileiros S.A. (Banks-Major
  Regional)(a)                       19,000,472        876,144
- --------------------------------------------------------------
                                                    21,070,094
- --------------------------------------------------------------

CHILE-0.99%

Compania Cervecerias Unidas
  S.A.-ADR (Beverages-Alcoholic)         40,000        872,500
- --------------------------------------------------------------
Enersis S.A.-ADR (Electric
  Companies)                             52,596      1,183,410
- --------------------------------------------------------------
                                                     2,055,910
- --------------------------------------------------------------

CHINA-0.96%

Beijing Yanhua Petrochemical Co.
  Ltd. (Chemical Diversified)(b)     11,026,000      1,987,153
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                     MARKET
                                      SHARES         VALUE
<S>                                <C>            <C>
EGYPT-1.11%

Al-Ahram Beverages Co. S.A.E.-GDR
  (Beverages-Alcoholic)                     163   $      4,809
- --------------------------------------------------------------
Al-Ahram Beverages Co. S.A.E.-GDR
  (Beverages-Alcoholic) (Acquired
  06/10/97-08/07/97; Cost
  $838,350)(c)                           37,049      1,092,946
- --------------------------------------------------------------
Suez Cement Co.-GDR (Building
  Materials)                             71,830      1,203,153
- --------------------------------------------------------------
                                                     2,300,908
- --------------------------------------------------------------

GREECE-3.32%

Alpha Credit Bank
  (Banks-Regional)                       20,660      1,579,762
- --------------------------------------------------------------
Commercial Bank of Greece, S.A.
  (Banks-Major Regional)                 20,400      1,516,985
- --------------------------------------------------------------
Hellenic Telecommunication
  Organization S.A.
  (Telecommunication-Cellular/Wireless) 122,988      2,605,761
- --------------------------------------------------------------
National Bank of Greece S.A.
  (Banks-Money Center)                   16,708      1,197,725
- --------------------------------------------------------------
                                                     6,900,233
- --------------------------------------------------------------

HONG KONG-1.22%

China Everbright Ltd. (Land
  Development)                        3,535,500      2,525,975
- --------------------------------------------------------------

HUNGARY-2.77%

Matv Rt.-ADR (Telephone)(b)             110,000      3,169,375
- --------------------------------------------------------------
MOL Magyar Olaj-es Gazipari
  Rt.-GDR (Oil- Domestic
  Integrated)                           128,000      2,540,800
- --------------------------------------------------------------
Pannonplast Rt. (Building
  Materials)(b)                           2,270         36,886
- --------------------------------------------------------------
Technoimpex (Services-Commercial
  & Consumer)(b)                          1,400              0
- --------------------------------------------------------------
                                                     5,747,061
- --------------------------------------------------------------

INDIA-6.21%

Associated Cement Co. Ltd.
  (Construction-
  Cement/Aggregates)                        164            757
- --------------------------------------------------------------
BSES Ltd. (Electric Companies)              200            743
- --------------------------------------------------------------
Hindustan Lever Ltd. (Aluminum)          73,850      3,914,679
- --------------------------------------------------------------
Indian Hotels Co. Ltd.
  (Lodging-Hotels)                           50            423
- --------------------------------------------------------------
ITC Ltd. (Tobacco)                      110,428      1,770,638
- --------------------------------------------------------------
KEC International Ltd. (Electric
  Companies)                                100            141
- --------------------------------------------------------------
Larsen & Toubro Ltd.
  (Manufacturing- Diversified)          150,400      1,379,273
- --------------------------------------------------------------
Larsen & Tourbo Ltd.-GDR
  (Manufacturing- Diversified)           65,900      1,430,030
- --------------------------------------------------------------
Mahanagar Telephone Nigam Ltd.
  (Telephone)                           142,100        561,067
- --------------------------------------------------------------
</TABLE>

                                      FS-2
<PAGE>   307

<TABLE>
<CAPTION>
                                                     MARKET
                                      SHARES         VALUE
<S>                                <C>            <C>
INDIA-(CONTINUED)

Mahindra & Mahindra Ltd.
(Automobiles)(b)                        379,700   $  3,109,499
- --------------------------------------------------------------
Ranbaxy Laboratories Ltd. (Health
  Care- Drugs-Generic & Other)              200          4,008
- --------------------------------------------------------------
State Bank of India (Banks-Major
  Regional)                               4,650         26,565
- --------------------------------------------------------------
Tata Engineering and Locomotive
  Co. Ltd. (Automobiles)                    100            552
- --------------------------------------------------------------
Videsh Sanchar Nigam Ltd.
  (Telecommunications-Cellular/Wireless) 44,600        712,485
- --------------------------------------------------------------
                                                    12,910,860
- --------------------------------------------------------------

INDONESIA-2.87%

PT Indah Kiat Pulp & Paper Corp.
  TbK (Paper & Forest
  Products)(b)                        4,074,000      1,753,217
- --------------------------------------------------------------
PT Lippo Bank Tbk (Banks-Major
  Regional)(b)                      128,519,400      4,218,361
- --------------------------------------------------------------
                                                     5,971,578
- --------------------------------------------------------------

IRELAND-0.28%

Central Asia Growth Fund
  (Investment Management)(b)            331,000        579,250
- --------------------------------------------------------------
ISRAEL-3.60%
Bank Leumi Le-Israel (Banks-Money
  Center)                             1,180,113      2,082,201
- --------------------------------------------------------------
Blue Square Chain Investments and
  Properties Ltd. (Retail-Food
  Chains)                                78,589      1,079,313
- --------------------------------------------------------------
Blue Square-Israel Ltd.-ADR
  (Retail-Food Chains)                   78,100      1,020,181
- --------------------------------------------------------------
Discount Investment Corp.
  (Investment Banking/Brokerage)         40,500      1,544,611
- --------------------------------------------------------------
Internet Gold-Golden Lines
  (Computers-Software &
  Services)(b)                           74,861        561,458
- --------------------------------------------------------------
Jacada Ltd. (Computers-Software &
  Services)(b)                           81,687      1,184,462
- --------------------------------------------------------------
Makhteshim-Agan Industries Ltd.
  (Investment Management)(b)                  1              2
- --------------------------------------------------------------
                                                     7,472,228
- --------------------------------------------------------------

LITHUANIA-0.15%

Vilniaus Bankas A.B.-GDR
  (Banks-Regional)                       54,591        313,898
- --------------------------------------------------------------

MALAYSIA-6.61%

Berjaya Sports Toto Berhad
  (Leisure Time- Products)            1,157,000      2,511,908
- --------------------------------------------------------------
Commerce Asset-Holdings Berhad
  (Finance- Asset Management)(b)      1,393,000      3,079,263
- --------------------------------------------------------------
Public Finance Berhad
  (Banks-Regional)                    1,034,000      1,110,189
- --------------------------------------------------------------
Resorts World Berhad
  (Lodging-Hotels)                      776,000      2,225,895
- --------------------------------------------------------------
RHB Capital Berhad (Banks-Major
  Regional)                             480,000        432,000
- --------------------------------------------------------------
Rothmans of Pall Mall (Malaysia)
  Berhad (Tobacco)(b)                   159,000      1,108,816
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                     MARKET
                                      SHARES         VALUE
<S>                                <C>            <C>
MALAYSIA-(CONTINUED)

Telekom Malaysia Berhad
  (Telephone)                         1,059,000   $  3,260,605
- --------------------------------------------------------------
                                                    13,728,676
- --------------------------------------------------------------

MEXICO-10.51%

Alpha S.A. de C.V.-Class A
  (Manufacturing- Diversified)          121,000        464,368
- --------------------------------------------------------------
Cemex S.A. de C.V.
  (Construction-Cement &
  Aggregates)                           570,392      2,580,557
- --------------------------------------------------------------
Cifra S.A. de C.V.
  (Retail-General Merchandise)(b)     1,156,392      1,818,476
- --------------------------------------------------------------
Consorcio Ara, S.A. de C.V.
  (Homebuilding)(b)                   1,182,600      1,330,809
- --------------------------------------------------------------
Corporacion GEO S.A. de
  C.V.-Series B
  (Construction-Cement &
  Aggregates)(b)                        380,400        965,342
- --------------------------------------------------------------
Fomento Economico Mexicano, S.A.
  de C.V.-ADR
  (Beverages-Alcoholic)                 105,474      3,460,866
- --------------------------------------------------------------
Grupo Bimbo S.A. de C.V.
  (Foods)(b)                            655,700      1,202,969
- --------------------------------------------------------------
Grupo Financiero Bancomer, S.A.
  de C.V.-Class O
  (Banks-Regional)(b)                 5,275,388      1,399,089
- --------------------------------------------------------------
Grupo Televisa S.A.-GDR
  (Entertainment)(b)                     50,699      2,154,708
- --------------------------------------------------------------
Telefonos de Mexico S.A.-ADR
  (Telephone)                            56,062      4,793,301
- --------------------------------------------------------------
Tubos de Acero de Mexico S.A.-ADR
  (Oil & Gas-Drilling &
  Equipment)                            152,088      1,663,463
- --------------------------------------------------------------
                                                    21,833,948
- --------------------------------------------------------------

PAKISTAN-0.00%

Dewan Salman Fibre Ltd.
  (Chemicals-Specialty)(b)                    4              2
- --------------------------------------------------------------
Pakistan State Oil Co. Ltd.
  (Oil-International Integrated)             78            207
- --------------------------------------------------------------
                                                           209
- --------------------------------------------------------------

PHILIPPINES-1.63%

Far East Bank & Trust Co.
  (Banks-Regional)                      531,663        908,202
- --------------------------------------------------------------
Manila Electric Co. (Electric
  Power)                                409,290      1,122,741
- --------------------------------------------------------------
Philippine Long Distance
  Telephone Co.-ADR (Telephone)          66,500      1,367,406
- --------------------------------------------------------------
                                                     3,398,349
- --------------------------------------------------------------

POLAND-1.98%

Bank Handlowy w Warszawie
  (Banks-Major Regional)(b)              70,000        987,084
- --------------------------------------------------------------
Bank Handlowy w Warszawie-GDR
  (Banks-Major Regional)                  2,590         37,057
- --------------------------------------------------------------
BRE Bank S.A. (Banks-Major
  Regional)                              31,295        852,927
- --------------------------------------------------------------
Elektrim Spolka Akcyjna S.A.
  (Electrical Equipment)(b)             117,144      1,013,332
- --------------------------------------------------------------
Telekomunikacja Polska S.A.-GDR
  (Telephone)(b)                        242,000      1,216,050
- --------------------------------------------------------------
                                                     4,106,450
- --------------------------------------------------------------
</TABLE>

                                      FS-3
<PAGE>   308

<TABLE>
<CAPTION>
                                                     MARKET
                                      SHARES         VALUE
<S>                                <C>            <C>
RUSSIA-1.27%

Nizhnekamsknefte Khim (Chemicals-
  Diversified)(b)                       100,000   $     67,000
- --------------------------------------------------------------
Russian Telecommunications
  Development Corp.-Non-Voting
  (Telecommunications-
  Cellular-Wireless)(b)                  52,600              1
- --------------------------------------------------------------
Russian Telecommunications
  Development Corp.-Voting
  (Telecommunications-
  Cellular-Wireless)(b)                  38,400              0
- --------------------------------------------------------------
Surgutneftegaz-ADR
  (Oil-International Integrated)        307,930      2,563,517
- --------------------------------------------------------------
                                                     2,630,518
- --------------------------------------------------------------

SOUTH AFRICA-8.98%

Anglo American Platinum Corp.
  Ltd. (Metals Mining)                  105,000      3,025,641
- --------------------------------------------------------------
Anglo American PLC (Metals
  Mining)                                39,600      2,108,132
- --------------------------------------------------------------
Barlow Ltd.
  (Manufacturing-Diversified)           327,200      1,595,383
- --------------------------------------------------------------
FirstRand Ltd. (Banks-Regional)       1,643,600      1,899,806
- --------------------------------------------------------------
Liberty Life Association of
  Africa Ltd. (Insurance Brokers)       122,624      1,137,903
- --------------------------------------------------------------
Rembrandt Group Ltd. (Investment
  Management)                           294,270      2,201,336
- --------------------------------------------------------------
Sanlam Ltd.
  (Insurance-Life/Health)             1,798,960      2,064,740
- --------------------------------------------------------------
Sappi Ltd. (Paper & Forest
  Products)                             305,000      2,527,391
- --------------------------------------------------------------
South African Breweries PLC
  (Beverages- Alcoholic)                210,538      1,844,028
- --------------------------------------------------------------
Standard Bank Investment Corp.
  Ltd. (Banks-Major Regional)(b)         75,550        258,291
- --------------------------------------------------------------
                                                    18,662,651
- --------------------------------------------------------------

SOUTH KOREA-12.31%

Housing & Commercial Bank-GDR
  (Banks-Major Regional)(b)              37,500        991,039
- --------------------------------------------------------------
Kia Motors Corp. (Automobiles)(b)       180,900      1,809,754
- --------------------------------------------------------------
Kia Motors Corp.-Rts., expiring
  11/09/99 (Automobiles)(b)              30,898         69,549
- --------------------------------------------------------------
Korea Electric Power Corp.-ADR
  (Electric Companies)                  116,847      1,840,340
- --------------------------------------------------------------
Korea Telecom Corp.-ADR
  (Telephone)(b)                         57,450      2,025,113
- --------------------------------------------------------------
Merrill Lynch International & Co.
  KOSPI 200-Wts., expiring
  09/14/00 (Investment Banking)       1,582,230     13,101,814
- --------------------------------------------------------------
Pohang Iron & Steel Co. Ltd.-ADR
  (Iron & Steel)                        123,540      4,123,148
- --------------------------------------------------------------
Shinhan Bank-GDR (Banks-Major
  Regional)(b)                           75,747      1,619,092
- --------------------------------------------------------------
                                                    25,579,849
- --------------------------------------------------------------

TAIWAN-14.79%

ABN AMRO Bank N.V.-EPN, expiring
  04/28/00 (Investment
  Management)(b)(d)                         465      5,184,285
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                     MARKET
                                      SHARES         VALUE
<S>                                <C>            <C>
TAIWAN-(CONTINUED)

ABN AMRO Bank N.V.-EPN, expiring
  09/28/00 (Investment
  Management)(b)(d)                         600   $  5,692,200
- --------------------------------------------------------------
Asian Petro Equity Linke (Oil &
  Gas-Refining & Marketing)(b)              361      2,623,835
- --------------------------------------------------------------
Austek Computer, Inc. (Computers-
  Hardware)(b)                              773         10,924
- --------------------------------------------------------------
Cathay Life Insurance Co., Ltd.
  (Insurance Brokers)                   200,000        517,024
- --------------------------------------------------------------
China Development Industrial Bank
  (Investment Management)(b)            937,438      1,391,971
- --------------------------------------------------------------
China Steel Corp. (Metals Mining)     3,172,000      2,440,000
- --------------------------------------------------------------
Compeq Manufacturing Co., Ltd.
  (Computers-Hardware)                  297,700      1,520,410
- --------------------------------------------------------------
Delta Electronics, Inc.
  (Electronics-Component
  Distributors)                         267,480      1,117,311
- --------------------------------------------------------------
Hon Hai Precision Industry Co.,
  Ltd. (Electronics-Component
  Distributors)(b)                      355,544      2,432,316
- --------------------------------------------------------------
Hon Hai Precision Industry Co.,
  Ltd.-GDR (Electronics-Component
  Distributors)(b)                       46,413        753,051
- --------------------------------------------------------------
Nan Ya Plastic Corp.
  (Chemicals-Specialty)                       1              1
- --------------------------------------------------------------
Taiwan Semiconductor
  Manufacturing Co. Ltd.
  (Electronics-Semiconductors)(b)       300,000      1,333,544
- --------------------------------------------------------------
Taiwan Semiconductor
  Manufacturing Co. Ltd.-ADR
  (Electronics-Semiconductors)           80,000      2,770,000
- --------------------------------------------------------------
United Microelectronics Corp.
  Ltd. (Electronics-Component
  Distributors)(b)                      578,000      1,503,310
- --------------------------------------------------------------
Yang Ming Marine Transport
  (Shipping)(b)                       2,571,000      1,434,637
- --------------------------------------------------------------
                                                    30,724,819
- --------------------------------------------------------------

THAILAND-0.90%

Siam Commercial Bank PLC
  (Banks-Regional)(b)                   303,850        330,571
- --------------------------------------------------------------
Siam Commercial Bank PLC-Pfd.
  (Banks-Regional)(b)                   972,442      1,102,042
- --------------------------------------------------------------
Siam Commercial Bank-Wts.,
  expiring 05/10/02
  (Banks-Regional)(b)                 1,248,542        436,093
- --------------------------------------------------------------
                                                     1,868,706
- --------------------------------------------------------------

TURKEY-3.27%

Haci Omer Sabanci Holding A.S.
  (Investment Management)            71,501,500      2,119,301
- --------------------------------------------------------------
Turkiye Is Bankasi (Isbank)
  (Banks-Money Center)               85,258,247      1,684,700
- --------------------------------------------------------------
Yapi ve Kredi Bankasi A.S.
  (Banks-Money Center)              205,904,400      2,997,963
- --------------------------------------------------------------
                                                     6,801,964
- --------------------------------------------------------------
</TABLE>

                                      FS-4
<PAGE>   309

<TABLE>
<CAPTION>
                                                     MARKET
                                      SHARES         VALUE
<S>                                <C>            <C>
VENEZUELA-0.41%

Cia. Anonima Nacional Telefonos
  de Venezuela-ADR
  (Telecommunications- Long
  Distance)                              32,900   $    849,231
- --------------------------------------------------------------
    Total Foreign Stocks & Other
      Equity Interests (Cost
      $205,590,442)                                202,529,637
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                    PRINCIPAL
                                      AMOUNT
<S>                                <C>            <C>
U.S. DOLLAR DENOMINATED
NON-CONVERTIBLE BONDS &
NOTES-0.00%

SOVEREIGN DEBT-0.00%

Bank of Foreign Economic Affairs
  (Vnesheconombank) (Russia),
  Interest in Arrears Notes,
  5.968%, 12/15/15 (Cost
  $7,777)(e)(f)                    $     45,784          5,322
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                     MARKET
                                      SHARES         VALUE
<S>                                <C>            <C>
MONEY MARKET FUNDS-1.74%

STIC Liquid Assets Portfolio(g)       1,806,852   $  1,806,852
- --------------------------------------------------------------
STIC Prime Portfolio(g)               1,806,852      1,806,852
- --------------------------------------------------------------
    Total Money Market Funds
      (Cost $3,613,704)                              3,613,704
- --------------------------------------------------------------
TOTAL INVESTMENTS-99.23%                           206,148,663
- --------------------------------------------------------------
OTHER ASSETS LESS
  LIABILITIES-0.77%                                  1,599,357
- --------------------------------------------------------------
NET ASSETS-100.00%                                $207,748,020
==============================================================
</TABLE>

Investment Abbreviations:

ADR   - American Depositary Receipt
EPN   - Equity Participation Notes
GDR   - Global Depositary Receipt
Pfd.  - Preferred
Rts.  - Rights
Wts.  - Warrants

Notes to Schedule of Investments:

(a) Each unit represents one preferred share of Unibanco and one preferred "B"
    share of Unibanco Holdings.
(b) Non-income producing security.
(c) Restricted security. May be resold to qualified institutional buyers in
    accordance with the provisions of Rule 144A under the Securities Act of
    1933, as amended. The valuation of these securities has been determined in
    accordance with procedures established by the Board of Trustees. The
    aggregate market value of these securities at 10/31/99 was $1,092,945 which
    represented 0.53% of the Fund's net assets.
(d) Equity participation notes on basket of Taiwan stocks.
(e) The coupon rate shown in floating rate note represents the rate at period
    end.
(f) Defaulted security. Currently, the issuer is in default with respect to
    interest payments.
(g) The security shares the same investment advisor as the Fund.

See Notes to Financial Statements.

                                      FS-5
<PAGE>   310

STATEMENT OF ASSETS AND LIABILITIES

October 31, 1999

<TABLE>
<S>                                             <C>
ASSETS:

Investments, at value (cost $209,211,923)       $206,148,663
- ------------------------------------------------------------
Foreign currencies, at value (cost $2,528,014)     2,503,509
- ------------------------------------------------------------
Receivables for:
  Investments sold                                   570,570
- ------------------------------------------------------------
  Fund shares sold                                   699,871
- ------------------------------------------------------------
  Dividends and interest                             799,063
- ------------------------------------------------------------
    Total assets                                 210,721,676
- ------------------------------------------------------------

LIABILITIES:

Payables for:
  Investments purchased                            1,384,045
- ------------------------------------------------------------
  Fund shares reacquired                             946,210
- ------------------------------------------------------------
Amount due to custodian bank                           3,446
- ------------------------------------------------------------
Accrued advisory fees                                173,001
- ------------------------------------------------------------
Accrued distribution fees                            135,524
- ------------------------------------------------------------
Accrued accounting services fees                       4,201
- ------------------------------------------------------------
Accrued transfer agent fees                          127,021
- ------------------------------------------------------------
Accrued trustees' fees                                 4,882
- ------------------------------------------------------------
Accrued operating expenses                           195,326
- ------------------------------------------------------------
    Total liabilities                              2,973,656
- ------------------------------------------------------------
Net assets applicable to shares outstanding     $207,748,020
============================================================

NET ASSETS:

Class A                                         $157,197,964
============================================================
Class B                                         $ 49,723,202
============================================================
Class C                                         $    411,826
============================================================
Advisor Class                                   $    415,028
============================================================

SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE:

Class A                                           15,944,507
============================================================
Class B                                            5,079,702
============================================================
Class C                                               42,079
============================================================
Advisor Class                                         42,020
============================================================
Class A:
  Net asset value and redemption price per
    share                                       $       9.86
- ------------------------------------------------------------
  Offering price per share:
    (Net asset value of $9.86 divided by
      95.25%)                                   $      10.35
============================================================
Class B:
  Net asset value and offering price per share  $       9.79
============================================================
Class C:
  Net asset value and offering price per share  $       9.79
============================================================
Advisor Class:
  Net asset value, redemption and offering
    price per share                             $       9.88
============================================================
</TABLE>

STATEMENT OF OPERATIONS

For the year ended October 31, 1999

<TABLE>
<S>                                              <C>
INVESTMENT INCOME:

Dividends (net of $294,405 foreign withholding
  tax)                                           $ 3,536,471
- ------------------------------------------------------------
Interest                                             452,845
- ------------------------------------------------------------
Securities lending                                   141,802
- ------------------------------------------------------------
    Total investment income                        4,131,118
- ------------------------------------------------------------

EXPENSES:

Advisory and administrative fees                   1,560,741
- ------------------------------------------------------------
Accounting services fees                              42,462
- ------------------------------------------------------------
Custodian fees                                       152,242
- ------------------------------------------------------------
Distribution fees -- Class A                         439,522
- ------------------------------------------------------------
Distribution fees -- Class B                         357,273
- ------------------------------------------------------------
Distribution fees -- Class C                           1,425
- ------------------------------------------------------------
Transfer agent fees -- Class A                       654,830
- ------------------------------------------------------------
Transfer agent fees -- Class B                       189,040
- ------------------------------------------------------------
Transfer agent fees -- Class C                           754
- ------------------------------------------------------------
Transfer agent fees -- Advisor Class                   2,367
- ------------------------------------------------------------
Interest (Note 4)                                     18,797
- ------------------------------------------------------------
Printing fees                                        335,170
- ------------------------------------------------------------
Other                                                265,876
- ------------------------------------------------------------
    Total expenses                                 4,020,499
- ------------------------------------------------------------
Less: Expenses paid indirectly                        (9,544)
- ------------------------------------------------------------
    Fees waived by advisor                          (747,433)
- ------------------------------------------------------------
    Net expenses                                   3,263,522
- ------------------------------------------------------------
Net investment income                                867,596
- ------------------------------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES AND FOREIGN CURRENCIES

Net realized gain (loss) from:
  Investment securities                            3,287,085
- ------------------------------------------------------------
  Foreign currencies                                (466,771)
- ------------------------------------------------------------
                                                   2,820,314
- ------------------------------------------------------------
Change in net unrealized appreciation
  (depreciation) of:
  Investment securities                           23,953,037
- ------------------------------------------------------------
  Foreign currencies                                 (65,862)
- ------------------------------------------------------------
                                                  23,887,175
- ------------------------------------------------------------
  Net gain from investment securities and
    foreign currencies                            26,707,489
- ------------------------------------------------------------
Net increase in net assets resulting from
  operations                                     $27,575,085
============================================================
</TABLE>

See Notes to Financial Statements.

                                      FS-6
<PAGE>   311

STATEMENTS OF CHANGES IN NET ASSETS

For the years ended October 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                  1999             1998
                                                              -------------    -------------
<S>                                                           <C>              <C>
OPERATIONS:

  Net investment income                                       $     867,596    $   6,869,096
- --------------------------------------------------------------------------------------------
  Net realized gain (loss) from investment securities and
    foreign currencies                                            2,820,314      (83,359,123)
- --------------------------------------------------------------------------------------------
  Change in net unrealized appreciation of investment
    securities and foreign currencies                            23,887,175       13,741,429
- --------------------------------------------------------------------------------------------
    Net increase (decrease) in net assets resulting from
      operations                                                 27,575,085      (62,748,598)
- --------------------------------------------------------------------------------------------

DISTRIBUTIONS TO SHAREHOLDERS FROM NET INVESTMENT INCOME:

  Class A                                                        (1,347,785)     (11,841,080)
- --------------------------------------------------------------------------------------------
  Class B                                                            (1,895)          (1,499)
- --------------------------------------------------------------------------------------------
  Advisor Class                                                        (510)             (46)
- --------------------------------------------------------------------------------------------

SHARE TRANSACTIONS-NET:

  Class A                                                        46,116,184     (295,354,688)
- --------------------------------------------------------------------------------------------
  Class B                                                        46,956,910          226,865
- --------------------------------------------------------------------------------------------
  Class C                                                           409,272               --
- --------------------------------------------------------------------------------------------
  Advisor Class                                                     340,305           40,312
- --------------------------------------------------------------------------------------------
    Net increase (decrease) in net assets                       120,047,566     (369,678,734)
- --------------------------------------------------------------------------------------------

NET ASSETS:

  Beginning of period                                            87,700,454      457,379,188
- --------------------------------------------------------------------------------------------
  End of period                                               $ 207,748,020    $  87,700,454
============================================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                               $ 462,286,688    $ 250,014,000
- --------------------------------------------------------------------------------------------
  Undistributed net investment income                               601,051        1,105,906
- --------------------------------------------------------------------------------------------
  Undistributed net realized gain (loss) from investment
    securities and foreign currencies                          (252,000,704)    (136,393,263)
- --------------------------------------------------------------------------------------------
  Unrealized appreciation (depreciation) of investment
    securities and foreign currencies                            (3,139,015)     (27,026,189)
- --------------------------------------------------------------------------------------------
                                                              $ 207,748,020    $  87,700,454
============================================================================================
</TABLE>

NOTES TO FINANCIAL STATEMENTS

October 31, 1999
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Developing Markets Fund (the "Fund") is a separate series of AIM Investment
Funds (the "Trust"). The Trust is organized as a Delaware business trust and is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end series management investment company consisting of twelve
separate series portfolios, each having an unlimited number of shares of
beneficial interest. The Fund consists of four different classes of shares:
Class A shares, Class B shares, Class C shares and Advisor Class shares. Class A
shares are sold with a front-end sales charge. Class B shares and Class C shares
are sold with a contingent deferred sales charge. Advisor Class shares were sold
without a sales charge. Matters affecting each portfolio or class will be voted
on exclusively by the shareholders of such portfolio or class. The assets,
liabilities and operations of each portfolio are accounted for separately.
Information presented in these financial statements pertains only to the Fund.
  The Fund's investment objective is long-term growth of capital and its
secondary objective is income, to the extent consistent with seeking growth of
capital.
  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. The
following is a summary of the significant accounting policies followed by the
Fund in the preparation of its financial statements.

A. Security Valuations--A security listed or traded on an exchange (except
   convertible bonds) is valued at its last sales price on the exchange where
   the security is principally traded, or lacking any sales on a particular day,
   the security is valued at the closing bid price on that day. Each security
   reported on the NASDAQ National Market System is valued at the last sales
   price on the valuation date or absent a last sales price, at the closing bid
   price. Debt obligations (including convertible bonds) are valued on the basis
   of prices provided by an independent pricing service. Prices provided by the
   pricing service may be determined without exclusive reliance on

                                      FS-7
<PAGE>   312

   quoted prices, and may reflect appropriate factors such as yield, type of
   issue, coupon rate and maturity date. Securities for which market prices are
   not provided by any of the above methods are valued based upon quotes
   furnished by independent sources and are valued at the last bid price in the
   case of equity securities and in the case of debt obligations, the mean
   between the last bid and asked prices. Securities for which market quotations
   are not readily available or are questionable are valued at fair value as
   determined in good faith by or under the supervision of the Trust's officers
   in a manner specifically authorized by the Board of Trustees. Short-term
   obligations having 60 days or less to maturity are valued at amortized cost
   which approximates market value. For purposes of determining net asset value
   per share, futures and options contracts generally will be valued 15 minutes
   after the close of trading of the New York Stock Exchange ("NYSE").
     Generally, trading in foreign securities is substantially completed each
   day at various times prior to the close of the NYSE. The values of such
   securities used in computing the net asset value of the Fund's shares are
   determined as of such times. Foreign currency exchange rates are also
   generally determined prior to the close of the NYSE. Occasionally, events
   affecting the values of such securities and such exchange rates may occur
   between the times at which they are determined and the close of the NYSE
   which would not be reflected in the computation of the Fund's net asset
   value. If events materially affecting the value of such securities occur
   during such period, then these securities will be valued at their fair value
   as determined in good faith by or under the supervision of the Board of
   Trustees.
B. Securities Transactions, Investment Income and Distributions--Securities
   transactions are accounted for on a trade date basis. Realized gains or
   losses on sales are computed on the basis of specific identification of the
   securities sold. Interest income is recorded as earned from settlement date
   and is recorded on the accrual basis. Dividend income is recorded on the
   ex-dividend date. The Fund may elect to use a portion of the proceeds of fund
   share redemptions as distributions for Federal income tax purposes.
   Distributions from income and net realized capital gains, if any, are
   generally paid annually and recorded on ex-dividend date.
     On October 31, 1999, undistributed net investment income was decreased by
   $22,262, undistributed net realized losses increased by $118,427,755 and
   paid-in capital increased by $118,450,017 in order to comply with the
   requirements of the American Institute of Certified Public Accountants
   Statement of Position 93-2. Net assets of the Fund were unaffected by the
   reclassification discussed above.
C. Federal Income Taxes--The Fund intends to comply with the requirements of
   the Internal Revenue Code necessary to qualify as a regulated investment
   company and, as such, will not be subject to federal income taxes on
   otherwise taxable income (including net realized capital gains) which is
   distributed to shareholders. Therefore, no provision for federal income taxes
   is recorded in the financial statements. The Fund has a capital loss
   carryforward of $251,405,753 as of October 31, 1999 which may be carried
   forward to offset future taxable gains, if any, and expires in varying
   increments, if not previously utilized, in the year 2007.
D. Foreign Currency Translations--Portfolio securities and other assets and
   liabilities denominated in foreign currencies are translated into U.S. dollar
   amounts at date of valuation. Purchases and sales of portfolio securities and
   income items denominated in foreign currencies are translated into U.S.
   dollar amounts on the respective dates of such transactions. The Fund does
   not separately account for that portion of the results of operations
   resulting from changes in foreign exchange rates on investments and the
   fluctuations arising from changes in market prices of securities held. Such
   fluctuations are included with the net realized and unrealized gain or loss
   from investments.
E. Foreign Currency Contracts--A foreign currency contract is an obligation to
   purchase or sell a specific currency for an agreed-upon price at a future
   date. The Fund may enter into a foreign currency contract to attempt to
   minimize the risk to the Fund from adverse changes in the relationship
   between currencies. The Fund may also enter into a foreign currency contract
   for the purchase or sale of a security denominated in a foreign currency in
   order to "lock in" the U.S. dollar price of that security. The Fund could be
   exposed to risk if counterparties to the contracts are unable to meet the
   terms of their contracts or if the value of the foreign currency changes
   unfavorably.
F. Expenses--Distribution expenses directly attributable to a class of shares
   are charged to that class' operations. All other expenses which are
   attributable to more than one class are allocated among the classes.
G. 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
   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 fluctuations, perceived credit risk,
   adverse political and economic developments and possible adverse foreign
   government intervention.
H. 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.

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

A I M Advisors, Inc. ("AIM") is the Fund's investment manager and administrator.
INVESCO Asset Management Limited is the Fund's sub-advisor and
sub-administrator. The Fund pays AIM investment management and administration
fees at an annual rate of 0.975% on the first $500 million of the Fund's average
daily net assets, plus 0.95% on the next $500 million of the Fund's average
daily net assets, plus 0.925% on the next $500 million of the Fund's average
daily net assets, plus 0.90% on the Fund's average daily net assets exceeding
$1.5 billion. AIM has contractually agreed 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%, 2.50% and 1.50% of the average daily
net assets of the Fund's Class A, Class B, Class C and Advisor Class shares,
respectively. During the year ended October 31, 1999, the AIM waived fees of
$747,433.

                                      FS-8
<PAGE>   313

  Effective July 1, 1999, the Trust entered into a master administrative
services agreement with AIM, replacing the prior pricing and accounting
agreement. The Fund, pursuant to the master administrative services agreement
with AIM, has agreed to pay AIM for certain administrative costs incurred in
providing accounting services to the Fund. Prior to July 1, 1999, AIM was the
pricing and accounting agent for the Fund. The monthly fee for these services
paid to AIM was a percentage, not to exceed 0.03% annually, of a Fund's average
daily net assets. The annual fee rate was derived based on the aggregate net
assets of the funds which comprised the following investment companies: AIM
Growth Series, AIM Investment Funds, AIM Series Trust, G.T. Global Variable
Investment Series and G.T. Global Variable Investment Trust. The fee was
calculated at the rate of 0.03% of the first $5 billion of assets and 0.02% to
the assets in excess of $5 billion. An amount is allocated to and paid by each
such fund based on its relative average daily net assets. For the year ended
October 31, 1999, AIM was paid $42,462 for such services.
  The Fund, pursuant to a transfer agency and service agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and
shareholder services to the Fund. For the year ended October 31, 1999, AFS was
paid $686,201 for such services.
  The Trust has entered into master distribution agreements with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A, Class B, Class C and Advisor Class shares of the Fund. The Trust has
adopted a plan pursuant to Rule 12b-1 under the 1940 Act with respect to the
Fund's Class A shares, Class B shares and Class C shares (collectively the
"Plans"). The Fund , pursuant to the Plans, pays AIM Distributors compensation
at the annual rate of 0.50% of the Fund's average daily net assets of Class A
shares and 1.00% of the average daily net assets of Class B and C shares. Of
these amounts, the Fund may pay a service fee of 0.25% of the average daily net
assets of the Class A, Class B or Class C shares to selected dealers and
financial institutions who furnish continuing personal shareholder services to
their customers who purchase and own the appropriate class of shares of the
Fund. Any amounts not paid as a service fee under the Plans would constitute an
asset-based sales charge. The Plans also impose a cap on the total sales
charges, including asset-based sales charges that may be paid by the respective
classes. For the year ended October 31, 1999, the Class A, Class B and Class C
shares paid AIM Distributors $439,522, $357,273 and $1,425, respectively, as
compensation under the Plans.
  AIM Distributors received commissions of $16,209 from sales of the Class A
shares of the Fund during the year ended October 31, 1999. Such commissions are
not an expense of the Fund. They are deducted from, and are not included in, the
proceeds from sales of Class A shares. During the year ended October 31, 1999,
AIM Distributors received $6,877 in contingent deferred sales charges imposed on
redemptions of Fund shares. Certain officers and trustees of the Trust are
officers and directors of AIM, AFS and AIM Distributors.

NOTE 3-INDIRECT EXPENSES

During the year ended October 31, 1999, the Fund received reductions in
custodian fees of $9,544 under expense offset arrangements. The effect of the
above arrangements resulted in a reduction of the Fund's total expenses of
$9,544 during the year ended October 31, 1999.

NOTE 4-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a
syndicate administered by The Chase Manhattan Bank. The Fund may borrow up to
the lesser of (i) $1,000,000,000 or (ii) the limits set by its prospectus for
borrowings. The Fund and other funds advised by AIM which are parties to the
line of credit may borrow on a first come, first served basis. The funds which
are party to the line of credit are charged a commitment fee of 0.09% on the
unused balance of the committed line. The commitment fee is allocated among the
funds based on their respective average net assets for the period. Prior to May
28, 1999, the Fund, along with certain other funds advised and/or administered
by AIM, had a line of credit with BankBoston and State Street Bank & Trust
Company. The arrangements with the banks allowed the Fund and certain other
funds to borrow, on a first come, first served basis, an aggregate maximum
amount of $250,000,000.
  During the year ended October 31, 1999, the average outstanding daily balance
of bank loans for the Fund was $337,903 with a weighted average interest rate of
5.33%. Interest expense for the Fund for the year ended October 31, 1999 was
$18,797.

NOTE 5-PORTFOLIO SECURITIES LOANED

At October 31, 1999, securities with an aggregate value of $17,226,481 were on
loan to brokers. The loans were secured by cash collateral of $17,571,010
received by the Fund. For the year ended October 31, 1999, the Fund received
fees of $141,802 for securities lending.
  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 the loan. The cash collateral is
invested in a securities lending trust which consists of a portfolio of high
quality short duration securities whose average effective duration is restricted
to 120 days or less.

NOTE 6-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities)
purchased and sold by the Fund during the year ended October 31, 1999 was
$280,768,924 and $191,097,959, respectively.
  The amount of unrealized appreciation (depreciation) of investment securities,
for tax purposes, as of October 31, 1999 is as follows:

<TABLE>
<S>                                          <C>
Aggregate unrealized appreciation of
investment securities                        $ 26,747,536
- ---------------------------------------------------------
Aggregate unrealized (depreciation) of
  investment securities                       (37,735,639)
- ---------------------------------------------------------
Net unrealized depreciation of investment
  securities                                 $(10,988,103)
=========================================================
Cost of investments for tax purposes is $217,136,766.
</TABLE>

                                      FS-9
<PAGE>   314

NOTE 7-SHARE INFORMATION

Changes in shares outstanding during the years ended October 31, 1999 and 1998
were as follows:

<TABLE>
<CAPTION>
                                                                        1999                         1998
                                                              -------------------------   ---------------------------
                                                                SHARES        AMOUNT        SHARES         AMOUNT
                                                              ----------   ------------   -----------   -------------
<S>                                                           <C>          <C>            <C>           <C>
Sold:
  Class A                                                      3,932,389   $ 45,584,475       486,628   $   5,011,027
- ---------------------------------------------------------------------------------------------------------------------
  Class B                                                        911,202     18,260,670        30,654         314,666
- ---------------------------------------------------------------------------------------------------------------------
  Class C*                                                        68,223        667,879            --              --
- ---------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                   67,714        758,300         4,782          49,262
- ---------------------------------------------------------------------------------------------------------------------
Issued in connection with acquisition:**
  Class A                                                      9,961,789     87,235,238            --              --
- ---------------------------------------------------------------------------------------------------------------------
  Class B                                                      5,660,631     42,680,510            --              --
- ---------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                   64,652        488,221            --              --
- ---------------------------------------------------------------------------------------------------------------------
Issued as reinvestment of dividends:
  Class A                                                        125,865        932,660       676,257       8,203,222
- ---------------------------------------------------------------------------------------------------------------------
  Class B                                                            255          1,881           124           1,499
- ---------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                       69            510             4              46
- ---------------------------------------------------------------------------------------------------------------------
Reacquired:
  Class A                                                     (9,691,690)   (87,636,190)+ (25,963,398)   (308,568,937)
- ---------------------------------------------------------------------------------------------------------------------
  Class B                                                     (1,512,951)   (13,986,150)      (10,213)        (89,300)
- ---------------------------------------------------------------------------------------------------------------------
  Class C*                                                       (26,144)      (258,606)           --              --
- ---------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                  (94,292)      (906,727)         (909)         (8,996)
- ---------------------------------------------------------------------------------------------------------------------
                                                               9,467,712   $ 93,822,671   (24,776,071)  $(295,087,511)
=====================================================================================================================
</TABLE>

*  Class C shares commenced sales on March 1, 1999.

** AIM Emerging Markets Fund ("Emerging Markets Fund") and AIM Eastern Europe
Fund ("Eastern Europe Fund") transferred all of their assets to the Fund on
February 12, 1999 and September 10, 1999, respectively, pursuant to a plan of
reorganization and termination. The Fund assumed all of the liabilities of the
Emerging Markets Fund and the Eastern Europe Fund. Shareholders of the Emerging
Markets Fund and Eastern Europe Fund were issued full and fractional shares of
the applicable class of the Fund. The acquisitions, which were approved by the
shareholders of Emerging Markets Fund and Eastern Europe Fund on February 10,
1999 and August 25, 1999, respectively, were accomplished by an exchange of
10,912,463 shares of the Fund for the 11,087,719 shares then outstanding of the
Emerging Markets Fund and 4,774,609 shares of the Fund for the 5,864,782 shares
then outstanding of the Eastern Europe Fund. Based on the opinion of the Fund
counsel, the reorganization qualified as a tax-free reorganization for federal
income tax purposes with no gain or loss recognized to the Fund or its
shareholders. Emerging Markets Fund's and Eastern Europe Fund's net assets,
including ($18,098,264) and ($1,068,554), respectively, of unrealized
depreciation were combined with the Fund for total net assets after the
acquisition of $159,666,366 and $238,151,276, respectively.

+  This amount includes $370,669 of redemption fees associated with merger of
Eastern Europe.

                                     FS-10
<PAGE>   315

NOTE 8-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          YEAR          TEN MONTHS        YEAR ENDED
                                                 ENDED         ENDED            ENDED          DECEMBER 31,         JANUARY 11, 1994
                                               OCTOBER 31,   OCTOBER 31,      OCTOBER 31,   -------------------      TO DECEMBER 31,
                                                1999(a)        1998(a)         1997(b)        1996       1995             1994
                                               ---------     ----------      -----------    --------   --------     ----------------
<S>                                            <C>           <C>            <C>            <C>        <C>          <C>
Net asset value, beginning of period               7.53      $   12.56       $    13.84     $   11.60     $   12.44     $  15.00
- ---------------------------------------------  --------      ---------       ----------     ---------     ---------     --------
Income from investment operations:
  Net investment income                            0.06           0.39(c)(d)       0.25          0.53          0.72         0.35
- ---------------------------------------------  --------      ---------       ----------     ---------     ---------     --------
  Net realized and unrealized gain (loss) on
    investments                                    2.36          (5.10)           (1.53)         2.19         (0.84)       (2.46)
- ---------------------------------------------  --------      ---------       ----------     ---------     ---------     --------
    Net increase (decrease) from investment
      operations                                   2.42          (4.71)           (1.28)         2.72         (0.12)       (2.11)
- ---------------------------------------------  --------      ---------       ----------     ---------     ---------     --------
  Redemption fees retained                         0.03           0.28               --            --            --           --
- ---------------------------------------------  --------      ---------       ----------     ---------     ---------     --------
Distributions to shareholders:
  From net investment income                      (0.12)         (0.60)              --         (0.48)        (0.72)       (0.35)
- ---------------------------------------------  --------      ---------       ----------     ---------     ---------     --------
  From net realized gain on investments              --             --               --            --            --        (0.10)
- ---------------------------------------------  --------      ---------       ----------     ---------     ---------     --------
    Total distributions                           (0.12)         (0.60)              --         (0.48)        (0.72)       (0.45)
- ---------------------------------------------  --------      ---------       ----------     ---------     ---------     --------
Net asset value, end of period                      9.86     $    7.53       $    12.56     $   13.84     $   11.60     $  12.44
=============================================  ========      =========       ==========     =========     =========     ========
Total return(e)                                   33.11%        (37.09)%          (9.25)%       23.59%        (0.95)%     (14.07)%
=============================================  ========      =========       ==========     =========     =========     ========
Ratios and supplemental data:
Net assets, end of period (in 000's)            157,198      $  87,517       $  457,379     $ 504,012     $ 422,348   $  452,872
=============================================  ========      =========       ==========     =========     =========     ========
Ratio of net investment income to average net
  assets:
  With fee waivers                                 0.68%(f)       3.84             2.03%(g)      4.07%         6.33%        2.75%(g)
=============================================  ========      =========       ==========     =========     =========     ========
  Without fee waivers                              0.21%(f)       3.43%            1.95%(g)      4.04%         6.30%        2.75%(g)
=============================================  ========      =========       ==========     =========     =========     ========
Ratio of expenses to average net assets
  excluding interest expense:
  With fee waivers                                 1.90%(f)       1.73%            1.75%(g)      1.82%         1.77%        2.01%(g)
=============================================  ========      =========       ==========     =========     =========     ========
  Without fee waivers                              2.37%(f)       2.14%            1.83%(g)      1.85%         1.80%        2.01%(g)
=============================================  ========      =========       ==========     =========     =========     ========
Ratio of interest expense to average net
  assets (Note 5)                                  0.01%          0.20%          N/A           N/A           N/A          N/A
=============================================  ========      =========       ==========     =========     =========     ========
Portfolio turnover rate                             125%           111%             184%(g)       138%           75%          56%(g)
=============================================  ========      =========       ==========     =========     =========     ========
</TABLE>

(a)  These selected per share data were calculated based upon the average shares
     outstanding during the period.
(b)  Prior to November 1, 1997 the Fund was known as G.T. Developing Markets
     Fund, Inc. All capital shares issued and outstanding on October 31, 1997
     were reclassified as Class A shares.
(c)  Before reimbursement the net investment income per share would have been
     reduced by $0.04.
(d)  Net investment income per share reflects an interest payment received from
     the conversion of Vnesheconombank loan agreements of $0.14 per share.
(e)  Total return does not include sales charges and is not annualized for
     periods less than one year.
(f)  Ratios are based on average net assets of $123,758,642.
(g)  Annualized.

                                     FS-11
<PAGE>   316

NOTE 8-FINANCIAL HIGHLIGHTS (CONTINUED)

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               CLASS C        ADVISOR CLASS
                                                             -----------------------     -------------- --------------------
                                                                YEAR         YEAR           MARCH 1,        YEAR ENDED
                                                                ENDED        ENDED            1999          OCTOBER 31,
                                                             OCTOBER 31,  OCTOBER 31,    TO OCTOBER 31, --------------------
                                                               1999(a)      1998(a)         1999(a)     1999(a)      1998(a)
                                                               -------      -------         -------     -------      -------
<S>                                                          <C>            <C>            <C>               <C>          <C>
Net asset value, beginning of period                           $  7.49      $ 12.56         $  7.47     $  7.55      $ 12.56
- ----------------------------------------------------------     -------      -------         -------     -------      -------
Income from investment operations:
  Net investment income (loss)                                    0.01         0.31(b)(c)         --       0.10         0.40(b)(c)
- ----------------------------------------------------------     -------      -------         -------     -------      -------
  Net realized and unrealized gain (loss) on investments          2.37        (5.07)           2.32        2.39        (5.09)
- ----------------------------------------------------------     -------      -------         -------     -------      -------
    Net increase (decrease) from investment operations            2.38        (4.76)           2.32        2.49        (4.69)
- ----------------------------------------------------------     -------      -------         -------     -------      -------
  Redemption fees retained                                          --         0.28              --          --         0.28
- ----------------------------------------------------------     -------      -------         -------     -------      -------
Distributions to shareholders:
  From net investment income                                     (0.08)       (0.59)             --       (0.16)       (0.60)
- ----------------------------------------------------------     -------      -------         -------     -------      -------
Net asset value, end of period                                 $  9.79      $  7.49         $  9.79     $  9.88      $  7.55
==========================================================     =======      =======         =======     =======      =======
Total return (based on net asset value)(d)                       32.14%      (39.76)%         31.06%      33.62%      (42.63)%
==========================================================     =======      =======         =======     =======      =======
Ratios and supplemental data:
Net assets, end of period (in 000's)                           $49,723      $   154         $   412     $   415      $    29
==========================================================     =======      =======         =======     =======      =======
Ratio of net investment income (loss) to average net
  assets:
  With fee waivers                                                0.08%(e)     3.09%           0.08%(f)    1.07%(e)     4.09%
==========================================================     =======      =======         =======     =======      =======
  Without fee waivers                                            (0.39)%(e)    2.68%          (0.39)%(f)   0.60%(e)     3.68%
==========================================================     =======      =======         =======     =======      =======
Ratio of expenses to average net assets excluding interest
  expense:
  With fee waivers                                                2.50%(e)     2.48%           2.50%(f)    1.51%(e)     1.48%
==========================================================     =======      =======         =======     =======      =======
  Without fee waivers                                             2.97%(e)     2.89%           2.97%(f)    1.98%(e)     1.89%
==========================================================     =======      =======         =======     =======      =======
Ratio of interest expense to average net assets (Note 5)          0.01%        0.20%           0.01%       0.01%        0.20%
==========================================================     =======      =======         =======     =======      =======
Portfolio turnover rate                                            125%         111%            125%        125%         111%
==========================================================     =======      =======         =======     =======      =======
</TABLE>

(a)  These selected per share data were calculated based upon the average shares
     outstanding during the period.
(b)  Before reimbursement the net investment income per share would have been
     reduced by $0.04.
(c)  Net investment income per share reflects an interest payment received from
     the conversion of Vnesheconombank loan agreements of $0.14 per share.
(d)  Total return does not include sales charges and is not annualized for
     periods less than one year.
(e)  Ratios are based on average net assets of $35,727,260 and $447,433 for
     Class B and Advisor Class, respectively.
(f)  Ratios are annualized and based on average net assets of $208,934.

NOTE 9-SUBSEQUENT EVENT

On November 3, 1999, the Board of Trustees approved the conversion of Advisor
Class Shares into Class A Shares. The proposed effective date of this conversion
is February 11, 2000.

                                     FS-12
<PAGE>   317

                       REPORT OF INDEPENDENT ACCOUNTANTS

                       To the Shareholders of AIM Latin American Growth Fund
                       and Board of Trustees of AIM Investment Funds:

                       In our opinion, the accompanying statement of assets and
                       liabilities, including the schedule of investments, and
                       the related statements of operations and of changes in
                       net assets and the financial highlights present fairly,
                       in all material respects, the financial position of the
                       AIM Latin American Growth Fund at October 31, 1999, and
                       the results of its operations, the changes in its net
                       assets and the financial highlights for the periods
                       indicated, in conformity with generally accepted
                       accounting principles. These financial statements and
                       financial highlights (hereafter referred to as "financial
                       statements") are the responsibility of the Fund's
                       management; our responsibility is to express an opinion
                       on these financial statements based on our audits. We
                       conducted our audits of these financial statements in
                       accordance with generally accepted auditing standards
                       which require that we plan and perform the audit to
                       obtain reasonable assurance about whether the financial
                       statements are free of material misstatement. An audit
                       includes examining, on a test basis, evidence supporting
                       the amounts and disclosures in the financial statements,
                       assessing the accounting principles used and significant
                       estimates made by management, and evaluating the overall
                       financial statement presentation. We believe that our
                       audits, which included confirmation of securities at
                       October 31, 1999 by correspondence with the custodian and
                       brokers, provide a reasonable basis for the opinion
                       expressed above.

                       /s/ PRICEWATERHOUSECOOPERS LLP
                       PRICEWATERHOUSECOOPERS LLP

                       Boston, Massachusetts
                       December 23, 1999

                                     FS-13
<PAGE>   318

SCHEDULE OF INVESTMENTS

October 31, 1999

<TABLE>
<CAPTION>
                                                     MARKET
                                       SHARES         VALUE
<S>                                  <C>           <C>
FOREIGN STOCKS & OTHER EQUITY
  INTERESTS-97.58%

ARGENTINA-11.90%

Acindar Industria Argentina de
  Aceros S.A.-Series B (Iron &
  Steel)(a)                              400,000   $   640,301
- --------------------------------------------------------------
Banco de Galicia y Buenos Aires
  S.A. de C.V.-ADR (Banks-Regional)       46,118       974,243
- --------------------------------------------------------------
Banco Hipotecario S.A.-Wts.
  (Banks-Regional), expiring
  02/02/04(b)                                617       339,350
- --------------------------------------------------------------
Banco Rio de La Plata S.A.-ADR
  (Banks-Major Regional)                 100,233     1,290,500
- --------------------------------------------------------------
Fivenez Banco Hipotecario
  (Banks-Regional)                       122,243     1,388,143
- --------------------------------------------------------------
IRSA Inversiones y Representaciones
  S.A.-GDR (Land Development)             35,157     1,061,302
- --------------------------------------------------------------
Juan Minetti S.A.
  (Construction-Cement &
  Aggregates)(a)                         170,390       461,974
- --------------------------------------------------------------
Nortel Inversora S.A.-ADR
  (Telephone)                            200,500     3,032,563
- --------------------------------------------------------------
Quilmes Industrial S.A.-ADR
  (Beverages-Alcoholic)                 132,164     1,379,462
- --------------------------------------------------------------
                                                    10,567,838
- --------------------------------------------------------------

BRAZIL-35.74%

C.A. La Electricidad de Caracas-ADR
  (Electric Companies)                    88,588     1,669,866
- --------------------------------------------------------------
Caemi Mineracao E Metalurgica
  S.A.-Pfd. (Iron & Steel)            12,750,000       597,656
- --------------------------------------------------------------
Companhia Brasileira de Petroleo
  Ipiranga (Oil & Gas-Refining &
  Marketing)                         120,000,000       960,861
- --------------------------------------------------------------
Companhia Cimento Portland Itau
  (Construction-Cement &
  Aggregates)                            650,000        64,101
- --------------------------------------------------------------
Companhia de Saneamento Basico do
  Estado de Sao Paulo (Water
  Utilities)                          17,292,622     1,164,949
- --------------------------------------------------------------
Companhia de Tecidos Norte de Minas
  (Textiles-Specialty)                11,622,000       821,637
- --------------------------------------------------------------
Companhia Energetica de Minas
  Gerais-ADR (Electric Companies)        114,506     1,636,600
- --------------------------------------------------------------
Companhia Paranaense de
  Energia-Copel-ADR (Electric
  Companies)                             150,782       602,510
- --------------------------------------------------------------
Companhia Paranaense de Energia-
  Copel-(Electric Companies)             147,935       980,069
- --------------------------------------------------------------
Companhia Vale do Rio Doce-Pfd. A
  (Iron & Steel)                         141,823     2,818,296
- --------------------------------------------------------------
Eletropaulo Metropolitana-
  Eletricidade de Sao
  Paulo S.A. (Electric Companies)     38,440,242     1,752,654
- --------------------------------------------------------------
Embratel Participacoes S.A.-Pfd.
  (Telecommunications-Long
  Distance)                          109,450,000     1,396,160
- --------------------------------------------------------------
Itausa-Investimentos Itau S.A.-Pfd.
  (Investment Management)              3,749,289     2,266,476
- --------------------------------------------------------------
Itausa-Investimentos Itau S.A.-Pfd.
  Receipts (Investment Management)       151,050        91,311
- --------------------------------------------------------------
Petroleo Brasileiro
  S.A.-Petrobras-Pfd. (Oil &
  Gas-Exploration & Production)       30,958,655     4,924,520
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                     MARKET
                                       SHARES         VALUE
<S>                                  <C>           <C>
BRAZIL-(CONTINUED)

Tele Centro Sul Participacoes
  S.A.-ADR (Telephone)                    22,500   $ 1,344,375
- --------------------------------------------------------------
Tele Norte Leste Participacoes
  S.A.-Pfd. (Telephone)               52,745,000       886,289
- --------------------------------------------------------------
Telecomunicacoes Brasileiras C.M.
  (Telephone)                         41,725,004     2,167,477
- --------------------------------------------------------------
Telecomunicacoes Brasileiras S.A.
  (Telephone)(a)                      86,027,000         2,644
- --------------------------------------------------------------
Telecomunicacoes de Sao Paulo
  S.A.-Pfd. (Telephone)                7,448,813       700,234
- --------------------------------------------------------------
Telesp Celular S.A.
  (Telecommunications-
  Cellular/Wireless)                  12,532,000       436,933
- --------------------------------------------------------------
Telesp Celular S.A.-Pfd. B
  (Telecommunications-
  Cellular/Wireless)                   6,373,727       333,053
- --------------------------------------------------------------
Uniao de Bancos Brasileiros
  S.A.-GDR (Banks-Regional)           49,672,000     1,148,665
- --------------------------------------------------------------
Unibanco-Uniao de Bancos
  Brasileiros S.A. (Banks-Major
  Regional)(c)                        15,000,200       691,684
- --------------------------------------------------------------
Usinas Siderurgicas de Minas Gerais
  S.A.-Pfd. A
  (Manufacturing-Diversified)        160,300,000       583,058
- --------------------------------------------------------------
Votorantim Celulose e Papel S.A.
  (Paper & Forest Products)           57,900,000     1,690,727
- --------------------------------------------------------------
                                                    31,732,805
- --------------------------------------------------------------

CHILE-7.50%

Administradora de Fondos de
  Peniones Provida S.A.-ADR
  (Financial-Diversified)                100,642     1,736,075
- --------------------------------------------------------------
Banco de A. Edwards-ADR
  (Banks-Regional)                        41,904       612,846
- --------------------------------------------------------------
Compania Cervecerias Unidas
  S.A.-ADR (Beverages-Alcoholic)          67,500     1,472,344
- --------------------------------------------------------------
Embotelladora Arica S.A.-ADR
  (Beverages- Non-Alcoholic)
  (Acquired 04/23/99; Cost
  $536,625(d)                             40,500       391,092
- --------------------------------------------------------------
Quinenco S.A.-ADR
  (Financial-Diversified)                 29,900       278,444
- --------------------------------------------------------------
Sociedad Quimica y Minera de Chile
  S.A.-ADR (Chemicals)                    59,100     1,717,594
- --------------------------------------------------------------
Supermercados Unimarc S.A.-ADR
  (Retail-Food Chains)                   207,200       453,250
- --------------------------------------------------------------
                                                     6,661,645
- --------------------------------------------------------------

MEXICO-35.62%

Alpha S.A. de C.V.-Class A
  (Manufacturing- Diversified)           472,700     1,814,106
- --------------------------------------------------------------
Apasco S.A. de C.V.
  (Construction-Cement &
  Aggregates)                            213,731     1,133,675
- --------------------------------------------------------------
Carso Global Telecom-Class A1
  (Telephone)(a)                         550,000     3,660,946
- --------------------------------------------------------------
Cemex S.A. de C.V.
  (Construction-Cement &
  Aggregates)                            364,968     1,651,181
- --------------------------------------------------------------
Cintra S.A. (Airlines)                   393,300       173,437
- --------------------------------------------------------------
Consorcio Ara, S.A. de C.V.
  (Homebuilding)(a)                      690,000       776,474
- --------------------------------------------------------------
Controladora Comercial Mexicana
  S.A. de C.V. (Retail-Department
  Stores)(e)                           1,750,000     1,448,778
- --------------------------------------------------------------
</TABLE>

                                     FS-14
<PAGE>   319

<TABLE>
<CAPTION>
                                                     MARKET
                                       SHARES         VALUE
<S>                                  <C>           <C>
MEXICO-(CONTINUED)

Corporacion GEO S.A. de C.V.-Series
  B (Construction-Cement &
  Aggregates)(a)                         271,000   $   687,717
- --------------------------------------------------------------
El Puerto de Liverpool S.A. de
  C.V.-Series 1 (Retail-Department
  Stores)                                 45,941        78,838
- --------------------------------------------------------------
Fomento Economico Mexicano, S.A. de
  C.V.-ADR (Beverages-Alcoholic)(b)       80,000     2,625,000
- --------------------------------------------------------------
Grupo Bimbo S.A. de C.V. (Foods)(a)      579,800     1,063,720
- --------------------------------------------------------------
Grupo Carso S.A. de C.V.-Series A1
  (Manufacturing-Diversified)(a)         611,000     2,560,926
- --------------------------------------------------------------
Grupo Cementos de Chihuahua S.A. de
  C.V.-Class B (Construction-Cement
  & Aggregates)                          210,000       133,229
- --------------------------------------------------------------
Grupo Financiero Bancomer, S.A. de
  C.V.-Class O (Banks-Regional)(a)     4,715,464     1,250,591
- --------------------------------------------------------------
Grupo Financiero Banorte S.A. de
  C.V.-Class O
  (Financial-Diversified)(a)           1,500,000     1,872,075
- --------------------------------------------------------------
Grupo Industrial Maseca S.A. de
  C.V.-Class B (Foods)                 1,686,100       841,735
- --------------------------------------------------------------
Grupo Mexico S.A.-Series B (Metals
  Mining)                                205,824       744,948
- --------------------------------------------------------------
Grupo Posadas S.A.-Series A
  (Lodging-Hotels)(a)                    471,000       254,727
- --------------------------------------------------------------
Grupo Posadas S.A.-Series L
  (Lodging-Hotels)(a)                    752,300       344,266
- --------------------------------------------------------------
Grupo Televisa S.A.-GDR
  (Entertainment)(a)                     105,600     4,488,000
- --------------------------------------------------------------
Industrias Penoles S.A. (Metals
  Mining)                                484,600     1,527,133
- --------------------------------------------------------------
Kimberly-Clark de Mexico, S.A. de
  C.V.-Class A (Paper & Forest
  Products)                              600,000     1,921,997
- --------------------------------------------------------------
Pepsi-Gemex S.A.-GDR (Beverages-
  Non-Alcoholic)(a)                      122,800       567,950
- --------------------------------------------------------------
                                                    31,621,449
- --------------------------------------------------------------

PANAMA-1.55%

Banco Latinoamericano de
  Exportaciones, S.A.
  (Banks-Regional)                        57,597     1,378,728
- --------------------------------------------------------------

PERU-2.80%

Credicorp Ltd.
  (Financial-Diversified)                152,332     1,618,528
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                     MARKET
                                       SHARES         VALUE
<S>                                  <C>           <C>
PERU-(CONTINUED)

Telefonica del Peru S.A.A.-ADR
  (Telephone)                             42,500   $   491,406
- --------------------------------------------------------------
Union de Cervecerias Backus &
  Johnston S.A.A.
  (Beverages-Alcoholic)                1,008,223       371,948
- --------------------------------------------------------------
                                                     2,481,882
- --------------------------------------------------------------

UNITED KINGDOM-1.86%

Antofagasta Holdings PLC (Gold &
  Precious Metals Mining)                240,000     1,649,361
- --------------------------------------------------------------

VENEZUELA-0.61%

C.A. La Electricidad de Caracas
  (Electric Companies)(f)                186,266        70,768
- --------------------------------------------------------------
Corporacion Venezolana de Cementos
  S.A.C.A.-I (Constructions-Cement
  & Aggregates)                          675,057       293,875
- --------------------------------------------------------------
Corporacion Venezolana de Cementos
  S.A.C.A.-II (Constructions-Cement
  & Aggregates)                          446,248       176,606
- --------------------------------------------------------------
                                                       541,249
- --------------------------------------------------------------
    Total Foreign Stocks & Other
      Equity Interests (Cost
      $102,130,895)                                 86,634,957
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                      PRINCIPAL
                                      AMOUNT(g)
<S>                                  <C>           <C>
CORPORATE BONDS-0.00%

BRAZIL-0.00%

Companhia Vale do Rio Doce-Non
  Convertible (Cost $0)         BRL      276,400             0
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                     MARKET
                                       SHARES         VALUE
<S>                                  <C>           <C>
MONEY MARKET FUNDS-0.91%

STIC Liquid Assets Portfolio(h)          404,169       404,169
- --------------------------------------------------------------
STIC Prime Portfolio(h)                  404,169       404,169
- --------------------------------------------------------------
    Total Money Market Funds (Cost
      $808,338)                                        808,338
- --------------------------------------------------------------
TOTAL INVESTMENTS-98.49%                            87,443,295
- --------------------------------------------------------------
OTHER ASSETS LESS LIABILITIES-1.51%                  1,344,875
- --------------------------------------------------------------
NET ASSETS-100.00%                                 $88,788,170
- --------------------------------------------------------------
</TABLE>

Investment Abbreviations:

ADR   - American Depositary Receipt
GDR   - Global Depositary Receipt
Pfd.  - Preferred
Wts.  - Warrants

Notes to Schedule of Investments:

(a) Non-income producing security.
(b) Non-income producing security acquired as part of a unit with or in exchange
    for other securities.
(c) Each unit represents one preferred share of Unibanco and one preferred B
    share of Unibanco Holdings.
(d) Restricted security. May be resold to qualified institutional buyers in
    accordance with provisions of Rule 144A under the Securities Act of 1933, as
    amended. The valuation of this security has been determined in accordance
    with procedures established by the Board of Trustees. The market value at
    10/31/99 was $391,092 which represented 0.44% of the Fund's net assets.
(e) Each unit represents three B shares and one C share.
(f) Each unit represents one share of Electricidad de Caracas and one share of
    Corporacion EDC.
(g) Foreign denominated security. Par value and coupon are denominated in
    currency indicated.
(h) The security shares the same investment advisor as the Fund.

See Notes to Financial Statements.
                                      FS-15

<PAGE>   320

STATEMENT OF ASSETS AND LIABILITIES

October 31, 1999

<TABLE>
<S>                                            <C>
ASSETS:
Investments, at value (cost $102,939,233)      $   87,443,295
- -------------------------------------------------------------
Foreign currencies, at value (cost $568,244)          573,893
- -------------------------------------------------------------
Receivables for:
  Investments sold                                    843,462
- -------------------------------------------------------------
  Fund shares sold                                     80,031
- -------------------------------------------------------------
  Dividends and interest                              279,049
- -------------------------------------------------------------
Other assets                                           20,338
- -------------------------------------------------------------
    Total assets                                   89,240,068
- -------------------------------------------------------------
LIABILITIES:
Payable for fund shares reacquired                    254,077
- -------------------------------------------------------------
Accrued advisory fees                                   9,838
- -------------------------------------------------------------
Accrued distribution fees                              40,251
- -------------------------------------------------------------
Accrued accounting services fees                        4,247
- -------------------------------------------------------------
Accrued transfer agent fees                            21,021
- -------------------------------------------------------------
Accrued trustees' fees                                  2,762
- -------------------------------------------------------------
Other liabilities                                     119,702
- -------------------------------------------------------------
    Total liabilities                                 451,898
- -------------------------------------------------------------
Net assets applicable to shares outstanding    $   88,788,170
- -------------------------------------------------------------
NET ASSETS:
Class A                                        $   49,788,968
- -------------------------------------------------------------
Class B                                        $   38,455,515
- -------------------------------------------------------------
Class C                                        $      146,525
- -------------------------------------------------------------
Advisor Class                                  $      397,162
- -------------------------------------------------------------
SHARES OUTSTANDING, $0.01 PAR VALUE PER
  SHARE:
Class A                                             3,564,736
- -------------------------------------------------------------
Class B                                             2,788,851
- -------------------------------------------------------------
Class C                                                10,624
- -------------------------------------------------------------
Advisor Class                                          28,479
- -------------------------------------------------------------
Class A:
  Net asset value and redemption price per
    share                                      $        13.97
- -------------------------------------------------------------
  Offering price per share:
    (Net asset value of $13.97 divided by
      95.25%)                                  $        14.67
- -------------------------------------------------------------
Class B:
  Net asset value and offering price per
    share                                      $        13.79
- -------------------------------------------------------------
Class C:
  Net asset value and offering price per
    share                                      $        13.79
- -------------------------------------------------------------
Advisor Class:
  Net asset value, redemption and offering
    price per share                            $        13.95
- -------------------------------------------------------------
</TABLE>

STATEMENT OF OPERATIONS

For the year ended October 31, 1999

<TABLE>
<S>                                             <C>
INVESTMENT INCOME:
Dividends (net of $479,760 foreign withholding
  tax)                                          $  3,291,105
- ------------------------------------------------------------
Interest                                              35,745
- ------------------------------------------------------------
Securities lending                                    91,156
- ------------------------------------------------------------
    Total investment income                        3,418,006
- ------------------------------------------------------------
EXPENSES:
Advisory and administrative fees                     952,046
- ------------------------------------------------------------
Accounting services fees                              38,349
- ------------------------------------------------------------
Custodian fees                                        53,267
- ------------------------------------------------------------
Interest expense (Note 5)                             54,310
- ------------------------------------------------------------
Distribution fees -- Class A                         273,567
- ------------------------------------------------------------
Distribution fees -- Class B                         422,771
- ------------------------------------------------------------
Distribution fees -- Class C                             713
- ------------------------------------------------------------
Printing fees                                        284,503
- ------------------------------------------------------------
Trustees' fees                                        11,926
- ------------------------------------------------------------
Transfer agent fees -- Class A                       338,413
- ------------------------------------------------------------
Transfer agent fees -- Class B                       261,324
- ------------------------------------------------------------
Transfer agent fees -- Class C                           445
- ------------------------------------------------------------
Transfer agent fees -- Advisor Class                   3,624
- ------------------------------------------------------------
Other                                                 93,931
- ------------------------------------------------------------
    Total expenses                                 2,789,189
- ------------------------------------------------------------
Less: Expenses paid indirectly                        (3,131)
- ------------------------------------------------------------
    Fees waived by advisor                          (572,144)
- ------------------------------------------------------------
    Net expenses                                   2,213,914
- ------------------------------------------------------------
Net investment income                              1,204,092
- ------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES AND FOREIGN
  CURRENCIES:
Net realized gain (loss) from:
  Investment securities                          (29,737,138)
- ------------------------------------------------------------
  Foreign currencies                                (539,564)
- ------------------------------------------------------------
                                                 (30,276,702)
- ------------------------------------------------------------
Change in net unrealized appreciation
  (depreciation) of:
  Investment securities                           48,113,915
- ------------------------------------------------------------
  Foreign currencies                                 (35,910)
- ------------------------------------------------------------
                                                  48,078,005
- ------------------------------------------------------------
  Net gain from investment securities and
    foreign currencies                            17,801,303
- ------------------------------------------------------------
Net increase in net assets resulting from
  operations                                    $ 19,005,395
- ------------------------------------------------------------
</TABLE>

See Notes to Financial Statements.

                                      FS-16
<PAGE>   321

STATEMENTS OF CHANGES IN NET ASSETS

For the years ended October 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                  1999            1998
                                                              ------------    -------------
<S>                                                           <C>             <C>
OPERATIONS:

  Net investment income                                       $  1,204,092    $   1,153,228
- -------------------------------------------------------------------------------------------
  Net realized gain (loss) from investment securities and
    foreign currencies                                         (30,276,702)     (18,715,746)
- -------------------------------------------------------------------------------------------
  Change in net unrealized appreciation (depreciation) of
    investment securities and foreign currencies                48,078,005      (54,475,416)
- -------------------------------------------------------------------------------------------
    Net increase (decrease) in net assets resulting from
      operations                                                19,005,395      (72,037,934)
- -------------------------------------------------------------------------------------------

Distributions to shareholders from net investment income:

  Class A                                                         (703,214)        (219,544)
- -------------------------------------------------------------------------------------------
  Class B                                                         (122,741)              --
- -------------------------------------------------------------------------------------------
  Advisor Class                                                     (9,487)          (5,514)
- -------------------------------------------------------------------------------------------

Share transactions-net:

  Class A                                                      (22,064,281)     (61,587,566)
- -------------------------------------------------------------------------------------------
  Class B                                                      (15,015,084)     (52,032,524)
- -------------------------------------------------------------------------------------------
  Class C                                                          158,037               --
- -------------------------------------------------------------------------------------------
  Advisor Class                                                   (144,362)         (13,073)
- -------------------------------------------------------------------------------------------
    Net increase (decrease) in net assets                      (18,895,737)    (185,896,155)
- -------------------------------------------------------------------------------------------

NET ASSETS:

  Beginning of period                                          107,683,907      293,580,062
- -------------------------------------------------------------------------------------------
  End of period                                               $ 88,788,170    $ 107,683,907
===========================================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                               $167,043,253    $ 204,122,934
- -------------------------------------------------------------------------------------------
  Undistributed net investment income                              675,072          831,995
- -------------------------------------------------------------------------------------------
  Undistributed net realized gain (loss) from investment
    securities and foreign currencies                          (63,367,151)     (33,630,013)
- -------------------------------------------------------------------------------------------
  Unrealized appreciation (depreciation) of investment
    securities and foreign currencies                          (15,563,004)     (63,641,009)
- -------------------------------------------------------------------------------------------
                                                              $ 88,788,170    $ 107,683,907
===========================================================================================
</TABLE>

See Notes to Financial Statements.

                                      FS-17

<PAGE>   322

NOTES TO FINANCIAL STATEMENTS

October 31, 1999

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Latin American Growth Fund (the "Fund") is a separate series of AIM
Investment Funds (the "Trust"). The Trust is organized as a Delaware business
trust and is registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), as an open-end series management investment company consisting
of twelve separate series portfolios, each having an unlimited number of shares
of beneficial interest. The Fund consists of four different classes of shares:
Class A shares, Class B shares, Class C shares and Advisor Class shares. Class A
shares are sold with a front-end sales charge. Class B shares and Class C shares
are sold with a contingent deferred sales charge. Advisor Class shares were sold
without a sales charge. Matters affecting each portfolio or class will be voted
on exclusively by the shareholders of such portfolio or class. The assets,
liabilities and operations of each portfolio are accounted for separately.
Information presented in these financial statements pertains only to the Fund.
The Fund's investment objective is growth of capital.
  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. The
following is a summary of the significant accounting policies followed by the
Fund in the preparation of its financial statements.

A.   Security Valuations -- A security listed or traded on an exchange (except
     convertible bonds) is valued at its last sales price on the exchange where
     the security is principally traded, or lacking any sales on a particular
     day, the security is valued at the closing bid price on that day. Each
     security reported on the NASDAQ National Market System is valued at the
     last sales price on the valuation date or absent a last sales price, at the
     closing bid price. Debt obligations (including convertible bonds) are
     valued on the basis of prices provided by an independent pricing service.
     Prices provided by the pricing service may be determined without exclusive
     reliance on quoted prices, and may reflect appropriate factors such as
     yield, type of issue, coupon rate and maturity date. Securities for which
     market prices are not provided by any of the above methods are valued based
     upon quotes furnished by independent sources and are valued at the last bid
     price in the case of equity securities and in the case of debt obligations,
     the mean between the last bid and asked prices. Securities for which market
     quotations are not readily available or are questionable are valued at fair
     value as determined in good faith by or under the supervision of the
     Trust's officers in a manner specifically authorized by the Board of
     Trustees. Short-term obligations having 60 days or less to maturity are
     valued at amortized cost which approximates market value. For purposes of
     determining net asset value per share, futures and options contracts
     generally will be valued 15 minutes after the close of trading of the New
     York Stock Exchange ("NYSE").
       Generally, trading in foreign securities is substantially completed each
     day at various times prior to the close of the NYSE. The values of such
     securities used in computing the net asset value of the Fund's shares are
     determined as of such times. Foreign currency exchange rates are also
     generally determined prior to the close of the NYSE. Occasionally, events
     affecting the values of such securities and such exchange rates may occur
     between the times at which they are determined and the close of the NYSE
     which would not be reflected in the computation of the Fund's net asset
     value. If events materially affecting the value of such securities occur
     during such period, then these securities will be valued at their fair
     value as determined in good faith by or under the supervision of the Board
     of Trustees.

B.   Securities Transactions, Investment Income and Distributions -- Securities
     transactions are accounted for on a trade date basis. Realized gains or
     losses on sales are computed on the basis of specific identification of the
     securities sold. Interest income is recorded as earned from settlement date
     and is recorded on the accrual basis. Dividend income is recorded on the
     ex-dividend date. The Fund may elect to use a portion of the proceeds of
     fund share redemptions as distributions for Federal income tax purposes.
     Distributions from income and net realized capital gains, if any, are
     generally paid annually and recorded on ex-dividend date.
       On October 31, 1999, undistributed net investment income was decreased by
     $525,573, undistributed net realized gains increased by $539,564 and
     paid-in capital decreased by $13,991 as a result of differing book/tax
     treatment of foreign currency transactions and net operating loss
     reclassifications in order to comply with the requirements of the American
     Institute of Certified Public Accountants Statement of Position 93-2. Net
     assets of the Fund were unaffected by the reclassifications discussed
     above.

C.   Federal Income Taxes -- The Fund intends to comply with the requirements of
     the Internal Revenue Code necessary to qualify as a regulated investment
     company and, as such, will not be subject to federal income taxes on
     otherwise taxable income (including net realized capital gains) which is
     distributed to shareholders. Therefore, no provision for federal income
     taxes is recorded in the financial statements. The Fund has a capital loss
     carryforward of $61,871,107 as of October 31, 1999 which may be carried
     forward to offset future taxable gains, if any, and expires in varying
     increments, if not previously utilized, in the year 2007.

D.   Foreign Currency Translations -- Portfolio securities and other assets and
     liabilities denominated in foreign currencies are translated into U.S.
     dollar amounts at date of valuation. Purchases and sales of portfolio
     securities and income items denominated in foreign currencies are
     translated into U.S. dollar amounts on the respective dates of such
     transactions. The Fund does not separately account for that portion of the
     results of operations resulting from changes in

                                     FS-18
<PAGE>   323

     foreign exchange rates on investments and the fluctuations arising from
     changes in market prices of securities held. Such fluctuations are included
     with the net realized and unrealized gain or loss from investments.

E.   Foreign Currency Contracts -- A foreign currency contract is an obligation
     to purchase or sell a specific currency for an agreed-upon price at a
     future date. The Fund may enter into a foreign currency contract to attempt
     to minimize the risk to the Fund from adverse changes in the relationship
     between currencies. The Fund may also enter into a foreign currency
     contract for the purchase or sale of a security denominated in a foreign
     currency in order to "lock in" the U.S. dollar price of that security. The
     Fund could be exposed to risk if counterparties to the contracts are unable
     to meet the terms of their contracts or if the value of the foreign
     currency changes unfavorably.

F.   Futures Contracts -- The Fund may purchase or sell futures contracts as a
     hedge against changes in market conditions. Initial margin deposits
     required upon entering into futures contracts are satisfied by the
     segregation of specific securities as collateral for the account of the
     broker (the Fund's agent in acquiring the futures position). During the
     period the futures contracts are open, changes in the value of the
     contracts are recognized as unrealized gains or losses by "marking to
     market" on a daily basis to reflect the market value of the contracts at
     the end of each day's trading. Variation margin payments are made or
     received depending upon whether unrealized gains or losses are incurred.
     When the contracts are closed, the Fund recognizes a realized gain or loss
     equal to the difference between the proceeds from, or cost of, the closing
     transaction and the Fund's basis in the contract. Risks include the
     possibility of an illiquid market and that a change in value of the
     contracts may not correlate with changes in the value of the securities
     being hedged.

G.   Expenses -- Distribution expenses directly attributable to a class of
     shares are charged to that class' operations. All other expenses which are
     attributable to more than one class are allocated among the classes.

H.   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
     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 fluctuations, perceived credit
     risk,adverse political and economic developments and possible adverse
     foreign government intervention.

I.   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.

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

A I M Advisors, Inc. ("AIM") is the Fund's investment manager and administrator.
INVESCO Asset Management Limited is the Fund's sub-advisor and
sub-administrator. The Fund pays AIM investment management and administration
fees at an annual rate of 0.975% on the first $500 million of the Fund's average
daily net assets, plus 0.95% on the next $500 million of the Fund's average
daily net assets, plus 0.925% on the next $500 million of the Fund's average
daily net assets, plus 0.90% on the Fund's average daily net assets exceeding
$1.5 billion. AIM has contractually agreed 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%, 2.50% and 1.50% of the average daily
net assets of the Fund's Class A, Class B, Class C and Advisor Class shares,
respectively. During the year ended October 31, 1999, AIM waived fees of
$572,144.
  Effective July 1, 1999, the Trust entered into a master administrative
services agreement with AIM, replacing the prior pricing and accounting
agreement. The Fund, pursuant to the master administrative services agreement
with AIM, has agreed to pay AIM for certain administrative costs incurred in
providing accounting services to the Fund. Prior to July 1, 1999, AIM was the
pricing and accounting agent for the Fund. The monthly fee for these services
paid to AIM was a percentage, not to exceed 0.03% annually, of a Fund's average
daily net assets. The annual fee rate was derived based on the aggregate net
assets of the funds which comprised the following investment companies: AIM
Growth Series, AIM Investment Funds, AIM Series Trust, G.T. Global Variable
Investment Series and G.T. Global Variable Investment Trust. The fee was
calculated at the rate of 0.03% of the first $5 billion of assets and 0.02% to
the assets in excess of $5 billion. An amount is allocated to and paid by each
such fund based on its relative average daily net assets. For the year ended
October 31, 1999, AIM was paid $38,349 for such services.
  The Fund, pursuant to a transfer agency and service agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and
shareholder services to the Fund. For the year ended October 31, 1999, AFS was
paid $570,779 for such services.
  The Trust has entered into master distribution agreements with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A, Class B, Class C and Advisor Class shares of the Fund. The Trust has
adopted a plan pursuant to Rule 12b-1 under the 1940 Act with respect to the
Fund's Class A shares, Class B shares and Class C shares (collectively the
"Plans"). The Fund , pursuant to the Plans, pays AIM Distributors compensation
at the annual rate of 0.50% of the Fund's average daily net assets of Class A
shares and 1.00% of the average daily net assets of Class B and C shares. Of
these amounts, the Fund may pay a service fee of 0.25% of the average daily net
assets of the Class A, Class B or Class C shares to selected dealers and
financial institutions who furnish continuing personal shareholder services to
their customers who purchase and own the appropriate class of shares of the
Fund. Any amounts not paid as a service fee under the Plans would constitute an
asset-based sales charge. The Plans also impose a cap on the total sales
charges, including asset-based sales charges that may be paid by the respective
classes. For the

                                       FS-19
<PAGE>   324

year ended October 31, 1999, the Class A, Class B and Class C shares paid AIM
Distributors $273,567, $422,771 and $713, respectively, as compensation under
the Plans.
  AIM Distributors received commissions of $12,934 from sales of the Class A
shares of the Fund during the year ended October 31, 1999. Such commissions are
not an expense of the Fund. They are deducted from, and are not included in, the
proceeds from sales of Class A shares. During the year ended October 31, 1999,
AIM Distributors received $536 in contingent deferred sales charges imposed on
redemptions of Fund shares. Certain officers and trustees of the Trust are
officers and directors of AIM, AFS and AIM Distributors.

NOTE 3-INDIRECT EXPENSES

During the year ended October 31, 1999, the Fund received reductions in
custodian fees of $3,131 under expense offset arrangements. The effect of the
above arrangements resulted in a reduction of the Fund's total expenses of
$3,131 during the year ended October 31, 1999.

NOTE 4-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a
syndicate administered by The Chase Manhattan Bank. The Fund may borrow up to
the lesser of (i) $1,000,000,000 or (ii) the limits set by its prospectus for
borrowings. The Fund and other funds advised by AIM which are parties to the
line of credit may borrow on a first come, first served basis. The funds which
are party to the line of credit are charged a commitment fee of 0.09% on the
unused balance of the committed line. The commitment fee is allocated among the
funds based on their respective average net assets for the period. Prior to May
28, 1999, the Fund, along with certain other funds advised and/or administered
by AIM, had a line of credit with BankBoston and State Street Bank & Trust
Company. The arrangements with the banks allowed the Fund and certain other
funds to borrow, on a first come, first served basis, an aggregate maximum
amount of $250,000,000.
  During the year ended October 31, 1999, the average outstanding daily balance
of bank loans for the Fund was $965,592 with a weighted average interest rate of
5.62%. Interest expense for the Fund for the year ended October 31, 1999 was
$54,310.

NOTE 5-PORTFOLIO SECURITIES LOANED

At October 31, 1999, securities with an aggregate value of $2,926,733 were on
loan to brokers. The loans were secured by cash collateral of $2,985,267
received by the Fund. For the year ended October 31, 1999, the Fund received
fees of $91,156 for securities lending.
  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 the loan. The cash collateral is
invested in a securities lending trust which consists of a portfolio of high
quality short duration securities whose average effective duration is restricted
to 120 days or less.

NOTE 6-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities)
purchased and sold by the Fund during the year ended October 31, 1999 was
$28,967,058 and $62,536,455, respectively.
  The amount of unrealized appreciation (depreciation) of investment securities,
for tax purposes, as of October 31, 1999 is as follows:

<TABLE>
<S>                                          <C>
Aggregate unrealized appreciation of
investment securities                        $ 10,237,584
- ---------------------------------------------------------
Aggregate unrealized appreciation
  (depreciation) of investment securities     (27,229,564)
- ---------------------------------------------------------
Net unrealized appreciation (depreciation)
  of investment securities                   $(16,991,980)
=========================================================
</TABLE>
Cost of investments for tax purposes is $104,435,275.


                                     FS-20
<PAGE>   325

NOTE 7-SHARE INFORMATION

Changes in shares outstanding during the years ended October 31, 1999 and 1998
were as follows:

<TABLE>
<CAPTION>
                                                                         1999                         1998
                                                              --------------------------   ---------------------------
                                                                SHARES         AMOUNT        SHARES         AMOUNT
                                                              -----------   ------------   -----------   -------------
<S>                                                           <C>           <C>            <C>           <C>
Sold:
  Class A                                                      10,698,303   $130,700,031    31,480,158   $ 504,106,417
- ----------------------------------------------------------------------------------------------------------------------
  Class B                                                       1,074,686     14,304,893    14,533,097     243,328,768
- ----------------------------------------------------------------------------------------------------------------------
  Class C*                                                         20,395        302,050            --              --
- ----------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                   103,353      1,459,954     1,261,470      24,366,740
- ----------------------------------------------------------------------------------------------------------------------
Issued as reinvestment of dividends:
  Class A                                                          56,745        633,836         8,770         183,909
- ----------------------------------------------------------------------------------------------------------------------
  Class B                                                           9,959        110,343            --              --
- ----------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                       833          9,259           261           5,468
- ----------------------------------------------------------------------------------------------------------------------
Reacquired:
  Class A                                                     (12,381,943)  (153,398,148)  (34,474,810)   (565,877,892)
- ----------------------------------------------------------------------------------------------------------------------
  Class B                                                      (2,351,288)   (29,430,320)  (17,417,330)   (295,361,292)
- ----------------------------------------------------------------------------------------------------------------------
  Class C*                                                         (9,771)      (144,013)           --              --
- ----------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                  (106,874)    (1,613,575)   (1,263,040)    (24,385,281)
- ----------------------------------------------------------------------------------------------------------------------
                                                               (2,885,602)  $(37,065,690)   (5,871,424)  $(113,633,163)
======================================================================================================================
</TABLE>

*  Class C shares commenced sales on March 1, 1999.

NOTE 8-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,
                                                              ----------------------------------------------------------
                                                               1999       1998(a)     1997(a)      1996(a)      1995(a)
                                                              -------     -------     --------     --------     --------
<S>                                                           <C>         <C>         <C>          <C>          <C>
Net asset value, beginning of period                          $ 11.70     $ 19.50     $  17.95     $  15.38     $  26.11
- --------------------------------------------------------      -------     -------     --------     --------     --------
Income from investment operations:
  Net investment income (loss)                                   0.21        0.13(b)      0.11         0.09         0.15
- --------------------------------------------------------      -------     -------     --------     --------     --------
  Net realized and unrealized gain (loss) on investments         2.20       (7.90)        1.44         2.59        (9.28)
- --------------------------------------------------------      -------     -------     --------     --------     --------
  Net increase (decrease) from investment operations             2.41       (7.77)        1.55         2.68        (9.13)
- --------------------------------------------------------      -------     -------     --------     --------     --------
Distributions to shareholders:
  From net investment income                                    (0.14)      (0.03)          --        (0.08)          --
- --------------------------------------------------------      -------     -------     --------     --------     --------
  From net realized gain on investments                            --          --           --           --        (1.60)
- --------------------------------------------------------      -------     -------     --------     --------     --------
  In excess of net investment income                               --          --           --        (0.03)          --
- --------------------------------------------------------      -------     -------     --------     --------     --------
    Total distributions                                         (0.14)      (0.03)          --        (0.11)       (1.60)
- --------------------------------------------------------      -------     -------     --------     --------     --------
Net asset value, end of period                                $ 13.97     $ 11.70     $  19.50     $  17.95     $  15.38
========================================================      =======     =======     ========     ========     ========
Total return(c)                                                 20.93%     (39.86)%       8.52%       17.52%      (37.16)%
========================================================      =======     =======     ========     ========     ========
Ratios and supplemental data:
Net assets, end of period (in 000s)                           $49,789     $60,720     $159,496     $177,373     $182,462
- --------------------------------------------------------      -------     -------     --------     --------     --------
Ratio of net investment income to average net assets:
  With fee waivers                                               1.44%(d)    0.78%        0.52%        0.46%        0.86%
- --------------------------------------------------------      -------     -------     --------     --------     --------
  Without fee waivers                                            0.85%(d)    0.64%        0.42%        0.39%        0.85%
========================================================      =======     =======     ========     ========     ========
Ratio of expenses to average net assets (excluding
  interest expense):
  With fee waivers                                               2.00%(d)    2.00%        1.96%        2.03%        2.11%
- --------------------------------------------------------      -------     -------     --------     --------     --------
  Without fee waivers                                            2.59%(d)    2.14%        2.06%        2.10%        2.12%
========================================================      =======     =======     ========     ========     ========
Ratio of interest expense to average net assets                  0.06%       0.17%         N/A          N/A          N/A
- --------------------------------------------------------      -------     -------     --------     --------     --------
Portfolio turnover rate                                            30%         39%         130%         101%         125%
========================================================      =======     =======     ========     ========     ========
</TABLE>

(a)  These selected per share data were calculated based upon the average shares
     outstanding during the period.
(b)  Before reimbursement the net investment income per share would have been
     reduced by $.02.
(c)  Total return does not include sales charges and is not annualized for
     periods less than one year.
(d)  Ratios are based on average net assets of $54,713,405.

                                     FS-21
<PAGE>   326

NOTE 8-FINANCIAL HIGHLIGHTS (CONTINUED)

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,
                                                              -----------------------------------------------------------
                                                                  1999        1998(a)    1997(a)     1996(a)     1995(a)
                                                              ------------    -------    --------    --------    --------
<S>                                                           <C>             <C>        <C>         <C>         <C>
Net asset value, beginning of period                            $ 11.49      $ 19.23     $  17.78    $  15.21    $  25.94
- -----------------------------------------------------------     -------      -------     --------    --------    --------
Income from investment operations:
  Net investment income                                            0.17         0.04(b)      0.01          --        0.06
- -----------------------------------------------------------     -------      -------     --------    --------    --------
  Net realized and unrealized gain (loss) on investments           2.16        (7.78)        1.44        2.59       (9.19)
- -----------------------------------------------------------     -------      -------     --------    --------    --------
  Net increase (decrease) from investment operations               2.33        (7.74)        1.45        2.59       (9.13)
- -----------------------------------------------------------     -------      -------     --------    --------    --------
Distributions to shareholders:
  From net investment income                                      (0.03)          --           --       (0.01)         --
- -----------------------------------------------------------     -------      -------     --------    --------    --------
  From net realized gain on investments                              --           --           --          --       (1.60)
- -----------------------------------------------------------     -------      -------     --------    --------    --------
  In excess of net investment income                                 --           --           --       (0.01)         --
- -----------------------------------------------------------     -------      -------     --------    --------    --------
    Total distributions                                           (0.03)          --           --       (0.02)      (1.60)
- -----------------------------------------------------------     -------      -------     --------    --------    --------
Net asset value, end of period                                  $ 13.79      $ 11.49     $  19.23    $  17.78    $  15.21
===========================================================     =======      =======     ========    ========    ========
Total return(c)                                                   20.36%      (40.19)%       8.04%      17.02%     (37.42)%
===========================================================     =======      =======     ========    ========    ========
Ratios and supplemental data:
Net assets, end of period (in 000's)                            $38,456      $46,599     $133,448    $137,400    $134,527
===========================================================     =======      =======     ========    ========    ========
Ratio of net investment income (loss) to average net assets:
  With fee waivers                                                 0.94%(d)     0.28%        0.02%      (0.04)%      0.36%
- -----------------------------------------------------------     -------      -------     --------    --------    --------
  Without fee waivers                                              0.35%(d)     0.14%       (0.08)%     (0.11)%      0.35%
===========================================================     =======      =======     ========    ========    ========
Ratio of expenses to average net assets (excluding interest
  expense):
  With fee waivers                                                 2.50%(d)     2.50%        2.46%       2.53%       2.61%
- -----------------------------------------------------------     -------      -------     --------    --------    --------
  Without fee waivers                                              3.09%(d)     2.64%        2.56%       2.60%       2.62%
===========================================================     =======      =======     ========    ========    ========
Ratio of interest expenses to average net assets                   0.06%        0.17%         N/A         N/A         N/A
- -----------------------------------------------------------     -------      -------     --------    --------    --------
Portfolio turnover rate                                              30%          39%         130%        101%        125%
===========================================================     =======      =======     ========    ========    ========
</TABLE>

(a)  These selected per share data were calculated based upon the average shares
     outstanding during the period.
(b)  Before reimbursement the net investment income per share would have been
     reduced by $0.02.
(c)  Total return does not include sales charges.
(d)  Ratios are based on average net assets of $42,277,069.

                                     FS-22
<PAGE>   327

NOTE 8-FINANCIAL HIGHLIGHTS (CONTINUED)

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 C                                   ADVISOR CLASS
                                            ----------------    -----------------------------------------------------------------
                                                                           YEAR ENDED OCTOBER 31,
                                            MARCH 1, 1999 TO    -------------------------------------------     JUNE 1, 1995 TO
                                            OCTOBER 31, 1999     1999       1998(a)     1997(a)     1996(a)   OCTOBER 31, 1995(a)
                                            ----------------    ------      -------     -------     -------   -------------------
<S>                                         <C>                 <C>         <C>         <C>         <C>       <C>
Net asset value, beginning of period             $10.21         $11.71      $19.57      $17.94      $15.40          $15.95
- -----------------------------------------        ------         ------      ------      ------      ------          ------
Income from investment operations:
  Net investment income                            0.12           0.31        0.21(b)     0.19        0.17            0.09
- -----------------------------------------        ------         ------      ------      ------      ------          ------
  Net realized and unrealized gain (loss)
    on investments                                 3.46           2.16       (7.92)       1.44        2.58           (0.64)
- -----------------------------------------        ------         ------      ------      ------      ------          ------
    Net increase (decrease) from
      investment operations                        3.58           2.47       (7.71)       1.63        2.75           (0.55)
- -----------------------------------------        ------         ------      ------      ------      ------          ------
Distributions to shareholders:
  From net investment income                         --          (0.23)      (0.15)         --       (0.14)             --
- -----------------------------------------        ------         ------      ------      ------      ------          ------
  In excess of net investment income                 --             --          --          --       (0.07)             --
- -----------------------------------------        ------         ------      ------      ------      ------          ------
    Total distributions                              --          (0.23)      (0.15)         --       (0.21)             --
- -----------------------------------------        ------         ------      ------      ------      ------          ------
Net asset value, end of period                   $13.79         $13.95      $11.71      $19.57      $17.94          $15.40
=========================================        ======         ======      ======      ======      ======          ======
Total return(c)                                   35.06%         21.56%     (39.67)%      8.91%      18.16%          (3.45)%
=========================================        ======         ======      ======      ======      ======          ======
Ratios and supplemental data:
Net assets, end of period (in 000's)             $  147         $  397      $  365      $  636      $  818          $  369
=========================================        ======         ======      ======      ======      ======          ======
Ratio of net investment income to average
  net assets:
  With fee waivers                                 0.94%(d)       1.94%(e)    1.28%       1.02%       0.96%           1.36%(f)
- -----------------------------------------        ------         ------      ------      ------      ------          ------
  Without fee waivers                              0.35%(d)       1.35%(e)    1.14%       0.92%       0.89%           1.35%(f)
=========================================        ======         ======      ======      ======      ======          ======
Ratio of expenses to average net assets
  (excluding interest expense):
  With fee waivers                                 2.50%(d)       1.50%(e)    1.50%       1.46%       1.53%           1.61%(f)
- -----------------------------------------        ------         ------      ------      ------      ------          ------
  Without fee waivers                              3.09%(d)       2.09%(e)    1.64%       1.56%       1.60%           1.62%(f)
=========================================        ======         ======      ======      ======      ======          ======
Ratio of interest expense to average net
  assets                                           0.06%          0.06%       0.17%        N/A         N/A             N/A
- -----------------------------------------        ------         ------      ------      ------      ------          ------
Portfolio turnover rate                              30%            30%         39%        130%        101%            125%
=========================================        ======         ======      ======      ======      ======          ======
</TABLE>

(a)  These selected per share data were calculated based upon the average shares
     outstanding during the period.
(b)  Before reimbursement the net investment income per share would have been
     reduced by $0.02.
(c)  Total return does not include sales charges and is not annualized for
     periods less than one year.
(d)  Ratios are annualized and based on average net assets of $106,283.
(e)  Ratios are based on average net assets of $583,904.
(f)  Annualized.

NOTE 9-SUBSEQUENT EVENT

On November 3, 1999, the Board of Trustees approved the conversion of Advisor
Class Shares into Class A Shares. The proposed effective date of this conversion
is February 11, 2000.

                                     FS-23
<PAGE>   328

                                                                    STATEMENT OF
                                                          ADDITIONAL INFORMATION






                     CLASS A, CLASS B AND CLASS C SHARES OF
                         AIM EMERGING MARKETS DEBT FUND
                        AIM GLOBAL GOVERNMENT INCOME FUND
                         AIM GLOBAL GROWTH & INCOME FUND
                            AIM STRATEGIC INCOME FUND


                              (SERIES PORTFOLIOS OF
                              AIM INVESTMENT FUNDS)


                                11 GREENWAY PLAZA
                                    SUITE 100
                            HOUSTON, TEXAS 77046-1173
                                 (713) 626-1919



        THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND
            IT SHOULD BE READ IN CONJUNCTION WITH A PROSPECTUS OF THE
             ABOVE-NAMED FUNDS, A COPY OF WHICH MAY BE OBTAINED FREE
                 OF CHARGE FROM AUTHORIZED DEALERS OR BY WRITING
                             AIM DISTRIBUTORS, INC.,
                    P.O. BOX 4739, HOUSTON, TEXAS 77210-4739
                          OR BY CALLING (800) 347-4246



          STATEMENT OF ADDITIONAL INFORMATION DATED FEBRUARY 28, 2000
 RELATING TO AIM EMERGING MARKETS DEBT FUND PROSPECTUS DATED FEBRUARY 28, 2000,
RELATING TO AIM GLOBAL GOVERNMENT INCOME FUND PROSPECTUS DATED FEBRUARY 28,
                                     2000,
 RELATING TO AIM GLOBAL GROWTH & INCOME FUND PROSPECTUS DATED FEBRUARY 28, 2000
  AND RELATING TO AIM STRATEGIC INCOME FUND PROSPECTUS DATED FEBRUARY 28, 2000



<PAGE>   329


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                                Page

<S>                                                                                                              <C>
INTRODUCTION......................................................................................................1


GENERAL INFORMATION ABOUT THE FUNDS...............................................................................1

         The Trust and Its Shares.................................................................................1

INVESTMENT STRATEGIES AND RISKS...................................................................................3

         Investment Objectives....................................................................................3
         Investment Strategies....................................................................................4
         Selection of Debt Investments............................................................................7
         Selection of Equity Investments..........................................................................7
         Selection of Investments and Asset Allocation............................................................8
         Investment In Emerging Markets...........................................................................9
         Sovereign Debt..........................................................................................10
         Brady Bonds.............................................................................................11
         Loan Participations and Assignments.....................................................................12
         Mortgage-Backed and Asset-Backed Securities.............................................................12
         When-Issued and Forward Commitment Securities...........................................................13
         Temporary Defensive Strategies..........................................................................13
         Equity-Linked Derivatives...............................................................................14
         Investments in Other Investment Companies...............................................................14
         Depositary Receipts.....................................................................................15
         Samurai and Yankee Bonds................................................................................15
         Warrants or Rights......................................................................................16
         Lending of Portfolio Securities.........................................................................16
         Commercial Bank Obligations.............................................................................16
         Repurchase Agreements...................................................................................17
         Borrowing, Reverse Repurchase Agreements and............................................................17
         Zero Coupon Securities..................................................................................19
         Synthetic Security Positions............................................................................19
         Swaps, Caps, Floors, and Collars........................................................................20
         Indexed Commercial Paper................................................................................20
         Other Indexed Securities................................................................................20
         Short Sales.............................................................................................21

OPTIONS, FUTURES AND CURRENCY STRATEGIES.........................................................................21

         Options, Futures, and Forward Currency Transactions.....................................................21
         Special Risks of Options, Futures and Currency Strategies...............................................22
         Writing Call Options....................................................................................23
         Writing Put Options.....................................................................................24
         Purchasing Put Options..................................................................................25
         Purchasing Call Options.................................................................................25
         Index Options...........................................................................................27
         Interest Rate, Currency and Stock Index Futures Contracts...............................................28
         Options on Futures Contracts............................................................................30
         Limitations on Use of Futures, Options on Futures and Certain Options on Currencies.....................31
</TABLE>


                                       i

<PAGE>   330


<TABLE>



<S>                                                                                                             <C>
         Forward Contracts.......................................................................................31
         Foreign Currency Strategies--Special Considerations.....................................................32
         Cover...................................................................................................33
         Interest Rate and Currency Swaps........................................................................33

RISK FACTORS.....................................................................................................34

         Non-Diversified Classification..........................................................................34
         Illiquid Securities.....................................................................................34
         Foreign Securities......................................................................................35
         Mortgage-Backed and Asset-Backed Securities.............................................................40
         Lower Quality Debt Securities...........................................................................40

INVESTMENT LIMITATIONS...........................................................................................42

         Emerging Markets Debt Fund and the Portfolio............................................................42
         Government Income Fund..................................................................................44
         Growth & Income Fund....................................................................................45
         Strategic Income Fund...................................................................................47

EXECUTION OF PORTFOLIO TRANSACTIONS..............................................................................51

         Portfolio Trading and Turnover..........................................................................53

MANAGEMENT.......................................................................................................54

         Trustees and Executive Officers.........................................................................54
         Investment Management and Administration Services.......................................................56
         Expenses of the Funds and the Portfolio.................................................................61

THE DISTRIBUTION PLANS...........................................................................................61

         The Class A and C Plan..................................................................................61
         The Class B Plan........................................................................................62
         Both Plans..............................................................................................62

THE DISTRIBUTOR..................................................................................................67


SALES CHARGES AND DEALER CONCESSIONS.............................................................................69


REDUCTIONS IN INITIAL SALES CHARGES..............................................................................72


CONTINGENT DEFERRED SALES CHARGE EXCEPTIONS......................................................................76


HOW TO PURCHASE AND REDEEM SHARES................................................................................78

         Backup Withholding......................................................................................79

NET ASSET VALUE DETERMINATION....................................................................................81


DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS.........................................................................81

         Reinvestment of Dividends and Distributions.............................................................81
         Tax Matters.............................................................................................82
         Taxation of the Funds...................................................................................82
         Taxation of the Portfolio--General......................................................................82
         Taxation of Certain Investment Activities...............................................................83
         Taxation of the Funds' Shareholders.....................................................................85
         Reinstatement Privilege.................................................................................86
</TABLE>



                                       ii

<PAGE>   331

<TABLE>


<S>                                                                                                             <C>
SHAREHOLDER INFORMATION..........................................................................................86


MISCELLANEOUS INFORMATION........................................................................................89

         Charges for Certain Account Information.................................................................89
         Custodian and Transfer Agent............................................................................89
         Independent Accountants.................................................................................89
         Legal Matters...........................................................................................90
         Shareholder Liability...................................................................................90
         Control Persons and Principal Holders of Securities.....................................................90

INVESTMENT RESULTS...............................................................................................95

         Total Return Quotations.................................................................................95
         Non-Standardized Returns................................................................................97
         Yield Quotations.......................................................................................100
         Performance Information................................................................................101

APPENDIX........................................................................................................104

         Description of Bond Ratings............................................................................104
         Description of Commercial Paper Ratings................................................................105
         Absence of Rating......................................................................................105

FINANCIAL STATEMENTS.............................................................................................FS
</TABLE>



                                      iii
<PAGE>   332




                                  INTRODUCTION


     This Statement of Additional Information relates to the Class A, Class B
and Class C shares of AIM Emerging Markets Debt Fund (formerly known as AIM
Global High Income Fund) ("Emerging Markets Debt Fund"), AIM Global Government
Income Fund ("Government Income Fund"), AIM Global Growth & Income Fund ("Growth
& Income Fund") and AIM Strategic Income Fund ("Strategic Income Fund") (each, a
"Fund," and collectively, the "Funds"). Each Fund is a non-diversified series of
AIM Investment Funds (the "Trust"), a registered open-end management investment
company organized as a Delaware business trust.



     AIM Advisors, Inc. ("AIM") serves as the investment manager of and
administrator for the Funds and Emerging Markets Debt Portfolio (formerly known
as the Global High Income Portfolio), in which the Emerging Markets Debt Fund
invests (the "Portfolio"). INVESCO Asset Management Limited (the "Sub-Advisor")
serves as the investment sub-advisor for Government Income Fund, Growth & Income
Fund and the Portfolio.



     The Trust is a series mutual fund. The rules and regulations of the
Securities and Exchange Commission (the "SEC") require all mutual funds to
furnish prospective investors certain information concerning the activities of
the fund being considered for investment. This information for Emerging Markets
Debt Fund is included in a separate Prospectus dated February 28, 2000, for
Government Income Fund is included in a Prospectus dated February 28, 2000, for
Growth & Income Fund is included in a separate Prospectus dated February 28,
2000, and for Strategic Income Fund is included in a separate Prospectus dated
February 28, 2000. Additional copies of the Prospectuses and this Statement of
Additional Information may be obtained without charge by writing the principal
distributor of the Funds' shares, AIM Distributors, Inc. ("AIM Distributors"),
P.O. Box 4739, Houston, TX 77210-4739 or by calling (800) 347-4246. Investors
must receive a Prospectus before they invest.


     This Statement of Additional Information is intended to furnish prospective
investors with additional information concerning the Funds. Some of the
information required to be in this Statement of Additional Information is also
included in the Prospectus, and, in order to avoid repetition, reference will be
made to sections of the Prospectus. Additionally, the Prospectus and this
Statement of Additional Information omit certain information contained in the
Registration Statement filed with the SEC. Copies of the Registration Statement,
including items omitted from the Prospectus and this Statement of Additional
Information, may be obtained from the SEC by paying the charges prescribed under
its rules and regulations.


                       GENERAL INFORMATION ABOUT THE FUNDS

THE TRUST AND ITS SHARES

     The Trust was organized as a Delaware business trust on May 7, 1998, and
previously operated under the name G.T. Investment Funds, Inc., which was
organized as a Maryland corporation on October 29, 1987. The Trust was
reorganized on September 8, 1998 as a Delaware business trust, and is registered
with the SEC as a diversified open-end series management investment company. The
Trust currently consists of the following portfolios: AIM Developing Markets
Fund, AIM Emerging Markets Debt Fund, AIM Global Consumer Products and Services
Fund, AIM Global Financial Services Fund, AIM


                                       1

<PAGE>   333



Global Government Income Fund, AIM Global Growth & Income Fund, AIM Global
Health Care Fund, AIM Global Infrastructure Fund, AIM Global Resources Fund, AIM
Global Telecommunications and Technology Fund (formerly AIM Global
Telecommunications Fund), AIM Latin American Growth Fund, and AIM Strategic
Income Fund. Each of these funds has three separate classes: Class A, Class B
and Class C shares. All historical financial and other information contained in
this Statement of Additional Information for periods prior to September 8, 1998,
is that of the series of AIM Investment Funds, Inc.







     The term "majority of the outstanding shares" of the Trust, of a particular
Fund or of a particular class of a Fund means, respectively, the vote of the
lesser of (a) 67% or more of the shares of the Trust, such Fund or such class
present at a meeting of the Trust's shareholders, if the holders of more than
50% of the outstanding shares of the Trust, such Fund or such class are present
or represented by proxy, or (b) more than 50% of the outstanding shares of the
Trust, such Fund or such class.



     Class A, Class B and Class C shares of each Fund have equal rights and
privileges. Each share of a particular class is entitled to one vote, to
participate equally in dividends and distributions declared by the Trust's Board
of Trustees with respect to the class of such Fund and, upon liquidation of the
Fund, to participate proportionately in the net assets of the Fund allocable to
such class remaining after satisfaction of outstanding liabilities of the Fund
allocable to such class. Fund shares are fully paid, non-assessable and fully
transferable when issued and have no preemptive rights and have such conversion
and exchange rights as set forth in the Prospectus and this Statement of
Additional Information. Fractional shares have proportionately the same rights,
including voting rights, as are provided for a full share. Other than the
automatic conversion of Class B shares to Class A shares, there are no
conversion rights.


     Shareholders of the Funds do not have cumulative voting rights, and
therefore the holders of more than 50% of the outstanding shares of all Funds
voting together for election of trustees may elect all of the members of the
Board of Trustees of the Trust. In such event, the remaining holders cannot
elect any trustees of the Trust.


     From time to time, the Trust may establish other funds, each corresponding
to a distinct investment portfolio and a distinct series of the Trust's shares
of beneficial interest. 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 rights.


     On any matter submitted to a vote of shareholders, shares of the Funds will
be voted by the Fund's shareholders individually when the matter affects the
specific interest of the Funds only, such as approval of its investment
management arrangements. In addition, shares of particular classes of the Funds
may vote on matters affecting only those Classes. The shares of the Funds and of
the Trust's other series will be voted in the aggregate on other matters, such
as the election of Trustees and ratification of the selection of the Trust's
independent accountants.


     Normally there will be no annual meeting of shareholders in any year,
except as required under the Investment Company Act of 1940, as amended ("1940
Act"). A Trustee may be removed at any meeting of the shareholders of the Trust
by a vote of the shareholders owning at least two-thirds of the outstanding
shares. Any Trustee may call a special meeting of shareholders for any purpose.
Furthermore, Trustees shall promptly call a meeting of shareholders solely for
the purpose of removing one or more Trustees when requested in writing to do so
by shareholders holding 10% of the Trust's outstanding shares.




                                       2
<PAGE>   334

     Pursuant to the Trust's Agreement and Declaration of Trust, the Trust may
issue an unlimited number of shares of the Funds. Each share of a Fund
represents an interest in that Fund only, has a par value of $0.01 per share,
represents an equal proportionate interest in that Fund with other shares of
that Fund and is entitled to such dividends and distributions out of the income
earned and gain realized on the assets belonging to that Fund as may be declared
by the Board of Trustees. Each share of a Fund is equal in earnings, assets and
voting privileges except that each class normally has exclusive voting rights
with respect to its distribution plan and bears the expenses, if any, related to
the distribution of its shares. Shares of a Fund, when issued, are fully paid
and nonassessable.


ORGANIZATION OF THE PORTFOLIO.

     The Portfolio is organized as a Delaware business trust. Under Delaware
law, Emerging Markets Debt 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 Agreement and Declaration of Trust of the
Portfolio 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 Agreement and 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 Emerging Markets Debt Fund is requested to vote on any proposal of
the Portfolio, Emerging Markets Debt Fund will hold a meeting of Emerging
Markets Debt Fund shareholders and will cast its vote as instructed by Emerging
Markets Debt 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.


                         INVESTMENT STRATEGIES AND RISKS


     The following discussion of investment policies supplements the discussion
of the investment objectives and policies set forth in the applicable Prospectus
under the heading "Investment Objective and Strategies" and "Principal Risks of
Investing in the Fund."


INVESTMENT OBJECTIVES

     The Funds' investment objectives may not be changed without the approval of
a majority of the Funds' outstanding voting securities. 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.


     Government Income Fund primarily seeks high current income and secondarily
seeks growth of capital and protection of principal. Strategic Income Fund and
Emerging Markets Debt Fund primarily seek high current income and secondarily
growth of capital. The Emerging Markets Debt 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 Emerging Markets Debt Fund's investable assets" is used herein and in
the Prospectus, it means that the only investment securities held by Emerging
Markets Debt Fund will be its interest in the Portfolio. Emerging Markets Debt
Fund may withdraw its investment in the Portfolio at any time, if the Board of
Trustees of the Trust determines that it is in the best interests of the Fund
and its shareholders to do so. Upon any such withdrawal, Emerging Markets Debt



                                       3
<PAGE>   335
Fund's assets would be invested in accordance with the investment policies of
the Portfolio described below and in the Prospectus. The investment objective of
Growth & Income Fund is long-term growth of capital together with current
income.

     In addition to the primary investment policies set forth in such Fund's
Prospectus, Strategic Income Fund, Government Income Fund, the Portfolio, and
Growth & Income Fund may engage in other types of investments, as described
below.

INVESTMENT STRATEGIES

Strategic Income Fund


     Strategic Income Fund's investments in debt securities of issuers in: (1)
the United States; (2) developed foreign countries; and (3) emerging markets.
Strategic Income 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. Under normal market conditions, Strategic Income Fund will
invest at least 35% of its total assets in U.S. and foreign debt and other fixed
income securities that, at the time of purchase, are either rated at least
investment grade by Moody's or S&P or, if not rated, are determined by AIM to be
of comparable quality. Up to 65% of Strategic Income Fund's total assets may be
invested in debt securities that, at the time of purchase are either rated below
investment grade by 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,
are determined by AIM to be of comparable quality. 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." Strategic Income
Fund may also invest in securities that are in default as to payment of
principal and/or interest. Strategic Income Fund may invest up to 35% of its
total assets in equity securities (including convertible securities). AIM
anticipates investing in equity securities when market conditions appear to
present opportunities favorable for capital appreciation due to such factors as
improved corporate earnings or favorable interest rates.



     Strategic Income Fund's investments in emerging market securities may
consist substantially of Brady Bonds and other sovereign debt securities issued
by emerging market governments that are traded in the markets of developed
countries or groups of developed countries. AIM may invest in debt securities of
emerging market issuers that it determines to be suitable investments for
Strategic Income Fund without regard to ratings. Currently, the substantial
majority of emerging market debt securities are considered to have a credit
quality below investment grade. Strategic Income 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 65% limitation.


Government Income Fund

     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 or S&P, or, if not rated, determined to be of comparable quality by
the Sub-advisor. A description of Moody's and S&P ratings is included in the
Appendix to this Statement of Additional Information.

                                       4
<PAGE>   336

     Government Income 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, Government Income 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 Government Income Fund's total assets. Government Income
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-advisor to be fully exchangeable into U.S. dollars (or a multinational
currency unit) without legal restriction.

     Government Income 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-advisor 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-advisor to be of comparable quality;
and (4) common stocks, preferred stocks and warrants to acquire such securities,
provided that Government Income Fund will not invest more than 20% of its total
assets in such securities.

Emerging Markets Debt Fund

     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 "Brady Bonds," below) and other
sovereign debt securities.


     The Portfolio may 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 "Investing in 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
Statement of Additional Information; and (4) cash and money market instruments.
In evaluating investments in securities of issuers in developed markets, the
Sub-advisor 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-advisor's credit analysis. The Portfolio may invest in securities
that are in default as to payment of principal and/or interest.

     As previously described, investors should be aware that the 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.



                                       5
<PAGE>   337

     The Fund may redeem its investment from the Portfolio at any time, if the
Board of Trustees of the Trust 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 Emerging Markets Debt
Fund could require Emerging Markets Debt 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 Emerging Markets Debt 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 Emerging Markets Debt
Fund in another pooled investment entity having substantially the same
investment objectives as Emerging Markets Debt Fund or the retention by Emerging
Markets Debt Fund of its own investment advisor to manage its assets in
accordance with its investment objectives, policies and limitations discussed
herein.

     In addition to selling an interest therein to Emerging Markets Debt 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
Emerging Markets Debt Fund and may charge different sales commissions.
Therefore, investors in Emerging Markets Debt Fund may experience different
returns than investors in another investment company that invests exclusively in
the Portfolio. As of the date of this Statement of Additional Information,
Emerging Markets Debt Fund is the only institutional investor in the Portfolio.

     Investors in the Fund should be aware that Emerging Markets Debt Fund's
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 Emerging Markets Debt Fund could have effective
voting control over the operation of the Portfolio.

Growth & Income Fund

     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 will achieve its investment objective.

     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, S&P, or, if not rated, are
deemed to be of equivalent quality in the judgment of the Sub-advisor.

     Up to 35% of Growth & Income Fund's assets may be invested in other equity
securities and investment grade government and corporate debt obligations which
the Sub-advisor believes will assist Growth & Income 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-advisor.

     Equity securities that Growth & Income Fund may purchase include common
stocks, preferred stocks, and warrants to acquire stocks and other equity
securities. Government bonds that Growth &



                                       6
<PAGE>   338


Income 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 Growth & Income Fund may include debt obligations
convertible into equity securities or having attached warrants or rights to
purchase equity securities. Growth & Income 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).

SELECTION OF DEBT INVESTMENTS


     In determining the appropriate distribution of investments among various
countries and geographic regions for Government Income Fund, Strategic Income
Fund, Growth & Income Fund, and the Portfolio, AIM and/or the Sub-advisor
ordinarily consider the following factors: prospects for relative economic
growth among the different countries in which Government Income Fund, Strategic
Income Fund, Growth & 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.



     In evaluating debt securities considered for Growth & Income Fund and
Strategic Income Fund, AIM and/or the Sub-advisor analyze 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 Growth & Income Fund and
Strategic Income Fund or on the average weighted maturity of the debt portion of
Growth & Income Fund and Strategic Income Fund's portfolio. Should the rating of
a debt security be revised while such security is owned by Growth & Income Fund
and Strategic Income Fund, AIM and/or the Sub-advisor will evaluate what action,
if any, is appropriate with respect to such security.



     Government Income Fund, 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 Government Income Fund, 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. Money market instruments in which the Growth & Income 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 S&P, or P-1 by Moody's or, if not rated, determined by AIM
and/or the Sub-advisor to be of comparable quality.


SELECTION OF EQUITY INVESTMENTS


     With respect to Growth & Income Fund and Strategic Income Fund, 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 AIM and/or the Sub-advisor to be located in that




                                       7
<PAGE>   339


country may have substantial off-shore operations or subsidiaries and/or export
sales exceeding in size the assets or sales in that country.

SELECTION OF INVESTMENTS AND ASSET ALLOCATION


     AIM and/or the Sub-advisor allocate the assets of Government Income Fund,
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. In so doing, AIM and/or
the Sub-advisor intend 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. The Fund invests in debt obligations
allocated among diverse markets and denominated in various currencies, including
U.S. dollars, or in multinational currency units such as Euros. The Fund is
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 Fund 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). 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 Government Income Fund, Strategic Income Fund, and the Portfolio.
Securities held by Government Income Fund, Strategic Income Fund, and the
Portfolio may be invested in without limitation as to maturity.



     AIM and/or the Sub-advisor select securities of particular issuers on the
basis of the 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.



     AIM and/or the Sub-advisor generally evaluate 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. AIM and/or the Sub-advisor
may seek to protect Government Income Fund, Strategic Income Fund, and the
Portfolio against such negative currency movements through the use of
sophisticated investment techniques.



     According to AIM and the Sub-advisor, as of the date of this Statement of
Additional Information, 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, AIM and/or the
Sub-advisor believe that Government Income Fund's, Strategic Income Fund's, and
the Portfolio's policy of investing in debt securities throughout the World 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.



     In addition to the factors listed in the Prospectus, AIM and the
Sub-advisor's view on what securities constitute the best values are also a
function of 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.





                                       8
<PAGE>   340

Growth & Income Fund

     The relative proportions of equity and debt securities held by Growth &
Income Fund at any one time will vary, depending upon the Sub-advisor's
assessment of global political and economic conditions and the relative
strengths and weaknesses of the world equity and debt markets. To enable Growth
& Income Fund to respond to general economic changes and market conditions
around the world, Growth & Income 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-advisor 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-advisor 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-advisor seeks to avoid
investing in equity securities that appear overly speculative or risky, even if
they have attractive features or investment potential.

     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, other than the United States, will represent no more than 40% of the
Fund's total assets.

     The Sub-advisor 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. Growth & Income 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.

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. Strategic Income Fund may invest up to 65% of its assets in
debt securities of issuers in emerging markets. 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.


     Emerging markets debt securities generally are considered to have a credit
quality below investment grade. 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." Many
emerging market debt securities are not rated by U.S. ratings agencies such as
Moody's and S&P. Strategic Income Fund and the Portfolio's ability to achieve
their respective investment objectives are thus more dependent on AIM and/or the
Sub-advisor's credit analysis. Strategic Income Fund and the Portfolio may
invest in securities that are in default as to payment of principal and/or
interest.

     Strategic Income Fund and the Portfolio consider "emerging markets" to
consist of all countries determined by AIM and/or the Sub-advisor 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. Strategic Income Fund
and the Portfolio each will consider investment in the following emerging
markets:


<TABLE>


<S>                                <C>                      <C>
         Algeria                   Brazil                   Columbia
         Argentina                 Bulgaria                 Costa Rica
         Bolivia                   Chile                    Cyprus
         Botswana                  China                    Czech Republic
         Dominican Republic        Lebanon                  Russia
         Ecuador                   Malaysia                 Singapore
         Egypt                     Mauritius                Slovenia
         El Salvador               Mexico                   South Africa
         Finland                   Morocco                  South Korea
         Ghana                     Nicaragua                Sri Lanka
         Greece                    Nigeria                  Swaziland
         Hong Kong                 Oman                     Taiwan
         Hungary                   Pakistan                 Thailand
         India                     Panama                   Turkey
         Indonesia                 Paraguay                 Ukraine
         Israel                    Peru                     Uruguay
         Ivory Coast               Philippines              Venezuela
         Jamaica                   Poland                   Zambia
         Jordan                    Portugal                 Zimbabwe
         Kazakhstan                Republic of Slovakia
         Kenya
</TABLE>




                                       9
<PAGE>   341

     Neither Strategic Income Fund nor the Portfolio will 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 the Prospectuses 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.


     When determining what countries constitute emerging markets, AIM and/or the
Sub-advisor will consider 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.


SOVEREIGN DEBT

     Government Income Fund, 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'




                                       10
<PAGE>   342


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
the willingness of countries to service their sovereign debt. Although AIM and
the Sub-advisor intend to manage the Funds in a manner that will minimize the
exposure to such risks, there can be no assurance that adverse political changes
will not cause a 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 Funds
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 in 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 a Fund 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 Funds 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 Funds anticipate that
such securities could be sold only to a limited number of dealers or
institutional investors.

BRADY BONDS

     Government Income Fund, 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,




                                       11
<PAGE>   343



Uruguay, Venezuela and Vietnam and are expected to be issued by other emerging
market countries. As of the date of this Statement of Additional Information,
Government Income Fund, 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.

     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 per
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.

LOAN PARTICIPATIONS AND ASSIGNMENTS

     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
Funds' investments in Loans in emerging markets is expected to be in the form of
participations in Loans ("Participations") and assignment of portions of Loans
from third parties ("Assignments"). Participations typically will result in
Strategic Income Fund and the Portfolio having a contractual relationship only
with the Lender, not with the borrower government. Strategic Income Fund and 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, Strategic Income Fund and 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 or set off against the borrowers, and Strategic Income Fund and the
Portfolio may not directly benefit from any collateral supporting the Loan in
which they have purchased any Participations. As a result, Strategic Income Fund
and 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,
Strategic Income Fund and 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. Strategic Income Fund and the Portfolio will acquire Participations
only if the Lender interpositioned between the Funds and the borrower is
determined by AIM and/or the Sub-advisor to be creditworthy. When a Fund
purchases Assignments from Lenders, the Fund 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 Strategic Income Fund and the Portfolio as the purchaser
of an Assignment may differ from, and be more limited than, those held by the
assigning Lender.

     The liquidity of Assignments and Participations is limited and the Funds
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 Funds' ability to
dispose of particular Assignments or Participations when necessary to meet the
Funds' respective 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 Funds to assign a value to those securities for purposes of
valuing the Funds' respective portfolios and calculating each portfolio's net
asset value.


MORTGAGE-BACKED AND ASSET-BACKED SECURITIES

     Government Income Fund and 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-backed securities represent direct or indirect interests in pools of




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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 Fund will be subject to the same rating requirements that apply to its other
investments.

WHEN-ISSUED AND FORWARD COMMITMENT SECURITIES


     Government Income Fund, 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 Government
Income Fund, Strategic Income Fund, 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 Government
Income Fund, Strategic Income Fund, and the Portfolio dispose 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 Government Income Fund, Strategic Income Fund, and the Portfolio
enter into a transaction on a when-issued or forward commitment basis, the Funds
will each segregate cash or liquid securities equal to the value of the
when-issued or forward commitment securities with its custodian and will each
mark to market daily such assets. There is a risk that the securities may not be
delivered and that Government Income Fund, Strategic Income Fund, and the
Portfolio may incur a loss.


     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 arrangements.

     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,
Strategic Income Fund and the Portfolio are each 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
Strategic Income Fund and the 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 Strategic Income Fund
and the Portfolio can receive if the "when, as and if issued" security is in
fact issued.

TEMPORARY DEFENSIVE STRATEGIES


     In anticipation of or in response to adverse market conditions, for cash
management purposes, or for defensive purposes, each of the Funds and the
Portfolio may temporarily hold all or a portion of its assets in cash (U.S.
dollars, and for the Growth & Income Fund, the Strategic Income Fund and
Government Income Fund foreign currencies or multinational currency units such
as euros), money market instruments, or high-quality debt securities. Each of
the Funds and the Portfolio may also invest up to 25% of its total assets in
money market investment companies advised by AIM or its affiliates ("Affiliated
Money Market Funds") for these purposes. In addition, for temporary defensive
purposes, most or all of each Fund's and the Portfolio's investments may be made
in the United States and denominated in



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U.S. dollars. To the extent a Fund or the portfolio employs a temporary
defensive strategy, it will not be invested so as to achieve directly its
investment objectives.

EQUITY-LINKED DERIVATIVES

     Growth & Income Fund may invest in equity-linked derivative products
designed to replicate the composition and performance of particular indices.
Examples of such products include S&P Depositary Receipts ("SPDRs"), World
Equity Benchmark Series ("WEBs"), NASDAQ 100 tracking shares ("QQQs"), Dow Jones
Industrial Average Instruments ("DIAMONDS") and Optimised Portfolios as Listed
Securities ("OPALS"). Investments in equity-linked derivatives involve the same
risks associated with a direct investment in the types of securities included in
the indices such products are designed to track. There can be no assurance that
the trading price of the equity-linked derivatives will equal the underlying
value of the basket of securities purchased to replicate a particular index or
that such basket will replicate the index. Investments in equity-linked
derivatives may constitute investment in other investment companies. See
"Investments in Other Investment Companies."

INVESTMENTS IN OTHER INVESTMENT COMPANIES


     With respect to certain countries, investments by Government Income Fund,
Strategic Income Fund, Growth & Income Fund, and the Portfolio presently may be
made only by acquiring shares of other investment companies (including
investment vehicles or companies advised by AIM or its affiliates) with local
governmental approval to invest in those countries. At such time as direct
investment in these countries is allowed, Government Income Fund, Strategic
Income Fund, Growth & Income Fund, and the Portfolio anticipate investing
directly in these markets.



     Government Income Fund, Strategic Income Fund, Growth & Income Fund, and
the Portfolio may invest in other investment companies to the extent permitted
by the 1940 Act, and the rules and regulations thereunder, and if applicable,
exemptive orders granted by the SEC. The following restrictions apply to
investments in other investment companies other than Affiliated Money Market
Funds: (i) Government Income Fund, Strategic Income Fund, Growth & Income Fund,
and the Portfolio may not purchase more than 3% of the total outstanding voting
stock of another investment company; (ii) Government Income Fund, Strategic
Income Fund, Growth & Income Fund, and the Portfolio may not invest more than 5%
of its total assets in securities issued by another investment company; and
(iii) Government Income Fund, Strategic Income Fund, Growth & Income Fund, and
the Portfolio may not invest more than 10% of its total assets in securities
issued by other investment companies other than Affiliated Money Market Funds.
With respect to Government Income Fund's, Strategic Income Fund's, Growth &
Income Fund's, and the Portfolio's purchase of shares of another investment
company, including Affiliated Money Market Funds, Government Income Fund,
Strategic Income Fund, Growth & Income Fund, and the Portfolio will indirectly
bear its proportionate share of the advisory fees and other operating expenses
of such investment company. Government




                                       14
<PAGE>   346


Income Fund, Strategic Income Fund, Growth & Income Fund, and the Portfolio have
obtained an exemptive order from the SEC allowing them to invest in Affiliated
Money Market Funds, provided that investments in Affiliated Money Market Funds
do not exceed 25% of the total assets of such Fund.


DEPOSITARY RECEIPTS

     Growth & Income Fund may hold equity securities of foreign issuers in the
form of American Depositary Receipts ("ADRs"), American Depositary Shares
("ADSs"), Global Depositary Receipts ("GDRs") and European Depositary 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 Depositary 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.

SAMURAI AND YANKEE BONDS

     Government Income Fund, 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 Government Income Fund,
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.


                                       15
<PAGE>   347

WARRANTS OR RIGHTS

     Warrants or rights may be acquired by Government Income Fund, Strategic
Income Fund, Growth & 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. 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, Government Income Fund,
Strategic Income Fund, Growth & 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 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 the Fund's
investment program and regulatory agencies, and as approved by the Board,
"marked to market" on a daily basis. The collateral for such loans, if received
in cash, may be held in investment vehicles with investment objectives and
policies similar to those of money market funds or limited duration income funds
(longer maturities than may be held by money market funds), advised by the
Advisor or its affiliates or by unaffiliated advisors. The Funds may pay a fee
to the Advisor of such investment vehicles for its services. Government Income
Fund, Strategic Income Fund, Growth & Income Fund and the Portfolio may pay
reasonable administrative and custodial fees in connection with loans of its
securities. While the securities loan is outstanding, Government Income Fund,
Strategic Income Fund, Growth & 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. Government Income Fund, Strategic Income Fund, Growth &
Income Fund and the Portfolio each will have a right to call each loan and
obtain the securities within the stated settlement period. Government Income
Fund, Strategic Income Fund, Growth & 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 AIM and/or the Sub-advisor to be of good standing and will not
be made unless, in the judgment of AIM and/or the Sub-advisor, the consideration
to be earned from such loans would justify the risk. The risks in lending
portfolio securities, as with other extension 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.


COMMERCIAL BANK OBLIGATIONS

     For the purposes of Strategic Income Fund's, Growth & 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 Strategic Income Fund, Growth & Income Fund and the Portfolio
to investment risks that are different in some respects from those of
investments in obligations of domestic issuers. Although Strategic Income Fund,
Growth & 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 Strategic Income Fund, Growth & Income 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.



                                       16
<PAGE>   348

REPURCHASE AGREEMENTS


     A repurchase agreement is a transaction in which Government Income Fund,
Strategic Income Fund, Growth & Income Fund or the 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 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 Government Income Fund,
Strategic Income Fund, Growth & Income Fund or the Portfolio if the other party
to the repurchase agreement becomes bankrupt, Government Income Fund, Strategic
Income Fund, Growth & Income Fund and the Portfolio intend to enter into
repurchase agreements only with banks and broker/dealers believed by Aim and/or
the Sub-advisor to present minimal credit risks in accordance with guidelines
approved by the Trust's or the Portfolio's Board of Trustees. AIM and/or the
Sub-advisor review and monitor the creditworthiness of such institutions under
the Board's general supervision.

     Government Income Fund, Strategic Income Fund, Growth & 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, Government
Income Fund, Strategic Income Fund, Growth & 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 Government Income
Fund's, Strategic Income Fund's, Growth & Income Fund's or the Portfolio's
ability to sell the collateral and Government Income Fund's, Strategic Income
Fund, Growth & 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, Government Income Fund, Strategic
Income Fund, Growth & Income Fund and the Portfolio intend to comply with
provisions under such Code that would allow the immediate resale of such
collateral. Government Income Fund and Growth & Income 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 each Fund's total assets would be invested in such
repurchase agreements and other illiquid investments and securities for which no
readily available market exists. There is no limitation on the amount of the
Growth & Income Fund's assets that may be subject to repurchase agreements at
any time.


BORROWING, REVERSE REPURCHASE AGREEMENTS AND "ROLL" TRANSACTIONS


     Government Income Fund's, Strategic Income Fund's, Growth & Income Fund's
and the Portfolio's borrowings will not exceed 33 1/3% of the Fund's or the
Portfolio's respective total assets, i.e., Government Income Fund's, Strategic
Income Fund's, Growth & Income Fund's or the Portfolio's respective total assets
at all times will equal at least 300% of the amount of outstanding borrowings.
If market fluctuations in the value of Government Income Fund's, Strategic
Income Fund's, Growth & Income Fund's or the Portfolio's holdings or other
factors cause the ratio of Government Income Fund's, Strategic Income Fund's,
Growth & Income Fund's or the Portfolio's total assets to outstanding borrowings
to fall below 300%, within three days (excluding Sundays and holidays) of such
event the respective Fund or the 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. Government Income Fund,
Strategic Income Fund, Growth & 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 Government Income Fund, Strategic
Income Fund, Growth & Income 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. Government Income Fund and Growth & Income Fund will not
purchase securities while borrowings in excess of 5% of total assets are
outstanding.



                                       17
<PAGE>   349



     Government Income Fund's, Strategic Income Fund's, Growth & Income Fund's
and the Portfolio's fundamental investment limitations permit them to borrow
money for leveraging purposes. Government Income Fund, Strategic Income Fund and
Growth & Income Fund, however, currently are 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 Trust's Board of Trustees. A Fund or Portfolio will borrow for
investment purposes only when AIM and/or the Sub-advisor believe that such
borrowings will benefit the Fund 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. If 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 Portfolio's net asset value. When the income and
gains on securities purchased with the proceeds of borrowings exceed the costs
of such borrowings, Government Income Fund's, Strategic Income Fund's, Growth &
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. Each Fund and the
Portfolio expects that some of its borrowings may be made on a secured basis.

     Government Income Fund, Strategic Income Fund, Growth & Income Fund and the
Portfolio may enter into reverse repurchase agreements. A reverse repurchase
agreement is a borrowing transaction in which Government Income Fund, Strategic
Income Fund, Growth & Income 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. Government Income Fund, Strategic Income
Fund, Growth & Income Fund and the Portfolio also may engage in "roll" borrowing
transactions which involve Government Income Fund's, Strategic Income Fund's,
Growth & Income Fund's or the Portfolio's sale of Government National Mortgage
Association certificates or other securities together with a commitment (for
which Government Income Fund, Strategic Income Fund, Growth & Income Fund or the
Portfolio may receive a fee) to purchase similar, but not identical, securities
at a future date. Government Income Fund, Strategic Income Fund, Growth & Income
Fund and the Portfolio will segregate liquid assets 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.


     Reverse repurchase agreements involve the risk that the market value of the
securities regained in lieu of sale by the Portfolio may decline below the price
of the securities Government Income Fund, Strategic Income Fund, Growth & Income
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 the Portfolio's obligation to
repurchase the securities, and the Portfolio's use of the proceeds of the
reverse repurchase agreement may effectively be restricted pending such
decision.


     Growth & Income Fund, Strategic Income Fund, Government Income Fund and the
Portfolio also may enter into "dollar rolls," in which the Fund 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, Growth & Income Fund,
Strategic Income Fund, Government Income Fund and the Portfolio would forego
principal and interest paid on such securities. Growth & Income Fund, Strategic
Income Fund, Government Income Fund and 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.

     Reverse repurchase agreements and dollar rolls will be treated as
borrowings and will be deducted from Government Income Fund's, Strategic Income
Fund's, Growth & Income Fund's, and the Portfolio's respective assets for
purposes of calculating compliance with the Funds' and the Portfolio's
respective borrowing limitations.




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<PAGE>   350


ZERO COUPON SECURITIES

     Government Income Fund, Strategic Income Fund, and the Portfolio may invest
in certain zero coupon securities that are "stripped" U.S. Treasury notes and
bonds. Government Income Fund, Strategic Income Fund and the Portfolio 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 Funds' incomes. Accordingly,
for a Fund to continue to qualify for tax treatment as a regulated investment
company and to avoid a certain excise tax (see "Dividends, Distributions and Tax
Matters" below), it may be required to distribute an amount that is greater than
its share of the total amount of cash it actually receives. These distributions
must be made from the Funds' cash assets or, if necessary, from the proceeds of
sales of portfolio securities. Government Income Fund, Strategic Income Fund and
the Portfolio will not be able to purchase additional income-producing
securities with cash used to make such distributions, and their respective
current incomes 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


     Government Income Fund, 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 the Funds that is comparable to owning a Japanese government bond, AIM
and/or the Sub-advisor might purchase futures contracts on Japanese governmental
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. AIM and/or the Sub-advisor might roll over the futures and
forward currency contract positions before taking delivery in order to continue
the Funds' investment position, or AIM and/or the Sub-advisor 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.

     AIM and/or the Sub-advisor would create synthetic security positions for
the Funds when they believe that they 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 AIM and/or the Sub-advisor 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, the Funds 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 Currency Strategies," below.


SWAPS, CAPS, FLOORS, AND COLLARS

     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. Strategic Income Fund and the Portfolio expect
to enter into these transactions primarily to preserve a return or spread on




                                       19
<PAGE>   351


a particular investment or portion of its portfolio, to protect against currency
fluctuations, as a technique for managing their respective portfolios' duration
(i.e., price sensitivity to changes in interest rates) or to protect against any
increase in the price of securities the Funds anticipate purchasing at a later
date. Strategic Income 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 Funds may be obligated to pay.

     Interest rate swaps involve the exchange by either of the Funds 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 leased 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

     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. 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 Funds 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. Strategic Income Fund and the Portfolio
will not purchase such commercial paper for speculation.

OTHER INDEXED SECURITIES

     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.
Government Income Fund, Strategic Income Fund and the Portfolio may invest in
such securities to the extent consistent with their respective investment
objectives.

SHORT SALES

     Government Income Fund, Strategic Income Fund, Growth & 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. Government Income Fund, Strategic Income Fund, Growth &
Income Fund and the



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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. Government Income Fund, Strategic Income
Fund, Growth & 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, Government Income Fund, Strategic Income Fund, Growth & 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. Government Income Fund, Strategic
Income Fund, Growth & 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.


     Government Income Fund, Strategic Income Fund, Growth & Income Fund and the
Portfolio might make a short sale "against the box" in order to hedge against
market risks when AIM and/or the Sub-advisor believe that the price of a
security may decline, causing a decline in the value of a security owned by
Government Income Fund, Strategic Income Fund, Growth & Income Fund or the
Portfolio or a security convertible into or exchangeable for such security. In
such case, any future losses in Government Income Fund's, Strategic Income
Fund's, Growth & Income Fund's 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.



                    OPTIONS, FUTURES AND CURRENCY STRATEGIES

OPTIONS, FUTURES, AND FORWARD CURRENCY TRANSACTIONS

     Each Fund and the Portfolio may 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). Each Fund and the Portfolio may enter into such instruments up to
the full value of its portfolio assets.

     To attempt to hedge against adverse movements in exchange rates between
currencies, a Fund or 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. A Fund or the Portfolio
may enter into forward currency contracts either with respect to specific
transactions or with respect to a 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 a Fund's or the Portfolio's portfolio against movements in
exchange rates.



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     In addition, each Fund and the 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 the Fund or that AIM and/or the Sub-advisor
intend to include in a Fund's or the Portfolio's portfolio. Each Fund and the
Portfolio 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. To attempt to increase return, Growth & Income Fund may write
call options on securities. This strategy will be employed only when, in the
opinion of the Sub-advisor, the size of the premium Growth & Income Fund
receives for writing the option is adequate to compensate Growth & Income Fund
against the risk that appreciation in the underlying security may not be fully
realized if the option is exercised. Growth & Income Fund also is authorized to
write put options to attempt to enhance return, although it does not have the
current intention of so doing.


     Further, each Fund 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 a specific market sector decline that could
adversely affect a Fund's or the Portfolio's portfolio. Each Fund 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. Similarly, a Fund or the 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.

SPECIAL RISKS OF OPTIONS, FUTURES AND CURRENCY STRATEGIES

     Although a Fund or the Portfolio is authorized to enter into options,
futures and forward currency transactions, it might not enter into any such
transactions. 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 AIM
     and/or the Sub-advisor'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 AIM and
     the Sub-advisor are 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
     Government Income Fund, Strategic Income Fund, Growth & Income Fund or the
     Portfolio entered into a short hedge because AIM and/or the Sub-advisor
     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, Government Income Fund, Strategic Income Fund, Growth &
     Income Fund or the Portfolio could suffer a loss. In either such case,
     Government Income Fund, Strategic Income




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<PAGE>   354

     Fund, Growth & Income Fund or the Portfolio would have been in a better
     position had it not hedged at all.

               (4)  There is no assurance that a liquid secondary market will
     exist for any particular option, futures contract or option thereon at any
     particular time.

               (5)  As described below, Government Income Fund, Strategic Income
     Fund, Growth & Income 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


     Government Income Fund, Strategic Income Fund, Growth & 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 AIM and/or the Sub-advisor 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 Government Income Fund, Strategic Income Fund, Growth
& 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.

     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, Government Income Fund, Strategic Income Fund, Growth & 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. Government Income Fund, Strategic
Income Fund, Growth & 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
Government Income Fund's, Strategic Income Fund's, Growth & Income Fund's and
the Portfolio's fundamental investment policies that limit the pledging or
mortgaging of their assets.



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<PAGE>   355

     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 Government Income Fund, Strategic Income Fund, Growth &
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, AIM and/or the Sub-advisor
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, the Growth & 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.

     Government Income Fund, Strategic Income Fund, Growth & 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

     Government Income Fund, Strategic Income Fund, Growth & 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 AIM and/or the Sub-advisor wish 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 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.




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     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

     Government Income Fund, Strategic Income Fund, Growth & Income Fund and the
Portfolio may purchase put options on securities, indices and currencies. As the
holder of a put option, Government Income Fund, Strategic Income Fund, Growth &
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. Government Income Fund, Strategic
Income Fund, Growth & 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.

     Government Income Fund, Strategic Income Fund, Growth & 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

     Government Income Fund, Strategic Income Fund, Growth & 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.



                                       25
<PAGE>   357

     Government Income Fund, Strategic Income Fund, Growth & 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.

     Aggregate premiums paid for put and call options will not exceed 5% of
Government Income Fund's, Strategic Income Fund's, Growth & Income Fund's or the
Portfolio's total assets at the time of purchase.

     Government Income Fund, Strategic Income Fund, Growth & 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 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



                                       26
<PAGE>   358

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 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


                                       27
<PAGE>   359


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, CURRENCY AND STOCK INDEX FUTURES CONTRACTS

     Government Income Fund, Strategic Income Fund, Growth & Income Fund or the
Portfolio may enter into interest rate or currency futures contracts, including
futures contracts on indices of debt and equity securities, ("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 or the Portfolio. Government Income Fund's, Strategic
Income Fund's, Growth & 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.

     Government Income Fund, Strategic Income Fund, Growth & 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 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, the Growth & Income Fund or the Portfolio realizes a
gain; if it is more, the Government Income Fund, the Strategic Income Fund, the
Growth & Income Fund or the Portfolio realizes a loss. Conversely, if the
offsetting sale price is more than the original purchase price, Government
Income Fund, Strategic Income Fund, Growth & Income Fund or the Portfolio
realizes a gain; if it is less, Government Income Fund, Strategic Income Fund,
Growth & 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



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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 Government
Income Fund, Strategic Income Fund, Growth & Income Fund or the Portfolio.

     Government Income Fund's, Strategic Income Fund's, Growth & 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 Government Income Fund, Strategic Income Fund, Growth & 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.

     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



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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.



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     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 total assets 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 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 Trust's 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. Government
Income Fund, Strategic Income Fund, Growth & 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. Government Income Fund, Strategic Income Fund,
Growth & 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 Trust's or the Portfolio's Board of
Trustees, as applicable.

     Government Income Fund, Strategic Income Fund, Growth & 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



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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.

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 AIM and/or the Sub-advisor
believe 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



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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

     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 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. 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-advisor, Strategic Income Fund and 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.] 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 or S&P, or has an equivalent rating from a nationally
recognized statistical rating organization or is determined to be of equivalent
credit quality by AIM and/or the Sub-advisor. 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.

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<PAGE>   365


                                  RISK FACTORS

NON-DIVERSIFIED CLASSIFICATION

     The Funds and the Portfolio are classified as "non-diversified" funds under
the 1940 Act. As a result, the Funds and the Portfolio will be able to invest in
a fewer number of issuers than if they were classified as "diversified" funds
under the 1940 Act. To the extent that the Funds and the Portfolio invest in a
smaller number of issuers, the value of the Funds' and the Portfolio's shares
may fluctuate more widely and the Funds and the Portfolio may be subject to
greater investment and credit risk with respect to the portfolio.

ILLIQUID SECURITIES

     Government Income Fund, Strategic Income Fund, Growth & 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.

     With respect to liquidity determinations generally, the Trust's or the
Portfolio's Board of Trustees 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




                                       34
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illiquid. The Board has delegated the function of making day-to-day
determinations of liquidity to AIM and/or the Sub-advisor in accordance with
procedures approved by the Board. AIM and/or the Sub-advisor take 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). AIM and/or
the Sub-advisor will monitor the liquidity of securities held by each Fund and
the Portfolio and report periodically on such decisions to the Trust's or the
Portfolio's Board of Trustees. 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, AIM and/or the Sub-advisor 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,
confiscatory taxation or other confiscation by any country, either a Fund or the
Portfolio could lose its entire investment in any such country. Economies in
emerging markets 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.

     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 Government Income Fund,
Strategic Income Fund, Growth & 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



                                       35
<PAGE>   367

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.
Government Income Fund, Strategic Income Fund, Growth & 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 Government Income
Fund, Strategic Income Fund, Growth & 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 available information concerning most foreign issuers of securities held
by Government Income Fund, Strategic Income Fund, Growth & 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, AIM and/or the Sub-advisor 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. Many of the currencies in emerging markets
countries have experienced steady devaluations relative to the U.S. dollar and
major devaluations have historically occurred in certain countries.


     On January 1, 1999, certain members of the European Economic and Monetary
Union ("EMU"), namely Austria, Belgium, Finland, France, Germany, Ireland,
Italy, Luxembourg, the Netherlands, Portugal, and Spain established a common
European currency known as the "euro" and each member's local currency became a
denomination of the euro. It is anticipated that each participating country will
replace its local currency with the euro on July 1, 2002. Any other European
country that is a member of the European Union and satisfies the criteria for
participation in the EMU may elect to participate in the EMU



                                       36
<PAGE>   368


and may supplement its existing currency with the euro. The anticipated
replacement of existing currencies with the euro on July 1, 2002 could cause
market disruptions before or after July 1, 2002 and could adversely affect the
value of securities held by a Fund.


     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. AIM and/or the Sub-advisor
will consider such difficulties when determining the allocation of each Fund's
or the Portfolio's assets, although AIM and the Sub-advisor do 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 charge
higher custody fees than those attributable to domestic investing and 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.

     The risk 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 to suspend redemption of its shares for any period
during which an emergency exists, as determined by the SEC. Accordingly, if the
Fund 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 Fund's
identification of such conditions until the date of SEC action, the portfolio
securities of the Fund in the affected markets will be valued at fair value as
determined in good faith by or under the direction of the Trust's Board of
Trustees.

     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 "Dividends,
Distributions and Tax Matters" herein.



                                       37
<PAGE>   369

     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") (Austria,
Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg,
Netherlands, Portugal, Spain, Sweden and the United Kingdom) eliminated certain
import tariffs and quotas and other trade barriers with respect to one another
over the past several years. AIM and the Sub-advisor believe 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



                                       38
<PAGE>   370

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 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. Strategic Income Fund,
Growth & Income Fund, Government 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. Similarly, for Growth & Income Fund, investing in the
equity securities of companies in emerging markets entails additional risks.
These risks affecting debt and equity investments in emerging markets 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 Funds' 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. Because of the special risks associated with investing in emerging
markets, an investment in the Fund should be considered speculative.

                                       39
<PAGE>   371

     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.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES

     Government Income Fund and Strategic Income Fund may invest in
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 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.

LOWER QUALITY DEBT SECURITIES

     Under normal market conditions the Strategic Income Fund may invest up to
65%, and the Portfolio may invest up to 100%, of their respective total assets
in debt securities rated below investment grade. 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, D,
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 issue 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, 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 conditions may be better or worse than a rating
indicates.



                                       40
<PAGE>   372
     The marked 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 Strategic Income Fund and the Portfolio. If an issuer exercises
these provisions in a declining interest rate market, Strategic Income Fund and
the Portfolio may have to replace the security with a lower yielding security,
resulting in a decreased return for investors. In addition, 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 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 Strategic Income Fund and the
Portfolio to obtain accurate market quotations for purposes of valuing the
securities in the portfolios of 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. 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 the respective net asset values of the Funds. 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.
Strategic Income Fund and the Portfolio also may incur additional expenses to
the extent they are required to seek recovery upon a default in the payment of
principal or interest on its portfolio holdings, and Strategic Income 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, 1999, the Strategic Income Fund and the Portfolio had
86.84% and 29.72%, respectively, of their total net assets in debt securities
that received a rating from Standard & Poor's and 8.14% and 63.16%,
respectively, of their total net assets in debt securities that were not so
rated. In addition, the Strategic Income Fund had 0.005% in cash and 5.87% in
net payables. The Portfolio had 0.00% in cash and 3.18% in net receivables. The
Strategic Income Fund and the Portfolio had 86.84% and 29.72%, respectively, of
their total net assets invested in rated securities in the following rating
categories: AAA--20.86% and--0.00%; AA---0.89% and 0.00%; A--1.41% and 0.00%;
A-1--0.00% and




                                       41
<PAGE>   373

0.00%; BBB---9.20% and 1.13%; BBB---2.67% and 6.75%; BB+--1.35% and 3.31%;
BB--6.34% and 10.46%; BB---2.26% and 3.24%; B+--9.16% and 3.74%; B--14.97% and
1.09%; B---[ ]% and 0.00%; CCC+--0.42% and 0.00%; CC--0.00% and 0.00%. Included
in the unrated category are securities held by the Fund or the Portfolio which,
while unrated, have been determined by AIM and/or the Sub-advisor to be of
comparable quality to rated securities. It should be noted that the allocation
of the investments of the Fund and the Portfolio by rating on any given date
will vary and should not be considered representative of the future composition
of the Fund or the Portfolio.


                             INVESTMENT LIMITATIONS

     Each Fund and the Portfolio has adopted the following investment
limitations as fundamental policies which may not be changed without approval by
a majority of the outstanding shares of the Fund or Portfolio, as applicable.
Whenever Emerging Markets Debt 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.


EMERGING MARKETS DEBT FUND AND THE PORTFOLIO

          Emerging Markets Debt 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.



                                       42
<PAGE>   374


     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 Emerging Markets Debt Fund and the
Portfolio are not fundamental policies and may be changed by vote of the Trust's
Board of Trustees or the Portfolio's Board of Trustees without shareholder
approval. The Fund and the Portfolio each may not:

               (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), except that the Fund or the Portfolio may purchase
          securities of Affiliated Money Market Funds to the extent permitted by
          exemptive order;

               (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), except that the Fund or the Portfolio may
          purchase securities of Affiliated Money Market Funds to the extent
          permitted by exemptive order;

               (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.




                                       43
<PAGE>   375

GOVERNMENT INCOME FUND

          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 Government Income Fund are not
fundamental policies and may be changed by vote of the Trust's Board of Trustees
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, except that the Fund may



                                       44
<PAGE>   376



     purchase securities of Affiliated Money Market Funds to the extent
     permitted by exemptive order;


               (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.

GROWTH & INCOME FUND

         Growth & 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



                                       45
<PAGE>   377


               (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 Growth & Income Fund, Growth
& Income 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 Growth & Income Fund are not
fundamental policies and may be changed by vote of the Trust'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, except that the Fund may purchase securities of Affiliated Money
     Market Funds to the extent permitted by exemptive order;

               (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.




                                       46


<PAGE>   378
STRATEGIC INCOME FUND

         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 Strategic Income Fund are not
fundamental policies and may be changed by vote of the Trust's Board of
Trustees 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 may invest all of its investable
         assets in an open-end management investment company with substantially
         the same investment



                                      47
<PAGE>   379




         objectives, policies, and limitations as the Fund), except that the
         Fund may purchase securities of Affiliated Money Market Funds to the
         extent permitted by exemptive order;

                  (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), except
         that the Fund may purchase securities of Affiliated Money Market Funds
         to the extent permitted by exemptive order;


                  (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




                                      48


<PAGE>   380


     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 each Fund's Prospectus for further information
about each Fund's respective investment objectives, which may not be changed
without the approval of the Fund's shareholders and its corresponding
Portfolio's investment objectives, which may be changed without the approval of
the Portfolio's shareholders, and other investment policies and techniques,
which may be changed without shareholder approval.


                      EXECUTION OF PORTFOLIO TRANSACTIONS


     Subject to policies established by the Trust's and the Portfolio's Board
of Trustees, AIM and/or the Sub-advisor are responsible for the execution of
Government Income Fund's, Strategic Income Fund's, Growth & Income Fund's 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, AIM and/or the Sub-advisor seek the best net results
for Government Income Fund, Strategic Income Fund, Growth & Income Fund 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 AIM and/or the Sub-advisor generally seek 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, AIM and/or
the Sub-advisor 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 AIM and/or the Sub-advisor for their use in managing the Funds and
the Portfolio and their other advisory accounts. Such services may include
furnishing analyses, reports and information concerning issuers, industries,
securities, geographic regions,






                                      49

<PAGE>   381








economic factors and trends, portfolio strategy, and performance of accounts;
and effecting securities transactions and performing functions incidental
thereto (such as clearance and settlement). Broker/dealers may communicate such
information electronically, orally, in written form or on computer software.
Research and brokerage services received from such brokers are in addition to,
and not in lieu of, the services required to be performed by AIM and/or the
Sub-advisor 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 AIM
and/or the Sub-advisor determine in good faith that such commission is
reasonable in terms either of that particular transaction or the overall
responsibility of AIM and/or the Sub-advisor 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.

     Investment decisions for each Fund and the Portfolio and for other
investment accounts managed by AIM and/or the Sub-advisor 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 AIM and/or the Sub-advisor believe 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 Trust's and the Portfolio's Board of
Trustees, and subject to the policy of obtaining the best net results, AIM
and/or the Sub-advisor may consider a broker/dealer's sale of the shares of the
Funds and the other funds for which AIM or the Sub-advisor 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.


     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 ADRs, ADSs, CDRs, GDRs or EDRs or securities convertible into foreign
equity securities. ADRs, ADSs, CDRs, GDRs 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 may engage in certain principal and agency transactions with
banks and their affiliates that own 5% or more of the outstanding voting
securities of a Fund, provided the conditions of an exemptive order received by
the Funds from the SEC are met. In addition, a Fund may purchase or sell a
security from or to another AIM Fund or account provided the Funds follow
procedures adopted by the Boards of Directors/Trustees of the various AIM
Funds, including the Trust. These inter-fund transactions





                                    50



<PAGE>   382


do not generate brokerage commissions but may result in custodial fees or taxes
or other related expenses.


     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-advisor. The
Trust'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, 1999, 1998 and 1997, the Emerging Markets Debt Portfolio paid
aggregate brokerage commissions of $0, $0 and $0, respectively. For the fiscal
years ended October 31, 1999, 1998 and 1997, Government Income Fund paid
aggregate brokerage commissions of $0, $0 and $4,987, respectively. For the
fiscal years ended October 31, 1999, 1998 and 1997, Strategic Income Fund paid
aggregate brokerage commissions of $12,472, $933 and $6,177, respectively. For
the fiscal years ended October 31, 1999, 1998 and 1997, Growth & Income Fund
paid aggregate brokerage commissions of $989,553, $1,105,727 and $463,307,
respectively. For the fiscal year ended October 31, 1997, Growth & Income Fund
paid to LGT Bank in Liechtenstein, AG, which was an "affiliated" broker,
aggregate brokerage commissions of $12,262 for transactions involving purchases
and sales of portfolio securities which represented 2.65% of the total
brokerage commissions paid by the Fund and 2.94% of the aggregate dollar amount
of transactions involving payment of commissions by the Fund.


PORTFOLIO TRADING AND TURNOVER


     Each Fund and the Portfolio engages in portfolio trading when AIM and/or
the Sub-advisor 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 AIM and/or the Sub-advisor believe 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 Emerging Markets Debt Portfolio, Government Income Fund, Growth &
Income Fund and Strategic Income Fund the last two fiscal years were as
follows:




<TABLE>
<CAPTION>

                                                                                YEAR ENDED       YEAR ENDED
                                                                                 OCT. 31,         OCT. 31,
                                                                                   1999             1998
                                                                                   ----             ----

         <S>                                                                    <C>              <C>
         Emerging Markets Debt Portfolio.................................          336%             339%
         Government Income Fund..........................................          110%             305%
         Growth & Income Fund............................................           89%              92%
         Strategic Income Fund...........................................          235%             306%
</TABLE>





                                      51


<PAGE>   383




                                   MANAGEMENT



     The Trust's Board of Trustees has overall responsibility for the operation
of the Funds. The Trust's Board of Trustees has approved all significant
agreements between the Trust on the one side and persons or companies
furnishing services to the Fund on the other, including the investment
management and administration agreement with AIM, the investment sub-advisory
agreement between AIM and the Sub-advisor, the agreements with AIM Distributors
regarding distribution of the Fund's shares, the custody agreement and the
transfer agency agreement. The day-to-day operations of the Fund are delegated
to the officers of the Trust, subject always to the investment objectives and
policies of the Fund and to the general supervision of the Trust's Board of
Trustees. Certain trustees and officers of the Trust are affiliated with AIM
and AIM Management Group Inc. ("AIM Management"), the parent corporation of
AIM.


TRUSTEES AND EXECUTIVE OFFICERS

     The Trust's and the Portfolio's Trustees and Executive Officers are listed
below. Unless otherwise indicated, the address of each Executive Officer is 11
Greenway Plaza, Suite 100, Houston, Texas 77046.


<TABLE>
<CAPTION>
======================================= ================= ==============================================================

                                           POSITIONS
        NAME, ADDRESS AND AGE              HELD WITH                  PRINCIPAL OCCUPATION WITH REGISTRANT
                                           REGISTRANT
- --------------------------------------- ----------------- --------------------------------------------------------------

<S>                                     <C>               <C>
*ROBERT H. GRAHAM (53)                  Trustee,          Director,   President  and  Chief  Executive  Officer,  A I M
                                        Chairman and      Management    Group,    Inc.;    Director   and    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;  and
                                                          Director  and  Chief  Executive  Officer,  Managed  Products,
                                                          AMVESCAP PLC.
- --------------------------------------- ----------------- --------------------------------------------------------------

C. DEREK ANDERSON (58)                  Trustee           Senior Managing Partner,  Plantagenet Capital Management, LLC
220 Sansome Street                                        (an  investment   partnership);   Chief  Executive   Officer,
Suite 400                                                 Plantagenet Holdings,  Ltd. (an investment banking firm); and
San Francisco, CA 94104                                   Director, Premium Wear, Inc. (formerly Munsingwear,  Inc.) (a
                                                          casual apparel  company),"R"  Homes, Inc., Big Online,  Inc.,
                                                          Champagne  Albert Le Brun and various other  privately  owned
                                                          companies.
- --------------------------------------- ----------------- --------------------------------------------------------------

FRANK S. BAYLEY (60)                    Trustee           Partner,   law  firm  of  Baker  &  McKenzie;   Director  and
Two Embarcadero Center                                    Chairman,   C.D.   Stimson  Company  (a  private   investment
Suite 2400                                                company) and,  Stimson  Marina,  Inc.  (a  subsidiary  of C.D.
San Francisco, CA 94111                                   Stimson Company); and Trustee, The Badgley Funds.
- --------------------------------------- ----------------- --------------------------------------------------------------
</TABLE>

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

*    a trustee who is an "intersted person" of the Trust and A I M Advisors,
     Inc. as defined in the 1940 Act.


                                      52

<PAGE>   384




<TABLE>

<S>                                     <C>               <C>
RUTH H. QUIGLEY (65)                    Trustee           Private investor;  and President,  Quigley Friedlander & Co.,
1055 California Street                                    Inc. (a financial advisory services firm) from 1984 to 1986.
San Francisco, CA 94108

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

SAMUEL D. SIRKO (40)                    Vice President    Vice  President,  Assistant  General  Counsel  and  Assistant
                                        and Secretary     Secretary,   A I M  Advisors,  Inc.;  and  Assistant  General
                                                          Counsel  and  Assistant  Secretary,  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.
- --------------------------------------- ----------------- --------------------------------------------------------------

MELVILLE B. COX (56)                    Vice President    Vice President and Chief Compliance Officer,  A I M Advisors,
                                                          Inc.,  A I M Capital  Management,  Inc.,  A I M Distributors,
                                                          Inc., A I M Fund Services, Inc. and Fund Management Company.
- --------------------------------------- ----------------- --------------------------------------------------------------

GARY T. CRUM (52)                       Vice President    Director  and  President,  A I M  Capital  Management,  Inc.;
                                                          Director  and  Executive  Vice  President,  A I M  Management
                                                          Group  Inc.;  Director  and  Senior  Vice  President,   A I M
                                                          Advisors,  Inc.; and Director,  A I M Distributors,  Inc. and
                                                          AMVESCAP PLC.
- --------------------------------------- ----------------- --------------------------------------------------------------

CAROL F. RELIHAN (45)                   Vice President    Director,   Senior  Vice   President,   General  Counsel  and
                                                          Secretary,  A I M  Advisors,  Inc.;  Senior  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 (41)                     Vice President    Vice President and Fund  Controller,  A I M  Advisors,  Inc.;
                                        and Treasurer     and Assistant  Vice President and Assistant  Treasurer,  Fund
                                                          Management Company.
======================================= ================= ==============================================================
</TABLE>





     The Board of Trustees has a Nominating and Audit Committee, composed of
Miss Quigley (Chairman) and Messrs. Anderson and Bayley, which is responsible
for nominating persons to serve as Trustees, reviewing audits of the Trust and
its funds and recommending firms to serve as independent auditors of the Trust.
All of the Trust's Trustees also serve as directors or trustees





                                      53



<PAGE>   385







of some or all of the other investment companies managed, administered or
advised by AIM. All of the Trust's Executive Officers hold similar offices with
some or all of the other investment companies managed, administered or advised
by AIM.


     Each Trustee who is not a trustee, officer or employee of AIM and/or the
Sub-advisor or any affiliated company is paid an annual retainer component plus
a per-meeting fee component, 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 Trust. For the fiscal
year ended October 31, 1999, Mr. Anderson, Mr. Bayley, Mr. Arthur C. Patterson
(a trustee until September 27, 1999, when he retired) and Miss Quigley, who are
not trustees, officers, or employees of the Sub-advisor or any affiliated
company, received total compensation of $50,353, $51,376, $45,584 and $51,376,
respectively, from the Trust for their services as Trustees. For the fiscal
year ended October 31, 1999, Mr. Anderson, Mr. Bayley, Mr. Arthur C. Patterson
and Miss Quigley, who are not trustees, officers or employees of the
Sub-advisor or any other affiliated company, received total compensation of
$101,833, $103,833, $93,583 and $103,083, respectively, from the investment
companies managed or administered by AIM and sub-advised by the Sub-advisor for
which he or she serves as a Trustee. Fees and expenses disbursed to the
Trustees contained no accrued or payable pension or retirement benefits.


INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES


     AIM, 11 Greenway Plaza, Suite 100, Houston, Texas 77046, was organized in
1976 and, together with its subsidiaries, manages or advises approximately 120
investment portfolios encompassing a broad range of investment objectives.
INVESCO Asset Management Limited, 11 Devonshire Square, London, EC2M 4YR,
England, has provided investment management and/or administrative services to
pension funds, insurance funds, index funds, unit trusts, offshore funds and a
variety of institutional accounts since 1967. AIM, the Sub-advisor and their
worldwide asset management affiliates provide investment management and/or
administrative services to institutional, corporate and individual clients
around the world.


     AIM is a direct, wholly owned subsidiary of AIM Management, a holding
company that has been engaged in the financial services business since 1976.
AIM is also the sole shareholder of the Funds' principal underwriter, AIM
Distributors.


     AIM Management, AIM and the Sub-Advisor are indirect wholly owned
subsidiaries of AMVESCAP PLC, 11 Devonshire Square, London, EC2M 4YR, England.
AMVESCAP PLC and its subsidiaries are an independent 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. Certain directors and officers of AIM are also executive
officers of the Trust and their affiliations are shown under "Management"
herein.

     In addition to the investment resources of their Houston and London
offices, AIM and the Sub-advisor draw upon the expertise, personnel, data and
systems of other offices in Atlanta, Boston, Dallas, Denver, Louisville, Miami,
New York, Portland (Oregon), Frankfurt, Hong Kong, Singapore, Sydney, Tokyo and
Toronto. In managing the Funds and the Portfolio, AIM and the Sub-advisor
employ a team approach, taking advantage of their investment resources around
the world.


     Under an investment management and administration contract between the
Trust and AIM ("Trust Advisory Agreement"), AIM serves as the investment
manager and administrator for Government



                                      54



<PAGE>   386

Income Fund, Strategic Income Fund and Growth & Income Fund. AIM also serves as
the Portfolio's investment manager and administrator under an Investment
Management and Administration Contract between the Portfolio and AIM ("Portfolio
Advisory Agreement"). AIM became investment manager and administrator to the
Funds and the Portfolio effective June 1, 1998. Prior to that date, Chancellor
LGT Asset Management, Inc. served as investment manager and administrator.

     For these services, each Fund pays AIM investment management and
administration fees, computed daily and paid monthly, based on its average
daily net assets. With respect to Growth & Income Fund, AIM's fee is calculated
at the annualized rate of 0.975% on the first $500 million, 0.95% on the next
$500 million, 0.925% on the next $500 million and 0.90% on the amounts
thereafter. With respect to Government Income Fund and Strategic Income Fund,
AIM's fee is calculated at the annualized rate of 0.725% on the first $500
million, 0.70% on the next $1 billion, 0.675% on the next $1 billion and 0.65%
on amounts thereafter. With respect to the Portfolio, AIM's fee is calculated
at the annualized rate of 0.475% on the first $500 million, 0.45% on the next
$1 billion, 0.425% on the next $1 billion and 0.40% on amounts thereafter, plus
a fee equal to 2% of the Portfolio's total investment income 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 that during any fiscal year this amount will not exceed 2% of the
Portfolio's total investment income. Out of the aggregate fees payable by each
Fund, AIM pays Sub-advisor, sub-advisory 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. The
Funds pay all expenses not assumed by AIM, the Sub-advisor, AIM Distributors or
other agents. AIM has undertaken to limit Emerging Markets Debt Fund's,
Government Income Fund's and Growth & Income Fund's expenses (exclusive of
brokerage commissions, taxes, interest and extraordinary expenses) to the
annual rate of 1.75%, 2.40% and 2.40% of the average daily net assets of each
Fund's Class A, Class B and Class C shares, respectively, until June 30, 2000.
AIM has undertaken to limit Strategic Income Fund's expenses (exclusive of
brokerage commissions, taxes, interest and extraordinary expenses) to the
annual rate of 1.05%, 1.70% and 1.70% of the Fund's Class A, Class B and Class
C Shares, respectively until June 30, 2000.

     AIM may from time to time waive or reduce its fee. Voluntary fee waivers
or reductions may be rescinded at any time without further notice to investors.
During periods of voluntary fee waivers or reductions, AIM will retain its
ability to be reimbursed for such fee prior to the end of each fiscal year.
Contractual fee waivers or reductions set forth in the Fee Tables in a
Prospectus may not be terminated or amended to the Funds' detriment during the
period stated in the agreement between AIM and the Fund.

     For the fiscal years ended October 31, 1999, 1998 and 1997, each of the
named Funds and the Portfolio paid AIM and the prior manager and administrator
the following investment management and administration fees:



<TABLE>
                                              1999        1998        1997
                                           ---------   ----------  -----------
<S>                                       <C>           <C>        <C>
Government Income Fund................... $1,272,103   $1,823,161  $2,403,043
Growth & Income Fund.....................  7,315,050    7,885,054   6,900,695
Strategic Income Fund....................  1,749,758    2,691,901   3,474,804
Portfolio................................  1,199,895    3,009,607   4,107,638
</TABLE>



     INVESCO Asset Management Limited serves as the Portfolio's sub-advisor
under a Sub-advisory Agreement between AIM and INVESCO Asset Management Limited
("Portfolio Sub-Advisory Agreement") and as the sub-advisor for Government
Income Fund and Growth & Income Fund under a separate Sub-advisory Agreement
between AIM and INVESCO Asset Management Limited ("Fund Sub-Advisory
Agreement") and (together with the Portfolio Sub-Advisory Agreement and the
Fund Sub-Advisory Agreement, the Trust Advisory Agreement and the


                                      55


<PAGE>   387

Portfolio Advisory Agreement, the "Management Agreements"). INVESCO Asset
Management Limited, with respect to Government Income Fund, Growth & Income
Fund and the Portfolio, and INVESCO (NY), Inc., with respect to Strategic
Income Fund, became sub-advisors to the Funds and the Portfolio effective
June 1, 1998. Prior to that date, INVESCO Asset Management Limited's and INVESCO
(NY), Inc.'s predecessors served as sub-advisors. Sub-advisory arrangements
with respect to Strategic Income Fund were terminated effective February 11,
2000.

     With respect to Growth & Income, AIM pays the Sub-advisor sub-advisory
fees computed weekly and paid monthly based on average daily net assets, at the
annualized rate of 0.39% of the first $500 million, 0.38% on the next $500
million, 0.37% on the next $500 million and 0.36% on amounts thereafter. With
respect to the Portfolio and Government Income Fund, AIM pays the Sub-advisor
sub-advisory fees computed weekly and paid monthly based on average daily net
assets, at the annualized rate of 0.29% of the first $500 million, 0.28% on the
next $1 billion, 0.27% on the next $1 billion and 0.26% on amounts thereafter.

     For the fiscal years ended October 31, 1999, 1998 and 1997, AIM and the
former investment manager and administrator paid, with respect to the named
Funds and Portfolio, the respective sub-advisors the following sub-advisory
fees:



<TABLE>
<CAPTION>                                     1999         1998        1997
                                           ----------   ----------   ---------
<S>                                        <C>          <C>          <C>
Government Income Fund.................... $  508,841   $  729,264   $  961,217
Growth & Income Fund......................  2,926,020    3,154,022    2,760,278
Strategic Income Fund.....................    699,903    1,076,760    1,389,922
Portfolio.................................    654,863    1,203,843    1,643,055
</TABLE>


     AIM also serves as Emerging Markets Debt Fund's administrator under an
Administration Contract between the Trust and AIM.



     In each of the last three fiscal years Emerging Markets Debt Fund paid
administration fees to AIM and the Sub-advisor in the following amounts:



<TABLE>
<CAPTION>
Year Ended October 31,                                    Amount Paid
- ----------------------                                    -----------
<S>                                                      <C>
1999.................................................     $  437,262
1998.................................................        768,654
1997.................................................      1,051,145
</TABLE>




     The Administration Contract will not be deemed an advisory contract, as
defined under the 1940 Act. As investment managers and administrators, AIM and
the Sub-advisor make all investment decisions for Government Income Fund,
Strategic Income Fund, Growth & Income Fund and the Portfolio and as
administrator, AIM administers each Fund's and the Portfolio's affairs. Among
other things, AIM furnishes the services and pays the compensation and travel
expenses of persons who perform the executive, administrative, clerical and
bookkeeping functions of the Trust, the Funds, and the Portfolio and provide
suitable office space, necessary small office equipment and utilities. AIM and
the Sub-advisor also determine the composition of each Fund's portfolio, place
orders to buy, sell, or hold particular securities and supervise all matters
relating to each Fund's operation.


     The Management Agreements may be renewed for one-year terms, provided that
any such renewal has been specifically approved at least annually by: (i) the
Trust's 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 Trustees who are not parties
to the


                                      56



<PAGE>   388

Management Agreements or the Administration 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 Agreements
provide that with respect to Government Income Fund, Strategic Income Fund,
Growth & Income Fund and the Portfolio, and the Administration Contract provide
that with respect to Emerging Markets Debt Fund, either the Trust, the
Portfolio or each of AIM or each of Sub-advisor may terminate the Contracts
without penalty upon sixty days' written notice to the other party. The
Management Agreements and the Administration Contract terminate automatically
in the event of their assignment (as defined in the 1940 Act).





     Under a master accounting services agreement AIM serves as the Funds'
pricing and accounting agent. For these services, the Funds pay AIM such fees
as are determined in accordance with methodologies established, from time to
time, by the Trust's Board of Trustees.

     For the fiscal years ended October 31, 1999, 1998 and 1997, each named
Fund and the Portfolio paid AIM and the former investment manager and
administrator the following accounting services fees:

                                                       1999    1998     1997
                                                       ----    ----     ----

Government Income Fund...........................  $ 55,858  $ 67,657  $ 85,149
Growth & Income Fund.............................   207,383   210,440   183,323
Strategic Income Fund............................    70,274    99,805   123,309
Portfolio........................................    51,980    82,450   116,607



     In placing securities for a Fund's portfolio transactions, AIM and/or the
Sub-advisor seek to obtain the best net results. Consistent with their
obligation to obtain the best net results, AIM and/or the Sub-advisor 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-advisor. 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. See "Dividends, Distributions and Tax
Matters."


EXPENSES OF THE FUNDS AND THE PORTFOLIO

     Each Fund and the Portfolio pays all expenses not assumed by AIM, the
Sub-advisor, 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, trustees' 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 Trust
expenses and expenses shared by the Funds and other funds




                                      57
<PAGE>   389




organized as series of the Trust 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.


                             THE DISTRIBUTION PLANS

THE CLASS A AND C PLAN

     The Trust has adopted a Master Distribution Plan pursuant to Rule 12b-1
under the 1940 Act relating to the Class A and Class C shares of the Funds (the
"Class A and C Plan"). The Class A and C Plan provides that the Class A shares
of each Fund pays 0.35% per annum of its daily average net assets as
compensation to AIM Distributors for the purpose of financing any activity
which is primarily intended to result in the sale of Class A shares. Under the
Class A and C Plan, Class C shares of the Funds pay compensation to AIM
Distributors at an annual rate of 1.00% of the average daily net assets
attributable to Class C shares. The Class A and C Plan is designed to
compensate AIM Distributors, on a quarterly basis, for certain promotional and
other sales-related costs, and to implement a dealer incentive program which
provides for periodic payments to selected dealers who furnish continuing
personal shareholder services to their customers who purchase and own Class A
or Class C shares of a Fund. Payments can also be directed by AIM Distributors
to selected institutions who have entered into service agreements with respect
to Class A and Class C shares of each Fund and who provide continuing personal
services to their customers who own Class A and Class C shares of the Fund. The
service fees payable to selected institutions are calculated at the annual rate
of 0.25% of the average daily net asset value of those Fund shares that are
held in such institution's customers' accounts which were purchased on or after
a prescribed date set forth in the Class A and C Plan. Activities appropriate
for financing under the Class A and C Plan include, but are not limited to, the
following: printing of prospectuses and statements of additional information
and reports for other than existing shareholders; overhead; preparation and
distribution of advertising material and sales literature; expenses of
organizing and conducting sales seminars; supplemental payments to dealers and
other institutions such as asset-based sales charges or as payments of service
fees under shareholder service arrangements; and costs of administering the
Class A and C Plan.

     Of the aggregate amount payable under the Class A and C Plan, payments to
dealers and other financial institutions that provide continuing personal
shareholder services to their customers who purchase and own shares of the
Fund, in amounts of up to 0.25% of the average net assets of the Fund
attributable to the customers of such dealers or financial institutions are
characterized as a service fee, and payments to dealers and other financial
institutions in excess of such amount and payments to AIM Distributors would be
characterized as an asset-based sales charge pursuant to the Class A and C
Plan. The Class A and C Plan also imposes a cap on the total amount of sales
charges, including asset-based sales charges, that may be paid by the Trust
with respect to the Fund. The Class A and C Plan does not obligate the Fund to
reimburse AIM Distributors for the actual expenses AIM Distributors may incur
in fulfilling its obligations under the Class A and C Plan on behalf of the
Fund. Thus, under the Class A and C Plan, even if AIM Distributors' actual
expenses exceed the fee payable to AIM Distributors thereunder at any given
time, the Fund will not be obligated to pay more than that fee. If AIM
Distributors' expenses are less than the fee it receives, AIM Distributors will
retain the full amount of the fee.

THE CLASS B PLAN

     The Trust has also adopted a Master Distribution Plan pursuant to Rule
12b-1 under the 1940 Act relating to Class B shares of the Funds (the "Class B
Plan", and collectively with the Class A and C Plan,



                                      58


<PAGE>   390




the "Plans"). 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
attributable to Class B shares. Of such amount, each Fund pays a service fee of
0.25% of the average daily net assets attributable to Class B shares to
selected dealers and other institutions which furnish continuing personal
shareholder services to their customers who purchase and own Class B shares.
Amounts paid in accordance with the Class B Plan may be used to finance any
activity primarily intended to result in the sale of Class B shares, including
but not limited to printing of prospectuses and statements of additional
information and reports for other than existing shareholders; overhead;
preparation and distribution of advertising material and sales literature;
expenses of organizing and conducting sales seminars; supplemental payments to
dealers and other institutions such as asset-based sales charges or as payments
of service fees under shareholder service arrangements; and costs of
administering the Class B Plan.


BOTH PLANS

     Pursuant to an incentive program, AIM Distributors may enter into
agreements ("Shareholder Service Agreements") with investment dealers selected
from time to time by AIM Distributors for the provision of distribution
assistance in connection with the sale of the Funds' shares to such dealers'
customers, and for the provision of continuing personal shareholder services to
customers who may from time to time directly or beneficially own shares of the
Funds. The distribution assistance and continuing personal shareholder services
to be rendered by dealers under the Shareholder Service Agreements may include,
but shall not be limited to, the following: distributing sales literature;
answering routine customer inquiries concerning the Funds; assisting customers
in changing dividend options, account designations and addresses, and in
enrolling in any of the 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
which provide services to their customers who have purchased shares. Services
provided pursuant to Shareholder Service Agreements with banks may include some
or all of the following: answering shareholder inquiries regarding the Funds;
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 Funds reasonably may
request, to the extent permitted by applicable statute, rule or regulation.
Similar agreements may be permitted under the Plans for institutions which
provide recordkeeping for and administrative services to 401(k) plans.

     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, each 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 generally will be calculated at the end of each payment
period for each business day of the Funds during such period at the annual rate
of 0.25% of the average daily net asset value of the Funds' shares purchased or
acquired through exchange. Fees calculated in this manner shall be paid only to
those selected dealers or other institutions who are dealers or institutions of
record at the close of business on the last business day of the applicable
payment period for the account in which such Fund's shares are held.



                                      59




<PAGE>   391



     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 may from time to time waive or reduce any portion of its
12b-1 fee for Class A and Class C shares. Voluntary fee waivers or reductions
may be rescinded at any time without further notice to investors. During
periods of voluntary fee waivers or reductions, AIM Distributors will retain
its ability to be reimbursed for such fee prior to the end of each fiscal year.
Contractual fee waivers or reductions set forth in the Fee Table in a
Prospectus may not be terminated or amended to the Funds' detriment during the
period stated in the agreement between AIM Distributors and the Fund.

     Under the Plans, certain financial institutions which have entered into
service agreements and which sell shares of the Fund on an agency basis, may
receive payments from the Funds pursuant to the respective Plans. AIM
Distributors does not act as principal, but rather as agent for the Funds, in
making dealer incentive and shareholder servicing payments under the Plans.
These payments are an obligation of the Funds and not of AIM Distributors.
Financial intermediaries and any other person entitled to receive compensation
for selling Fund shares may receive different compensation for selling shares
of one class over another.


     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 a Fund and not of AIM Distributors.


     For the fiscal year ended October 31, 1999 for Class A and B shares, and
for the period March 1, 1999 (date operations commenced) through October 31,
1999 for Class C shares, each Fund paid the following amounts under the Plans:




                                      60



<PAGE>   392







<TABLE>
<CAPTION>
                                                                                            % OF CLASS
                                                                                           AVERAGE DAILY
                                                                                            NET ASSETS
                                                                                    ---------------------------
                                              CLASS A      CLASS B    CLASS C       CLASS A   CLASS B   CLASS C
                                              -------      -------    -------       -------   -------   -------
<S>                                          <C>          <C>          <C>           <C>       <C>       <C>
Government Income Fund     ...............   $363,720     $710,164     $1,320        0.35%     1.00%     1.00%
Strategic Income Fund      ...............   $302,618   $1,552,007     $  356        0.35%     1.00%     1.00%
Emerging Markets Debt Fund ...............   $219,862   $1,097,291     $  667        0.35%     1.00%     1.00%
Growth & Income Fund       ............... $1,039,956   $4,535,906     $6,314        0.35%     1.00%     1.00%
</TABLE>



     An estimate by category of actual fees paid by each Fund with regard to
the Class A shares during the year ended October 31, 1999 follows:





<TABLE>
<CAPTION>
                                                       EMERGING       GOVERNMENT      GROWTH &        STRATEGIC
                                                        MARKETS         INCOME         INCOME          INCOME
                                                       DEBT FUND         FUND           FUND            FUND
                                                       ---------      ----------      --------        ---------
<S>                                                    <C>             <C>            <C>             <C>
CLASS A
Advertising.........................................      $35,251        $31,888        $134,988        $37,148
Printing and Mailing prospectuses, semi-annual
    reports and annual reports
    (other than to current shareholders)............        2,735          2,615          12,231          3,062
Seminars............................................       10,636          9,987          43,411         10,826
Compensation to Underwriters to partially
    offset other marketing expenses.................            0              0               0              0
Compensation to Dealers including Finders
    Fees............................................      171,241        319,230         849,326        251,582
Compensation to Sales Personnel.....................            0              0               0              0
Annual Report Total.................................     $219,863       $363,720      $1,039,956       $302,618
</TABLE>




                                    61


<PAGE>   393






     An estimate by category of actual fees paid by each Fund with regard to
the Class B Shares during the year ended October 31, 1999, as follows:




<TABLE>
<CAPTION>

                                                        EMERGING       GOVERNMENT      GROWTH &        STRATEGIC
                                                         MARKETS         INCOME         INCOME          INCOME
                                                        DEBT FUND         FUND           FUND            FUND
                                                        ---------      ----------      --------        ---------
<S>                                                        <C>            <C>            <C>             <C>
CLASS B
Advertising.........................................   $    9,483       $  3,078      $   18,951     $    6,546
Printing and Mailing prospectuses, semi-annual
     reports and annual reports
     (other than to current shareholders)...........          884            327           1,874            579
Seminars............................................        3,819            908           6,473          2,068
Compensation to Underwriters to partially
    offset other marketing expenses.................      822,968        532,623       3,401,930      1,164,005
Compensation to Dealers.............................      260,137        173,228       1,106,679        378,808
Compensation to Sales Personnel.....................            0              0               0              0
Annual Report Total.................................   $1,097,291       $710,164      $4,535,907     $1,552,006
</TABLE>



     An estimate by category of actual fees paid by each Fund with regard to
the Class C Shares for the period March 1, 1999(date operations commenced)
through October 31, 1999, as follows:



<TABLE>
<CAPTION>

                                                         EMERGING       GOVERNMENT      GROWTH &        STRATEGIC
                                                          MARKETS         INCOME         INCOME          INCOME
                                                         DEBT FUND         FUND           FUND            FUND
                                                         ---------      ----------      --------        ----------
<S>                                                      <C>            <C>             <C>             <C>
CLASS C
Advertising.........................................         $128         $  315          $    6           $ 51
Printing and Mailing prospectuses, semi-annual
    reports and annual reports
    (other than to current shareholders)............            0              0               1              0
Seminars............................................            0              0               4              0
Compensation to Underwriters to partially
    offset other marketing expenses.................          500            990           4,342            267
Compensation to Dealers.............................           39             15           1,960             38
Compensation to Sales Personnel.....................            0              0               0              0
Annual Report Total.................................         $667         $1,320          $6,313           $356
</TABLE>



     The Plans require AIM Distributors to provide the Board of Trustees at
least quarterly with a written report of the amounts expended pursuant to the
Plans and the purposes for which such expenditures were made. The Board of
Trustees reviews these reports in connection with their decisions with respect
to the Plans.



                                      62


<PAGE>   394


     As required by Rule 12b-1, the Plans and related forms of Shareholder
Service Agreements were approved by the Board of Trustees, including a majority
of the Trustees who are not "interested persons" (as defined in the 1940 Act)
of the Trust and who have no direct or indirect financial interest in the
operation of the Plans or in any agreements related to the Plans ("Qualified
Trustees"). In approving the Plans in accordance with the requirements of Rule
12b-1, the Trustees considered various factors and determined that there is a
reasonable likelihood that the Plans would benefit each class of each Fund and
their respective shareholders.

     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 given 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.


     Unless terminated earlier in accordance with their terms, the Plans
continue in effect from year to year, as long as such continuance is
specifically approved at least annually by the Board of Trustees, including a
majority of the Qualified Trustees.


     The Plans may be terminated by the vote of a majority of the Qualified
Trustees, or, with respect to a particular class, by the vote of a majority of
the outstanding voting securities of that class.

     Any change in the Plans that would increase materially the distribution
expenses paid by the applicable class requires shareholder approval; otherwise,
it may be amended by the Trustees, including a majority of the Qualified
Trustees, by votes cast in person at a meeting called for the purpose of voting
upon such amendment. As long as the Plans are in effect, the selection or
nomination of the Qualified Trustees is committed to the discretion of the
Qualified Trustees. In the event the Class A Plan is amended in a manner which
the Board of Trustees determines would materially increase the charges paid
under the Class A Plan, the Class B shares of the Funds will no longer convert
into Class A shares of the same Funds unless the Class B shares, voting
separately, approve such amendment. If the Class B shareholders do not approve
such amendment, the Board of Trustees will (i) create a new class of shares of
the Funds which is identical in all material respects to the Class A shares as
they existed prior to the implementation of the amendment and (ii) ensure that
the existing Class B shares of the Funds will be exchanged or converted into
such new class of shares no later than the date the Class B shares were
scheduled to convert into Class A shares.

     The principal differences between the Class A and C Plan, on the one hand,
and the Class B Plan, on the other hand, are: (i) the Class A and C Plan allows
payment to AIM Distributors or to dealers or financial institutions of up to
0.35% of average daily net assets of the Class A shares of each Fund, as
compared to 1.00% of such assets of each Fund's Class B shares; (ii) the Class
B Plan obligates the Class B shares to continue to make payments to AIM
Distributors following termination of the Class B shares Distribution Agreement
with respect to Class B shares sold by or attributable to the distribution
efforts of AIM Distributors or its predecessor GT Global, Inc. unless there has
been a complete termination of the Class B Plan (as defined in such Plan) and
(iii) the Class B Plan expressly authorizes AIM Distributors to assign,
transfer or pledge its rights to payments pursuant to the Class B Plan.


                                THE DISTRIBUTOR


     The Trust has entered into a Master Distribution Agreement with AIM
Distributors relating to the Class A shares and Class C shares of the Funds and
a Master Distribution Agreement with AIM Distributors relating to the Class B
shares of the Funds. Such Agreements are hereinafter collectively referred to
as the "Distribution Agreements."





                                      63


<PAGE>   395



     The Distribution Agreements provide that AIM Distributors will bear the
expenses of printing from the final proof and distributing the Funds'
prospectuses and statements of additional information relating to public
offerings made by AIM Distributors pursuant to the Distribution Agreements
(other than those prospectuses and statements of additional information
distributed to existing shareholders of the Fund), and any promotional or sales
literature used by AIM Distributors or furnished by AIM Distributors to dealers
in connection with the public offering of the Fund's shares, including expenses
of advertising in connection with such public offerings. AIM Distributors has
not undertaken to sell any specified number of shares of any classes of the
Funds.

     The Distribution Agreements provide AIM Distributors with the exclusive
right to distribute shares of the Funds directly and through institutions with
whom AIM Distributors has entered into selected dealer agreements. Under the
Distribution Agreement for the Class B shares, AIM Distributors sells Class B
shares of the Funds at net asset value subject to a contingent deferred sales
charge established by AIM Distributors. AIM Distributors is authorized to
advance to institutions through whom Class B shares are sold a sales commission
under schedules established by AIM Distributors. The Distribution Agreement for
the Class B shares provides that AIM Distributors (or its assignee or
transferee) will receive 0.75% (of the total 1.00% payable under the
distribution plan applicable to Class B shares) of each Fund's average daily
net assets attributable to Class B shares attributable to the sales efforts of
AIM Distributors.

     AIM Distributors expects to pay sales commissions from its own resources
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. AIM Distributors anticipates that it will
require a number of years to recoup from Class B Plan payments the sales
commissions paid to dealers and institutions in connection with sales of Class
B shares. In the future, if multiple distributors serve a Fund, each such
distributor (or its assignee or transferee) would receive a share of the
payments under the Class B Plan based on the portion of the Fund's Class B
shares sold by or attributable to the distribution efforts of that distributor.

     The Trust (on behalf of any class of any Fund) or AIM Distributors may
terminate the Distribution Agreements on sixty (60) days' written notice
without penalty. The Distribution Agreements will terminate automatically in
the event of their assignment. In the event the Class B shares Distribution
Agreement is terminated, AIM Distributors would continue to receive payments of
asset based distribution fees in respect of the outstanding Class B shares
attributable to the distribution efforts of AIM Distributors and its
predecessor; provided, however, that a complete termination of the Class B Plan
(as defined in such Plan) would terminate all payments by the Fund of asset
based distribution fees and service fees to AIM Distributors. Termination of
the Class B Plan or Distribution Agreement does not affect the obligation of
Class B shareholders to pay contingent deferred sales charges.

     From time to time, AIM Distributors may transfer and sell its right to
payments under the Distribution Agreement relating to Class B Shares in order
to finance distribution expenditures in respect of Class B Shares.


     The following chart reflects the total sales charges paid in connection
with the sale of Class A shares of each Fund and the amount retained by GT
Global, Inc., the Trust's distributor prior to June 1, 1998, for the fiscal
year or period ended October 31, 1998 and 1997.



                                      64



<PAGE>   396

<TABLE>
<CAPTION>
                                                           NOVEMBER 1, 1997
                                                            TO MAY 31, 1998                     1997
                                                            ---------------                     ----
                                                          SALES         AMOUNT           SALES         AMOUNT
                                                         CHARGES       RETAINED         CHARGES       RETAINED
                                                         -------       --------         -------       --------

          <S>                                            <C>           <C>              <C>           <C>
          Emerging Markets Debt Fund.................    $ 83,855        $35,739        $199,201        $65,982
          Government Income Fund.....................    $ 13,231        $ 1,842        $ 67,477        $10,240
          Growth & Income Fund.......................    $111,311        $29,395        $208,844        $52,850
          Strategic Income Fund......................    $ 46,291        $14,511        $111,949        $29,451
</TABLE>




     For the fiscal year or period ended October 31, 1999 and 1998, the total
sales charges paid in connection with the Sale of Class A Shares of each Fund
and the amount retained by AIM Distributors are as follows:



<TABLE>
<CAPTION>
                                                                                            JUNE 1, 1998
                                                                 1999                    TO OCTOBER 31, 1998
                                                                 ----                   ----------------------
                                                          SALES         AMOUNT           SALES         AMOUNT
                                                         CHARGES       RETAINED         CHARGES       RETAINED
                                                         -------       --------         -------       --------


          <S>                                            <C>           <C>             <C>            <C>
          Emerging Markets Debt Fund.................    $144,625        $26,041         $21,515        $21,190
          Government Income Fund.....................    $ 52,850        $10,533         $ 4,354        $ 4,130
          Growth & Income Fund.......................    $513,711        $80,124         $27,462        $27,120
          Strategic Income Fund......................    $ 67,438        $10,612         $ 6,190        $ 4,499

</TABLE>



     The following chart reflects the contingent deferred sales charges paid by
Class A, Class B and Class C* shareholders for the fiscal years ended October
31, 1999, 1998 and 1997:



<TABLE>
<CAPTION>



                                                                      1999            1998              1997
                                                                      ----            ----              ----

      <S>                                                           <C>         <C>               <C>
      Emerging Markets Debt Fund..............................       $  481        $  963,681        $1,617,145
      Government Income Fund..................................       $  418        $  742,085        $1,123,616
      Growth & Income Fund ...................................       $3,994        $1,174,587        $1,199,637
      Strategic Income Fund...................................       $1,132        $1,307,644        $1,750,253
</TABLE>



* Class C shares of each Fund commenced operations on 03/01/99.



                      SALES CHARGES AND DEALER CONCESSIONS


     CATEGORY I. Certain AIM Funds are currently sold with a sales charge
ranging from 5.50% to 2.00% of the offering price on purchases of less than
$1,000,000. These AIM Funds include Class A shares of each of AIM Advisor Flex
Fund, AIM Advisor International Value Fund, AIM Advisor Large Cap Value Fund,
AIM Aggressive Growth Fund, AIM Asian Growth Fund, AIM Basic Value Fund, AIM
Blue Chip Fund, AIM Capital Development Fund, AIM Charter Fund, AIM
Constellation Fund, AIM Dent Demographic Trends Fund, AIM European Development
Fund, AIM Euroland Growth Fund, AIM Global Utilities Fund, AIM Global Growth &
Income Fund, AIM International Equity Fund, AIM Japan Growth Fund, AIM Large
Cap Basic Value Fund, AIM Large Cap Growth Fund, AIM Large Cap Opportunities
Fund, AIM Mid Cap Equity Fund, AIM Mid Cap Growth Fund, AIM Mid Cap
Opportunities Fund, AIM New Pacific Growth Fund, AIM Select Growth Fund, AIM
Small Cap Growth Fund, AIM Small Cap Opportunities Fund, AIM Value Fund and AIM
Weingarten Fund.




                                      65


<PAGE>   397

<TABLE>
<CAPTION>



                                                                                                       Dealer
                                                                   Investor's Sales Charge           Concession
                                                               -------------------------------       ----------
                                                                   As a              As a               As a
                                                                Percentage        Percentage         Percentage
                                                               of the Public      of the Net           of the
                  Amount of Investment in                        Offering           Amount             Public
                      Single Transaction(1)                        Price           Invested             Price
                  -------------------------------              -------------      ----------         ----------
             <S>                        <C>                    <C>                <C>                 <C>
                          Less than    $    25,000                 5.50%             5.82%             4.75%
             $ 25,000 but less than    $    50,000                 5.25              5.54              4.50
             $ 50,000 but less than    $   100,000                 4.75              4.99              4.00
             $100,000 but less than    $   250,000                 3.75              3.90              3.00
             $250,000 but less than    $   500,000                 3.00              3.09              2.50
             $500,000 but less than    $ 1,000,000                 2.00              2.04              1.60
</TABLE>


(1)   AIM Small Cap Opportunities Fund will not accept any single purchase in
      excess of $250,000.


     CATEGORY II. Certain AIM Funds are currently sold with a sales charge
ranging from 4.75% to 2.00% of the offering price on purchases of less than
$1,000,000. These AIM Funds are: the Class A shares of each of AIM Advisor Real
Estate Fund, AIM Balanced Fund, AIM Developing Markets Fund, AIM Emerging
Markets Debt Fund, AIM Global Aggressive Growth Fund, AIM Global Consumer
Products and Services Fund, AIM Global Financial Services Fund, AIM Global
Government Income Fund, AIM Global Growth Fund, AIM Global Health Care Fund,
AIM Global Income Fund, AIM Global Infrastructure Fund, AIM Global Resources
Fund, AIM Global Telecommunications and Technology Fund, AIM Global Trends
Fund, AIM High Income Municipal Fund, AIM High Yield Fund, AIM High Yield Fund
II, AIM Income Fund, AIM Intermediate Government Fund, AIM Latin American
Growth Fund, AIM Municipal Bond Fund, AIM Strategic Income Fund and AIM
Tax-Exempt Bond Fund of Connecticut.


<TABLE>
<CAPTION>
                                                                                                       Dealer
                                                                                                     Concession
                                                                    Investor's Sales Charge          ----------
                                                                -------------------------------          As a
                                                                    As a              As a            Percentage
                                                                 Percentage        Percentage           of the
                                                                of the Public      of the Net           Public
                  Amount of Investment in                        Offering            Amount            Offering
                      Single Transaction                           Price            Invested             Price
                  -------------------------------               -------------      ----------        ------------

             <S>                                <C>                          <C>               <C>               <C>
                          Less than     $    50,000                 4.75%             4.99%             4.00%
             $ 50,000 but less than     $   100,000                 4.00              4.17              3.25
             $100,000 but less than     $   250,000                 3.75              3.90              3.00
             $250,000 but less than     $   500,000                 2.50              2.56              2.00
             $500,000 but less than     $ 1,000,000                 2.00              2.04              1.60

</TABLE>


     CATEGORY III. Certain AIM Funds are currently sold with a sales charge
ranging from 1.00% to 0.50% of the offering price on purchases of less than
$1,000,000. These AIM Funds are the Class A shares of each of AIM Limited
Maturity Treasury Fund and AIM Tax-Free Intermediate Fund.

<TABLE>
<CAPTION>

                                                                                                    Dealer
                                                                                                  Concession
                                                                Investor's Sales Charge           ----------
                                                            -----------------------------            As a
                                                                As a              As a            Percentage
                                                             Percentage        Percentage           of the
                                                            of the Public      of the Net           Public
                  Amount of Investment In                    Offering             Amount           Offering
                      Single Transaction                       Price            Invested             Price
                  -----------------------                   -------------      ---------          ---------
             <S>                      <C>                   <C>                <C>                 <C>
                          Less than   $  100,000               1.00%              1.01%             0.75%
             $100,000 but less than   $  250,000               0.75               0.76              0.50
             $250,000 but less than   $1,000,000               0.50               0.50              0.40
</TABLE>


     There is no sales charge on purchases of $1,000,000 or more of Category I,
II or III funds; however, AIM Distributors may pay a dealer concession and/or
advance a service fee on such transactions as set forth below.

     ALL GROUPS OF AIM FUNDS. AIM Distributors may elect to re-allow the entire
initial sales charge to dealers for all sales with respect to which orders are
placed with AIM Distributors during a particular period. Dealers to whom
substantially the entire sales charge is re-allowed may be deemed to be
"underwriters" as that term is defined under the Securities Act of 1933.

        In addition to amounts paid to dealers as a dealer concession out of
the initial sales charge paid by investors, AIM Distributors may, from time to
time, at its expense or as an expense for which it may be compensated under a
distribution plan, if applicable, pay a bonus or other consideration or
incentive to dealers who sell a minimum dollar amount of the shares of the AIM
Funds during a specified period of time. At the option of the dealer, such
incentives may take the form of payment for travel expenses, including lodging,
incurred in connection with trips taken by qualifying registered
representatives and their families to places within or outside the United
States. The total amount of such additional bonus payments or other
consideration shall not exceed 0.25% of the public offering price of the shares
sold. Any such bonus or incentive programs will not change the price paid by
investors for the purchase of the applicable AIM Fund's shares or the amount
that any particular AIM Fund will receive as proceeds from such sales. Dealers
may not use sales of the AIM Funds' shares to qualify for any incentives to the
extent that such incentives may be prohibited by the laws of any state.

        AIM Distributors may make payments to dealers and institutions who are
dealers of record for purchases of $1 million or more of Class A shares (or
shares which normally involve payment of initial sales charges), which are sold
at net asset value and are subject to a contingent deferred sales charge, for
all AIM Funds other than Class A shares of each of AIM Limited Maturity Treasury
Fund and AIM Tax-Free Intermediate Fund as follows: 1% of the first $2 million
of such purchases, plus 0.80% of the next $1 million of such purchases, plus
0.50% of the next $17 million of such purchases, plus 0.25% of amounts in excess
of $20 million of such purchases. AIM Distributors may make payments to dealers
and institutions who are dealers of record for purchases of $1 million or more
of Class A shares (or shares which normally involve payment of initial sales
charges), and which are sold at net asset value and are not subject to a
contingent deferred sales charge, in an amount up to 0.10% of such purchases of
Class A shares of AIM Limited Maturity Treasury Fund, and in an amount up to
0.25% of such purchases of Class A shares of AIM Tax-Free Intermediate Fund.

        AIM Distributors may pay sales commissions to dealers and institutions
who sell Class B shares of the AIM Funds at the time of such sales. Payments
with respect to Class B


                                      66

<PAGE>   398





shares will equal 4.00% of the purchase price of the Class B shares sold by the
dealer or institution, and will consist of a sales commission equal to 3.75% of
the purchase price of the Class B shares sold plus an advance of the first year
service fee of 0.25% with respect to such shares. The portion of the payments
to AIM Distributors under the Class B Plan which constitutes an asset-based
sales charge (0.75%) is intended in part to permit AIM Distributors to recoup a
portion of such sales commissions plus financing costs.

     AIM Distributors may pay sales commissions to dealers and institutions who
sell Class C shares of the AIM Funds at the time of such sales. Payments with
respect to Class C shares will equal 1.00% of the purchase price of the Class C
shares sold by the dealer or institution, and will consist of a sales
commission of 0.75% of the purchase price of the Class C shares sold plus an
advance of the first year service fee of 0.25% with respect to such shares. AIM
Distributors will retain all payments received by it relating to Class C shares
for the first year after they are purchased. The portion of the payments to AIM
Distributors under the Class A and C Plan attributable to Class C shares which
constitutes an asset-based sales charge (0.75%) is intended in part to permit
AIM Distributors to recoup a portion of on-going sales commissions to dealers
plus financing costs, if any. After the first full year, AIM Distributors will
make such payments quarterly to dealers and institutions based on the average
net asset value of Class C shares which are attributable to shareholders for
whom the dealers and institutions are designated as dealers of record. These
commissions are not paid on sales to investors exempt from the CDSC, including
shareholders of record of AIM Advisor Funds, Inc. on April 30, 1995, who
purchase additional shares in any of the Funds on or after May 1, 1995, and in
circumstances where AIM Distributors grants an exemption on particular
transactions.

     Exchanges of AIM Cash Reserve Shares of AIM Money Market Fund for Class B
shares or Class C shares are considered sales of such Class B shares or Class C
shares for purposes of the sales charges and dealer concessions discussed
above.

     AIM Distributors may pay investment dealers or other financial service
firms for share purchases (measured on an annual basis) of Class A Shares of
all AIM Funds except AIM Limited Maturity Treasury Fund, AIM Tax-Free
Intermediate Fund and AIM Tax-Exempt Cash Fund sold at net asset value to an
employee benefit plan as follows: 1% of the first $2 million of such purchases,
plus 0.80% of the next $1 million of such purchases, plus 0.50% of the next $17
million of such purchases, plus 0.25% of amounts in excess of $20 million of
such purchases and up to 0.10% of the net asset value of any Class A shares of
AIM Limited Maturity Treasury Fund sold at net asset value to an employee
benefit plan in accordance with this paragraph.



                      REDUCTIONS IN INITIAL SALES CHARGES


     Reductions in the initial sales charges shown in the sales charge tables
(quantity discounts) apply to purchases of shares of the AIM Funds that are
otherwise subject to an initial sales charge, provided that such purchases are
made by a "purchaser" as hereinafter defined. Purchases of Class A shares of
AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and
Class B and Class C shares of the AIM Funds will not be taken into account in
determining whether a purchase qualifies for a reduction in initial sales
charges.


     The term "purchaser" means:


     o    an individual and his or her spouse and children, including any trust
          established exclusively for the benefit of any such person; or a
          pension, profit-sharing, or other benefit plan established
          exclusively for the benefit of any such person, such as an IRA, Roth
          IRA, a single-participant money-purchase/profit-sharing plan or an
          individual participant in a 403(b) Plan (unless such 403(b) plan
          qualifies as the purchaser as defined below);





                                      67
<PAGE>   399





     o    a 403(b) plan, the employer/sponsor of which is an organization
          described under Section 501(c)(3) of the Internal Revenue Code of
          1986, as amended (the "Code"), if:


          a.   the employer/sponsor must submit contributions for all
               participating employees in a single contribution transmittal
               (i.e., the Funds will not accept contributions submitted with
               respect to individual participants);

          b.   each transmittal must be accompanied by a single check or wire
               transfer; and

          c.   all new participants must be added to the 403(b) plan by
               submitting an application on behalf of each new participant with
               the contribution transmittal;


     o    a trustee or fiduciary purchasing for a single trust, estate or
          single fiduciary account (including a pension, profit-sharing or
          other employee benefit trust created pursuant to a plan qualified
          under Section 401 of the Code) and 457 plans, although more than one
          beneficiary or participant is involved;

     o    a Simplified Employee Pension (SEP), Salary Reduction and other
          Elective Simplified Employee Pension account (SAR-SEP) or a Savings
          Incentive Match Plans for Employees IRA (SIMPLE IRA), where the
          employer has notified the distributor in writing that all of its
          related employee SEP, SAR-SEP or SIMPLE IRA accounts should be
          linked; or

     o    any other organized group of persons, whether incorporated or not,
          provided the organization has been in existence for at least six
          months and has some purpose other than the purchase at a discount of
          redeemable securities of a registered investment company.


     Investors or dealers seeking to qualify orders for a reduced initial sales
charge must identify such orders and, if necessary, support their qualification
for the reduced charge. AIM Distributors reserves the right to determine
whether any purchaser is entitled, by virtue of the foregoing definition, to
the reduced sales charge. No person or entity may distribute shares of the AIM
Funds without payment of the applicable sales charge other than to persons or
entities who qualify for a reduction in the sales charge as provided herein.


     1. LETTERS OF INTENT. A purchaser, as previously defined, may pay reduced
initial sales charges by completing the appropriate section of the account
application and by fulfilling a Letter of Intent ("LOI"). The LOI privilege is
also available to holders of the Connecticut General Guaranteed Account,
established for tax qualified group annuities, for contracts purchased on or
before June 30, 1992. The LOI confirms such purchaser's intention as to the
total investment to be made in shares of the AIM Funds (except for (i) Class A
shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money
Market Fund, (ii) Class B and Class C shares of the AIM Funds and (iii) shares
of AIM Floating Rate Fund) within the following 13 consecutive months. By
marking the LOI section on the account application and by signing the account
application, the purchaser indicates that he understands and agrees to the
terms of the LOI and is bound by the provisions described below.


         Each purchase of fund shares normally subject to an initial sales
charge made during the 13-month period will be made at the public offering
price applicable to a single transaction of the total dollar amount indicated
by the LOI, as described under "Sales Charges and Dealer Concessions." It is
the purchaser's responsibility at the time of purchase to specify the account
numbers that should be considered in determining the appropriate sales charge.
The offering price may be further reduced as described under "Rights of
Accumulation" if the Transfer Agent is advised of all other accounts at the
time of the investment. Shares acquired through reinvestment of dividends and
capital gains distributions will not be applied to the LOI. At any time during
the 13-month period after meeting the original obligation, a purchaser may
revise his intended investment amount upward by submitting a written and signed
request. Such a revision will not change the original expiration date. By
signing an LOI, a purchaser is



                                      68


<PAGE>   400



not making a binding commitment to purchase additional shares, but if purchases
made within the 13-month period do not total the amount specified, the investor
will pay the increased amount of sales charge as described below. Purchases
made within 90 days before signing an LOI will be applied toward completion of
the LOI. The LOI effective date will be the date of the first purchase within
the 90-day period. The Transfer Agent will process necessary adjustments upon
the expiration or completion date of the LOI. Purchases made more than 90 days
before signing an LOI will be applied toward completion of the LOI based on the
value of the shares purchased calculated at the public offering price on the
effective date of the LOI.

     To assure compliance with the provisions of the 1940 Act, out of the
initial purchase (or subsequent purchases if necessary) the Transfer Agent will
escrow in the form of shares an appropriate dollar amount (computed to the
nearest full share). All dividends and any capital gain distributions on the
escrowed shares will be credited to the purchaser. All shares purchased,
including those escrowed, will be registered in the purchaser's name. If the
total investment specified under this LOI is completed within the 13-month
period, the escrowed shares will be promptly released. If the intended
investment is not completed, the purchaser will pay the Transfer Agent the
difference between the sales charge on the specified amount and the amount
actually purchased. If the purchaser does not pay such difference within 20
days of the expiration date, he irrevocably constitutes and appoints the
Transfer Agent as his attorney to surrender for redemption any or all shares,
to make up such difference within 60 days of the expiration date.


     If at any time before completing the LOI Program, the purchaser wishes to
cancel the agreement, he must give written notice to AIM Distributors. If at
any time before completing the LOI Program the purchaser requests the Transfer
Agent to liquidate or transfer beneficial ownership of his total shares, a
cancellation of the LOI will automatically be effected. If the total amount
purchased is less than the amount specified in the LOI, the Transfer Agent will
redeem an appropriate number of escrowed shares equal to the difference between
the sales charge actually paid and the sales charge that would have been paid
if the total purchases had been made at a single time.


     2. RIGHTS OF ACCUMULATION. A "purchaser," as previously defined, may also
qualify for reduced initial sales charges based upon such purchaser's existing
investment in shares of any of the AIM Funds (except for (i) Class A shares of
AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money Market Fund,
(ii) Class B and Class C shares of the AIM Funds and (iii) shares of AIM
Floating Rate Fund) at the time of the proposed purchase. Rights of
Accumulation are also available to holders of the Connecticut General
Guaranteed Account, established for tax-qualified group annuities, for
contracts purchased on or before June 30, 1992. To determine whether or not a
reduced initial sales charge applies to a proposed purchase, AIM Distributors
takes into account not only the money which is invested upon such proposed
purchase, but also the value of all shares of the AIM Funds (except for (i)
Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM
Money Market Fund, (ii) Class B and Class C shares of the AIM Funds and (iii)
shares of AIM Floating Rate Fund) owned by such purchaser, calculated at their
then current public offering price. If a purchaser so qualifies for a reduced
sales charge, the reduced sales charge applies to the total amount of money
then being invested by such purchaser and not just to the portion that exceeds
the breakpoint above which a reduced sales charge applies. For example, if a
purchaser already owns qualifying shares of any AIM Fund with a value of
$20,000 and wishes to invest an additional $20,000 in a fund, with a maximum
initial sales charge of 5.50%, the reduced initial sales charge of 5.25% will
apply to the full $20,000 purchase and not just to the $15,000 in excess of the
$25,000 breakpoint. To qualify for obtaining the discount applicable to a
particular purchase, the purchaser or his dealer must furnish AFS with a list
of the account numbers and the names in which such accounts of the purchaser
are registered at the time the purchase is made.

     PURCHASES AT NET ASSET VALUE. Purchases of shares of any of the AIM Funds
at net asset value (without payment of an initial sales charge) may be made in
connection with: (a) the reinvestment of dividends and distributions from a
fund; (b) exchanges of shares of certain funds; (c) use of the reinstatement
privilege; or (d) a merger, consolidation or acquisition of assets of a fund.



                                      69


<PAGE>   401





     The following purchasers will not pay initial sales charges on purchases
of Class A shares because there is a reduced sales effort involved in sales to
these purchasers:


     o    AIM Management and its affiliates, or their clients;

     o    Any current or retired officer, director or employee (and members of
          their immediate family) of AIM Management, its affiliates or The AIM
          Family of Funds(R), and any foundation, trust or employee benefit
          plan established exclusively for the benefit of, or by, such persons;

     o    Any current or retired officer, director, or employee (and members of
          their immediate family), of CIGNA Corporation or its affiliates, or
          of First Data Investor Services Group; and any deferred compensation
          plan for directors of investment companies sponsored by CIGNA
          Investments, Inc. or its affiliates;

     o    Sales representatives and employees (and members of their immediate
          family) of selling group members or financial institutions that have
          arrangements with such selling group members;

     o    Purchases through approved fee-based programs;

     o    Employee benefit plans designated as purchasers as defined above, and
          non-qualified plans offered in conjunction therewith, provided the
          initial investment in the plan(s) is at least $1 million; the sponsor
          signs a $1 million LOI; the employer-sponsored plan(s) has at least
          100 eligible employees; or all plan transactions are executed through
          a single omnibus account per Fund and the financial institution or
          service organization has entered into the appropriate agreements with
          the distributor. Section 403(b) plans sponsored by public educational
          institutions are not eligible for a sales charge exception based on
          the aggregate investment made by the plan or the number of eligible
          employees. Purchases of AIM Small Cap Opportunities Fund by such
          plans are subject to initial sales charges;

     o    Shareholders of record or discretionary advised clients of any
          investment advisor holding shares of AIM Weingarten Fund or AIM
          Constellation Fund on September 8, 1986, or of AIM Charter Fund on
          November 17, 1986, who have continuously owned shares having a market
          value of at least $500 and who purchase additional shares of the same
          Fund;

     o    Shareholders of record of Advisor Class shares of AIM International
          Growth Fund or AIM Worldwide Growth Fund on February 12, 1999 who
          have continuously owned shares of the AIM Funds.

     o    Unitholders of G/SET series unit investment trusts investing proceeds
          from such trusts in shares of AIM Weingarten Fund or AIM
          Constellation Fund; provided, however, prior to the termination date
          of the trusts, a unitholder may invest proceeds from the redemption
          or repurchase of his units only when the investment in shares of AIM
          Weingarten Fund and AIM Constellation Fund is effected within 30 days
          of the redemption or repurchase;

     o    A shareholder of a fund that merges or consolidates with an AIM Fund
          or that sells its assets to an AIM Fund in exchange for shares of an
          AIM Fund;

     o    Shareholders of the GT Global funds as of April 30, 1987 who since
          that date continually have owned shares of one or more of these
          funds; and




                                      70


<PAGE>   402




     o    Certain former AMA Investment Advisers' shareholders who became
          shareholders of the AIM Global Health Care Fund in October 1989, and
          who have continuously held shares in the GT Global funds since that
          time.

     o    Shareholders of record of Advisor Class shares of an AIM Fund on
          February 11, 2000 who have continuously owned shares of that AIM
          Fund, and who purchase additional shares of that AIM Fund.


     As used above, immediate family includes an individual and his or her
spouse, children, parents and parents of spouse.


                  CONTINGENT DEFERRED SALES CHARGE EXCEPTIONS


         Former GT Global funds Class A shares that are subject to a contingent
deferred sales charge and that were purchased before June 1, 1998 are entitled
to the following waivers from the contingent deferred sales charge otherwise
due upon redemption: (1) minimum required distributions made in connection with
an IRA, Keogh Plan or custodial account under Section 403(b) of the Code or
other retirement plan following attainment of age 70 1/2; (2) total or partial
redemptions resulting from a distribution following retirement in the case of a
tax-qualified employer-sponsored retirement plan; (3) when a redemption results
from a tax-free return of an excess contribution pursuant to Section 408(d)(4)
or (5) of the Code or from the death or disability of the employee; (4)
redemptions pursuant to a Fund's right to liquidate a shareholder's account
involuntarily; (5) redemptions pursuant to distributions from a tax-qualified
employer-sponsored retirement plan, which is invested in the former GT Global
funds, which are permitted to be made without penalty pursuant to the Code,
other than tax-free rollovers or transfers of assets, and the proceeds of which
are reinvested in the former GT Global funds; (6) redemptions made in
connection with participant-directed exchanges between options in an
employer-sponsored benefit plan; (7) redemptions made for the purpose of
providing cash to fund a loan to a participant in a tax-qualified retirement
plan; (8) redemptions made in connection with a distribution from any
retirement plan or account that is permitted in accordance with the provisions
of Section 72(t)(2) of the Code, and the regulations promulgated thereunder;
(9) redemptions made in connection with a distribution from any retirement plan
or account that involves the return of an excess deferral amount pursuant to
Section 401(k)(8) or Section 402(g)(2) of the Code; (10) redemptions made in
connection with a distribution from a qualified profit-sharing or stock bonus
plan described in Section 401(k) of the Code to a participant or beneficiary
under Section 401(k)(2)(B)(IV) of the Code upon hardship of the covered
employee (determined pursuant to Treasury Regulation Section 1.401(k)-1(d)(2));
and (11) redemptions made by or for the benefit of certain states, counties or
cities, or any instrumentalities, departments or authorities thereof where such
entities are prohibited or limited by applicable law from paying a sales charge
or commission.

         Former GT Global funds Class B shares purchased before June 1, 1998
are subject to the following waivers from the contingent deferred sales charge
otherwise due upon redemption: (1) total or partial redemptions resulting from
a distribution following retirement in the case of a tax-qualified
employer-sponsored retirement; (2) minimum required distributions made in
connection with an IRA, Keogh Plan or custodial account under Section 403(b) of
the Code or other retirement plan following attainment of age 70 1/2; (3)
redemptions pursuant to distributions from a tax-qualified employer-sponsored
retirement plan, which is invested in the former GT Global funds, which are
permitted to be made without penalty pursuant to the Code, other than tax-free
rollovers or transfers of assets, and the proceeds of which are reinvested in
the former GT Global funds; (4) redemptions made in connection with
participant-directed exchanges between options in an employer-sponsored benefit
plan; (5) redemptions made for the purpose of providing cash to fund a loan to
a participant in a tax-qualified retirement plan; (6) redemptions made in
connection with





                                      71


<PAGE>   403


a distribution from any retirement plan or account that is permitted in
accordance with the provisions of Section 72(t)(2) of the Code, and the
regulations promulgated thereunder; (7) redemptions made in connection with a
distribution from a qualified profit-sharing or stock bonus plan described in
Section 401(k) of the Code to a participant or beneficiary under Section
401(k)(2)(B)(IV) of the Code upon hardship of the covered employee (determined
pursuant to Treasury Regulation Section 1.401(k)-1(d)(2)); and (8) redemptions
made by or for the benefit of certain states, counties or cities, or any
instrumentalities, departments or authorities thereof where such entities are
prohibited or limited by applicable law from paying a sales charge or
commission.


     CDSCs will not apply to the following:


     o    Additional purchases of Class C shares of AIM Advisor Flex Fund, AIM
          Advisor International Value Fund, AIM Advisor Large Cap Value Fund
          and AIM Advisor Real Estate Fund by shareholders of record on April
          30, 1995, of these Funds, except that shareholders whose
          broker-dealers maintain a single omnibus account with AFS on behalf
          of those shareholders, perform sub-accounting functions with respect
          to those shareholders, and are unable to segregate shareholders of
          record prior to April 30, 1995, from shareholders whose accounts were
          opened after that date will be subject to a CDSC on all purchases
          made after March 1, 1996;

     o    Redemptions following the death or post-purchase disability of (1)
          any registered shareholders on an account or (2) a settlor of a
          living trust, of shares held in the account at the time of death or
          initial determination of post-purchase disability;

     o    Certain distributions from individual retirement accounts, Section
          403(b) retirement plans, Section 457 deferred compensation plans and
          Section 401 qualified plans, where redemptions result from (i)
          required minimum distributions to plan participants or beneficiaries
          who are age 70-1/2 or older, and only with respect to that portion of
          such distributions that does not exceed 12% annually of the
          participant's or beneficiary's account value in a particular AIM
          Fund; (ii) in kind transfers of assets where the participant or
          beneficiary notifies the distributor of the transfer no later than
          the time the transfer occurs; (iii) tax-free rollovers or transfers
          of assets to another plan of the type described above invested in
          Class B or Class C shares of one or more of the AIM Funds; (iv)
          tax-free returns of excess contributions or returns of excess
          deferral amounts; and (v) distributions on the death or disability
          (as defined in the Internal Revenue Code of 1986, as amended) of the
          participant or beneficiary;

     o    Amounts from a Systematic Withdrawal Plan of up to an annual amount
          of 12% of the account value on a per fund basis, at the time the
          withdrawal plan is established, provided the investor reinvests his
          dividends;

     o    Liquidation by the Fund when the account value falls below the
          minimum required account size of $500;

     o    Investment account(s) of AIM; and

     o    Class C shares where the investor's dealer of record notifies the
          distributor prior to the time of investment that the dealer waives
          the payment otherwise payable to him.



     Upon the redemption of shares of funds in sales charge Categories I and II
(see "Sales Charges and Dealer Concessions") purchased in amounts of $1 million
or more, no CDSC will be applied in the following situations:




                                       72



<PAGE>   404






     o    Shares held more than 18 months;

     o    Redemptions from employee benefit plans designated as qualified
          purchasers, as defined above, where the redemptions are in connection
          with employee terminations or withdrawals, provided the total amount
          invested in the plan is at least $1,000,000; the sponsor signs a $1
          million LOI; or the employer-sponsored plan has at least 100 eligible
          employees; provided, however, that 403(b) plans sponsored by public
          educational institutions shall qualify for the CDSC waiver on the
          basis of the value of each plan participant's aggregate investment in
          the AIM Funds, and not on the aggregate investment made by the plan
          or on the number of eligible employees;

     o    Private foundations or endowment funds;

     o    Redemption of shares by the investor where the investor's dealer
          waives the amounts otherwise payable to it by the distributor and
          notifies the distributor prior to the time of investment; and

     o    Shares acquired by exchange from Class A shares of funds in sales
          charge Categories I and II unless the shares acquired by exchange are
          redeemed within 18 months of the original purchase of the Class A
          shares.



                       HOW TO PURCHASE AND REDEEM SHARES

     A complete description of the manner by which shares of the Funds may be
purchased appears in the Prospectus under the heading "Purchasing Shares -- How
to Purchase Shares."

     The sales charge normally deducted on purchases of Class A shares of the
Funds is used to compensate AIM Distributors and participating dealers for
their expenses incurred in connection with the distribution of such shares.
Since there is little expense associated with unsolicited orders placed
directly with AIM Distributors by persons who, because of their relationship
with the Funds or with AIM and its affiliates, are familiar with the Funds, or
whose programs for purchase involve little expense (e.g., because of the size
of the transaction and shareholder records required), AIM Distributors believes
that it is appropriate and in the Funds' best interests that such persons be
permitted to purchase Class A shares of the Funds through AIM Distributors
without payment of a sales charge. The persons who may purchase Class A shares
of the Funds without a sales charge are listed under the caption "Reductions in
Initial Sales Charges - Purchases at Net Asset Value."

     Complete information concerning the method of exchanging shares of the
Funds for shares of the other AIM Funds is set forth in the Prospectus under
the heading "Exchanging Shares."

     Information concerning redemption of the Funds' shares is set forth in the
Prospectus under the heading "Redeeming Shares." Shares of the AIM Funds may be
redeemed directly through AIM Distributors or through any dealer who has
entered into an agreement with AIM Distributors. In addition to the Funds'
obligation to redeem shares, AIM Distributors may also repurchase shares as an
accommodation to shareholders. To effect a repurchase, those dealers who have
executed Selected Dealer Agreements with AIM Distributors must phone orders to
the order desk of the Fund telephone: (800) 347-4246 and guarantee delivery of
all required documents in good order. A repurchase is effected at the net asset
value of the Fund next determined after such order is received. Such
arrangement is subject to timely receipt by AFS of all required documents in
good order. If such documents are not received within a reasonable time after
the order is placed, the order is subject to cancellation. While there is no
charge imposed by the Funds or by AIM Distributors (other than any applicable
CDSC) when shares are redeemed or repurchased, dealers




                                      73


<PAGE>   405
may charge a fair service fee for handling the transaction. AIM intends to
redeem all shares of the Funds in cash.

     The right of redemption may be suspended or the date of payment postponed
when (a) trading on the New York Stock Exchange ("NYSE") is restricted, as
determined by applicable rules and regulations of the SEC, (b) the NYSE is
closed for other than customary weekend and holiday closings, (c) the SEC has by
order permitted such suspension, or (d) an emergency as determined by the SEC
exists making disposition of portfolio securities or the valuation of the net
assets of the Fund not reasonably practicable.

BACKUP WITHHOLDING


     Accounts submitted without a correct, certified taxpayer identification
number or, alternatively, a completed Internal Revenue Service ("IRS") Form W-8
(for non-resident aliens) or Form W-9 (certifying exempt status) accompanying
the registration information will generally be subject to backup withholding.


     Each AIM Fund, and other payers, must, according to IRS regulations,
withhold 31% of redemption payments and reportable dividends (whether paid or
accrued) in the case of any shareholder who fails to provide the Fund with a
taxpayer identification number ("TIN") and a certification that he is not
subject to backup withholding.

     An investor is subject to backup withholding if:

     (1)  the investor fails to furnish a correct TIN to the Fund, or

     (2)  the IRS notifies the Fund that the investor furnished an incorrect
          TIN, or

     (3)  the investor or the Fund is notified by the IRS that the investor is
          subject to backup withholding because the investor failed to report
          all of the interest and dividends on such investor's tax return (for
          reportable interest and dividends only), or

     (4)  the investor fails to certify to the Fund that the investor is not
          subject to backup withholding under (3) above (for reportable interest
          and dividend accounts opened after 1983 only), or


     (5)  the investor does not certify his TIN. This applies only to non-exempt
          mutual fund accounts opened after 1983.

     Interest and dividend payments are subject to backup withholding in all
five situations discussed above. Redemption proceeds and long-term gain
distributions are subject to backup withholding only if (1) (2) or (5) above
applies.

     Certain payees and payments are exempt from backup withholding and
information reporting. A complete listing of such exempt entities appears in the
Instructions for the Requester of Form W-9 (which can be obtained from the IRS)
and includes, among others, the following:

     o    a corporation

     o    an organization exempt from tax under Section 501(a), an individual
          retirement plan (IRA), or a custodial account under Section 403(b)(7)

     o    the United States or any of its agencies or instrumentalities

     o    a state, the District of Columbia, a possession of the United States,
          or any of their political subdivisions or instrumentalities

     o    a foreign government or any of its political subdivisions, agencies or
          instrumentalities



                                      74
<PAGE>   406

     o    an international organization or any of its agencies or
          instrumentalities

     o    a foreign central bank of issue

     o    a dealer in securities or commodities required to register in the U.S.
          or a possession of the U.S.

     o    a futures commission merchant registered with the Commodity Futures
          Trading Commission

     o    a real estate investment trust

     o    an entity registered at all times during the tax year under the 1940
          Act

     o    a common trust fund operated by a bank under Section 584(a)

     o    a financial institution

     o    a middleman known in the investment community as a nominee or listed
          in the most recent publication of the American Society of Corporate
          Secretaries, Inc., Nominee List

     o    a trust exempt from tax under Section 664 or described in Section 4947


     Investors should contact the IRS if they have any questions concerning
entitlement to an exemption from backup withholding.

NOTE: Section references are to sections of the Code.

     IRS PENALTIES -- Investors who do not supply the AIM Funds with a correct
TIN will be subject to a $50 penalty imposed by the IRS unless such failure is
due to reasonable cause and not willful neglect. If an investor falsifies
information on this form or makes any other false statement resulting in no
backup withholding on an account which should be subject to backup withholding,
such investor may be subject to a $500 penalty imposed by the IRS and to certain
criminal penalties including fines and/or imprisonment.


     NONRESIDENT ALIENS -- Nonresident alien individuals and foreign entities
are not subject to the backup withholding previously discussed, but must certify
their foreign status by attaching IRS Form W-8 to their application. Form W-8
remains in effect for three calendar years beginning with the calendar year in
which it is received by the Fund. Such shareholders may, however, be subject to
federal income tax withholding at a 30% rate on ordinary income dividends and
distributions and return of capital distributions. Under applicable treaty law,
residents of treaty countries may qualify for a reduced rate of withholding or a
withholding exemption.



                                      75
<PAGE>   407

                          NET ASSET VALUE DETERMINATION

     The net asset value per share of each Fund or Portfolio is normally
determined once daily as of the close of the customary trading session of the
NYSE (generally 4:00 p.m. Eastern time) on each business day of the Fund or
Portfolio. In the event the NYSE closes early (i.e., before 4:00 p.m. Eastern
time) on a particular day, the net asset value of a Fund or Portfolio share is
determined as of the close of the NYSE on such day. Net asset value per share is
determined by dividing the value of the equity securities, cash and other assets
(including interest accrued but not collected) attributable to a particular
class, less all its liabilities (including accrued expenses and dividends
payable) attributable to that class, by the total number of shares outstanding
of that class. Determination of each Fund's or Portfolio's net asset value per
share is made in accordance with generally accepted accounting principles.

     Each equity security held is valued at its last sales price on the exchange
where the security is principally traded or, lacking any sales on a particular
day, the security is valued at the last available bid. Each security traded in
the over-the-counter market (but not including securities reported on the NASDAQ
National Market System) is valued at the mean between the last bid and asked
prices based upon quotes furnished by market makers for such securities. Each
security reported on the NASDAQ National Market System is valued at the last
sales price on the valuation date or absent a last sales price, at the mean
between the closing bid and asked prices on that day. Debt securities are valued
on the basis of prices provided by an independent pricing service. Prices
provided by the pricing service may be determined without exclusive reliance on
quoted prices, and may reflect appropriate factors such as institution-size
trading in similar groups of securities, developments related to special
securities, yield, quality, coupon rate, maturity, type of issue, individual
trading characteristics and other market data. Securities for which market
quotations are not readily available or are questionable are valued at fair
market value as determined in good faith by or under the supervision of the
Trust's officers in a manner specifically authorized by the Board of Trustees.
Short-term obligations having 60 days or less to maturity are valued on the
basis of amortized cost. For purposes of determining net asset value per share,
futures and options contracts generally will be valued 15 minutes after the
close of the customary trading session of the NYSE.

     Generally, trading in foreign securities, corporate bonds, U.S. Government
securities and money market instruments is substantially completed each day at
various times prior to the close of the customary trading session of the NYSE.
The values of such securities used in computing the net asset value of each
Fund's or Portfolio's shares are determined at such times. Foreign currency
exchange rates are also generally determined prior to the close of the NYSE.
Occasionally, events affecting the values of such securities and such exchange
rates may occur between the times at which such values are determined and the
close of the customary trading session of the NYSE which will not be reflected
in the computation of a Fund's or Portfolio's net asset value. If events
materially affecting the value of such securities occur during such period, then
these securities will be valued at their fair value as determined in good faith
by or under the supervision of the Board(s) of Trustees of the Funds and the
Portfolio.


                    DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS

REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS


     Income dividends and capital gains distributions are automatically
reinvested in additional shares of the same class of each Fund unless the
shareholder has requested in writing to receive such dividends and distributions
in cash or that they be invested in shares of another AIM Fund, subject to the
terms and conditions set forth under the caption "Shareholder Information-
Purchasing Shares-Special Plans-Automatic Dividend Investment." If a
shareholder's account does not have any shares in it on a dividend or capital
gains distribution payment date, the dividend or distribution will be paid in
cash whether or not the shareholder has elected to have such dividends or
distributions reinvested.


                                      76
<PAGE>   408
TAX MATTERS

     The following is only a summary of certain additional tax considerations
generally affecting the Funds and their shareholders that are not described in
the Prospectus. No attempt is made to present a detailed explanation of the tax
treatment of each Fund or its shareholders, and the discussion here and in the
Prospectus is not intended as a substitute for careful tax planning.

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 Emerging Markets Debt 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 Emerging Markets Debt 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 Emerging Markets Debt 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 Emerging Markets Debt 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 Emerging Markets Debt Fund will be able to continue
to satisfy all those requirements.

     Distributions to the Emerging Markets Debt 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

                                      77
<PAGE>   409
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 Emerging Markets Debt 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 Funds" means the
Government Income Fund, the Strategic Income Fund, the Growth & Income Fund and
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 an
Investor Fund's total assets (taking into account, in the case of the Emerging
Markets Debt 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 Emerging Markets Debt Fund, its proportionate share
of any foreign taxes paid by the Portfolio) (a "Fund's foreign taxes"). Pursuant
to the election, an Investor 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 Emerging Markets Debt 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 Investor 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 Emerging Markets Debt 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 foreign tax credit limitation and will be able to claim a foreign tax
credit without having to file the Form 1116 that otherwise is required.


     Passive Foreign Investment Companies. Each Investor 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
Investor Fund is a U.S. shareholder (effective with respect to each Investor
Fund for its taxable year beginning November 1, 1999)--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, an Investor Fund
will be subject to federal income tax on a part (or, in the case of the Emerging
Markets Debt Fund, its proportionate share of a part) of any "excess
distribution" received by it (or, in the case of the Emerging Markets Debt Fund,
by the Portfolio) on the stock of a PFIC or of any gain on the Fund's (or, in
the case of the Emerging Markets Debt Fund, the Portfolio's) disposition of that
stock (collectively "PFIC income"), plus interest thereon, even if the Fund

                                      78
<PAGE>   410
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 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
Emerging Markets Debt Fund) would be required to include in income each year its
pro rata share (taking into account, in the case of the Emerging Markets Debt
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
Emerging Markets Debt 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.



     Effective for its taxable year beginning November 1, 1999, each Investor
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 an Investor Fund's
adjusted basis therein as of the end of that year. Pursuant to the election, an
Investor 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. An Investor 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.

     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 Emerging Markets Debt
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--20% (10% for noncorporate taxpayers in the 15%
marginal tax bracket) for gain recognized on capital assets held for more than
12 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 Investor Fund attempts to monitor
Section 988 transactions to minimize any adverse tax impact.



                                      78
<PAGE>   411

     If an Investor 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
unless the closed transaction exception applies. A constructive sale generally
consists of a short sale, an offsetting notional principal contract or futures
or forward contract entered into by an Investor 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 Emerging
Markets Debt 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, the Strategic Income Fund or
the Emerging Markets Debt Fund, or both, 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 Emerging Markets Debt 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 Emerging
Markets Debt Fund, its, or its share of the Portfolio's) cash assets or, if
necessary, from the proceeds of sales of portfolio securities. Such 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 the Growth & Income 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 that
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 federal alternative minimum tax. The Funds other than
the Growth & Income Fund are not expected to pay dividends eligible for that
deduction.

     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



                                      79
<PAGE>   412
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 that are in effect at the date of this Statement of Additional
Information and that affect the Funds, their shareholders and the Portfolio.
Investors are urged to consult their own tax advisors for more detailed
information and for information regarding any foreign, state and local taxes
applicable to distributions received from a Fund.

REINSTATEMENT PRIVILEGE


     For federal income tax purposes, exercise of your reinstatement privilege
may increase the amount of gain or reduce the amount of loss recognized in the
original redemption transaction, because the initial sales charge will not be
taken into account in determining such gain or loss to the extent there has been
a reduction in the initial sales charge payable upon reinstatement. Wash sale
rules may also limit the amount of loss recognized.



                             SHAREHOLDER INFORMATION

     This information supplements the discussion in each Fund's Prospectus under
the title "Shareholder Information."


     TIMING OF PURCHASE ORDERS. It is the responsibility of the dealer to ensure
that all orders are transmitted on a timely basis to the Transfer Agent. Any
loss resulting from the dealer's failure to submit an order within the
prescribed time frame will be borne by that dealer. If a check used to purchase
shares does not clear, or if any investment order must be canceled due to
nonpayment, the investor will be responsible for any resulting loss to an AIM
Fund or to AIM Distributors.

     SHARE CERTIFICATES. AIM Funds will issue share certificates upon written
request to AFS. Otherwise, shares are held on the shareholder's behalf and
recorded on the Fund books. AIM Funds will not issue certificates for shares
held in prototype retirement plans.

     SYSTEMATIC WITHDRAWAL PLAN. Under a Systematic Withdrawal Plan, all shares
are to be held by the Transfer Agent and all dividends and distributions are
reinvested in shares of the applicable AIM Fund by the Transfer Agent. To
provide funds for payments made under the Systematic Withdrawal Plan, the
Transfer Agent redeems sufficient full and fractional shares at their net asset
value in effect at the time of each such redemption.



     Payments under a Systematic Withdrawal Plan constitute taxable events.
Since such payments are funded by the redemption of shares, they may result in a
return of capital and in capital gains or losses, rather than in ordinary
income. Because sales charges are imposed on additional purchases of shares
(other than Class B or Class C Shares of the AIM Funds and AIM Cash Reserve
Shares of AIM Money Market Fund), it is disadvantageous to effect such purchases
while a Systematic Withdrawal Plan is in effect.


     Each AIM Fund bears its share of the cost of operating the Systematic
Withdrawal Plan.


                                      80
<PAGE>   413

     TERMS AND CONDITIONS OF EXCHANGE. Normally, shares of an AIM Fund to be
acquired by exchange are purchased at their net asset value or applicable
offering price, as the case may be, determined on the date that such request is
received, but under unusual market conditions such purchases may be delayed for
up to five business days if it is determined that a fund would be materially
disadvantaged by an immediate transfer of the proceeds of the exchange. If a
shareholder is exchanging into a fund paying daily dividends, and the release of
the exchange proceeds is delayed for the foregoing five-day period, such
shareholder will not begin to accrue dividends until the sixth business day
after the exchange.


     EXCHANGES BY TELEPHONE. AIM Distributors has made arrangements with certain
dealers and investment advisory firms to accept telephone instructions to
exchange shares between any of the AIM Funds. AIM Distributors reserves the
right to impose conditions on dealers or investment advisors who make telephone
exchanges of shares of the funds, including the condition that any such dealer
or investment advisor enter into an agreement (which contains additional
conditions with respect to exchanges of shares) with AIM Distributors. To
exchange shares by telephone, a shareholder, dealer or investment advisor who
has satisfied the foregoing conditions must call AFS at (800) 959-4246. If a
shareholder is unable to reach AFS by telephone, he may also request exchanges
by telegraph or use overnight courier services to expedite exchanges by mail,
which will be effective on the business day received by the Transfer Agent as
long as such request is received prior to NYSE Close. The Transfer Agent and AIM
Distributors may in certain cases be liable for losses due to unauthorized or
fraudulent transactions if they do not follow reasonable procedures for
verification of telephone transactions. Such reasonable procedures may include
recordings of telephone transactions (maintained for six months), requests for
confirmation of the shareholder's Social Security Number and current address,
and mailings of confirmations promptly after the transaction.


     By signing an account application form, an investor appoints the Transfer
Agent as his true and lawful attorney-in-fact to surrender for redemption any
and all unissued shares held by the Transfer Agent in the designated account(s),
or in any other account with any of the AIM Funds, present or future, which has
the identical registration as the designated account(s), with full power of
substitution in the premises. The Transfer Agent and AIM Distributors are
thereby authorized and directed to accept and act upon any telephone redemptions
of shares held in any of the account(s) listed, from any person who requests the
redemption proceeds to be applied to purchase shares in any one or more of the
AIM Funds, provided that such fund is available for sale and provided that the
registration and mailing address of the shares to be purchased are identical to
the registration of the shares being redeemed. An investor acknowledges by
signing the form that he understands and agrees that the Transfer Agent and AIM
Distributors may not be liable for any loss, expense or cost arising out of any
telephone exchange requests effected in accordance with the authorization set
forth in these instructions if they reasonably believe such request to be
genuine, but may in certain cases be liable for losses due to unauthorized or
fraudulent transactions. Procedures for verification of telephone transactions
may include recordings of telephone transactions (maintained for six months),
requests for confirmation of the shareholder's Social Security Number and
current address, and mailings of confirmations promptly after the transactions.
The Transfer Agent reserves the right to modify or terminate the telephone
exchange privilege at any time without notice. An investor may elect not to have
this privilege by marking the appropriate box on the application. Then any
exchanges must be effected in writing by the investor.



     REDEMPTIONS BY TELEPHONE.  By signing an account application form, an
investor appoints the Transfer Agent as his true and lawful attorney-in-fact to
surrender for redemption any and all unissued shares held by the Transfer Agent
in the designated account(s), present or future, with full power of substitution
in the premises. The Transfer Agent and AIM Distributors are thereby authorized
and directed to accept and act upon any telephone redemptions of shares held in
any of the account(s) listed, from any person who requests the redemption.




                                      81
<PAGE>   414

An investor acknowledges by signing the form that he understands and agrees that
the Transfer Agent and AIM Distributors may not be liable for any loss, expense
or cost arising out of any telephone redemption requests effected in accordance
with the authorization set forth in these instructions if they reasonably
believe such request to be genuine, but may in certain cases be liable for
losses due to unauthorized or fraudulent transactions. Procedures for
verification of telephone transactions may include recordings of telephone
transactions (maintained for six months), requests for confirmation of the
shareholder's Social Security Number and current address, and mailings of
confirmations promptly after the transaction. The Transfer Agent reserves the
right to cease to act as attorney-in-fact subject to this appointment, and AIM
Distributors reserves the right to modify or terminate the telephone redemption
privilege at any time without notice. An investor may elect not to have this
privilege by marking the appropriate box on the application. Then any
redemptions must be effected in writing by the investor.



     SIGNATURE GUARANTEES.  In addition to those circumstances listed in the
"Shareholder Information" section of each Fund's prospectus, signature
guarantees are required in the following situations: (1) requests to transfer
the registration of shares to another owner; (2) telephone exchange and
telephone redemption authorization forms; (3) changes in previously designated
wiring or electronic funds transfer instructions; and (4) written redemptions or
exchanges of shares previously reported as lost, whether or not the redemption
amount is under $50,000 or the proceeds are to be sent to the address of record.
AIM Funds may waive or modify any signature guarantee requirements at any time.

     Acceptable guarantors include banks, broker-dealers, credit unions,
national securities exchanges, savings associations and any other organization,
provided that such institution or organization qualifies as an "eligible
guarantor institution" as that term is defined in rules adopted by the SEC, and
further provided that such guarantor institution is listed in one of the
reference guides contained in the Transfer Agent's current Signature Guarantee
Standards and Procedures, such as certain domestic banks, credit unions,
securities dealers, or securities exchanges. The Transfer Agent will also accept
signatures with either: (1) a signature guaranteed with a medallion stamp of the
STAMP Program, or (2) a signature guaranteed with a medallion stamp of the NYSE
Medallion Signature Program, provided that in either event, the amount of the
transaction involved does not exceed the surety coverage amount indicated on the
medallion. For information regarding whether a particular institution or
organization qualifies as an "eligible guarantor institution," an investor
should contact the Client Services Department of AFS.



     TRANSACTIONS BY INTERNET. An investor may effect transactions in his
account through the Internet by selecting the AIM Internet Connect option on his
completed account application form or completing an AIM Internet Connect
Authorization Form. By signing either form the investor acknowledges and agrees
that the Transfer Agent and AIM Distributors will not be liable for any loss,
expense or cost arising out of any internet transaction effected in accordance
with the instructions set forth in the forms if they reasonably believe such
request to be genuine. Procedures for verification of internet transactions
include requests for confirmation of the shareholder's personal identification
number and mailing of confirmations promptly after the transactions. The
investor also acknowledges that (1) if he no longer wants the AIM Internet
Connect option, he will notify the Transfer Agent in writing, and (2) the AIM
Internet Connect option may be terminated at any time by the AIM Funds.


     DIVIDENDS AND DISTRIBUTIONS. In determining the amount of capital gains, if
any, available for distribution, net capital gains are offset against available
net capital losses, if any, carried forward from previous fiscal periods.


     For funds that do not declare a dividend daily, such dividends and
distributions will be reinvested at the net asset value per share determined on
the ex-dividend date. For funds that declare a dividend



                                      82
<PAGE>   415
daily, such dividends and distributions will be reinvested at the net asset
value per share determined on the payable date.


     Dividends on Class B and Class C shares are expected to be lower than those
for Class A shares or AIM Cash Reserve Shares because of higher distribution
fees paid by Class B and Class C shares. Dividends on all shares may also be
affected by other class-specific expenses.

     Changes in the form of dividend and distribution payments may be made by
the shareholder at any time by notice to the Transfer Agent and are effective as
to any subsequent payment if such notice is received by the Transfer Agent prior
to the record date of such payment. Any dividend and distribution election
remains in effect until the Transfer Agent receives a revised written election
by the shareholder.


     Any dividend or distribution paid by a fund which does not declare
dividends daily has the effect of reducing the net asset value per share on the
ex-dividend date by the amount of the dividend or distribution. Therefore, a
dividend or distribution declared shortly after a purchase of shares by an
investor would represent, in substance, a return of capital to the shareholder
with respect to such shares even though it would be subject to income taxes.


                            MISCELLANEOUS INFORMATION

CHARGES FOR CERTAIN ACCOUNT INFORMATION

     The Transfer Agent may impose certain copying charges for requests for
copies of shareholder account statements and other historical account
information older than the current year and the immediately preceding year.

CUSTODIAN AND TRANSFER AGENT

     State Street Bank and Trust Company (the "Custodian"), 225 Franklin Street,
Boston, Massachusetts 02110, is custodian of all securities and cash of the
Funds. The Custodian attends to the collection of principal and income, pays and
collects all monies for securities bought and sold by the Funds and performs
certain other ministerial duties. AIM Fund Services, Inc., a wholly owned
subsidiary of AIM, 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173, acts
as transfer and dividend disbursing agent for the Funds. These services do not
include any supervisory function over management or provide any protection
against any possible depreciation of assets. The Funds pay the Custodian and the
Transfer Agent such compensation as may be agreed upon from time to time.

INDEPENDENT ACCOUNTANTS

     The Funds' and the Portfolio's independent accountants are
PricewaterhouseCoopers LLP. PricewaterhouseCoopers LLP 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 Trust, 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
PricewaterhouseCoopers LLP, 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.

                                      83
<PAGE>   416
LEGAL MATTERS

     The law firm of Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue N.W.,
Washington, D.C. 20036-1800, acts as counsel to the Trust and the Funds.

SHAREHOLDER LIABILITY

     Under Delaware law, the shareholders of the Trust enjoy the same
limitations extended to shareholders of private, for-profit corporations. There
is a remote possibility, however, that under certain circumstances shareholders
of the Trust may be held personally liable for the Trust's obligations. However,
the Trust Agreement disclaims shareholder liability for acts or obligations of
the Trust and requires that notice of such disclaimer be given in each
agreement, obligation or instrument entered into or executed by the Trust or a
trustee. If a shareholder is held personally liable for the obligations of the
Trust, the Trust Agreement provides that the shareholder shall be entitled out
of the assets belonging to the applicable Fund (or allocable to the applicable
Class), to be held harmless from and indemnified against all loss and expense
arising from such liability in accordance with the Trust's Bylaws and applicable
law. Thus, the risk of a shareholder incurring financial loss on account of such
liability is limited to circumstances in which the Trust itself would be unable
to meet its obligations and where the other party was held not to be bound by
the disclaimer.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES


     To the best knowledge of the Trust, the names and addresses of the holders
of 5% or more of the outstanding shares of any class of each Fund as of February
14, 2000, and the percentage of the outstanding shares held by such holders are
set forth below.



<TABLE>
<CAPTION>
                                                                                                  PERCENT
                                                                                PERCENT           OWNED OF
                                 NAME AND ADDRESS                               OWNED OF         RECORD AND
FUND                             OF RECORD OWNER                                RECORD ONLY*     BENEFICIALLY
- ----                             ----------------                               -----------      ------------

<S>                              <C>                                             <C>              <C>
AIM Emerging Markets Debt Fund
   Class A                       Salomon Smith Barney Inc                           5.0%             -0-
                                 388 Greenwich Street
                                 New York, NY  10013-2339

AIM Emerging Markets Debt Fund
   Class B                       Merrill Lynch Pierce Fenner & Smith                9.3%             -0-
                                 FBO The Sole Benefit of Customers
                                 Attn:  Fund Administrator
                                 4800 Deer Lake Dr East 2nd Floor
                                 Jacksonville, FL  32246

AIM Emerging Markets Debt Fund

</TABLE>




- ------------------------------
*    The Trust has no knowledge as to whether all or any portion of the shares
     owned of record only are also owned beneficially.




                                      84
<PAGE>   417


<TABLE>
<S>                              <C>                                                  <C>                <C>
   Class C                       Salomon Smith Barney Inc                          20.5%             -0-
                                 333 West 34th Street - 3rd Floor
                                 New York, NY  10001

                                 Donaldson Lufkin Jenrette                         19.4%             -0-
                                 Securities Corporation Inc
                                 P.O. Box 2052
                                 Jersey City, NJ  07303-9998

                                 Jane W. Glover                                    -0-                8.8%
                                 1201 Kirkland Road
                                 Covington, GA  30016-2948

                                 ITC Cust Rollover IRA FBO                         -0-                7.6%
                                 Dennis M. Maziarz
                                 27 Bailey Drive
                                 Washington Crossing, PA  18977-1007

                                 Raymond James & Assoc. Inc CSDN                   -0-                6.8%
                                 Cosmo D Mastropaolo IRA R/O
                                 9 Pointview Pl
                                 Mountain Lakes, NJ  07046

                                 Key Forms Inc                                      5.5%             -0-
                                 Profit Sharing Plan
                                 295 Buck Rd Ste 103
                                 Holland, PA  18966-1748
</TABLE>





- ------------------------------
*    The Trust has no knowledge as to whether all or any portion of the shares
     owned of record only are also owned beneficially.




                                      85
<PAGE>   418

<TABLE>
<CAPTION>
                                                                                                    PERCENT
                                                                                  PERCENT          OWNED OF
                                 NAME AND ADDRESS                                OWNED OF         RECORD AND
FUND                             OF RECORD OWNER                                RECORD ONLY*     BENEFICIALLY
- ----                             ---------------                                ------------     ------------
<S>                              <C>                                          <C>                <C>
                                 ITC Cust IRA FBO                                  -0-                5.4%
                                 Ronald S. Brunetti


                                 838 Tall Timber Road
                                 Orange, CT  06477-1424

                                 Robert W. Baird & Co. Inc                          5.3%             -0-
                                 777 East Wisconsin Avenue
                                 Milwaukee, WI  53202-5391


AIM Global Government Income Fund
   Class A                       Merrill Lynch Pierce Fenner & Smith                6.1%             -0-
                                 FBO The Sole Benefit of Customers
                                 Attn:  Fund Administrator
                                 4800 Deer Lake Dr East 2nd Floor
                                 Jacksonville, FL  32246

AIM Global Government Income Fund
   Class B                       Merrill Lynch Pierce Fenner & Smith                7.6%             -0-
                                 FBO The Sole Benefit of Customers
                                 Attn:  Fund Administrator
                                 4800 Deer Lake Dr East 2nd Floor
                                 Jacksonville, FL  32246

AIM Global Government Income Fund
   Class C                       Painewebber for the benefit of                    -0-               50.1%
                                 Robert P. Brouillard MD &
                                 Susan M. Brouillard TTEES FBO
                                 9850 Genesee Ave #830
                                 La Jolla, CA  92037-1219
</TABLE>


                                      86
<PAGE>   419

<TABLE>
<S>                              <C>                                              <C>              <C>
                                 Painewebber for the benefit of                    -0-               39.7%
                                 Painewebber CDN FBO
                                 Steven R. Awalt
                                 P. O. Box 3321
                                 Weehawken, NJ  07087-8154

                                 Painewebber for the benefit of                    -0-               10.0%
                                 Painewebber CDN
                                 Roy E. Weyker IRA
                                 P. O. Box 3321
                                 Weehawken, NJ  07087-8154
</TABLE>


                                      87
<PAGE>   420

<TABLE>
<CAPTION>
                                                                                                    PERCENT
                                                                                  PERCENT          OWNED OF
                                 NAME AND ADDRESS                                OWNED OF         RECORD AND
FUND                             OF RECORD OWNER                                RECORD ONLY*     BENEFICIALLY
- ----                             ----------------                               ------------     ------------
<S>                               <C>                                             <C>               <C>
AIM Global Growth & Income Fund
   Class A                       Merrill Lynch Pierce Fenner & Smith                8.8%             -0-
                                 FBO The Sole Benefit of Customers
                                 Attn:  Fund Administrator
                                 4800 Deer Lake Dr East 2nd Floor
                                 Jacksonville, FL  32246

AIM Global Growth & Income Fund
   Class C                       Wexford Clearing Services Corp FBO                11.7%             -0-
                                 Nancy Conger, I. Norman
                                 Pearlstine Co-Ttees, Raymond
                                 Pearlstine Gladys Pearlstine
                                 Trust UA Dtd 11/16/95
                                 Millington, NJ  07946-1402
                                                                                    8.8%             -0-

</TABLE>


- ---------------------
*        The trust has no knowledge as to whether all or any portion of the
         shares owned of record only are also owned beneficially.

                                      88
<PAGE>   421

<TABLE>

<S>                              <C>                                            <C>                  <C>
                                 Merril Lynch Pierce Fenner & Smith                 8.8%             -0-
                                 FBO The Sole Benefit of Customers
                                 Attn:  Fund Administrator
                                 4800 Deer Lake Dr East 2nd Floor
                                 Jacksonville, FL  32246

AIM Strategic Income Fund
   Class B                       Merrill Lynch Pierce Fenner & Smith                5.6%             -0-
                                 FBO The Sole Benefit of Customers
                                 Attn:  Fund Administrator
                                 4800 Deer Lake Dr East 2nd Floor
                                 Jacksonville, FL  32246

AIM Strategic Income Fund
   Class C                       NFSC FEBO # OSN-455458                            39.1%             -0-
                                 Hayes Lemmerz International
                                 William D. Shovers-CFO
                                 15300 Centennial Dr
                                 Northville, MI  48167

                                 First Clearing Corporation                        -0-               20.9%
                                 Timothy P. Cronin and
                                 Margaret R. Cronin
                                 Jt Ten
                                 111 Fort Walker Drive

                                 Donaldson Lufkin Jenrette                          7.0%             -0-
                                 Securities Corporation Inc
                                 P. O. Box 2052
                                 Jersey City, NJ  07303-9998
</TABLE>



         As of February 14, 2000, the trustees and officers of the Trust as a
group owned beneficially less than 1% of the outstanding shares of each class of
Emerging Markets Debt Fund, Government Income Fund, Growth & Income Fund and
Strategic Income Fund.



                               INVESTMENT RESULTS

TOTAL RETURN QUOTATIONS


          The standard formula for calculating total return is as follows:

                                         n
                                   P(1+T) =ERV


     Where P = a hypothetical initial payment of $1,000.

           T = average annual total return (assuming the applicable maximum
               sales load is deducted at the beginning of the 1, 5, or 10 year
               periods).

           n = number of years.


                                      89
<PAGE>   422

        ERV  = ending redeemable value of a hypothetical $1,000 payment at the
               end of the 1, 5, or 10 year periods (or fractional portion of
               such period).



          The standardized returns for the Class A shares of each of the named
Funds, stated as average annualized total returns for the periods shown, were:



<TABLE>
<CAPTION>
                                                        ONE          FIVE        TEN         SINCE
                                                        YEAR         YEARS      YEARS      INCEPTION*
                                                       ------        -----     ------      ---------
<S>                                                    <C>           <C>       <C>        <C>
Emerging Markets Debt Fund ........................    15.01%        8.51%      N/A          9.11%
Government Income Fund ............................   (12.16)%       4.54%      5.44%        5.65%
Growth & Income Fund ..............................    (5.41)%      12.67%      N/A         11.66%
Strategic Income Fund .............................    (5.19)%       7.12%      7.40%        7.24%
</TABLE>


       *  The inception dates for Class A shares of each Fund are as follows:
          Emerging Markets Debt Fund 10/22/92, Government Income Fund 03/29/88,
          Growth & Income Fund 09/25/90 and Strategic Income Fund 03/29/88.


          The standardized returns for Class B shares of each of the named
Funds, stated as average annualized total returns for the periods shown, were:



<TABLE>
<CAPTION>
                                                        ONE         FIVE       TEN          SINCE
                                                       YEAR         YEARS     YEARS       INCEPTION*
                                                       ----         -----     -----       ---------
<S>                                                    <C>           <C>       <C>        <C>
Emerging Markets Debt Fund ........................    15.01%        8.63%      N/A          9.15%
Government Income Fund ............................   (12.76)%       4.52%      N/A          4.25%
Growth & Income Fund ..............................    (4.88)%      12.98%      N/A         12.22%
Strategic Income Fund .............................    (5.82)%       7.14%      N/A          6.77%
</TABLE>



   * The inception date for Class B shares of each Fund is 10/22/92.


     The standardized returns for Class C shares of each of the named Funds,
stated as aggregate total returns for the periods shown, were:



<TABLE>
<CAPTION>
                                                        ONE          FIVE       TEN          SINCE
                                                       YEAR         YEARS      YEARS       INCEPTION*
                                                       ----         -----      -----       ---------
<S>                                                      <C>          <C>       <C>         <C>
Emerging Markets Debt Fund ..........................    N/A          N/A       N/A         19.56%
Government Income Fund ..............................    N/A          N/A       N/A         (5.40)%
Growth & Income Fund ................................    N/A          N/A       N/A          2.50%
Strategic Income Fund ...............................    N/A          N/A       N/A          0.04%
</TABLE>


                                      90
<PAGE>   423

       * The inception date for Class C shares of each Fund is 03/01/99.


NON-STANDARDIZED RETURNS

          Standard total return quotes may be accompanied by total return
figures calculated by alternative methods. For example, average annual total
return may be calculated without assuming payment of the full sales load
according to the following formula:
                                         n
                                   P(1+U) =ERV


     Where P = a hypothetical initial payment of $1,000.
           U = average annual total return assuming payment of only a stated
               portion of, or none of, the applicable maximum sales load at the
               beginning of the stated period.
          n  = number of years.
         ERV = ending redeemable value of a hypothetical $1,000 payment at the
               end of the stated period.



          The average annual non-standardized returns for the Class A shares of
each of the named Funds, stated as average annualized total returns for the
periods shown, were:



<TABLE>
<CAPTION>
                                                          ONE      FIVE          TEN         SINCE
                                                         YEAR     YEARS         YEARS      INCEPTION*
                                                         ----     -----         -----      ----------
<S>                                                    <C>         <C>          <C>        <C>
Emerging Markets Debt Fund .........................   20.80%      9.57%        N/A         9.85%
Government Income Fund..............................   (7.82)%     5.55%        5.96%       6.09%
Growth & Income Fund................................    0.12%     13.97%        N/A        12.36%
Strategic Income Fund...............................   (0.47)%     8.17%        7.92%       7.69%
</TABLE>


       *  The inception dates for Class A shares of each Fund are as follows:
          Emerging Markets Debt Fund 10/22/92, Government Income Fund 03/29/88,
          Growth & Income Fund 09/25/90 and Strategic Income Fund 03/29/88.


     The average annual non-standardized returns for the Class B shares of each
of the named Funds, stated as average annualized total returns for the periods
shown, were:



<TABLE>
<CAPTION>
                                                         ONE        FIVE         TEN          SINCE
                                                        YEAR       YEARS        YEARS       INCEPTION*
                                                        ----       -----        -----       ----------
<S>                                                    <C>         <C>          <C>         <C>
Emerging Markets Debt Fund .........................   20.01%      8.85%        N/A          9.15%
Government Income Fund..............................   (8.37)%     4.84%        N/A          4.25%
Growth & Income Fund................................   (0.39)%    13.22%        N/A         12.22%
Strategic Income Fund...............................   (1.15)%     7.45%        N/A          6.77%
</TABLE>


                                      91
<PAGE>   424
      * The inception date for Class B shares of each Fund is 10/22/92


     The aggregate non-standardized returns for the Class C shares of each of
the named Funds, stated as aggregate total returns for the periods shown, were:



<TABLE>
<CAPTION>
                                                        ONE        FIVE          TEN        SINCE
                                                       YEAR       YEARS         YEARS     INCEPTION*
                                                       ----       -----         -----     ----------
<S>                                                    <C>        <C>           <C>       <C>
Emerging Markets Debt Fund                             N/A          N/A          N/A        20.56%
Government Income Fund                                 N/A          N/A          N/A        (4.47)%
Growth & Income Fund                                   N/A          N/A          N/A         3.43%
Strategic Income Fund                                  N/A          N/A          N/A         1.00%
</TABLE>


       * The inception date for Class C shares of each Fund is 03/01/99.


     Cumulative total return across a stated period may be calculated as
follows:

                                   P(1+V)(n)=ERV


     Where P    = a hypothetical initial payment of $1,000.
           V    = cumulative total return assuming payment of all of, a stated
                  portion of, or none of, the applicable maximum sales load at
                  the beginning of the stated period.

           n    = number of years.
           ERV  = ending redeemable value of a hypothetical $1,000 payment at
                  the end of the stated period.



     The aggregate non-standardized returns (not taking sales charges into
account) for the Class A shares of each of the named Funds, stated as aggregate
total returns for the periods shown, were:



<TABLE>
<CAPTION>
                                                        ONE        FIVE          TEN          SINCE
                                                       YEAR       YEARS         YEARS       INCEPTION*
                                                       ----       -----         -----       ----------
<S>                                                    <C>         <C>          <C>         <C>
Emerging Markets Debt Fund .........................   20.80%      57.96%         N/A        96.59%
Government Income Fund .............................   (7.82)%     31.02%        78.37%     100.45%
Growth & Income Fund ...............................    0.12%      12.29%         N/A       194.29%
Strategic Income Fund ..............................   (0.47)%     48.06%       114.37%     138.92%
</TABLE>


       *  The inception dates for Class A shares of each Fund are as follows:
          Emerging Markets Debt Fund 10/22/92, Government Income Fund 03/29/88,
          Growth & Income Fund 09/25/90 and Strategic Income Fund 03/29/88.


     The aggregate non-standardized returns (not taking sales charge into
account) for the Class B shares of each of the named Funds, stated as aggregate
total returns for the periods shown, were:


                                      92
<PAGE>   425

<TABLE>
<CAPTION>
                                                        ONE         FIVE         TEN           SINCE
                                                       YEAR        YEARS        YEARS        INCEPTION*
<S>                                                    <C>         <C>          <C>         <C>
Emerging Markets Debt Fund ...................        20.01%      52.83%        N/A           87.75%
Government Income Fund     ...................        -8.37%      26.64%        N/A           34.85%
Growth & Income Fund       .........................  -0.39%      86.08%        N/A          129.15%
Strategic Income Fund      .........................  -1.15%      43.20%        N/A           60.15%
</TABLE>



       * The inception date for Class B shares of each Fund is 10/22/92



     The aggregate non-standardized returns (not taking sales charge into
account) for the Class C shares of each of the named Funds, stated as aggregate
total returns for the periods shown, were:



<TABLE>
<CAPTION>
                                                       ONE         FIVE          TEN         SINCE
                                                      YEAR        YEARS         YEARS      INCEPTION*
<S>                                                    <C>         <C>          <C>         <C>
Emerging Markets Debt Fund ......................      N/A         N/A          N/A         20.56%
Government Income Fund     ......................      N/A         N/A          N/A         -4.47%
Growth & Income Fund       .........................   N/A         N/A          N/A          3.43%
Strategic Income Fund      .........................   N/A         N/A          N/A          1.00%
</TABLE>



       * The inception date for Class C shares of each Fund is 03/01/99

     The aggregate non-standardized returns (taking sales charges into account)
for the Class A shares of each of the named Funds, stated as aggregate total
returns for the periods shown, were:



<TABLE>
<CAPTION>
                                                          ONE      FIVE          TEN         SINCE
                                                         YEAR     YEARS         YEARS      INCEPTION*
<S>                                                    <C>         <C>          <C>         <C>
Emerging Markets Debt Fund .........................   15.01%     50.46%         N/A         87.25%
Government Income Fund     .........................  -12.16%     24.86%        69.88%       90.93%
Growth & Income Fund       .........................   -5.41%     81.59%         N/A        177.94%
Strategic Income Fund      .........................   -5.19%     41.02%       104.19%      127.57%
</TABLE>


       *  The inception dates for Class A shares of each Fund are as follows:
          Emerging Markets Debt Fund 10/22/92, Government Income Fund 03/29/88,
          Growth & Income Fund 09/25/90 and Strategic Income Fund 03/29/88.

                                      93
<PAGE>   426

     The aggregate non-standardized returns (taking sales charges into account)
for the Class B shares of each of the named Funds, stated as aggregate total
returns for the periods shown, were:



<TABLE>
<CAPTION>
                                                          ONE       FIVE         TEN         SINCE
                                                         YEAR      YEARS        YEARS      INCEPTION*
<S>                                                    <C>         <C>          <C>         <C>
Emerging Markets Debt Fund .........................   15.01%      51.29%       N/A         87.75%
Government Income Fund     .........................  -12.76%      24.72%       N/A         34.85%
Growth & Income Fund       .........................   -4.88%      84.08%       N/A        129.15%
Strategic Income Fund      .........................   -5.82%      41.20%       N/A         60.15%
</TABLE>


       * The inception date for Class B shares of each Fund is 10/22/92


     The aggregate non-standardized returns (not taking sales charge into
account) for the Class C shares of each of the named Funds, stated as aggregate
total returns for the periods shown, were:



<TABLE>
<CAPTION>
                                                       ONE         FIVE          TEN         SINCE
                                                      YEAR        YEARS         YEARS      INCEPTION*
<S>                                                    <C>         <C>          <C>         <C>
Emerging Markets Debt Fund ......................      N/A        N/A           N/A          20.56%
Government Income Fund     ......................      N/A        N/A           N/A          -4.47%
Growth & Income Fund       .........................   N/A        N/A           N/A           3.43%
Strategic Income Fund      .........................   N/A        N/A           N/A           1.00%
</TABLE>



       * The inception date for Class C shares of each Fund is 03/01/99


YIELD QUOTATIONS

     The standard formula for calculating yield for each Fund, as described in
the Prospectus, is as follows:

                           YIELD=2[((a-b)/(cxd)+1)(6)-1]

     Where a = dividends and interest earned during a stated 30-day period. For
               purposes of this calculation, dividends are accrued rather than
               recorded on the ex-dividend date. Interest earned under this
               formula must generally be calculated based on the yield to
               maturity of each obligation (or, if more appropriate, based on
               yield to call date).
           b = expenses accrued during period (net of reimbursement).
           c = the average daily number of shares outstanding during the period.
           d = the maximum offering price per share on the last day of the
               period.

     The yields of the Class A shares of Strategic Income Fund, Government
Income Fund and Emerging Markets Debt Fund for the one-month period ended
October 31, 1999 were 7.00%, 4.23% and 8.43%, respectively. The current yields
of the Class B shares of Strategic Income Fund, Government Income Fund and
Emerging Markets Debt Fund for the one-month period ended October 31, 1999 were
6.71%, 3.81% and 8.21%, respectively. The current yields of Class C shares of
Strategic Income Fund,




                                      94
<PAGE>   427

Government Income Fund and Emerging Markets Debt Fund for the one month period
ended October 31, 1999 were 6.71%, 3.81% and 8.21%, respectively.


PERFORMANCE INFORMATION

     All advertisements of a Fund will disclose the maximum sales charge
(including deferred sales charges) imposed on purchases of the Fund's shares. If
any advertised performance data does not reflect the maximum sales charge (if
any), such advertisement will disclose that the sales charge has not been
deducted in computing the performance data, and that, if reflected, the maximum
sales charge would reduce the performance quoted. Further information regarding
the Fund's performance is contained in the Fund's annual report to shareholders,
which is available upon request and without charge.

     A Fund's total return is calculated in accordance with a standardized
formula for computation of annualized total return. Standardized total return
for Class A shares reflects the deduction of the Fund's maximum front-end sales
charge at the time of purchase. Standardized total return for Class B shares
reflects the deduction of the maximum applicable contingent deferred sales
charge on a redemption of shares held for the period.

     A Fund's total return shows its overall change in value, including changes
in share price and assuming all the Fund's dividends and capital gain
distributions are reinvested. A cumulative total return reflects the Fund's
performance over a stated period of time. An average annual total return
reflects the hypothetical compounded annual rate of return that would have
produced the same cumulative total return if the Fund's performance had been
constant over the entire period. BECAUSE AVERAGE ANNUAL RETURNS TEND TO EVEN OUT
VARIATIONS IN THE FUND'S RETURN, INVESTORS SHOULD RECOGNIZE THAT SUCH RETURNS
ARE NOT THE SAME AS ACTUAL YEAR-BY-YEAR RESULTS. To illustrate the components of
overall performance, the Fund may separate its cumulative and average annual
returns into income results and capital gains or losses.

     Yield is computed in accordance with standardized formulas described herein
and can be expected to fluctuate from time to time and is not necessarily
indicative of future results. Accordingly, yield information may not provide a
basis for comparison with investments which pay a fixed rate of interest for a
stated period of time. Yield reflects investment income net of expenses over the
relevant period attributable to a Fund share, expressed as an annualized
percentage of the maximum offering price per share for Class A shares and net
asset value per share for Class B shares.

     Yield is a function of the type and quality of the Fund's investments, the
maturity of the securities held in the Fund's portfolio and the operating
expense ratio of the Fund. A shareholder's investment in the Fund is not insured
or guaranteed.

     These factors should be carefully considered by the investor before making
an investment in the Fund.


     From time to time, AIM or its affiliates may waive all or a portion of
their fees and/or assume certain expenses of any Fund. Voluntary fee waivers or
reductions or commitments to assume expenses may be rescinded at any time
without further notice to investors. During periods of voluntary fee waivers or
reductions or commitments to assume expenses, AIM will retain its ability to be
reimbursed for such fee prior to the end of each fiscal year. Contractual fee
waivers or reductions or reimbursement of expenses set forth in the Fee Table in
a Prospectus may not be terminated or amended to the Funds' detriment during the
period stated in the agreement between AIM and the Fund. Fee waivers or
reductions or commitments to reduce expenses will have the effect of increasing
that Fund's yield and total return.



     The performance of each Fund will vary from time to time and past results
are not necessarily indicative of future results. A Fund's performance is a
function of its portfolio management in selecting the type and quality of
portfolio securities and is affected by operating expenses of the



                                      95
<PAGE>   428

Fund and market conditions. A shareholder's investment in a Fund is not insured
or guaranteed. These factors should be carefully considered by the investor
before making an investment in any Fund.


     A practice of waiving or reducing fees or reimbursing expenses will have
the effect of increasing that Fund's yield and total return. The performance of
each Fund will vary from time to time and past results are not necessarily
indicative of future results. A Fund's performance is a function of its
portfolio management in selecting the type and quality of portfolio securities
and is affected by operating expenses of the Fund and market conditions. A
shareholder's investment in a Fund is not insured or guaranteed. These factors
should be carefully considered by the investor before making an investment in
any Fund.

     Total return and yield figures for the Funds are neither fixed nor
guaranteed, and no Fund's principal is insured. Performance quotations reflect
historical information and should not be considered representative of a Fund's
performance for any period in the future. Performance is a function of a number
of factors which can be expected to fluctuate. The Funds may provide performance
information in reports, sales literature and advertisements. The Funds may also,
from time to time, quote information about the Funds published or aired by
publications or other media entities which contain articles or segments relating
to investment results or other data about one or more of the Funds. Such
publications or media entities may include the following, among others:


<TABLE>
<S>                       <C>                          <C>
Advertising Age           Global Finance               Pensions &
Barron's                  Hartford Courant Inc.             Investments
Best's Review             Institutional Investor       Personal Investor
Broker World              Insurance Forum              Financial Services
Business Week             Insurance Week                    Week
Changing Times            Investor's Daily             Philadelphia Inquirer
Christian Science         Journal of the               Smart Money
     Monitor                   American Society        USA Today
Consumer Reports               of CLU & ChFC           U.S. News & World
Economist                 Kiplinger Letter                  Report
EuroMoney                 Money                        Wall Street Journal
FACS of the Week          Mutual Fund                  Washington Post
Financial Planning             Forecaster              CNN
Financial Product         Mutual Fund                  CNBC
     News                      Magazine                PBS
Financial World           Nation's Business
Forbes                    New York Times
Fortune                   Pension World
</TABLE>


     The Funds and AIM Distributors may from time to time, in advertisements,
sales literature and reports furnished to present or prospective shareholders,
compare each Fund with the following, or compare each Fund's performance to
performance data of similar mutual funds as published in the following, among
others:


<TABLE>
<S>                                                         <C>
Bank Rate National Monitor Index                            Donoghue's
Bear Stearns Foreign Bond Index                             Dow Jones Industrial Average
Bond Buyer Index                                            EAFE Index
CDA/Wiesenberger Investment Company                         First Boston High Yield Index
     Services (data and mutual fund rankings and            Fitch IBCA, Inc. (publications)
     comparisons)                                           Ibbotson Associates International Bond Index
CNBC/Financial News Composite Index                         International Bank for Reconstruction and
COFI                                                             Development (publications)
Consumer Price Index                                        International Finance Corporation Emerging
Datastream                                                       Markets Database
</TABLE>


                                      96
<PAGE>   429

<TABLE>
<S>                                                         <C>
International Financial Statistics                          Salomon Brothers Global Telecommunications
Lehman Bond Indices                                              Index
Lipper, Inc. (data and mutual fund rankings and             Salomon Brothers World Government Bond
     comparisons)                                                Index-Non U.S.
Micropal. Inc. (data and mutual fund rankings and           Salomon Brothers World Government Bond Index
     comparisons)                                           Standard & Poor's (publications)
Moody's Investors Service (publications)                    Standard & Poor's 500 Composite Stock Price
Morgan Stanley Capital International All Country                 Index
     (AC) World Index                                       Stangar
Morgan Stanley Capital International World Indices          Wilshire Associates
Morningstar, Inc. (data and mutual fund rankings            World Bank (publications and reports)
     and comparisons)                                       The World Bank Publication of Trends in
NASDAQ                                                          Developing Countries
Organization for Economic Cooperation and                   Worldscope
     Development (publications)
</TABLE>



     Each Fund may also compare its performance to rates on Certificates of
Deposit and other fixed rate investments such as the following:

     10-year Treasuries
     30-year Treasuries
     30-day Treasury Bills

     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. Advertising for the Funds may from time to time include
discussions of general economic conditions and interest rates. Advertising for
the Funds may also include reference to the use of those Funds as part of an
individual's overall retirement investment program. From time to time, sales
literature and/or advertisements for any of the Funds may disclose (i) the
largest holdings in the Fund's portfolio, (ii) certain selling group members
and/or (iii) certain institutional shareholders.

     From time to time, the Funds' sales literature and/or advertisements may
discuss generic topics pertaining to the mutual fund industry. This includes,
but is not limited to, literature addressing general information about mutual
funds, variable annuities, dollar-cost averaging, stocks, bonds, money markets,
certificates of deposit, retirement, retirement plans, asset allocation,
tax-free investing, college planning, and inflation.

     Although performance data may be useful to prospective investors when
comparing a Fund's performance with other funds and other potential investments,
investors should note that the methods of computing performance of other
potential investments are not necessarily comparable to the methods employed by
a Fund.


                                      97
<PAGE>   430
                                    APPENDIX

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.

     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


                                      98
<PAGE>   431
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 "A-1" 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."

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.


                                      99
<PAGE>   432
     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.


                                     100
<PAGE>   433


                              FINANCIAL STATEMENTS













                                       FS
<PAGE>   434

                       REPORT OF INDEPENDENT ACCOUNTANTS

                       To the Shareholders of AIM Emerging Markets Debt Fund
                       and Board of Trustees of AIM Investment Funds:

                       In our opinion, the accompanying statement of assets and
                       liabilities, including the schedule of investments, and
                       the related statements of operations and of changes in
                       net assets and the financial highlights present fairly,
                       in all material respects, the financial position of the
                       AIM Emerging Markets Debt Fund at October 31, 1999, and
                       the results of its operations, the changes in its net
                       assets and the financial highlights for the periods
                       indicated, in conformity with generally accepted
                       accounting principles. These financial statements and
                       financial highlights (hereafter referred to as "financial
                       statements") are the responsibility of the Fund's
                       management; our responsibility is to express an opinion
                       on these financial statements based on our audits. We
                       conducted our audits of these financial statements in
                       accordance with generally accepted auditing standards
                       which require that we plan and perform the audit to
                       obtain reasonable assurance about whether the financial
                       statements are free of material misstatement. An audit
                       includes examining, on a test basis, evidence supporting
                       the amounts and disclosures in the financial statements,
                       assessing the accounting principles used and significant
                       estimates made by management, and evaluating the overall
                       financial statement presentation. We believe that our
                       audits, which included confirmation of securities at
                       October 31, 1999 by correspondence with the custodian and
                       brokers, provide a reasonable basis for the opinions
                       expressed above.


                                                /s/ PRICEWATERHOUSECOOPERS LLP
                                                    PRICEWATERHOUSECOOPERS LLP

                       Boston, Massachusetts
                       December 23, 1999

                                      FS-1
<PAGE>   435

SCHEDULE OF INVESTMENTS

October 31, 1999

<TABLE>
<CAPTION>
                                     PRINCIPAL       MARKET
                                     AMOUNT(a)       VALUE
<S>                                 <C>           <C>

CORPORATE BONDS-12.57%

ARGENTINA-2.29%

Banco Hipotecario S.A.
  (Banks-Regional), Sr. Unsec.
  Unsub. Notes, 10.00%, 04/17/03
  (Acquired 04/07/98; Cost
  $1,277,171)(b)                    $ 1,279,000   $  1,179,877
- --------------------------------------------------------------
CEI Citicorp Holdings S.A.
  (Investment Banking/Brokerage),
  Bonds, 11.25%, 02/14/07
  (Acquired 08/13/99; Cost
  $2,175,315)(b)(c)               ARS   3,000,000    2,333,597
- --------------------------------------------------------------
                                                     3,513,474
- --------------------------------------------------------------

BRAZIL-1.83%

Banco Nacional De Desenvolri
  (Banks- Regional), Unsec. Unsub.
  Floating Rate Notes, 13.64%,
  06/16/08(d)                         3,250,000      2,810,997
- --------------------------------------------------------------

CAYMAN ISLANDS-1.15%

PDVSA Finance Ltd.,
  (Banks-Regional), Sr. Unsec.
  Notes, 9.75%, 02/15/10 (Acquired
  03/31/99; Cost $1,837,494)(b)       1,850,000      1,753,469
- --------------------------------------------------------------

JAMAICA-1.06%

Mechala Group
  (Manufacturing-Diversified),
  Series B, Sr. Gtd. Sub. Notes,
  12.75%, 12/30/99                    4,134,000      1,622,595
- --------------------------------------------------------------

MEXICO-6.24%

Alestra S.A., Sr. Notes, 12.625%
  5/15/09                             3,918,000      3,790,665
- --------------------------------------------------------------
Fideicomiso Petacalco Trust-Topolo
  (Financial-Diversified), Sec.
  Notes, 10.16%, 12/23/09
  (Acquired 06/25/99; Cost
  $1,575,000)(b)                      1,750,000      1,540,000
- --------------------------------------------------------------
Grupo Televisa S.A.
  (Entertainment), Sr. Disc.
  Notes, 13.25%, 05/15/08(e)          2,400,000      2,055,000
- --------------------------------------------------------------
Petroleos Mexicanos (Oil &
  Gas-Refining & Marketing),
  Sr. Gtd. Sub. Bonds, 9.50%,
  09/15/27                              300,000        257,250
- --------------------------------------------------------------
  Unsub. Bonds, 9.50%, 09/15/27       2,000,000      1,925,000
- --------------------------------------------------------------
                                                     9,567,915
- --------------------------------------------------------------
    Total Corporate Bonds (Cost
      $20,115,100)                                  19,268,450
- --------------------------------------------------------------

GOVERNMENT BONDS & GOVERNMENT
  AGENCY OBLIGATIONS-80.32%

ARGENTINA-11.42%

Province of Buenos Aires, Series
  2, Unsec. Unsub. Notes, 12.50%,
  03/15/02                            1,100,000      1,086,250
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                     PRINCIPAL       MARKET
                                     AMOUNT(a)       VALUE
<S>                                 <C>           <C>

ARGENTINA-(CONTINUED)

Republic of Argentina,
  Floating Rate Deb., 6.8125%,
  03/31/05(d)                       $ 4,092,000   $  3,666,526
- --------------------------------------------------------------
  Series L, Floating Rate Gtd.
    Bonds, 6.00%, 03/31/23(d)         4,670,000      3,576,281
- --------------------------------------------------------------
  Unsec. Unsub. Bonds,
    11.375%, 01/30/17                 3,395,000      3,250,713
- --------------------------------------------------------------
    9.75%, 09/19/27                   6,959,000      5,923,849
- --------------------------------------------------------------
                                                    17,503,619
- --------------------------------------------------------------

BRAZIL-19.35%

Republic of Brazil,
  Bonds,
    11.625%, 04/15/04                 1,009,000        967,379
- --------------------------------------------------------------
    5.75%, 04/15/24(f)                4,220,000      2,540,271
- --------------------------------------------------------------
  Floating Rate Deb., 6.9375%,
    04/15/06(d)                       4,136,000      3,397,782
- --------------------------------------------------------------
  Floating Rate Gtd. Notes, 7.00%,
    04/15/09(d)                       2,100,000      1,553,177
- --------------------------------------------------------------
  Floating Rate Gtd. Bonds,
    7.00%, 04/15/12(d)                9,493,000      6,297,836
- --------------------------------------------------------------
    6.9375%, 04/15/24(d)              5,450,000      3,816,684
- --------------------------------------------------------------
  Notes, 14.50%, 10/15/09             2,014,000      2,091,539
- --------------------------------------------------------------
  Series C, Bonds, 8.00%, 04/15/14    9,175,507      6,215,626
- --------------------------------------------------------------
  Unsec. Bonds, 10.125%, 05/15/27     3,520,000      2,786,164
- --------------------------------------------------------------
                                                    29,666,458
- --------------------------------------------------------------

BULGARIA-4.67%

Republic of Bulgaria,
  Series A, Gtd. Bonds, 2.75%,
    07/28/12(f)                       3,520,000      2,379,041
- --------------------------------------------------------------
  Series A, Gtd. Floating Rate
    Sec. Bonds, 6.50%, 07/28/24(d)    3,999,000      2,984,670
- --------------------------------------------------------------
  Floating Rate PDI Deb., 6.50%,
    07/28/11(d)                       2,350,000      1,795,896
- --------------------------------------------------------------
                                                     7,159,607
- --------------------------------------------------------------

COLOMBIA-1.80%

Republic of Colombia,
  Unsec. Unsub. Notes, 7.625%,
  02/15/07                            1,880,000      1,551,000
- --------------------------------------------------------------
  Unsub. Notes, 9.75%, 04/23/09       1,324,000      1,208,150
- --------------------------------------------------------------
                                                     2,759,150
- --------------------------------------------------------------

QATAR-1.13%

State of Qatar, Bonds, 9.50%,
  05/21/09 (Acquired 06/25/99;
  Cost $1,674,580)(b)                 1,658,000      1,728,714
- --------------------------------------------------------------
</TABLE>

                                      FS-2
<PAGE>   436

<TABLE>
<CAPTION>
                                     PRINCIPAL       MARKET
                                     AMOUNT(a)       VALUE
<S>                                 <C>           <C>

KAZAKHSTAN-1.74%

Republic of Kazakhstan, Bonds,
  13.625%, 10/18/04 (Acquired
  09/28/99; Cost $2,669,490)(b)     $ 2,700,000   $  2,673,000
- --------------------------------------------------------------

KOREA-4.37%

Republic of Korea, Unsub. Unsec.
  Notes, 8.875%, 04/15/08             6,435,000      6,707,155
- --------------------------------------------------------------

LEBANON-1.22%

Republic of Lebanon, Series 3,
  Notes, 10.25%, 10/06/09             1,850,000      1,869,686
- --------------------------------------------------------------

MALAYSIA-2.38%

Republic of Malaysia, Bonds,
  8.75%, 06/01/09                     3,538,000      3,647,041
- --------------------------------------------------------------

MEXICO-10.67%

United Mexican States,
  Bonds,
    10.375%, 02/17/09                 1,700,000      1,731,875
- --------------------------------------------------------------
    11.375%, 09/15/16                 2,381,000      2,552,263
- --------------------------------------------------------------
    11.50%, 05/15/26                  5,248,000      5,930,980
- --------------------------------------------------------------
  Series D, Floating Rate Sec.
    Gtd. Bonds 6.0675%,
    12/31/19(d)                       2,220,000      1,970,752
- --------------------------------------------------------------
  Sec. Gtd. Bonds, 6.25%, 12/31/19    5,500,000      4,166,382
- --------------------------------------------------------------
                                                    16,352,252
- --------------------------------------------------------------

MOROCCO-1.68%

Morocco Tranche A, Registered
  Loans, 5.906%, 01/01/09
  (Acquired 03/11/99; Cost
  $2,420,780)(b)                      2,964,000      2,582,385
- --------------------------------------------------------------

PANAMA-1.61%

Republic of Panama,
  Bonds,
    8.875%, 09/30/27                  1,017,000        828,490
- --------------------------------------------------------------
    9.375%, 04/01/29                    626,000        593,135
- --------------------------------------------------------------
  Gtd. Deb., 4.25%, 07/17/14(f)       1,400,000      1,053,392
- --------------------------------------------------------------
                                                     2,475,017
- --------------------------------------------------------------

PERU-2.30%

Republic of Peru,
  Gtd. Bonds, 3.75%, 03/07/17(f)      2,725,000      1,535,478
- --------------------------------------------------------------
  PDI Bonds, 4.50%, 03/07/17(f)       3,136,000      1,984,150
- --------------------------------------------------------------
                                                     3,519,628
- --------------------------------------------------------------

PHILIPPINES-1.12%

Republic of Philippines, Bonds,
  9.875%, 01/15/19                    1,770,000      1,721,325
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                     PRINCIPAL       MARKET
                                     AMOUNT(a)       VALUE
<S>                                 <C>           <C>

POLAND-2.63%

Republic of Poland,
  Sec. Bonds, 3.50%, 10/27/24(f)    $ 2,475,000   $  1,524,214
- --------------------------------------------------------------
  Unsec. PDI Bonds, 6.00%,
    10/27/14(f)                       2,812,000      2,503,501
- --------------------------------------------------------------
                                                     4,027,715
- --------------------------------------------------------------

RUSSIA-6.74%

Bank of Foreign Economic Affairs
  (Vnesheconombank),
  Interest in Arrears Notes, 6.0625%,
    12/15/15(d)(g) 627,107                              72,901
- --------------------------------------------------------------
  Principal Loans, 6.0625%,
    12/15/20(d)(g)                   37,242,372      3,468,382
- --------------------------------------------------------------
Russian Federation, Sr. Unsec.
  Unsub. Bonds, 11.75%, 06/10/03      9,870,000      6,028,191
- --------------------------------------------------------------
  12.75%, 06/24/28                    1,413,000        771,748
- --------------------------------------------------------------
                                                    10,341,222
- --------------------------------------------------------------

TURKEY-1.09%

Republic of Turkey,
  Notes, 12.00%, 12/15/08             1,290,000      1,306,125
- --------------------------------------------------------------
  Sr. Unsec. Unsub. Notes, 12.375%,
    06/15/09     370,000                               372,313
- --------------------------------------------------------------
                                                     1,678,438
- --------------------------------------------------------------

VENEZUELA-4.40%

Republic of Venezuela,
  Floating Rate Deb., 6.313%,
  12/18/07(d)                         2,226,180      1,800,002
- --------------------------------------------------------------
  Gtd. Sec. Bonds, 6.75%, 03/31/20    3,299,000      2,322,239
- --------------------------------------------------------------
  Unsec. Bonds, 9.25%, 09/15/27       3,859,000      2,619,007
- --------------------------------------------------------------
                                                     6,741,248
- --------------------------------------------------------------
    Total Government Bonds &
      Government Agency
      Obligations (Cost
      $135,981,782)                                123,153,660
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                      SHARES
<S>                                 <C>           <C>

WARRANTS-0.33%

SOVEREIGN DEBT-0.33%

Republic of Argentina (Argentina),
  expiring 12/03/99(h)                    8,810          9,911
- --------------------------------------------------------------
  expiring 02/25/00(h)                    9,630        217,879
- --------------------------------------------------------------
United Mexican States (Mexico),
  expiring 02/18/00(h)                    4,033        270,715
- --------------------------------------------------------------
                                                       498,505
- --------------------------------------------------------------
    Total Warrants (Cost $0)                           498,505
- --------------------------------------------------------------
</TABLE>

                                      FS-3
<PAGE>   437

<TABLE>
<CAPTION>
                                                     MARKET
                                      SHARES         VALUE
<S>                                 <C>           <C>

MONEY MARKET FUNDS-3.78%

STIC Liquid Assets Portfolio(i)       2,901,337   $  2,901,337
- --------------------------------------------------------------
STIC Prime Portfolio(i)               2,901,337      2,901,337
- --------------------------------------------------------------
    Total Money Market Funds (Cost
      $5,802,674)                                    5,802,674
- --------------------------------------------------------------
TOTAL INVESTMENTS-97.00%                           148,723,289
- --------------------------------------------------------------
OTHER ASSETS LESS
  LIABILITIES-3.00%                                  4,605,719
- --------------------------------------------------------------
NET ASSETS-100.00%                                $153,329,008
==============================================================
</TABLE>

Investment Abbreviations:

ARS    - Argentine Peso
Deb.   - Debentures
Gtd.   - Guaranteed
PDI    - Past Due Interest
Sec.   - Secured
Sr.    - Senior
Sub.   - Subordinated
Unsec. - Unsecured
Unsub. - Unsubordinated

Notes to Schedule of Investments:

(a)Principal amount is in U.S. dollars except as indicated by note (c).
(b)Restricted security. May be resold to qualified institutional buyers in
   accordance with the provisions of Rule 144A under the Securities Act of 1933,
   as amended. The valuation of this security has been determined in accordance
   with procedures established by the Board of Trustees. The aggregate market
   value of these securities at 10/31/99 was $13,791,043, which represented
   8.99% of the Fund's net assets.
(c)Foreign denominated security. Par value and coupon are denominated in
   currency indicated.
(d)The coupon rate shown of floating rate note represents the rate at period
   end.
(e)Discount bond at purchase. Interest rate shown represents the coupon rate at
   which the bond will accrue at a specified future date.
(f)The coupon rate shown on step-up coupon bonds represents the rate at period
   end.
(g)Defaulted security. Currently, the issuer is in default with respect to
   interest payments.
(h)Non-income producing security acquired as part of a unit with or in exchange
   for other securities.
(i)The security shares the same investment advisor as the Fund.

See Notes to Financial Statements.
                                        FS-4
<PAGE>   438

STATEMENT OF ASSETS AND LIABILITIES

October 31, 1999

<TABLE>
<S>                                             <C>

ASSETS:

Investments, at value (cost $161,899,556)       $148,723,289
- ------------------------------------------------------------
Foreign currencies, at value (cost $37)                   37
- ------------------------------------------------------------
Receivables for:
  Investments sold                                 2,521,069
- ------------------------------------------------------------
  Fund shares sold                                   114,064
- ------------------------------------------------------------
  Dividends and interest                           3,619,496
- ------------------------------------------------------------
Other assets                                          44,238
- ------------------------------------------------------------
    Total assets                                 155,022,193
- ------------------------------------------------------------

LIABILITIES:

Payables for:
  Investments purchased                            1,082,939
- ------------------------------------------------------------
  Fund shares reacquired                             298,225
- ------------------------------------------------------------
Accrued advisory fees                                145,351
- ------------------------------------------------------------
Accrued distribution fees                            122,295
- ------------------------------------------------------------
Accrued accounting services fees                       4,247
- ------------------------------------------------------------
Accrued trustees' fees                                 2,858
- ------------------------------------------------------------
Accrued operating expenses                            37,270
- ------------------------------------------------------------
    Total liabilities                              1,693,185
- ------------------------------------------------------------
Net assets applicable to shares outstanding     $153,329,008
============================================================

NET ASSETS:

Class A                                         $ 54,330,409
============================================================
Class B                                         $ 97,393,834
============================================================
Class C                                         $    208,357
============================================================
Advisor Class                                   $  1,396,408
============================================================

SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE:

Class A                                            6,543,402
============================================================
Class B                                           11,728,667
============================================================
Class C                                               25,096
============================================================
Advisor Class                                        168,733
============================================================

Class A:

  Net asset value and redemption price per
    share                                       $       8.30
- ------------------------------------------------------------
  Offering price per share:
    (Net asset value of $8.30 / 95.25%)         $       8.71
============================================================
Class B:
  Net asset value and offering price per share  $       8.30
============================================================
Class C:
  Net asset value and offering price per share  $       8.30
============================================================
Advisor Class:
  Net asset value, redemption and offering
    price per share                             $       8.28
============================================================
</TABLE>

STATEMENT OF OPERATIONS

For the year ended October 31, 1999

<TABLE>
<S>                                             <C>

INVESTMENT INCOME:

Dividend                                        $      5,558
- ------------------------------------------------------------
Interest                                          21,776,257
- ------------------------------------------------------------
Securities lending                                   179,871
- ------------------------------------------------------------
    Total investment income                       21,961,686
- ------------------------------------------------------------

EXPENSES:

Advisory and administrative fees                   1,712,645
- ------------------------------------------------------------
Accounting services fees                              51,980
- ------------------------------------------------------------
Custodian fees                                       130,677
- ------------------------------------------------------------
Distribution fees -- Class A                         219,862
- ------------------------------------------------------------
Distribution fees -- Class B                       1,097,291
- ------------------------------------------------------------
Distribution fees -- Class C                             667
- ------------------------------------------------------------
Interest expense (Note 4)                            221,531
- ------------------------------------------------------------
Transfer agent fees -- Class A                       139,579
- ------------------------------------------------------------
Transfer agent fees -- Class B                       243,815
- ------------------------------------------------------------
Transfer agent fees -- Class C                           221
- ------------------------------------------------------------
Transfer agent fees -- Advisor Class                   5,019
- ------------------------------------------------------------
Trustees' fees                                         7,532
- ------------------------------------------------------------
Other                                                227,916
- ------------------------------------------------------------
    Total expenses                                 4,058,735
- ------------------------------------------------------------
Less: Expenses paid indirectly                       (87,116)
- ------------------------------------------------------------
    Fees waived by advisor                           (75,488)
- ------------------------------------------------------------
    Net expenses                                   3,896,131
- ------------------------------------------------------------
Net investment income                             18,065,555
- ------------------------------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES, FOREIGN CURRENCIES
  AND FORWARD CONTRACTS:

Net realized gain (loss) from:
  Investment securities                          (22,143,209)
- ------------------------------------------------------------
  Foreign currencies                                (775,867)
- ------------------------------------------------------------
  Forward contracts                                  972,301
- ------------------------------------------------------------
                                                 (21,946,775)
- ------------------------------------------------------------
Change in net unrealized appreciation
  (depreciation) of:
  Investment securities                           32,555,182
- ------------------------------------------------------------
  Foreign currencies                                 (31,683)
- ------------------------------------------------------------
                                                  32,523,499
- ------------------------------------------------------------
  Net gain from investment securities, foreign
    currencies and forward contracts              10,576,724
- ------------------------------------------------------------
Net increase in net assets resulting from
  operations                                    $ 28,642,279
============================================================
</TABLE>

See Notes to Financial Statements.
                                        FS-5
<PAGE>   439

STATEMENTS OF CHANGES IN NET ASSETS

For the years ended October 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                  1999            1998
                                                              ------------    -------------
<S>                                                           <C>             <C>

OPERATIONS:

  Net investment income                                       $ 18,065,555    $  33,382,360
- -------------------------------------------------------------------------------------------
  Net realized gain (loss) from investment securities,
    foreign currencies and forward contracts                   (21,946,775)     (69,501,940)
- -------------------------------------------------------------------------------------------
  Change in net unrealized appreciation (depreciation) of
    investment securities, foreign currencies and forward
    contracts                                                   32,523,499      (49,143,194)
- -------------------------------------------------------------------------------------------
    Net increase (decrease) in net assets resulting from
      operations                                                28,642,279      (85,262,774)
- -------------------------------------------------------------------------------------------

Distributions to shareholders from net investment income:

  Class A                                                       (6,769,760)      (9,422,518)
- -------------------------------------------------------------------------------------------
  Class B                                                      (11,031,707)     (14,937,576)
- -------------------------------------------------------------------------------------------
  Class C                                                           (6,633)              --
- -------------------------------------------------------------------------------------------
  Advisor Class                                                   (257,455)        (246,624)
- -------------------------------------------------------------------------------------------

Distributions in excess of net investment income:

  Class A                                                         (449,410)              --
- -------------------------------------------------------------------------------------------
  Class B                                                         (785,022)              --
- -------------------------------------------------------------------------------------------
  Class C                                                             (710)              --
- -------------------------------------------------------------------------------------------
  Advisor Class                                                    (16,159)              --
- -------------------------------------------------------------------------------------------

Distributions to shareholders from net realized gains:

  Class A                                                               --      (24,756,370)
- -------------------------------------------------------------------------------------------
  Class B                                                               --      (41,863,802)
- -------------------------------------------------------------------------------------------
  Advisor Class                                                         --         (638,983)
- -------------------------------------------------------------------------------------------
Return of capital
  Class A                                                               --       (3,147,917)
- -------------------------------------------------------------------------------------------
  Class B                                                               --       (4,936,309)
- -------------------------------------------------------------------------------------------
  Advisor Class                                                         --          (82,579)
- -------------------------------------------------------------------------------------------

Share transactions-net:

  Class A                                                      (18,452,955)       3,431,336
- -------------------------------------------------------------------------------------------
  Class B                                                      (17,772,062)      (3,086,499)
- -------------------------------------------------------------------------------------------
  Class C                                                          206,296               --
- -------------------------------------------------------------------------------------------
  Advisor Class                                                   (300,841)        (518,649)
- -------------------------------------------------------------------------------------------
    Net increase (decrease) in net assets                      (26,994,139)    (185,469,264)
- -------------------------------------------------------------------------------------------

NET ASSETS:

  Beginning of period                                          180,323,147      365,792,411
- -------------------------------------------------------------------------------------------
  End of period                                               $153,329,008    $ 180,323,147
===========================================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                               $249,451,851    $ 285,771,413
- -------------------------------------------------------------------------------------------
  Distributions in excess of net investment income              (1,665,521)         (41,564)
- -------------------------------------------------------------------------------------------
  Undistributed net realized gain (loss) from investment
    securities, foreign currencies and forward contracts       (81,281,069)     (59,706,950)
- -------------------------------------------------------------------------------------------
  Unrealized appreciation (depreciation) of investment
    securities, foreign currencies and forward contracts       (13,176,253)     (45,699,752)
- -------------------------------------------------------------------------------------------
                                                              $153,329,008    $ 180,323,147
===========================================================================================
</TABLE>

See Notes to Financial Statements.
                                        FS-6
<PAGE>   440

NOTES TO FINANCIAL STATEMENTS
October 31, 1999

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Emerging Markets Debt Fund (the "Fund") is a separate series of AIM
Investment Funds (the "Trust"). The Trust is organized as a Delaware business
trust and is registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), as an open-end series management investment company consisting
of twelve separate series portfolios, each having an unlimited number of shares
of beneficial interest. The Fund consists of four different classes of shares:
Class A shares, Class B shares, Class C shares and Advisor Class shares. Class A
shares are sold with a front-end sales charge. Class B shares and Class C shares
are sold with a contingent deferred sales charge. Advisor Class shares were sold
without a sales charge. Matters affecting each portfolio or class will be voted
on exclusively by the shareholders of such portfolio or class. The assets,
liabilities and operations of each portfolio are accounted for separately.
Information presented in these financial statements pertains only to the Fund.
  The Fund's investment objective is high current income, and its secondary
investment objective is growth of capital. The Fund invests substantially all of
its investable assets in Emerging Markets Debt Portfolio (the "Portfolio"). The
Portfolio is organized as a Delaware business trust which is registered under
the 1940 Act as an open-end management investment company.
  The Portfolio has investment objectives, policies and limitations
substantially identical to those of the Fund. Therefore, the financial
statements of the Fund and Portfolio have been presented on a consolidated
basis, and represent all activities of both the Fund and Portfolio. Through
October 31, 1999, all of the shares of beneficial interest of the Portfolio were
owned by either the Fund or INVESCO (NY) Asset Management, Inc., which has a
nominal ($100) investment in the Portfolio.
  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. The
following is a summary of the significant accounting policies followed by the
Fund and the Portfolio in the preparation of its financial statements.

A.   Security Valuations--A security listed or traded on an exchange (except
     convertible bonds) is valued at its last sales price on the exchange where
     the security is principally traded, or lacking any sales on a particular
     day, the security is valued at the closing bid price on that day. Each
     security reported on the NASDAQ National Market System is valued at the
     last sales price on the valuation date or absent a last sales price, at the
     closing bid price. Debt obligations (including convertible bonds) are
     valued on the basis of prices provided by an independent pricing service.
     Prices provided by the pricing service may be determined without exclusive
     reliance on quoted prices, and may reflect appropriate factors such as
     yield, type of issue, coupon rate and maturity date. Securities for which
     market prices are not provided by any of the above methods are valued based
     upon quotes furnished by independent sources and are valued at the last bid
     price in the case of equity securities and in the case of debt obligations,
     the mean between the last bid and asked prices. Securities for which market
     quotations are not readily available or are questionable are valued at fair
     value as determined in good faith by or under the supervision of the
     Trust's officers in a manner specifically authorized by the Board of
     Trustees. Short-term obligations having 60 days or less to maturity are
     valued at amortized cost which approximates market value. For purposes of
     determining net asset value per share, futures and options contracts
     generally will be valued 15 minutes after the close of trading of the New
     York Stock Exchange ("NYSE").
       Generally, trading in foreign securities is substantially completed each
     day at various times prior to the close of the NYSE. The values of such
     securities used in computing the net asset value of the Fund's shares are
     determined as of such times. Foreign currency exchange rates are also
     generally determined prior to the close of the NYSE. Occasionally, events
     affecting the values of such securities and such exchange rates may occur
     between the times at which they are determined and the close of the NYSE
     which would not be reflected in the computation of the Fund's net asset
     value. If events materially affecting the value of such securities occur
     during such period, then these securities will be valued at their fair
     value as determined in good faith by or under the supervision of the Board
     of Trustees.

B.   Securities Transactions, Investment Income and Distributions--Securities
     transactions are accounted for on a trade date basis. Realized gains or
     losses on sales are computed on the basis of specific identification of the
     securities sold. Interest income is recorded as earned from settlement date
     and is recorded on the accrual basis. Dividend income and distributions to
     shareholders are recorded on the ex-dividend date. Such distributions are
     declared and paid monthly. The Fund may elect to use a portion of the
     proceeds of fund share redemptions as distributions for Federal income tax
     purposes. Distributions from net realized capital gains, if any, are
     generally paid annually and recorded on ex-dividend date.
       On October 31, 1999, undistributed net investment income was decreased
     and undistributed net realized gain (loss) increased by $372,656 as a
     result of differing book/tax treatment of foreign currency transactions in
     order to comply with the requirements of the American Institute of
     Certified Public Accountants Statement of Position 93-2. Net assets of the
     Fund were unaffected by the reclassification discussed above.

C.   Federal Income Taxes--The Fund intends to comply with the requirements of
     the Internal Revenue Code necessary to qualify as a regulated investment
     company and, as such, will not be

                                       FS-7
<PAGE>   441
     subject to federal income taxes on otherwise taxable income (including net
     realized capital gains) which is distributed to shareholders. Therefore, no
     provision for federal income taxes is recorded in the financial statements.
     The Fund has a capital loss carryforward of $76,114,462 as of October 31,
     1999 which may be carried forward to offset future taxable gains, if any,
     and expires in varying increments, if not previously utilized, in the year
     2007.

D.   Futures Contracts--The Portfolio may purchase or sell futures contracts
     as a hedge against changes in market conditions. Initial margin deposits
     required upon entering into futures contracts are satisfied by the
     segregation of specific securities as collateral for the account of the
     broker (the Portfolio's agent in acquiring the futures position). During
     the period the futures contracts are open, changes in the value of the
     contracts are recognized as unrealized gains or losses by "marking to
     market" on a daily basis to reflect the market value of the contracts at
     the end of each day's trading. Variation margin payments are made or
     received depending upon whether unrealized gains or losses are incurred.
     When the contracts are closed, the Portfolio recognizes a realized gain or
     loss equal to the difference between the proceeds from, or cost of, the
     closing transaction and the Portfolio's basis in the contract. Risks
     include the possibility of an illiquid market and that a change in value of
     the contracts may not correlate with changes in the value of the securities
     being hedged.

E.   Foreign Currency Translations--Portfolio securities and other assets and
     liabilities denominated in foreign currencies are translated into U.S.
     dollar amounts at date of valuation. Purchases and sales of portfolio
     securities and income items denominated in foreign currencies are
     translated into U.S. dollar amounts on the respective dates of such
     transactions. The Fund does not separately account for that portion of the
     results of operations resulting from changes in foreign exchange rates on
     investments and the fluctuations arising from changes in market prices of
     securities held. Such fluctuations are included with the net realized and
     unrealized gain or loss from investments.

F.   Foreign Currency Contracts--A foreign currency contract is an obligation
     to purchase or sell a specific currency for an agreed-upon price at a
     future date. The Portfolio may enter into a foreign currency contract to
     attempt to minimize the risk to the Portfolio from adverse changes in the
     relationship between currencies. The Portfolio may also enter into a
     foreign currency contract for the purchase or sale of a security
     denominated in a foreign currency in order to "lock in" the U.S. dollar
     price of that security. The Portfolio could be exposed to risk if
     counterparties to the contracts are unable to meet the terms of their
     contracts or if the value of the foreign currency changes unfavorably.

G.   Expenses--Distribution expenses directly attributable to a class of
     shares are charged to that class' operations. All other expenses which are
     attributable to more than one class are allocated among the classes.

H.   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 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 fluctuations, perceived credit risk,
     adverse political and economic developments and possible adverse foreign
     government intervention.

I.   Indexed Securities--The 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.

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH
       AFFILIATES

A I M Advisors, Inc. ("AIM") is the Fund's and the Portfolio's investment
manager and administrator. INVESCO Asset Management Limited is the Fund's and
the Portfolio's subadvisor. The Fund pays AIM administration fees at an
annualized rate of 0.25% of the Fund's average daily net assets. The Portfolio
pays AIM investment management and administration fees at an annual rate of
0.475% on the first $500 million of the Portfolio's average daily net assets,
plus 0.45% on the next $1 billion of the Portfolio's average daily net assets,
plus 0.425% on the next $1 billion of the Portfolio's average daily net assets,
plus 0.40% on the Portfolio's average daily net assets exceeding $2.5 billion,
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. AIM has contractually agreed to limit the Fund's
expenses (exclusive of brokerage commissions, taxes, interest and extraordinary
expenses) to the maximum annual rate of 1.75%, 2.40%, 2.40% and 1.40% of the
average daily net assets of the Fund's Class A, Class B, Class C and Advisor
Class shares, respectively. During the year ended October 31, 1999, AIM waived
fees of $75,488.
  Effective July 1, 1999, the Trust entered into a master administrative
services agreement with AIM, replacing the prior pricing and accounting
agreement. The Fund, pursuant to the master administrative services agreement
with AIM, has agreed to pay AIM for certain administrative costs incurred in
providing accounting services to the Fund and the Portfolio. Prior to July 1,
1999, AIM was the pricing and accounting agent for the Fund and the Portfolio.
The monthly fee for these services paid to AIM was a percentage, not to exceed
0.03% annually, of a Fund's average daily net assets. The annual fee rate was
derived based on the aggregate net assets of the funds which comprised the
following investment companies: AIM Growth Series, AIM Investment Funds, AIM
Series Trust, G.T. Global Variable Investment Series and G.T. Global Variable
Investment Trust. The fee was calculated at the rate of 0.03% of the first $5
billion of assets and 0.02% to the assets in excess of $5 billion. An amount is
allocated to and paid by each

                                       FS-8
<PAGE>   442

such fund based on its relative average daily net assets. For the year ended
October 31, 1999, AIM was paid $51,980 for such services. The Fund, pursuant to
a transfer agency and service agreement, has agreed to pay A I M Fund Services,
Inc. ("AFS") a fee for providing transfer agency and shareholder services to the
Fund. For the year ended October 31, 1999, AFS was paid $345,384 for such
services.
  The Trust has entered into master distribution agreements with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A, Class B, Class C and Advisor Class shares of the Fund. The Trust has
adopted a plan pursuant to Rule 12b-1 under the 1940 Act with respect to the
Fund's Class A shares, Class B shares and Class C shares (collectively the
"Plans"). The Fund, pursuant to the Plans, pays AIM Distributors compensation at
the annual rate of 0.35% of the Fund's average daily net assets of Class A
shares and 1.00% of the average daily net assets of Class B and C shares. Of
these amounts, the Fund may pay a service fee of 0.25% of the average daily net
assets of the Class A, Class B or Class C shares to selected dealers and
financial institutions who furnish continuing personal shareholder services to
their customers who purchase and own the appropriate class of shares of the
Fund. Any amounts not paid as a service fee under the Plans would constitute an
asset-based sales charge. The Plans also impose a cap on the total sales
charges, including asset-based sales charges that may be paid by the respective
classes. For the year ended October 31, 1999, the Class A, Class B and Class C
shares paid AIM Distributors $219,862, $1,097,291 and $667, respectively, as
compensation under the Plans.
  AIM Distributors received commissions of $26,041 from sales of the Class A
shares of the Fund during the year ended October 31, 1999. Such commissions are
not an expense of the Fund. They are deducted from, and are not included in, the
proceeds from sales of Class A shares. During the year ended October 31, 1999,
AIM Distributors received $481 in contingent deferred sales charges imposed on
redemptions of Fund shares. Certain officers and trustees of the Trust are
officers and directors of AIM, AFS and AIM Distributors.

NOTE 3-INDIRECT EXPENSES

During the year ended October 31, 1999, the Fund received reductions in
custodian fees of $87,116 under expense offset arrangements. The effect of the
above arrangements resulted in a reduction of the Fund's total expenses of
$87,116 during the year ended October 31, 1999.

NOTE 4-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a
syndicate administered by The Chase Manhattan Bank. The Fund may borrow up to
the lesser of (i) $1,000,000,000 or (ii) the limits set by its prospectus for
borrowings. The Fund and other funds advised by AIM which are parties to the
line of credit may borrow on a first come, first served basis. The funds which
are party to the line of credit are charged a commitment fee of 0.09% on the
unused balance of the committed line. The commitment fee is allocated among the
funds based on their respective average net assets for the period. Prior to May
28, 1999, the Fund, along with certain other funds advised and/or administered
by AIM, had a line of credit with BankBoston and State Street Bank & Trust
Company. The arrangements with the banks allowed the Fund and certain other
funds to borrow, on a first come, first served basis, an aggregate maximum
amount of $250,000,000.
  During the year ended October 31, 1999, the average outstanding daily balance
of bank loans for the Fund was $3,956,575 with a weighted average interest rate
of 5.60%. Interest expense for the Fund for the year ended October 31, 1999 was
$221,531.

NOTE 5-PORTFOLIO SECURITIES LOANED

At October 31, 1999, there were no securities on loan to brokers. For the year
ended October 31, 1999, the Portfolio received fees of $179,871 for securities
lending.
  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 the loan. The cash collateral is
invested in a securities lending trust which consists of a portfolio of high
quality short duration securities whose average effective duration is restricted
to 120 days or less.

NOTE 6-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities)
purchased and sold by the Portfolio during the year ended October 31, 1999 was
$553,770,582 and $602,932,879, respectively.
  The amount of unrealized appreciation (depreciation) of investment securities,
for tax purposes, as of October 31, 1999 is as follows:

<TABLE>
<S>                                          <C>
Aggregate unrealized appreciation of
investment securities                        $  4,402,200
- ---------------------------------------------------------
Aggregate unrealized appreciation
  (depreciation) of investment securities     (22,874,837)
- ---------------------------------------------------------
Net unrealized appreciation (depreciation)
  of investment securities                   $(18,472,637)
=========================================================
Cost of investments for tax purposes is $167,195,926.
</TABLE>

                                       FS-9
<PAGE>   443

NOTE 7-SHARE INFORMATION

Changes in shares outstanding during the years ended October 31, 1999 and 1998
were as follows:

<TABLE>
<CAPTION>
                                                                        1999                         1998
                                                              -------------------------   ---------------------------
                                                                SHARES        AMOUNT        SHARES         AMOUNT
                                                              ----------   ------------   -----------   -------------
<S>                                                           <C>          <C>            <C>           <C>
Sold:
  Class A                                                      3,233,391   $ 26,598,153    10,918,639   $ 129,801,507
- ---------------------------------------------------------------------------------------------------------------------
  Class B                                                      4,696,545     38,346,742     5,958,185      73,991,330
- ---------------------------------------------------------------------------------------------------------------------
  Class C*                                                        24,266        199,586            --              --
- ---------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                  363,714      2,925,142       490,309       6,221,370
- ---------------------------------------------------------------------------------------------------------------------
Issued as reinvestment of dividends:
  Class A                                                        565,425      4,586,556     2,191,470      26,459,355
- ---------------------------------------------------------------------------------------------------------------------
  Class B                                                        906,003      7,345,956     3,020,192      36,460,585
- ---------------------------------------------------------------------------------------------------------------------
  Class C*                                                           830          6,710            --              --
- ---------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                   33,070        268,042        76,464         920,280
- ---------------------------------------------------------------------------------------------------------------------
Reacquired:
  Class A                                                     (6,073,553)   (49,637,664)  (12,901,851)   (152,829,526)
- ---------------------------------------------------------------------------------------------------------------------
  Class B                                                     (7,791,891)   (63,464,760)   (9,736,068)   (113,538,414)
- ---------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                 (431,949)    (3,494,025)     (602,542)     (7,660,299)
- ---------------------------------------------------------------------------------------------------------------------
                                                              (4,474,149)  $(36,319,562)     (585,202)  $    (173,812)
=====================================================================================================================
</TABLE>

* Class C shares commenced sales on March 1, 1999.

NOTE 8-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,
                                                              ------------------------------------------------------
                                                               1999      1998(a)    1997(a)     1996(a)       1995
                                                              -------    -------    --------    --------    --------
<S>                                                           <C>        <C>        <C>         <C>         <C>
Net asset value, beginning of period                          $ 7.86     $15.56     $  14.85    $  11.70    $  12.56
- --------------------------------------------------------------------------------------------------------------------
Income from investment operations:
 Net investment income                                          0.86       1.35(b)      1.19        1.27        1.35
- --------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized gain (loss) on investments         0.51      (4.80)        0.93        3.09       (1.09)
- --------------------------------------------------------------------------------------------------------------------
   Net increase (decrease) from investment operations           1.37      (3.45)        2.12        4.36        0.26
- --------------------------------------------------------------------------------------------------------------------
Distributions to shareholders:
 From net investment income                                    (0.93)     (1.06)       (1.18)      (1.11)      (1.03)
- --------------------------------------------------------------------------------------------------------------------
 From net realized gain on investments                            --      (2.83)       (0.23)      (0.10)      (0.03)
- --------------------------------------------------------------------------------------------------------------------
 Return of capital                                                --      (0.36)          --          --       (0.06)
- --------------------------------------------------------------------------------------------------------------------
   Total distributions                                         (0.93)     (4.25)       (1.41)      (1.21)      (1.12)
- --------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                $ 8.30     $ 7.86     $  15.56    $  14.85    $  11.70
====================================================================================================================
Total return(c)                                                18.38%    (30.07)%      14.46%      39.05%       2.81%
====================================================================================================================
Ratios and supplemental data:

Net assets, end of period (in 000's)                          $54,330    $69,321    $133,973    $178,318    $142,002
====================================================================================================================
Ratio of net investment income to average net assets:(d)       10.73%(e)  11.27%        7.39%       9.52%      11.85%
====================================================================================================================
Ratio of expenses to average net assets excluding interest
 expense:(f)                                                    1.75%(e)   1.74%        1.58%       1.69%       1.75%
====================================================================================================================
Ratio of interest expense to average net asset                  0.13%       N/A          N/A        0.04%        N/A
====================================================================================================================
Portfolio turnover rate                                          336%       339%         214%        290%        213%
====================================================================================================================
</TABLE>

(a)  These selected per share data were calculated based upon average shares
     outstanding during the period.
(b)  Net investment income per share reflects an interest payment received from
     the conversion of Vnesheconombank loan agreements of $0.21 per share.
(c)  Total return does not include sales charges and is not annualized for
     periods less than one year.
(d)  After fee waivers and/or expense reimbursements. Ratio of net investment
     income to average net assets prior to fee waivers and/or expense
     reimbursements was 10.69% for 1999.
(e)  Ratios are based on average net assets of $62,817,833.
(f)  After fee waiver and/or expense reimbursements. Ratio of expenses to
     average net assets prior to fee waivers and/or expense reimbursements was
     1.79% for 1999.

                                     FS-10
<PAGE>   444

NOTE 8-FINANCIAL HIGHLIGHTS (CONTINUED)

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,
                                                              -----------------------------------------------------------
                                                                1999         1998(a)     1997(a)     1996(a)       1995
                                                              ---------      --------    --------    --------    --------
<S>                                                           <C>            <C>         <C>         <C>         <C>
Net asset value, beginning of period                          $   7.86       $  15.54    $  14.83    $  11.69    $  12.56
- -------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                           0.81           1.28(b)     1.09        1.17        1.27
- -------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments          0.51          (4.79)       0.93        3.09       (1.09)
- -------------------------------------------------------------------------------------------------------------------------
    Net increase (decrease) from investment operations            1.32          (3.51)       2.02        4.26        0.18
- -------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders:
  From net investment income                                     (0.88)         (0.98)      (1.08)      (1.03)      (0.96)
- -------------------------------------------------------------------------------------------------------------------------
  From net realized gain on investments                             --          (2.83)      (0.23)      (0.09)      (0.03)
- -------------------------------------------------------------------------------------------------------------------------
  Return of capital                                                 --          (0.36)         --          --       (0.06)
- -------------------------------------------------------------------------------------------------------------------------
    Total distributions                                          (0.88)         (4.17)      (1.31)      (1.12)      (1.05)
- -------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                $   8.30       $   7.86    $  15.54    $  14.83    $  11.69
=========================================================================================================================
Total return(c)                                                  17.61%        (30.49)%     13.77%      38.16%       2.07%
=========================================================================================================================
Ratios and supplemental data:

Net assets, end of period (in 000's)                          $ 97,394       $109,406    $228,101    $251,002    $214,897
=========================================================================================================================
Ratio of net investment income to average net assets(d)          10.08%(e)      10.62%       6.74%       8.87%      11.20%
=========================================================================================================================
Ratio of expenses to average net assets excluding interest
  expense:(f)                                                     2.40%(e)       2.39%       2.23%       2.34%       2.40%
=========================================================================================================================
Ratio of interest expense to average net assets                   0.13%           N/A         N/A        0.04%        N/A
=========================================================================================================================
Portfolio turnover rate                                            336%           339%        214%        290%        213%
=========================================================================================================================
</TABLE>

(a)  These selected per share operating data were calculated based upon the
     average shares outstanding during the period.
(b)  Net investment income per share reflects an interest payment received from
     the conversion of Vnesheconombank loan agreements of $0.21 per share.
(c)  Total return does not include sales charges and is not annualized for
     periods less than one year.
(d)  After fee waivers and/or expense reimbursements. Ratio of net investment
     income to average net assets prior to fee waivers and/or expense
     reimbursements was 10.04% for 1999.
(e)  Ratios are based on average net assets of $109,729,116.
(f)  After fee waivers and/or expense reimbursements. Ratio of expenses to
     average net assets prior to fee waivers and/or expense reimbursements was
     2.44% for 1999.

                                     FS-11
<PAGE>   445

NOTE 8-FINANCIAL HIGHLIGHTS (CONTINUED)

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
                                                       CLASS C        -----------------------------------------------------------
                                                   ----------------                                                JUNE 1, 1995
                                                    MARCH 1, 1999        YEAR ENDED OCTOBER 31,                         TO
                                                          TO          ----------------------------                 OCTOBER 31,
                                                   OCTOBER 31, 1999   1999(a)   1998(a)    1997(a)    1996(a)          1995
                                                   ----------------   -------   -------    -------    -------    ----------------
<S>                                                <C>                <C>       <C>        <C>        <C>        <C>
Net asset value, beginning of period                    $ 7.96        $ 7.83    $15.52     $14.83     $11.71          $11.44
- ---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                   0.53          0.87      1.40(b)    1.22       1.34            0.57
- ---------------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on
    investments                                           0.37          0.54     (4.79)      0.93       3.05            0.17
- ---------------------------------------------------------------------------------------------------------------------------------
    Net increase (decrease) from investment
      operations                                          0.90          1.41     (3.39)      2.15       4.39            0.74
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders:
  From net investment income                             (0.56)        (0.96)    (1.11)     (1.23)     (1.16)          (0.44)
- ---------------------------------------------------------------------------------------------------------------------------------
  From net realized gain on investments                     --            --     (2.83)     (0.23)     (0.11)             --
- ---------------------------------------------------------------------------------------------------------------------------------
  Return of capital                                         --            --     (0.36)        --         --           (0.03)
- ---------------------------------------------------------------------------------------------------------------------------------
    Total distributions                                  (0.56)        (0.96)    (4.30)     (1.46)     (1.27)          (0.47)
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                          $ 8.30        $ 8.28    $ 7.83     $15.52     $14.83          $11.71
=================================================================================================================================
Total return(c)                                          11.74%        18.87%   (29.79)%    14.72%     39.38%           6.54%
=================================================================================================================================
Ratios and supplemental data:

Net assets, end of period (in 000's)                    $  208        $1,396    $1,596     $3,719     $15,298         $1,463
=================================================================================================================================
Ratio of net investment income to average net
  assets(d)                                              10.08%(e)     11.08%(f) 11.62%      7.74%      9.87%          12.20%(g)
=================================================================================================================================
Ratio of expenses to average net assets excluding
  interest expense:(h)                                    2.40%(e)      1.40%(f)  1.39%      1.23%      1.34%           1.40%(g)
=================================================================================================================================
Ratio of interest expenses to average net assets          0.13%         0.13%      N/A        N/A       0.04%            N/A
=================================================================================================================================
Portfolio turnover rate                                    336%          336%      339%       214%       290%            213%(f)
=================================================================================================================================
</TABLE>

(a)  These selected per share data were calculated based upon the average shares
     outstanding during the period.
(b)  Net investment income per share reflects an interest payment received from
     the conversion of Vnesheconombank loan agreements of $0.21 per share.
(c)  Total return does not include sales charge and is not annualized for
     periods less than one year.
(d)  After fee waivers and/or expense reimbursements. Ratio of net investment
     income to average net assets prior to fee waivers and/or expense
     reimbursements were 10.04% (annualized) and 11.04% for Class C and Advisor
     class, respectively, for 1999.
(e)  Ratios are annualized and based on average net assets of $99,297.
(f)  Ratios are based on average net assets of $2,258,611.
(g)  Annualized.
(h)  After fee waivers and/or expense reimbursements. Ratios of expenses to
     average net assets prior to fee waivers and/or expense reimbursements were
     2.44% (annualized) and 1.44% for Class C and Advisor Class, respectively,
     for 1999

NOTE 9-SUBSEQUENT EVENT

On November 3, 1999, the Board of Trustees approved the conversion of Advisor
Class Shares into Class A Shares. The proposed effective date of this conversion
is February 11, 2000.

                                     FS-12
<PAGE>   446

                       REPORT OF INDEPENDENT ACCOUNTANTS

                       To the Shareholders of AIM Global Government Income Fund
                       and Board of Trustees of AIM Investment Funds:

                       In our opinion, the accompanying statement of assets and
                       liabilities, including the schedule of investments, and
                       the related statements of operations and of changes in
                       net assets and the financial highlights present fairly,
                       in all material respects, the financial position of the
                       AIM Global Government Income Fund at October 31, 1999,
                       and the results of its operations, the changes in its net
                       assets and the financial highlights for the periods
                       indicated, in conformity with generally accepted
                       accounting principles. These financial statements and
                       financial highlights (hereafter referred to as "financial
                       statements") are the responsibility of the Fund's
                       management; our responsibility is to express an opinion
                       on these financial statements based on our audits. We
                       conducted our audits of these financial statements in
                       accordance with generally accepted auditing standards
                       which require that we plan and perform the audit to
                       obtain reasonable assurance about whether the financial
                       statements are free of material misstatement. An audit
                       includes examining, on a test basis, evidence supporting
                       the amounts and disclosures in the financial statements,
                       assessing the accounting principles used and significant
                       estimates made by management, and evaluating the overall
                       financial statement presentation. We believe that our
                       audits, which included confirmation of securities at
                       October 31, 1999 by correspondence with the custodian and
                       brokers, provide a reasonable basis for the opinion
                       expressed above.

                                                /s/ PRICEWATERHOUSECOOPERS LLP
                                                    PRICEWATERHOUSECOOPERS LLP

                       Boston, Massachusetts
                       December 23, 1999

                                     FS-13
<PAGE>   447

SCHEDULE OF INVESTMENTS

October 31, 1999

<TABLE>
<CAPTION>
                                     PRINCIPAL        MARKET
                                     AMOUNT(a)        VALUE
<S>                                <C>             <C>
CORPORATE BONDS-15.91%

AUSTRALIA-1.40%

KFW International Finance
  (Investment Banking/Brokerage),
  Gtd. Unsec. Unsub. Bonds,
  7.25%, 07/16/07           AUD        3,100,000   $  1,987,002
- ---------------------------------------------------------------

GERMANY-1.56%

Bayerische Landesbank
  Girozentrale (Banks- Money
  Center), Unsec. Sub. Notes,
  5.875%, 12/01/08                     2,400,000      2,213,702
- ---------------------------------------------------------------

SWITZERLAND-10.19%

UBS Jersey
  (Financial-Diversified), Sub.
  Bonds, 8.75%, 06/20/05      GBP      8,200,000     14,475,660
- ---------------------------------------------------------------

TUNISIA-2.76%

Banque Cent de Tunisie
  (Banks-Money Center), Unsec.
  Bonds, 8.25%, 09/19/27               4,750,000      3,916,214
- ---------------------------------------------------------------
    Total Corporate Bonds (Cost
      $23,886,964)                                   22,592,578
- ---------------------------------------------------------------

GOVERNMENT BONDS & NOTES-45.37%

CANADA-3.59%

Canadian Government, Bonds,
  6.00%, 06/01/08             CAD      7,520,000      5,092,848
- ---------------------------------------------------------------

DENMARK-5.88%

Kingdom of Denmark, Bonds, 7.00%,
  11/10/24                       DKK    53,300,000    8,345,569
- ---------------------------------------------------------------

GERMANY-11.44%

Bundesrepublik Deutschland,
  Bonds, 6.00%, 01/05/06      EUR     14,650,000     16,246,489
- ---------------------------------------------------------------

GREECE-6.44%

Hellenic Republic, Bonds
  9.20%, 03/21/02
    GRD                            2,210,000,000      7,223,898
- ---------------------------------------------------------------
  8.80%, 06/19/07             GRD    550,000,000      1,914,372
- ---------------------------------------------------------------
                                                      9,138,270
- ---------------------------------------------------------------

ITALY-10.09%

Buoni Poliennali del Tesoro,
  Deb., 8.50%, 01/01/04       EUR      4,890,000      5,817,747
- ---------------------------------------------------------------
  Bonds, 7.25%, 11/01/26      EUR      7,000,000      8,503,343
- ---------------------------------------------------------------
                                                     14,321,090
- ---------------------------------------------------------------

UNITED KINGDOM-5.93%

United Kingdom Treasury, Gtd.
  Bonds, 9.00%, 10/13/08      GBP      4,190,000      8,425,473
- ---------------------------------------------------------------

URUGUAY-2.00%

Republica Orient Uruguay, Unsec.
  Bonds, 7.875%, 07/15/27              3,000,000      2,842,500
- ---------------------------------------------------------------
    Total Government Bonds &
      Notes (Cost $72,124,983)                       64,412,239
- ---------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                     PRINCIPAL        MARKET
                                     AMOUNT(a)        VALUE
<S>                                <C>             <C>

MORTGAGE BACKED NOTES-4.75%

DENMARK-4.75%

Realkredit Danmark A/S (Banking),
  6.00%, 10/01/26 (Cost
  $7,313,393)        DKK              50,414,000   $  6,748,531
- ---------------------------------------------------------------

ASSET-BACKED SECURITIES-7.23%

BANKS (MONEY CENTER)-2.45%

First USA Credit Card Master
  Trust, Sub. Series 1998-3 C
  Floating Rate Notes, 5.356%,
  02/18/04(b)                          3,500,000      3,481,953
- ---------------------------------------------------------------

REAL ESTATE INVESTMENT
  TRUST-1.28%

Contimortgage Home Equity Loan
  Trust, Sub. Series 1999-2 B
  Notes, 8.50%, 04/25/29(b)            2,000,000      1,818,437
- ---------------------------------------------------------------

RETAIL (HOME SHOPPING)-3.50%

Fingerhut Master Trust, Sub.
  Series 1998-1 C Floating Rate
  Notes, 5.738%, 02/15/05(b)           5,000,000      4,958,594
- ---------------------------------------------------------------
    Total Asset-Backed Securities
      (Cost $10,257,846)                             10,258,984
- ---------------------------------------------------------------

U.S. GOVERNMENT AGENCY SECURITIES-9.86%

FEDERAL HOME LOAN MORTGAGE CORP.
  ("FHLMC")-0.71%

Pass Through Certificates,
  8.50%, 03/01/10                        971,355      1,007,470
- ---------------------------------------------------------------

FEDERAL NATIONAL MORTGAGE
  ASSOCIATION ("FNMA")-9.15%

Pass Through Certificates-TBA,
  7.50%, 11/01/29(c)                   8,500,000      8,502,635
- ---------------------------------------------------------------
Sr. Unsub. Notes,
  6.375%, 08/15/07            AUD      7,300,000      4,488,457
- ---------------------------------------------------------------
                                                     12,991,092
- ---------------------------------------------------------------
    Total U.S. Government Agency
      Securities (Cost
      $14,779,756)                                   13,998,562
- ---------------------------------------------------------------

U.S. TREASURY SECURITIES-8.78%

U.S. TREASURY NOTES-1.23%

  5.625%, 05/15/08                     1,800,000      1,737,378
- ---------------------------------------------------------------

U.S. TREASURY BONDS-7.55%

  6.375%, 08/15/27(d)                 10,750,000     10,720,760
- ---------------------------------------------------------------
    Total U.S. Treasury
      Securities (Cost
      $12,937,328)                                   12,458,138
- ---------------------------------------------------------------
</TABLE>

                                     FS-14
<PAGE>   448

<TABLE>
<CAPTION>
                                                      MARKET
                                      SHARES          VALUE
<S>                                <C>             <C>
MONEY MARKET FUNDS-6.46%

STIC Liquid Assets Portfolio(e)        4,587,352   $  4,587,352
- ---------------------------------------------------------------
STIC Prime Portfolio(e)                4,587,352      4,587,352
- ---------------------------------------------------------------
    Total Money Market Funds
      (Cost $9,174,704)                               9,174,704
- ---------------------------------------------------------------
TOTAL INVESTMENTS-98.36%                            139,643,736
- ---------------------------------------------------------------
OTHER ASSETS LESS
  LIABILITIES-1.64%                                   2,323,523
- ---------------------------------------------------------------
NET ASSETS-100.00%                                 $141,967,259
===============================================================
</TABLE>

Investment Abbreviations:

AUD     -  Australian Dollar
CAD     -  Canadian Dollar
Deb.    -  Debentures
DKK     -  Danish Krone
EUR     -  Euro
GBP     -  British Pound Sterling
GRD     -  Greek Drachma
Gtd.    -  Guaranteed
Sr.     -  Senior
Sub.    -  Subordinated
TBA     -  To Be Announced
Unsec.  -  Unsecured
Unsub.  -  Unsubordinated
USD     -  U.S. Dollar

Notes to Schedule of Investments:

(a) Principal amount in U.S. Dollars, except as otherwise indicated.
(b) The coupon rate shown on floating rate note represents rate at period end.
(c) Security purchased on a forward commitment basis. These securities are
    subject to dollar roll transactions. See Note 1 Section F.
(d) The principal balance was pledged as collateral to cover securities
    purchased on a forward commitment basis.
(e) The security shares the same investment advisor as the Fund.

See Notes to Financial Statements.

                                     FS-15
<PAGE>   449

STATEMENT OF ASSETS AND LIABILITIES

October 31, 1999

<TABLE>
<S>                                             <C>
ASSETS:

Investments, at value (cost $150,474,974)       $139,643,736
- ------------------------------------------------------------
Foreign currencies, at value (cost $7,789,654)     8,143,813
- ------------------------------------------------------------
Receivables for:
  Fund shares sold                                   213,493
- ------------------------------------------------------------
  Dividends and interest                           3,282,169
- ------------------------------------------------------------
Other assets                                           8,228
- ------------------------------------------------------------
    Total assets                                 151,291,439
- ------------------------------------------------------------

LIABILITIES:

Payables for:
  Investments purchased                            8,524,792
- ------------------------------------------------------------
  Fund shares reacquired                             407,460
- ------------------------------------------------------------
  Forward contracts                                   20,290
- ------------------------------------------------------------
Accrued advisory fees                                 86,440
- ------------------------------------------------------------
Accrued accounting services fees                       4,247
- ------------------------------------------------------------
Accrued distribution fees                             92,478
- ------------------------------------------------------------
Accrued trustees' fees                                 2,483
- ------------------------------------------------------------
Accrued operating expenses                           185,990
- ------------------------------------------------------------
    Total liabilities                              9,324,180
- ------------------------------------------------------------
Net assets applicable to shares outstanding     $141,967,259
============================================================

NET ASSETS:

Class A                                         $ 85,669,094
============================================================
Class B                                         $ 55,849,297
============================================================
Class C                                         $    242,724
============================================================
Advisor Class                                   $    206,144
- ------------------------------------------------------------

SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE:

Class A                                           10,462,287
============================================================
Class B                                            6,821,145
============================================================
Class C                                               29,660
============================================================
Advisor Class                                         25,070
- ------------------------------------------------------------
Class A:
  Net asset value and redemption price per
    share                                       $       8.19
- ------------------------------------------------------------
  Offering price per share:
    (Net asset value of $8.19 / 95.25%)         $       8.60
- ------------------------------------------------------------
Class B:
  Net asset value and offering price per share  $       8.19
- ------------------------------------------------------------
Class C:
  Net asset value and offering price per share  $       8.18
- ------------------------------------------------------------
Advisor Class:
  Net asset value, redemption and offering
    price per share                             $       8.22
============================================================
</TABLE>

STATEMENT OF OPERATIONS

For the year ended October 31, 1999

<TABLE>
<S>                                              <C>
INVESTMENT INCOME:

Interest                                         $10,916,810
- ------------------------------------------------------------
Dividend                                               9,622
- ------------------------------------------------------------
Securities lending                                    38,923
- ------------------------------------------------------------
    Total investment income                       10,965,355
- ------------------------------------------------------------

EXPENSES:

Advisory and administrative fees                   1,272,103
- ------------------------------------------------------------
Accounting services fees                              55,858
- ------------------------------------------------------------
Custodian fees                                        83,324
- ------------------------------------------------------------
Distribution fees -- Class A                         363,720
- ------------------------------------------------------------
Distribution fees -- Class B                         710,164
- ------------------------------------------------------------
Distribution fees -- Class C                           1,320
- ------------------------------------------------------------
Interest (Note 5)                                     62,649
- ------------------------------------------------------------
Trustees' fees                                        15,984
- ------------------------------------------------------------
Transfer agent fees -- Class A                       140,477
- ------------------------------------------------------------
Transfer agent fees -- Class B                        95,998
- ------------------------------------------------------------
Transfer agent fees -- Class C                           266
- ------------------------------------------------------------
Transfer agent fees -- Advisor Class                     633
- ------------------------------------------------------------
Printing fees                                        215,029
- ------------------------------------------------------------
Other                                                116,476
- ------------------------------------------------------------
    Total expenses                                 3,134,001
- ------------------------------------------------------------
Less: Expenses paid indirectly                        (2,214)
- ------------------------------------------------------------
    Net expenses                                   3,131,787
- ------------------------------------------------------------
Net investment income                              7,833,568
- ------------------------------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES, FOREIGN CURRENCIES AND
  FORWARD CURRENCY CONTRACTS:

Net realized gain (loss) from:
  Investment securities                           (3,878,935)
- ------------------------------------------------------------
  Foreign currencies                                (540,747)
- ------------------------------------------------------------
  Forward currency contracts                       1,386,145
- ------------------------------------------------------------
                                                  (3,033,537)
- ------------------------------------------------------------
Change in net unrealized appreciation
  (depreciation) of:
  Investment securities                          (12,237,893)
- ------------------------------------------------------------
  Foreign currencies                                 241,116
- ------------------------------------------------------------
  Forward currency contracts                         (69,604)
- ------------------------------------------------------------
                                                 (12,066,381)
- ------------------------------------------------------------
  Net gain (loss) from investment securities,
    foreign currencies and forward currency
    contracts                                    (15,099,918)
- ------------------------------------------------------------
Net increase (decrease) in net assets resulting
  from operations                                $(7,266,350)
============================================================
</TABLE>

See Notes to Financial Statements.
                                     FS-16
<PAGE>   450

STATEMENTS OF CHANGES IN NET ASSETS

For the years ended October 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                  1999             1998
                                                              -------------    -------------
<S>                                                           <C>              <C>
OPERATIONS:

  Net investment income                                       $   7,833,568    $  14,544,704
- --------------------------------------------------------------------------------------------
  Net realized gain (loss) from investment securities,
    foreign currencies and forward currency contracts            (3,033,537)      11,183,037
- --------------------------------------------------------------------------------------------
  Change in net unrealized appreciation (depreciation) of
    investment securities, foreign currencies and forward
    currency contracts                                          (12,066,381)      (2,416,473)
- --------------------------------------------------------------------------------------------
    Net increase (decrease) in net assets resulting from
      operations                                                 (7,266,350)      23,311,268
- --------------------------------------------------------------------------------------------

Distributions to shareholders from net investment income:

  Class A                                                        (5,214,153)      (8,450,756)
- --------------------------------------------------------------------------------------------
  Class B                                                        (3,093,713)      (5,569,246)
- --------------------------------------------------------------------------------------------
  Class C                                                            (5,619)              --
- --------------------------------------------------------------------------------------------
  Advisor Class                                                     (24,763)         (22,257)
- --------------------------------------------------------------------------------------------

Share transactions-net:

  Class A                                                       (26,367,395)     (37,966,528)
- --------------------------------------------------------------------------------------------
  Class B                                                       (29,686,097)     (40,171,903)
- --------------------------------------------------------------------------------------------
  Class C                                                           255,619               --
- --------------------------------------------------------------------------------------------
  Advisor Class                                                    (170,615)         300,289
- --------------------------------------------------------------------------------------------
    Net increase (decrease) in net assets                       (71,573,086)     (68,569,133)
- --------------------------------------------------------------------------------------------

NET ASSETS:

  Beginning of period                                           213,540,345      282,109,478
- --------------------------------------------------------------------------------------------
  End of period                                               $ 141,967,259    $ 213,540,345
============================================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                               $ 282,651,180    $ 338,619,386
- --------------------------------------------------------------------------------------------
  Undistributed net investment income                               469,694               --
- --------------------------------------------------------------------------------------------
  Undistributed net realized gain (loss) from investment
    securities, foreign currencies and forward currency
    contracts                                                  (130,631,972)    (126,623,779)
- --------------------------------------------------------------------------------------------
  Unrealized appreciation (depreciation) of investment
    securities, foreign currencies and forward currency
    contracts                                                   (10,521,643)       1,544,738
- --------------------------------------------------------------------------------------------
                                                              $ 141,967,259    $ 213,540,345
============================================================================================
</TABLE>

See Notes to Financial Statements.
                                     FS-17
<PAGE>   451

NOTES TO FINANCIAL STATEMENTS

October 31, 1999
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Global Government Income Fund (the "Fund") is a separate series of AIM
Investment Funds (the "Trust"). The Trust is organized as a Delaware business
trust and is registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), as an open-end series management investment company consisting
of twelve separate series portfolios, each having an unlimited number of shares
of beneficial interest. The Fund consists of four different classes of shares:
Class A shares, Class B shares, Class C shares and Advisor Class shares. Class A
shares are sold with a front-end sales charge. Class B shares and Class C shares
are sold with a contingent deferred sales charge. Advisor Class shares were sold
without a sales charge. Matters affecting each portfolio or class will be voted
on exclusively by the shareholders of such portfolio or class. The assets,
liabilities and operations of each portfolio are accounted for separately.
Information presented in these financial statements pertains only to the Fund.
The Fund's investment objective is high current income, and its secondary
investment objective is growth of capital and protection of principal.
  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. The
following is a summary of the significant accounting policies followed by the
Fund in the preparation of its financial statements.

A.   Security Valuations -- A security listed or traded on an exchange (except
     convertible bonds) is valued at its last sales price on the exchange where
     the security is principally traded, or lacking any sales on a particular
     day, the security is valued at the closing bid price on that day. Each
     security reported on the NASDAQ National Market System is valued at the
     last sales price on the valuation date or absent a last sales price, at the
     closing bid price. Debt obligations (including convertible bonds) are
     valued on the basis of prices provided by an independent pricing service.
     Prices provided by the pricing service may be determined without exclusive
     reliance on quoted prices, and may reflect appropriate factors such as
     yield, type of issue, coupon rate and maturity date. Securities for which
     market prices are not provided by any of the above methods are valued based
     upon quotes furnished by independent sources and are valued at the last bid
     price in the case of equity securities and in the case of debt obligations,
     the mean between the last bid and asked prices. Securities for which market
     quotations are not readily available or are questionable are valued at fair
     value as determined in good faith by or under the supervision of the
     Trust's officers in a manner specifically authorized by the Board of
     Trustees. Short-term obligations having 60 days or less to maturity are
     valued at amortized cost which approximates market value. For purposes of
     determining net asset value per share, futures and options contracts
     generally will be valued 15 minutes after the close of trading of the New
     York Stock Exchange ("NYSE").
        Generally, trading in foreign securities is substantially completed each
     day at various times prior to the close of the NYSE. The values of such
     securities used in computing the net asset value of the Fund's shares are
     determined as of such times. Foreign currency exchange rates are also
     generally determined prior to the close of the NYSE. Occasionally, events
     affecting the values of such securities and such exchange rates may occur
     between the times at which they are determined and the close of the NYSE
     which would not be reflected in the computation of the Fund's net asset
     value. If events materially affecting the value of such securities occur
     during such period, then these securities will be valued at their fair
     value as determined in good faith by or under the supervision of the Board
     of Trustees.
B.   Securities Transactions, Investment Income and Distributions -- Securities
     transactions are accounted for on a trade date basis. Realized gains or
     losses on sales are computed on the basis of specific identification of the
     securities sold. Interest income is recorded as earned from settlement date
     and is recorded on the accrual basis. Dividend income and distributions to
     shareholders are recorded on the ex-dividend date. Such distributions are
     declared and paid monthly. The Fund may elect to use a portion of the
     proceeds of fund share redemptions as distributions for Federal income tax
     purposes. Distributions from net realized capital gains, if any, are
     generally paid annually and recorded on ex-dividend date.
        On October 31, 1999, paid-in capital increased by $282, undistributed
     net investment income increased by $974,374, and undistributed net realized
     losses was decreased by $974,656 as a result of differing book/tax
     treatment of foreign currency transactions and net operating loss
     reclassifications in order to comply with the requirements of the American
     Institute of Certified Public Accountants Statement of Position 93-2. Net
     assets of the Fund were unaffected by the reclassification discussed above.
C.   Federal Income Taxes -- The Fund intends to comply with the requirements of
     the Internal Revenue Code necessary to qualify as a regulated investment
     company and, as such, will not be subject to federal income taxes on
     otherwise taxable income (including net realized capital gains) which is
     distributed to shareholders. Therefore, no provision for federal income
     taxes is recorded in the financial statements. The Fund has a capital loss
     carryforward of $130,001,314 as of October 31, 1999 which may be carried
     forward to offset future taxable gains, if any, which expires, if not
     previously utilized, in the year 2007. D.   Foreign Currency Translations
     -- Portfolio securities and other assets and liabilities denominated in
     foreign currencies are

                                     FS-18
<PAGE>   452
     translated into U.S. dollar amounts at date of valuation. Purchases and
     sales of portfolio securities and income items denominated in foreign
     currencies are translated into U.S. dollar amounts on the respective dates
     of such transactions. The Fund does not separately account for that portion
     of the results of operations resulting from changes in foreign exchange
     rates on investments and the fluctuations arising from changes in market
     prices of securities held. Such fluctuations are included with the net
     realized and unrealized gain or loss from investments.
E.   Foreign Currency Contracts -- A foreign currency contract is an obligation
     to purchase or sell a specific currency for an agreed-upon price at a
     future date. The Fund may enter into a foreign currency contract to attempt
     to minimize the risk to the Fund from adverse changes in the relationship
     between currencies. The Fund may also enter into a foreign currency
     contract for the purchase or sale of a security denominated in a foreign
     currency in order to "lock in" the U.S. dollar price of that security. The
     Fund could be exposed to risk if counterparties to the contracts are unable
     to meet the terms of their contracts or if the value of the foreign
     currency changes unfavorably.

<TABLE>
<CAPTION>
   SETTLEMENT                CONTRACT TO      CONTRACT TO                 UNREALIZED
   DATE                        DELIVER          RECEIVE       VALUE      DEPRECIATION
   ----------             -----------------   -----------   ----------   ------------
   <S>                    <C>   <C>           <C>           <C>          <C>
   01/24/00               CAD     8,000,000   $ 5,427,408   $5,447,698     $(20,290)
   ----------------------------------------------------------------------------------
</TABLE>

F.   Mortgage Dollar Rolls -- The Fund may engage in dollar roll transactions
     with respect to mortgage backed securities issued by GNMA, FNMA and FHLMC.
     In a dollar roll transaction, the Fund sells a mortgage backed security
     held in the Fund to a financial institution such as a bank or
     broker-dealer, and simultaneously agrees to repurchase a substantially
     similar security (same type, coupon and maturity) from the institution at a
     later date at an agreed upon price. The mortgage backed securities that are
     repurchased will bear the same interest rate as those sold, but generally
     will be collateralized by different pools of mortgages with prepayment
     histories. During the period between the sale and repurchase, the Fund will
     not be entitled to receive interest and principal payments on securities
     sold. Proceeds of the sale will be invested in short-term instruments, and
     the income from these investments, together with any additional fee income
     received on the sale, could generate income for the Fund exceeding the
     yield on the security sold.
        Dollar roll transactions involve the risk that the market value of the
     securities retained by the Fund may decline below the price of the
     securities that the Fund has sold but is obligated to repurchase under the
     agreement. In the event the buyer of securities in a dollar roll
     transaction files for bankruptcy or becomes insolvent, the Fund's use of
     the proceeds from the sale of the securities may be restricted pending a
     determination by the other party, or its trustee or receiver, whether to
     enforce the Fund's obligation to repurchase the securities.
G.   Expenses -- Distribution expenses directly attributable to a class of
     shares are charged to that class' operations. All other expenses which are
     attributable to more than one class are allocated among the classes.
H.   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
     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 fluctuations, perceived credit risk,
     adverse political and economic developments and possible adverse foreign
     government intervention.
I.   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.

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

A I M Advisors, Inc. ("AIM") is the Fund's investment manager and administrator.
INVESCO Asset Management Limited is the Fund's subadvisor. The Fund pays AIM
investment management and administration fees at an annual rate of 0.725% on the
first $500 million of the Fund's average daily net assets, plus 0.70% on the
next $1 billion of the Fund's average daily net assets, plus 0.675% on the next
$1 billion of the Fund's average daily net assets, plus 0.65% on the Fund's
average daily net assets exceeding $2.5 billion. AIM has contractually agreed to
limit the Fund's expenses (exclusive of brokerage commissions, taxes, interest
and extraordinary expenses) to the maximum annual rate of 1.75%, 2.40%, 2.40%
and 1.40% of the average daily net assets of the Fund's Class A, Class B, Class
C and Advisor Class shares, respectively.
  Effective July 1, 1999, the Trust entered into a master administrative
services agreement with AIM, replacing the prior pricing and accounting
agreement. The Fund, pursuant to the master administrative services agreement
with AIM, has agreed to pay AIM for certain administrative costs incurred in
providing accounting services to the Fund. Prior to July 1, 1999, AIM was the
pricing and accounting agent for the Fund. The monthly fee for these services
paid to AIM was a percentage, not to exceed 0.03% annually, of a Fund's average
daily net assets. The annual fee rate was derived based on the aggregate net
assets of the funds which comprised the following investment companies: AIM
Growth Series, AIM Investment Funds, AIM Series Trust, G.T. Global Variable
Investment Series and G.T. Global Variable Investment Trust. The fee was
calculated at the rate of 0.03% of the first $5 billion of assets and 0.02% to
the assets in excess of $5 billion. An amount is allocated to and paid by each
such fund based on its relative average daily net assets. For the year ended
October 31, 1999, AIM was paid $55,858 for such services.
  The Fund, pursuant to a transfer agency and service agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and
shareholder services to the Fund.

                                     FS-19
<PAGE>   453

For the year ended October 31, 1999, AFS was paid $196,597 for such services.
  The Trust has entered into master distribution agreements with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A, Class B, Class C and Advisor Class shares of the Fund. The Trust has
adopted a plan pursuant to Rule 12b-1 under the 1940 Act with respect to the
Fund's Class A shares, Class B shares and Class C shares (collectively the
"Plans"). The Fund , pursuant to the Plans, pays AIM Distributors compensation
at the annual rate of 0.35% of the Fund's average daily net assets of Class A
shares and 1.00% of the average daily net assets of Class B and C shares. Of
these amounts, the Fund may pay a service fee of 0.25% of the average daily net
assets of the Class A, Class B or Class C shares to selected dealers and
financial institutions who furnish continuing personal shareholder services to
their customers who purchase and own the appropriate class of shares of the
Fund. Any amounts not paid as a service fee under the Plans would constitute an
asset-based sales charge. The Plans also impose a cap on the total sales
charges, including asset-based sales charges that may be paid by the respective
classes. For the year ended October 31, 1999, the Class A, Class B and Class C
shares paid AIM Distributors $363,720, $710,164 and $1,320, respectively, as
compensation under the Plans.
  AIM Distributors received commissions of $10,533 from sales of the Class A
shares of the Fund during the year ended October 31, 1999. Such commissions are
not an expense of the Fund. They are deducted from, and are not included in, the
proceeds from sales of Class A shares. During the year ended October 31, 1999,
AIM Distributors received $418 in contingent deferred sales charges imposed on
redemptions of Fund shares. Certain officers and trustees of the Trust are
officers and directors of AIM, AFS and AIM Distributors.

NOTE 3-INDIRECT EXPENSES

During the year ended October 31, 1999, the Fund received reductions in
custodian fees of $2,214 under expense offset arrangements. The effect of the
above arrangements resulted in a reduction of the Fund's total expenses of
$2,214 during the year ended October 31, 1999.

NOTE 4-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a
syndicate administered by The Chase Manhattan Bank. The Fund may borrow up to
the lesser of (i) $1,000,000,000 or (ii) the limits set by its prospectus for
borrowings. The Fund and other funds advised by AIM which are parties to the
line of credit may borrow on a first come, first served basis. The funds which
are party to the line of credit are charged a commitment fee of 0.09% on the
unused balance of the committed line. The commitment fee is allocated among the
funds based on their respective average net assets for the period. Prior to May
28, 1999, the Fund, along with certain other funds advised and/or administered
by AIM, had a line of credit with BankBoston and State Street Bank & Trust
Company. The arrangements with the banks allowed the Fund and certain other
funds to borrow, on a first come, first served basis, an aggregate maximum
amount of $250,000,000.
  During the year ended October 31, 1999, the average outstanding daily balance
of bank loans for the Fund was $1,145,937 with a weighted average interest rate
of 5.47%. Interest expense for the Fund for the year ended October 31, 1999 was
$62,649.

NOTE 5-PORTFOLIO SECURITIES LOANED

At October 31, 1999, there were no securities on loan to brokers. For the year
ended October 31, 1999, the Fund received fees of $38,923 for securities
lending.
  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 the loan. The cash collateral is
invested in a securities lending trust which consists of a portfolio of high
quality short duration securities whose average effective duration is restricted
to 120 days or less.

NOTE 6-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities)
purchased and sold by the Fund during the year ended October 31, 1999 was
$179,706,395 and $245,341,305, respectively.
  The amount of unrealized appreciation (depreciation) of investment securities,
for tax purposes, as of October 31, 1999 is as follows:

<TABLE>
<S>                                          <C>
Aggregate unrealized appreciation of
investment securities                        $    241,589
- ---------------------------------------------------------
Aggregate unrealized appreciation
  (depreciation) of investment securities     (11,703,485)
- ---------------------------------------------------------
Net unrealized appreciation (depreciation)
  of investment securities                   $(11,461,896)
- ---------------------------------------------------------
Cost of investments for tax purposes is $151,105,632.
</TABLE>

                                     FS-20
<PAGE>   454

NOTE 7-SHARE INFORMATION

Changes in shares outstanding during the years ended October 31, 1999 and 1998
were as follows:

<TABLE>
<CAPTION>
                                                                         1999                          1998
                                                              ---------------------------   --------------------------
                                                                SHARES         AMOUNT         SHARES         AMOUNT
                                                              -----------   -------------   -----------   ------------
<S>                                                           <C>           <C>             <C>           <C>
Sold:

  Class A                                                      10,753,759   $  95,017,270    82,946,586   $720,078,445
- ----------------------------------------------------------------------------------------------------------------------
  Class B                                                       1,683,644      14,905,906    33,203,356    287,724,801
- ----------------------------------------------------------------------------------------------------------------------
  Class C*                                                         28,983         250,000            --             --
- ----------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                    56,528         507,460       397,514      3,461,130
- ----------------------------------------------------------------------------------------------------------------------

Issued as reinvestment of dividends:

  Class A                                                         385,899       3,327,811       537,397      4,673,843
- ----------------------------------------------------------------------------------------------------------------------
  Class B                                                         217,787       1,880,996       342,811      2,983,470
- ----------------------------------------------------------------------------------------------------------------------
  Class C*                                                            677           5,619            --             --
- ----------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                     2,482          21,819         2,169         19,000
- ----------------------------------------------------------------------------------------------------------------------

Reacquired:

  Class A                                                     (14,190,581)   (124,712,476)  (87,859,651)  (762,718,816)
- ----------------------------------------------------------------------------------------------------------------------
  Class B                                                      (5,321,253)    (46,472,999)  (38,124,508)  (330,880,174)
- ----------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                   (80,666)       (699,894)     (366,368)    (3,179,841)
- ----------------------------------------------------------------------------------------------------------------------
                                                               (6,462,741)  $ (55,968,488)   (8,920,694)  $(77,838,142)
======================================================================================================================
</TABLE>

*  Class C shares commenced sales on March 1, 1999.

                                     FS-21
<PAGE>   455

NOTE 8-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,
                                                              -------------------------------------------------------
                                                              1999(a)    1998(a)     1997(a)     1996(a)     1995(a)
                                                              -------    --------    --------    --------    --------
<S>                                                           <C>        <C>         <C>         <C>         <C>
Net asset value, beginning of period                          $ 8.97     $   8.62    $   8.74    $   8.81    $   8.63
- --------------------------------------------------------      -------    --------    --------    --------    --------
Income from investment operations:
  Net investment income                                         0.41         0.54        0.52        0.57        0.62
- --------------------------------------------------------      -------    --------    --------    --------    --------
  Net realized and unrealized gain (loss) on investments       (0.76)        0.32       (0.13)       0.03        0.15
- --------------------------------------------------------      -------    --------    --------    --------    --------
    Net increase (decrease) from investment operations         (0.35)        0.86        0.39        0.60        0.77
- --------------------------------------------------------      -------    --------    --------    --------    --------
Distributions to shareholders:
  From net investment income                                   (0.43)       (0.16)      (0.31)      (0.57)      (0.59)
- --------------------------------------------------------      -------    --------    --------    --------    --------
  From net realized gain on investments                           --           --          --       (0.10)         --
- --------------------------------------------------------      -------    --------    --------    --------    --------
  In excess of net investment income                              --        (0.35)      (0.20)         --          --
- --------------------------------------------------------      -------    --------    --------    --------    --------
    Total distributions                                        (0.43)       (0.51)      (0.51)      (0.67)      (0.59)
- --------------------------------------------------------      -------    --------    --------    --------    --------
Net asset value, end of period                                $ 8.19     $   8.97    $   8.62    $   8.74    $   8.81
========================================================      =======    ========    ========    ========    ========
Total return(b)                                                (3.97)%      10.20%       4.78%       7.11%       9.22%
========================================================      =======    ========    ========    ========    ========
Ratios and supplemental data:
Net assets, end of period (in 000's)                          $85,669    $121,268    $154,272    $240,945    $385,404
========================================================      =======    ========    ========    ========    ========
Ratio of net investment income to average net assets:           4.72%(c)     6.06%       6.04%       6.52%       6.98%
========================================================      =======    ========    ========    ========    ========
Ratio of expenses to average net assets (excluding
  interest expense):                                             1.49%(c)    1.52%       1.51%       1.39%       1.38%
========================================================      =======    ========    ========    ========    ========
Ratio of interest expense to average net assets                 0.04%        0.29%         --          --          --
========================================================      =======    ========    ========    ========    ========
Portfolio turnover rate                                          110%         305%        241%        268%        385%
========================================================      =======    ========    ========    ========    ========

</TABLE>

(a)  These selected per share data were calculated based upon the average shares
     outstanding during the period.
(b)  Total return does not include sales charges and is not annualized for
     periods less than one year.
(c)  Ratios are based on average net assets of $103,919,944.

                                     FS-22
<PAGE>   456

NOTE 8-FINANCIAL HIGHLIGHTS (CONTINUED)

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,
                                                              ------------------------------------------------------
                                                              1999(a)    1998(a)    1997(a)     1996(a)     1995(a)
                                                              -------    -------    --------    --------    --------
<S>                                                           <C>        <C>        <C>         <C>         <C>
Net asset value, beginning of period                          $ 8.97     $ 8.62     $   8.74    $   8.80    $   8.64
- --------------------------------------------------------      ------     ------     --------    --------    --------
Income from investment operations:
  Net investment income                                         0.35       0.47         0.46        0.51        0.55
- --------------------------------------------------------      ------     ------     --------    --------    --------
  Net realized and unrealized gain (loss) on investments       (0.75)      0.34        (0.12)       0.04        0.14
- --------------------------------------------------------      ------     ------     --------    --------    --------
  Net increase (decrease) from investment operations           (0.40)      0.81         0.34        0.55        0.69
- --------------------------------------------------------      ------     ------     --------    --------    --------
Distributions to shareholders:
  From net investment income                                   (0.38)     (0.11)       (0.28)      (0.51)      (0.53)
- --------------------------------------------------------      ------     ------     --------    --------    --------
  From net realized gain on investments                           --         --           --       (0.10)         --
- --------------------------------------------------------      ------     ------     --------    --------    --------
  In excess of net investment income                              --      (0.35)       (0.18)         --          --
- --------------------------------------------------------      ------     ------     --------    --------    --------
    Total distributions                                        (0.38)     (0.46)       (0.46)      (0.61)      (0.53)
- --------------------------------------------------------      ------     ------     --------    --------    --------
Net asset value, end of period                                $ 8.19     $ 8.97     $   8.62    $   8.74    $   8.80
========================================================      ======     ======     ========    ========    ========
Total return(b)                                                (4.62)%     9.65%        4.00%       6.54%       8.22%
========================================================      ======     ======     ========    ========    ========
Ratios and supplemental data:
Net assets, end of period (in 000's)                          $55,849    $91,852    $127,722    $166,577    $235,481
========================================================      ======     ======     ========    ========    ========
Ratio of net investment income (loss) to average net assets:    4.07%(c)   5.41%        5.39%       5.87%       6.33%
========================================================      ======     ======     ========    ========    ========
Ratio of expenses to average net assets (excluding interest
  expense):                                                     2.14%(c)   2.17%        2.16%       2.04%       2.03%
========================================================      ======     ======     ========    ========    ========
Ratio of interest expense to average net assets                 0.04%      0.29%          --          --          --
========================================================      ======     ======     ========    ========    ========
Portfolio turnover rate                                          110%       305%         241%        268%        385%
========================================================      ======     ======     ========    ========    ========
</TABLE>

(a)  These selected per share data were calculated based upon average shares
     outstanding during the period.
(b)  Total return does not include sales charges and is not annualized for
     periods less than one year.
(c)  Ratios are based on average net assets of $71,016,370.

                                     FS-23
<PAGE>   457

NOTE 8-FINANCIAL HIGHLIGHTS (CONTINUED)

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 C                               ADVISOR CLASS
                                                  -------------------    --------------------------------------------------------
                                                                                                                     JUNE 1, 1995
                                                                                  YEAR ENDED OCTOBER 31,                  TO
                                                   MARCH 1, 1999 TO      ----------------------------------------    OCTOBER 31,
                                                  OCTOBER 31, 1999(a)    1999(a)    1998(a)    1997(a)    1996(a)      1995(a)
                                                  -------------------    -------    -------    -------    -------    ------------
<S>                                               <C>                    <C>        <C>        <C>        <C>        <C>
Net asset value, beginning of period                    $ 8.63           $ 9.00     $ 8.61     $ 8.73     $ 8.80        $ 8.98
- ----------------------------------------------          ------           ------     ------     ------     ------        ------
Income from investment operations:
  Net investment income                                   0.20             0.45       0.56       0.55       0.60          0.26
- ----------------------------------------------          ------           ------     ------     ------     ------        ------
  Net realized and unrealized gain (loss) on
    investments                                          (0.44)           (0.77)      0.37      (0.13)      0.03         (0.19)
- ----------------------------------------------          ------           ------     ------     ------     ------        ------
    Net increase (decrease) from investment
      operations                                         (0.24)           (0.32)      0.93       0.42       0.63          0.07
- ----------------------------------------------          ------           ------     ------     ------     ------        ------
Distributions to shareholders:
  From net investment income                             (0.21)           (0.46)     (0.19)     (0.33)     (0.60)        (0.25)
- ----------------------------------------------          ------           ------     ------     ------     ------        ------
  From net realized gain on investments                     --               --         --         --      (0.10)           --
- ----------------------------------------------          ------           ------     ------     ------     ------        ------
  In excess of net investment income                        --               --      (0.35)     (0.21)        --            --
- ----------------------------------------------          ------           ------     ------     ------     ------        ------
    Total distributions                                  (0.21)           (0.46)     (0.54)     (0.54)     (0.70)        (0.25)
- ----------------------------------------------          ------           ------     ------     ------     ------        ------
Net asset value, end of period                          $ 8.18           $ 8.22     $ 9.00     $ 8.61     $ 8.73        $ 8.80
==============================================          ======           ======     ======     ======     ======        ======
Total return(b)                                          (2.80)%          (3.73)%    11.18%      5.15%      7.49%         0.83%
==============================================          ======           ======     ======     ======     ======        ======
Ratios and supplemental data:
Net assets, end of period (in 000's)                    $  243           $  206     $  421     $  116     $   86        $  131
==============================================          ======           ======     ======     ======     ======        ======
Ratio of net investment income (loss) to average
  net assets:                                             4.07%(c)         5.07%(d)   6.41%      6.39%      6.87%         7.33%(e)
==============================================          ======           ======     ======     ======     ======        ======
Ratio of expenses to average net assets
  (excluding interest expense):                           2.14%(c)         1.14%(d)   1.17%      1.16%      1.04%         1.03%(e)
==============================================          ======           ======     ======     ======     ======        ======
Ratio of interest expense to average net assets           0.04%            0.04%      0.29%        --         --            --
==============================================          ======           ======     ======     ======     ======        ======
Portfolio turnover rate                                    110%             110%       305%       241%       268%          385%
==============================================          ======           ======     ======     ======     ======        ======
</TABLE>

(a)  These selected per share data were calculated based upon the average shares
     outstanding during the period.
(b)  Total return does not include sales charges and is not annualized for
     periods less than one year.
(c)  Ratios are annualized and based on average net assets of $196,715.
(d)  Ratios are based on average net assets of $468,333.
(e)  Annualized.

NOTE 9-SUBSEQUENT EVENT

On November 3, 1999, the Board of Trustees approved the conversion of Advisor
Class Shares into Class A Shares. The proposed effective date of this conversion
is February 11, 2000.

                                     FS-24
<PAGE>   458

                       REPORT OF INDEPENDENT ACCOUNTANTS

                       To the Shareholders of AIM Global Growth & Income Fund
                       and Board of Trustees of AIM Investment Funds:

                       In our opinion, the accompanying statement of assets and
                       liabilities, including the schedule of investments, and
                       the related statements of operations and of changes in
                       net assets and the financial highlights present fairly,
                       in all material respects, the financial position of the
                       AIM Global Growth & Income Fund at October 31, 1999, and
                       the results of its operations, the changes in its net
                       assets and the financial highlights for the periods
                       indicated, in conformity with generally accepted
                       accounting principles. These financial statements and
                       financial highlights (hereafter referred to as "financial
                       statements") are the responsibility of the Fund's
                       management; our responsibility is to express an opinion
                       on these financial statements based on our audits. We
                       conducted our audits of these financial statements in
                       accordance with generally accepted auditing standards
                       which require that we plan and perform the audit to
                       obtain reasonable assurance about whether the financial
                       statements are free of material misstatement. An audit
                       includes examining, on a test basis, evidence supporting
                       the amounts and disclosures in the financial statements,
                       assessing the accounting principles used and significant
                       estimates made by management, and evaluating the overall
                       financial statement presentation. We believe that our
                       audits, which included confirmation of securities at
                       October 31, 1999 by correspondence with the custodian and
                       brokers, provide a reasonable basis for the opinion
                       expressed above.

                                                /s/ PRICEWATERHOUSECOOPERS LLP
                                                    PRICEWATERHOUSECOOPERS LLP

                       Boston, Massachusetts
                       December 23, 1999

                                       FS-25
<PAGE>   459

SCHEDULE OF INVESTMENTS

October 31, 1999

<TABLE>
<CAPTION>
                                                     MARKET
                                      SHARES         VALUE
<S>                                 <C>           <C>

DOMESTIC COMMON STOCKS-37.35%

BANKS (MONEY CENTER)-2.32%

Bank of America Corp.                   230,000   $ 14,806,250
- --------------------------------------------------------------

BANKS (REGIONAL)-2.35%

First Tennessee National Corp.          440,800     14,987,200
- --------------------------------------------------------------

BEVERAGES (ALCOHOLIC)-3.12%

Anheuser-Busch Companies, Inc.          188,371     13,527,392
- --------------------------------------------------------------
Brown-Forman Corp.-Class B               93,600      6,318,000
- --------------------------------------------------------------
                                                    19,845,392
- --------------------------------------------------------------

ELECTRIC COMPANIES-3.72%

Southern Co.                            420,000     11,156,250
- --------------------------------------------------------------
Texas Utilities Co.                     323,000     12,516,250
- --------------------------------------------------------------
                                                    23,672,500
- --------------------------------------------------------------

ELECTRICAL EQUIPMENT-1.56%

Emerson Electric Co.                    165,000      9,910,312
- --------------------------------------------------------------

FINANCIAL (DIVERSIFIED)-1.98%

American General Corp.                  170,000     12,611,875
- --------------------------------------------------------------

FOODS-2.77%

Bestfoods                               300,000     17,625,000
- --------------------------------------------------------------

HEALTH CARE (DIVERSIFIED)-3.19%

Bristol-Myers Squibb Co.                264,800     20,339,950
- --------------------------------------------------------------

INVESTMENT MANAGEMENT-1.22%

PIMCO Advisors Holdings L.P.            225,000      7,804,688
- --------------------------------------------------------------

OIL (INTERNATIONAL
  INTEGRATED)-3.04%

Mobil Corp.                             200,500     19,348,250
- --------------------------------------------------------------

PERSONAL CARE-1.18%

Avon Products, Inc.                     234,000      7,546,500
- --------------------------------------------------------------

PUBLISHING-3.03%

McGraw-Hill Cos., Inc. (The)            324,000     19,318,500
- --------------------------------------------------------------

REAL ESTATE INVESTMENT
  TRUSTS-2.88%

Equity Office Properties Trust          457,000     10,111,125
- --------------------------------------------------------------
Equity Residential Properties
  Trust                                 197,000      8,237,063
- --------------------------------------------------------------
                                                    18,348,188
- --------------------------------------------------------------

SERVICES (COMMERCIAL &
  CONSUMER)-1.43%

Dun & Bradstreet Corp. (The)            309,800      9,100,375
- --------------------------------------------------------------

TELEPHONE-2.55%

Bell Atlantic Corp.                     250,000     16,234,375
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                     MARKET
                                      SHARES         VALUE

<S>                                 <C>           <C>

TOBACCO-1.01%

Philip Morris Companies, Inc.           255,000   $  6,422,813
- --------------------------------------------------------------
    Total Domestic Common Stocks
      (Cost $165,685,250)                          237,922,168
- --------------------------------------------------------------

FOREIGN STOCKS & OTHER EQUITY
  INTERESTS-31.16%

AUSTRALIA-3.10%

Foster's Brewing Group Ltd.
  (Beverages-Alcoholic)               3,500,000      9,305,685
- --------------------------------------------------------------
National Australia Bank Ltd.
  (Banks-Major Regional)                674,825     10,417,395
- --------------------------------------------------------------
                                                    19,723,080
- --------------------------------------------------------------

BELGIUM-1.47%

Electrabel S.A. (Electric
  Companies)                             27,760      9,158,659
- --------------------------------------------------------------
Fortis A.G.-CVG
  (Financial-Diversified)(a)             34,440        185,149
- --------------------------------------------------------------
                                                     9,343,808
- --------------------------------------------------------------

FRANCE-2.50%

Compagnie de Saint Gobain
  (Manufacturing-Diversified)(a)         51,000      8,853,001
- --------------------------------------------------------------
Pernod Ricard
  (Beverages-Non-alcoholic)             104,720      7,072,957
- --------------------------------------------------------------
                                                    15,925,958
- --------------------------------------------------------------

GERMANY-0.98%

MobilCom A.G.
  (Telecommunications-Cellular/
  Wireless)                             120,000      6,223,928
- --------------------------------------------------------------

ITALY-1.16%

Seat Pagine Gialle S.p.A.
  (Publishing)(a)                     5,200,000      7,412,744
- --------------------------------------------------------------

NETHERLANDS-6.71%

ING Groep N.V. (Insurance Brokers)      176,878     10,435,619
- --------------------------------------------------------------
Koninklijke KPN N.V.
  (Telecommunications-Long
  Distance)                             220,005     11,292,751
- --------------------------------------------------------------
Royal Dutch Petroleum Co.
  (Oil-International Integrated)        351,840     21,035,811
- --------------------------------------------------------------
                                                    42,764,181
- --------------------------------------------------------------

NEW ZEALAND-1.62%

Telecom Corp. of New Zealand Ltd.
  (Telephone)                         2,264,200      9,120,112
- --------------------------------------------------------------
Telecom Corp. of New Zealand
  Ltd.-ADR (Telephone)                   38,000      1,235,000
- --------------------------------------------------------------
                                                    10,355,112
- --------------------------------------------------------------

SWITZERLAND-3.07%

Julius Baer Holding A.G.
  (Banks-Major Regional)                  4,400     13,231,455
- --------------------------------------------------------------
Swisscom A.G. (Telephone)                20,820      6,342,815
- --------------------------------------------------------------
                                                    19,574,270
- --------------------------------------------------------------
</TABLE>

                                      FS-26
<PAGE>   460

<TABLE>
<CAPTION>
                                                     MARKET
                                      SHARES         VALUE
<S>                                 <C>           <C>

UNITED KINGDOM-10.55%

Abbey National PLC (Savings & Loan
  Companies)                            170,000   $  3,326,014
- --------------------------------------------------------------
Allied Zurich PLC
  (Insurance-Mulit-Line)                600,000      7,250,481
- --------------------------------------------------------------
Cadbury Schweppes PLC (Foods)         1,863,600     12,217,480
- --------------------------------------------------------------
CGU PLC (Insurance Brokers)             694,750     10,125,944
- --------------------------------------------------------------
Diageo PLC (Beverages-Alcoholic)        659,559      6,668,943
- --------------------------------------------------------------
EMAP PLC (Publishing)                   250,000      3,247,098
- --------------------------------------------------------------
EMI Group PLC (Leisure
  Time-Products)                        853,500      6,707,484
- --------------------------------------------------------------
Lloyds TSB Group PLC (Banks-Major
  Regional)                             688,428      9,524,471
- --------------------------------------------------------------
Reckitt & Colman PLC (Household
  Products/ Non-durables)               668,093      8,111,770
- --------------------------------------------------------------
                                                    67,179,685
- --------------------------------------------------------------
    Total Foreign Stocks & Other
      Equity Interests (Cost
      $147,527,140)                                198,502,766
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                     PRINCIPAL
                                      AMOUNT
<S>                                 <C>           <C>

NON-U.S. DOLLAR DENOMINATED
GOVERNMENT BONDS & NOTES-15.27%

DENMARK-1.36%

Kingdom of Denmark, Bonds, 8.00%,
  03/15/06                         DKK  54,000,000    8,647,572
- --------------------------------------------------------------

FRANCE-3.76%

Government of France, Deb., 4.00%,
  10/25/09                         EUR  25,200,000   23,913,664
- --------------------------------------------------------------

GERMANY-5.19%

Bundesrepublik Deutschland, Bonds,
  8.375%, 05/21/01             EUR   19,000,000     21,336,865
- --------------------------------------------------------------
  6.00%, 01/04/07                     4,600,000      5,085,825
- --------------------------------------------------------------
  6.50%, 07/04/27                     5,800,000      6,651,676
- --------------------------------------------------------------
                                                    33,074,366
- --------------------------------------------------------------

UNITED KINGDOM-4.96%

United Kingdom Treasury, Bond,
  7.00%, 06/07/02              GBP    5,500,000      9,225,047
- --------------------------------------------------------------
  Gtd. Note, 9.00%, 10/13/08          4,500,000      9,048,837
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                     PRINCIPAL       MARKET
                                      AMOUNT         VALUE
<S>                                 <C>           <C>

UNITED KINGDOM-(CONTINUED)

  Gtd. Bond, 9.00%, 08/06/12   GBP    6,022,000   $ 13,324,001
- --------------------------------------------------------------
                                                    31,597,885
- --------------------------------------------------------------
    Total Non-U.S. Dollar
      Denominated Government Bonds
      & Notes (Cost $98,119,358)                    97,233,487
- --------------------------------------------------------------

U.S. TREASURY SECURITIES-13.76%

U.S. TREASURY NOTES-8.76%

  6.63%, 06/30/01                   $35,550,000     36,012,505
- --------------------------------------------------------------
  5.63%, 05/15/08                    20,500,000     19,787,227
- --------------------------------------------------------------
                                                    55,799,732
- --------------------------------------------------------------

U.S. TREASURY BONDS-5.00%

  8.75%, 08/15/20                    15,120,000     18,950,350
- --------------------------------------------------------------
  6.50%, 11/15/26                    12,745,000     12,898,832
- --------------------------------------------------------------
                                                    31,849,182
- --------------------------------------------------------------
    Total U.S. Treasury Securities
      (Cost $87,847,744)                            87,648,914
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                      SHARES
<S>                                 <C>           <C>

MONEY MARKET FUNDS-1.77%

STIC Liquid Assets Portfolio(c)       5,642,621      5,642,621
- --------------------------------------------------------------
STIC Prime Portfolio(c)               5,642,621      5,642,621
- --------------------------------------------------------------
    Total Money Market Funds (Cost
      $11,285,242)                                  11,285,242
- --------------------------------------------------------------
TOTAL INVESTMENTS-99.31%                           632,592,577
- --------------------------------------------------------------
OTHER ASSETS LESS
  LIABILITIES-0.69%                                  4,397,411
- --------------------------------------------------------------
NET ASSETS-100.00%                                $636,989,988
==============================================================
</TABLE>

Investment Abbreviations:

ADR  - American Depositary Receipt
Deb. - Debentures
Gtd. - Guaranteed

Notes to Schedule of Investments:

(a)Non-income producing security.
(b)Foreign denominated security. Par value and coupon are denominated in
   currency indicated.
(c)The security shares the same investment advisor as the Fund.

See Notes to Financial Statements.
                                      FS-27
<PAGE>   461

STATEMENT OF ASSETS AND LIABILITIES

October 31, 1999

<TABLE>
<S>                                             <C>

ASSETS:

Investments, at value (cost $510,464,734)       $632,592,577
- ------------------------------------------------------------
Cash                                               1,245,276
- ------------------------------------------------------------
Receivables for:
  Investments sold                                 1,922,211
- ------------------------------------------------------------
  Fund shares sold                                   986,563
- ------------------------------------------------------------
  Dividends and interest                           5,456,781
- ------------------------------------------------------------
Other assets                                             651
- ------------------------------------------------------------
    Total assets                                 642,204,059
- ------------------------------------------------------------

LIABILITIES:

Payables for:
  Forward contracts closed                         1,618,625
- ------------------------------------------------------------
  Fund shares reacquired                           2,270,985
- ------------------------------------------------------------
Forward contracts                                     32,908
- ------------------------------------------------------------
Accrued administrative services fees                  11,447
- ------------------------------------------------------------
Accrued advisory fees                                526,363
- ------------------------------------------------------------
Accrued distribution fees                            423,592
- ------------------------------------------------------------
Accrued transfer agent fees                           84,253
- ------------------------------------------------------------
Accrued trustees' fees                                 1,500
- ------------------------------------------------------------
Accrued operating expenses                           244,398
- ------------------------------------------------------------
    Total liabilities                              5,214,071
- ------------------------------------------------------------
Net assets applicable to shares outstanding     $636,989,988
============================================================

NET ASSETS:

Class A                                         $254,060,449
============================================================
Class B                                         $376,180,588
============================================================
Class C                                         $  1,344,034
============================================================
Advisor Class                                   $  5,404,917
============================================================
SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE:

Class A                                           32,565,310
============================================================
Class B                                           48,228,206
============================================================
Class C                                              172,358
============================================================
Advisor Class                                        693,765
============================================================
Class A:
  Net asset value and redemption price per
    share                                       $       7.80
- ------------------------------------------------------------
  Offering price per share:
    (Net asset value of $7.80 / 94.50%)         $       8.25
============================================================
Class B:
  Net asset value and offering price per share  $       7.80
============================================================
Class C:
  Net asset value and offering price per share  $       7.80
============================================================
Advisor Class:
  Net asset value, redemption and offering
    price per share                             $       7.79
============================================================
</TABLE>

STATEMENT OF OPERATIONS

For the year ended October 31, 1999

<TABLE>
<S>                                             <C>

INVESTMENT INCOME:

Dividends (net of $815,230 foreign withholding
  tax)                                          $ 16,045,328
- ------------------------------------------------------------
Interest                                          13,957,993
- ------------------------------------------------------------
Securities lending                                   193,458
- ------------------------------------------------------------
    Total investment income                       30,196,779
- ------------------------------------------------------------

EXPENSES:

Advisory and administrative fees                   7,315,050
- ------------------------------------------------------------
Accounting services fees                             207,383
- ------------------------------------------------------------
Custodian fees                                       358,452
- ------------------------------------------------------------
Distribution fees -- Class A                       1,039,956
- ------------------------------------------------------------
Distribution fees -- Class B                       4,535,906
- ------------------------------------------------------------
Distribution fees -- Class C                           6,314
- ------------------------------------------------------------
Trustees' fees                                        35,961
- ------------------------------------------------------------
Transfer agent fees -- Class A                       508,709
- ------------------------------------------------------------
Transfer agent fees -- Class B                       776,580
- ------------------------------------------------------------
Transfer agent fees -- Class C                         1,110
- ------------------------------------------------------------
Transfer agent fees -- Advisor Class                   9,861
- ------------------------------------------------------------
Interest expense                                      15,102
- ------------------------------------------------------------
Other                                                608,387
- ------------------------------------------------------------
    Total expenses                                15,418,771
- ------------------------------------------------------------
Less: Expenses paid indirectly                        (4,831)
- ------------------------------------------------------------
    Net expenses                                  15,413,940
- ------------------------------------------------------------
Net investment income                             14,782,839
- ------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES, FOREIGN CURRENCIES,
  AND FORWARD CURRENCY CONTRACTS:

Net realized gain (loss) from:
  Investment securities                           59,608,133
- ------------------------------------------------------------
  Foreign currencies                                (573,951)
- ------------------------------------------------------------
  Forward currency contracts                         589,736
- ------------------------------------------------------------
                                                  59,623,918
- ------------------------------------------------------------
Change in net unrealized appreciation
  (depreciation) of:
  Investment securities                          (64,691,362)
- ------------------------------------------------------------
  Foreign currencies                                (204,635)
- ------------------------------------------------------------
  Forward currency contracts                        (257,665)
- ------------------------------------------------------------
                                                 (65,153,662)
- ------------------------------------------------------------
  Net gain (loss) from investment securities,
    foreign currencies and forward currency
    contracts                                     (5,529,744)
- ------------------------------------------------------------
Net increase in net assets resulting from
  operations                                    $  9,253,095
============================================================
</TABLE>

See Notes to Financial Statements.

                                     FS-28
<PAGE>   462

STATEMENTS OF CHANGES IN NET ASSETS

For the years ended October 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                  1999             1998
                                                              -------------    ------------
<S>                                                           <C>              <C>
OPERATIONS:

  Net investment income                                       $  14,782,839    $ 12,068,853
- -------------------------------------------------------------------------------------------
  Net realized gain from investment securities, foreign
    currencies and forward currency contracts                    59,623,918     146,741,450
- -------------------------------------------------------------------------------------------
  Change in net unrealized appreciation (depreciation) of
    investment securities, foreign currencies and forward
    currency contracts                                          (65,153,662)    (29,909,686)
- -------------------------------------------------------------------------------------------
    Net increase in net assets resulting from operations          9,253,095     128,900,617
- -------------------------------------------------------------------------------------------
Distributions to shareholders from net investment income:
  Class A                                                        (3,856,782)     (4,583,653)
- -------------------------------------------------------------------------------------------
  Class B                                                        (2,710,473)     (4,410,176)
- -------------------------------------------------------------------------------------------
  Class C                                                              (654)             --
- -------------------------------------------------------------------------------------------
  Advisor Class                                                     (96,889)       (100,933)
- -------------------------------------------------------------------------------------------
Distributions to shareholders from net realized gains:
  Class A                                                       (50,854,509)     (8,368,465)
- -------------------------------------------------------------------------------------------
  Class B                                                       (78,557,367)    (13,388,382)
- -------------------------------------------------------------------------------------------
  Class C                                                            (9,250)             --
- -------------------------------------------------------------------------------------------
  Advisor Class                                                  (1,015,481)       (131,267)
- -------------------------------------------------------------------------------------------
Share transactions-net:
  Class A                                                        (1,923,750)    (24,946,235)
- -------------------------------------------------------------------------------------------
  Class B                                                       (30,585,595)    (31,695,480)
- -------------------------------------------------------------------------------------------
  Class C                                                         1,396,141              --
- -------------------------------------------------------------------------------------------
  Advisor Class                                                    (873,736)      3,071,389
- -------------------------------------------------------------------------------------------
    Net increase (decrease) in net assets                      (159,835,250)     44,347,415
- -------------------------------------------------------------------------------------------
NET ASSETS:

  Beginning of period                                           796,825,238     752,477,823
- -------------------------------------------------------------------------------------------
  End of period                                               $ 636,989,988    $796,825,238
===========================================================================================
NET ASSETS CONSIST OF:
  Shares of beneficial interest                               $ 455,586,900    $467,573,561
- -------------------------------------------------------------------------------------------
  Undistributed net realized gain from investment
    securities, foreign currencies, and forward currency
    contracts                                                    59,366,359     142,061,286
- -------------------------------------------------------------------------------------------
  Unrealized appreciation of investment securities, foreign
    currencies and forward currency contracts                   122,036,729     187,190,391
- -------------------------------------------------------------------------------------------
                                                              $ 636,989,988    $796,825,238
===========================================================================================
</TABLE>

See Notes to Financial Statements.

                                      FS-29
<PAGE>   463

NOTES TO FINANCIAL STATEMENTS

October 31, 1999

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Global Growth & Income Fund (the "Fund") is a separate series of AIM
Investment Funds (the "Trust"). The Trust is organized as a Delaware business
trust and is registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), as an open-end series management investment company consisting
of twelve separate series portfolios, each having an unlimited number of shares
of beneficial interest. The Fund consists of four different classes of shares:
Class A shares, Class B shares, Class C shares and Advisor Class shares. Class A
shares are sold with a front-end sales charge. Class B shares and Class C shares
are sold with a contingent deferred sales charge. Advisor Class shares were sold
without a sales charge. Matters affecting each portfolio or class will be voted
on exclusively by the shareholders of such portfolio or class. The assets,
liabilities and operations of each portfolio are accounted for separately.
Information presented in these financial statements pertains only to the Fund.
The Fund's investment objective is long-term growth of capital together with
current income.
  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. The
following is a summary of the significant accounting policies followed by the
Fund in the preparation of its financial statements.

A. Security Valuations -- A security listed or traded on an exchange (except
   convertible bonds) is valued at its last sales price on the exchange where
   the security is principally traded, or lacking any sales on a particular day,
   the security is valued at the closing bid price on that day. Each security
   reported on the NASDAQ National Market System is valued at the last sales
   price on the valuation date or absent a last sales price, at the closing bid
   price. Debt obligations (including convertible bonds) are valued on the basis
   of prices provided by an independent pricing service. Prices provided by the
   pricing service may be determined without exclusive reliance on quoted
   prices, and may reflect appropriate factors such as yield, type of issue,
   coupon rate and maturity date. Securities for which market prices are not
   provided by any of the above methods are valued based upon quotes furnished
   by independent sources and are valued at the last bid price in the case of
   equity securities and in the case of debt obligations, the mean between the
   last bid and asked prices. Securities for which market quotations are not
   readily available or are questionable are valued at fair value as determined
   in good faith by or under the supervision of the Trust's officers in a manner
   specifically authorized by the Board of Trustees. Short-term obligations
   having 60 days or less to maturity are valued at amortized cost which
   approximates market value. For purposes of determining net asset value per
   share, futures and options contracts generally will be valued 15 minutes
   after the close of trading of the New York Stock Exchange ("NYSE").
     Generally, trading in foreign securities is substantially completed each
   day at various times prior to the close of the NYSE. The values of such
   securities used in computing the net asset value of the Fund's shares are
   determined as of such times. Foreign currency exchange rates are also
   generally determined prior to the close of the NYSE. Occasionally, events
   affecting the values of such securities and such exchange rates may occur
   between the times at which they are determined and the close of the NYSE
   which would not be reflected in the computation of the Fund's net asset
   value. If events materially affecting the value of such securities occur
   during such period, then these securities will be valued at their fair value
   as determined in good faith by or under the supervision of the Board of
   Trustees.

B. Securities Transactions, Investment Income and Distributions -- Securities
   transactions are accounted for on a trade date basis. Realized gains or
   losses on sales are computed on the basis of specific identification of the
   securities sold. Interest income is recorded as earned from settlement date
   and is recorded on the accrual basis. Dividend income and distributions to
   shareholders are recorded on the ex-dividend date. Such distributions are
   declared and paid quarterly. The Fund may elect to use a portion of the
   proceeds of fund share redemptions as distributions for Federal income tax
   purposes. Distributions from net realized capital gains, if any, are
   generally paid annually and recorded on ex-dividend date.
     On October 31, 1999, undistributed net investment income was decreased by
   $8,118,041, undistributed net realized gains decreased by $11,882,238 and
   paid-in capital increased by $20,000,279 as a result of differing book/tax
   treatment of foreign currency transactions and equalization credits in order
   to comply with the requirements of the American Institute of Certified Public
   Accountants Statement of Position 93-2. Net assets of the Fund were
   unaffected by the reclassification discussed above.

C. Federal Income Taxes -- The Fund intends to comply with the requirements of
   the Internal Revenue Code necessary to qualify as a regulated investment
   company and, as such, will not be subject to federal income taxes on
   otherwise taxable income (including net realized capital gains) which is
   distributed to shareholders. Therefore, no provision for federal income taxes
   is recorded in the financial statements.

D. Foreign Currency Translations -- Portfolio securities and other assets and
   liabilities denominated in foreign currencies are translated into U.S. dollar
   amounts at date of valuation. Purchases and sales of portfolio securities and
   income items denominated in foreign currencies are translated into U.S.
   dollar amounts on the respective dates of such

                                      FS-30
<PAGE>   464

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

E. Foreign Currency Contracts -- A foreign currency contract is an obligation to
   purchase or sell a specific currency for an agreed-upon price at a future
   date. The Fund may enter into a foreign currency contract to attempt to
   minimize the risk to the Fund from adverse changes in the relationship
   between currencies. The Fund may also enter into a foreign currency contract
   for the purchase or sale of a security denominated in a foreign currency in
   order to "lock in" the U.S. dollar price of that security. The Fund could be
   exposed to risk if counterparties to the contracts are unable to meet the
   terms of their contracts or if the value of the foreign currency changes
   unfavorably.
     Outstanding forward currency contracts at October 31, 1999 were as follows:

<TABLE>
<CAPTION>
                                                                           UNREALIZED
   SETTLEMENT               CONTRACT TO      CONTRACT TO                  APPRECIATION
   DATE                       DELIVER          RECEIVE        VALUE      (DEPRECIATION)
   ----------             ----------------   -----------   -----------   --------------
   <S>                    <C>   <C>          <C>           <C>           <C>
   02/09/00               GBP   19,600,000   $32,208,288   $32,241,196      $(32,908)
   ====================================================================================
</TABLE>

F. Expenses -- Distribution expenses directly attributable to a class of shares
   are charged to that class' operations. All other expenses which are
   attributable to more than one class are allocated among the classes.

G. 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
   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 fluctuations, perceived credit risk,
   adverse political and economic developments and possible adverse foreign
   government intervention.

H. 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.

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

A I M Advisors, Inc. ("AIM") is the Fund's investment manager and administrator.
INVESCO Asset Management Limited is the Fund's subadvisor. The Fund pays AIM
investment management and administration fees at an annual rate of 0.975% on the
first $500 million of the Fund's average daily net assets, plus 0.95% on the
next $500 million of the Fund's average daily net assets, plus 0.925% on the
next $500 million of the Fund's average daily net assets, plus 0.90% on the
Fund's average daily net assets exceeding $1.5 billion. AIM has contractually
agreed to limit the Fund's expenses (exclusive of brokerage commissions, taxes,
interest and extraordinary expenses) to the maximum annual rate of 1.75%, 2.40%,
2.40% and 1.40% of the average daily net assets of the Fund's Class A, Class B,
Class C and Advisor Class shares, respectively.
  Effective July 1, 1999, the Trust entered into a master administrative
services agreement with AIM, replacing the prior pricing and accounting
agreement. The Fund, pursuant to the master administrative services agreement
with AIM, has agreed to pay AIM for certain administrative costs incurred in
providing accounting services to the Fund. Prior to July 1, 1999, AIM was the
pricing and accounting agent for the Fund. The monthly fee for these services
paid to AIM was a percentage, not to exceed 0.03% annually, of a Fund's average
daily net assets. The annual fee rate was derived based on the aggregate net
assets of the funds which comprised the following investment companies: AIM
Growth Series, AIM Investment Funds, AIM Series Trust, G.T. Global Variable
Investment Series and G.T. Global Variable Investment Trust. The fee was
calculated at the rate of 0.03% of the first $5 billion of assets and 0.02% to
the assets in excess of $5 billion. An amount is allocated to and paid by each
such fund based on its relative average daily net assets. For the year ended
October 31, 1999, AIM was paid $207,383 for such services.
  The Fund, pursuant to a transfer agency and service agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and
shareholder services to the Fund. For the year ended October 31, 1999, AFS was
paid $1,226,855 for such services.
  The Trust has entered into master distribution agreements with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A, Class B, Class C and Advisor Class shares of the Fund. The Trust has
adopted a plan pursuant to Rule 12b-1 under the 1940 Act with respect to the
Fund's Class A shares, Class B shares and Class C shares (collectively the
"Plans"). The Fund , pursuant to the Plans, pays AIM Distributors compensation
at the annual rate of 0.35% of the Fund's average daily net assets of Class A
shares and 1.00% of the average daily net assets of Class B and C shares. Of
these amounts, the Fund may pay a service fee of 0.25% of the average daily net
assets of the Class A, Class B or Class C shares to selected dealers and
financial institutions who furnish continuing personal shareholder services to
their customers who purchase and own the appropriate class of shares of the
Fund. Any amounts not paid as a service fee under the Plans would constitute an
asset-based sales charge. The Plans also impose a cap on the total sales
charges, including asset-based sales charges that may be paid by the respective
classes. For the year ended October 31, 1999, the Class A, Class B and Class C
shares paid AIM Distributors $1,039,956, $4,535,906 and $6,314, respectively, as
compensation under the Plans.
  AIM Distributors received commissions of $80,124 from sales of the Class A
shares of the Fund during the year ended October 31, 1999. Such commissions are
not an expense of the Fund. They are deducted from, and are not included in, the
proceeds from sales of Class A shares. During the year ended October 31, 1999,
AIM Distributors received $3,994 in contingent deferred sales charges

                                     FS-31
<PAGE>   465

imposed on redemptions of Fund shares. Certain officers and trustees of the
Trust are officers and directors of AIM, AFS and AIM Distributors.

NOTE 3-INDIRECT EXPENSES

During the year ended October 31, 1999, the Fund received reductions in
custodian fees of $4,831 under expense offset arrangements. The effect of the
above arrangements resulted in a reduction of the Fund's total expenses of
$4,831 during the year ended October 31, 1999.

NOTE 4-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a
syndicate administered by The Chase Manhattan Bank. The Fund may borrow up to
the lesser of (i) $1,000,000,000 or (ii) the limits set by its prospectus for
borrowings. The Fund and other funds advised by AIM which are parties to the
line of credit may borrow on a first come, first served basis. The funds which
are party to the line of credit are charged a commitment fee of 0.09% on the
unused balance of the committed line. The commitment fee is allocated among the
funds based on their respective average net assets for the period. Prior to May
28, 1999, the Fund, along with certain other funds advised and/or administered
by AIM, had a line of credit with BankBoston and State Street Bank & Trust
Company. The arrangements with the banks allowed the Fund and certain other
funds to borrow, on a first come, first served basis, an aggregate maximum
amount of $250,000,000.
  During the year ended October 31, 1999, the average outstanding daily balance
of bank loans for the Fund was $268,364 with a weighted average interest rate of
5.63%. Interest expense for the Fund for the year ended October 31, 1999 was
$15,102.

NOTE 5-PORTFOLIO SECURITIES LOANED

At October 31, 1999, securities with an aggregate value of $926,250 were on loan
to brokers. The loans were secured by cash collateral of $944,775 received by
the Fund. For the year ended October 31, 1999, the Fund received fees of
$193,458 for securities lending.
  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 the loan. The cash collateral is
invested in a securities lending trust which consists of a portfolio of high
quality short duration securities whose average effective duration is restricted
to 120 days or less.

NOTE 6-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities)
purchased and sold by the Fund during the year ended October 31, 1999 was
$654,207,941 and $785,726,810, respectively.
  The amount of unrealized appreciation of investment securities, for tax
purposes, as of October 31, 1999 is as follows:

<TABLE>
<S>                                          <C>
Aggregate unrealized appreciation of
investment securities                        $131,225,983
- ---------------------------------------------------------
Aggregate unrealized appreciation
  (depreciation) of investment securities     (10,184,073)
- ---------------------------------------------------------
Net unrealized appreciation of investment
  securities                                 $121,041,910
=========================================================
Cost of investments for tax purposes is
  $511,550,667.
</TABLE>

                                     FS-32

<PAGE>   466

NOTE 7-SHARE INFORMATION

Changes in shares outstanding during the years ended October 31, 1999 and 1998
were as follows:

<TABLE>
<CAPTION>
                                                                         1999                          1998
                                                              ---------------------------   ---------------------------
                                                                SHARES         AMOUNT         SHARES         AMOUNT
                                                              -----------   -------------   -----------   -------------
<S>                                                           <C>           <C>             <C>           <C>
Sold:
  Class A                                                       8,613,668   $  72,437,015    40,631,419   $ 363,947,180
- -----------------------------------------------------------------------------------------------------------------------
  Class B                                                       5,303,281      44,812,675    12,852,707     115,998,695
- -----------------------------------------------------------------------------------------------------------------------
  Class C*                                                        195,189       1,576,712            --              --
- -----------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                   328,566       2,706,042     4,670,023      41,740,705
- -----------------------------------------------------------------------------------------------------------------------
Issued as reinvestment of dividends:
  Class A                                                       6,015,569      49,459,293     1,294,169      11,189,344
- -----------------------------------------------------------------------------------------------------------------------
  Class B                                                       8,680,071      71,410,220     1,736,739      14,930,372
- -----------------------------------------------------------------------------------------------------------------------
  Class C*                                                          1,149           9,140            --              --
- -----------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                   135,251       1,109,119        25,259         222,124
- -----------------------------------------------------------------------------------------------------------------------
Reacquired:
  Class A                                                     (15,145,571)   (123,820,058)  (44,464,914)   (400,082,759)
- -----------------------------------------------------------------------------------------------------------------------
  Class B                                                     (18,003,582)   (146,808,490)  (17,992,943)   (162,624,547)
- -----------------------------------------------------------------------------------------------------------------------
  Class C*                                                        (23,980)       (189,711)           --              --
- -----------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                  (552,173)     (4,688,897)   (4,285,866)    (38,891,440)
- -----------------------------------------------------------------------------------------------------------------------
                                                               (4,452,562)  $ (31,986,940)   (5,533,407)  $ (53,570,326)
=======================================================================================================================
</TABLE>

* Class C shares commenced sales on March 1, 1999.

NOTE 8-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,
                                                                --------------------------------------------------------
                                                                1999(a)     1998(a)     1997(a)       1996        1995
                                                                --------    --------    --------    --------    --------
<S>                                                             <C>         <C>         <C>         <C>         <C>
Net asset value, beginning of period                            $   9.26    $   8.21    $   7.11    $   6.35    $   6.21
- ------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                             0.20        0.17        0.21        0.22        0.24
- ------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments           (0.05)       1.25        1.12        0.82        0.13
- ------------------------------------------------------------------------------------------------------------------------
    Net increase from investment operations                         0.15        1.42        1.33        1.04        0.37
- ------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders:
  From net investment income                                       (0.11)      (0.13)      (0.21)      (0.24)      (0.22)
- ------------------------------------------------------------------------------------------------------------------------
  From net realized gain on investments                            (1.50)      (0.24)      (0.02)      (0.04)      (0.01)
- ------------------------------------------------------------------------------------------------------------------------
    Total distributions                                            (1.61)      (0.37)      (0.23)      (0.28)      (0.23)
- ------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                  $   7.80    $   9.26    $   8.21    $   7.11    $   6.35
========================================================================================================================
Total return(b)                                                     1.03%      17.76%      19.01%      16.80%       6.27%
========================================================================================================================
Ratios and supplemental data:

Net assets, end of period (in 000's)                            $254,060    $306,279    $292,528    $286,203    $284,069
========================================================================================================================
Ratio of net investment income to average net assets:               2.34%(c)    1.87%       2.74%       3.17%       3.85%
========================================================================================================================
Ratio of expenses to average net assets:                            1.65%(c)    1.65%       1.64%       1.66%       1.74%
========================================================================================================================
Portfolio turnover rate                                               89%         92%         50%         39%         83%
========================================================================================================================
</TABLE>

(a)  These selected per share data were calculated based upon the average shares
     outstanding during the period.
(b)  Total return does not include sales charges and is not annualized for
     periods less than one year.
(c)  Ratios are based on average net assets of $297,130,261.

                                     FS-33

<PAGE>   467

NOTE 8-FINANCIAL HIGHLIGHTS (CONTINUED)

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,
                                                              --------------------------------------------------------
                                                              1999(a)     1998(a)     1997(a)       1996        1995
                                                              --------    --------    --------    --------    --------
<S>                                                           <C>         <C>         <C>         <C>         <C>
Net asset value, beginning of period                          $   9.25    $   8.21    $   7.11    $   6.35    $   6.21
- ----------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                           0.14        0.11        0.16        0.17        0.20
- ----------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments         (0.04)       1.25        1.13        0.82        0.13
- ----------------------------------------------------------------------------------------------------------------------
    Net increase from investment operations                       0.10        1.36        1.29        0.99        0.33
- ----------------------------------------------------------------------------------------------------------------------
Distributions to shareholders:
  From net investment income                                     (0.05)      (0.08)      (0.17)      (0.20)      (0.18)
- ----------------------------------------------------------------------------------------------------------------------
  From net realized gain on investments                          (1.50)      (0.24)      (0.02)      (0.03)      (0.01)
- ----------------------------------------------------------------------------------------------------------------------
    Total distributions                                          (1.55)      (0.32)      (0.19)      (0.23)      (0.19)
- ----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                $   7.80    $   9.25    $   8.21    $   7.11    $   6.35
======================================================================================================================
Total return(b)                                                   0.42%      16.93%      18.28%      16.06%       5.57%
======================================================================================================================
Ratios and supplemental data:

Net assets, end of period (in 000's)                          $376,181    $483,307    $456,893    $383,966    $356,796
======================================================================================================================
Ratio of net investment income to average net assets:             1.69%(c)    1.22%       2.09%       2.52%       3.20%
======================================================================================================================
Ratio of expenses to average net assets:                          2.30%(c)    2.30%       2.29%       2.31%       2.39%
======================================================================================================================
Portfolio turnover rate                                             89%         92%         50%         39%         83%
======================================================================================================================
</TABLE>

(a)  These selected per share data were calculated based upon the average shares
     outstanding during the period.
(b)  Total return does not include sales charges and is not annualized for
     periods less than one year.
(c)  Ratios are based on average net assets of $453,590,643.

                                      FS-34

<PAGE>   468

NOTE 8-FINANCIAL HIGHLIGHTS (CONTINUED)

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 C                       ADVISOR CLASS
                                              -------------------   ------------------------------------------
                                                 MARCH 1, 1999                YEAR ENDED OCTOBER 31,               JUNE 1, 1995
                                                      TO            ------------------------------------------          TO
                                              OCTOBER 31, 1999(a)   1999(a)     1998(a)     1997(a)      1996    OCTOBER 31, 1995
                                              -------------------   -------     -------     -------     ------   ----------------
<S>                                           <C>                   <C>         <C>         <C>         <C>      <C>
Net asset value, beginning of period                $ 8.05          $ 9.26      $ 8.20      $ 7.10      $ 6.35        $ 6.24
- ---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                        0.10            0.22        0.21        0.23        0.23          0.11
- ---------------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on
    investments                                      (0.26)          (0.05)       1.25        1.13        0.82          0.13
- ---------------------------------------------------------------------------------------------------------------------------------
    Net increase (decrease) from investment
      operations                                     (0.16)           0.17        1.46        1.36        1.05          0.24
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders:
  From net investment income                         (0.02)          (0.14)      (0.16)      (0.24)      (0.26)        (0.13)
- ---------------------------------------------------------------------------------------------------------------------------------
  From net realized gain on investments              (0.07)          (1.50)      (0.24)      (0.02)      (0.04)           --
- ---------------------------------------------------------------------------------------------------------------------------------
    Total distributions                              (0.09)          (1.64)      (0.40)      (0.26)      (0.30)        (0.13)
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                      $ 7.80          $ 7.79      $ 9.26      $ 8.20      $ 7.10        $ 6.35
=================================================================================================================================
Total return(b)                                      (1.98)%          1.30%      18.27%      19.23%      17.19%         3.83%
=================================================================================================================================
Ratios and supplemental data:

Net assets, end of period (in 000's)                $1,344          $5,405      $7,239      $3,057      $3,085        $  944
=================================================================================================================================
Ratio of net investment income to average
  net assets:                                         1.69%(c)        2.69%(d)    2.22%       3.09%       3.52%         4.20%(e)
=================================================================================================================================
Ratio of expenses to average net assets:              2.30%(c)        1.30%(d)    1.30%       1.29%       1.31%         1.39%(e)
=================================================================================================================================
Portfolio turnover rate                                 89%             89%         92%         50%         39%           83%
=================================================================================================================================
</TABLE>

(a)  These selected per share data were calculated based upon the average shares
     outstanding during the period.
(b)  Total return does not include sales charges and is not annualized for
     periods less than one year.
(c)  Ratios are annualized and based on average net assets of $944,451.
(d)  Ratios are based on average net assets of $5,759,984.
(e)  Annualized.

NOTE 9-SUBSEQUENT EVENT

On November 3, 1999, the Board of Trustees approved the conversion of Advisor
Class Shares into Class A Shares. The proposed effective date of this conversion
is February 11, 2000.

                                     FS-35
<PAGE>   469
                       REPORT OF INDEPENDENT ACCOUNTANTS

                       To the Shareholders of AIM Strategic Income Fund
                       and Board of Trustees of AIM Investment Funds:

                       In our opinion, the accompanying statement of assets and
                       liabilities, including the schedule of investments, and
                       the related statements of operations and of changes in
                       net assets and the financial highlights present fairly,
                       in all material respects, the financial position of the
                       AIM Strategic Income Fund at October 31, 1999, and the
                       results of its operations, the changes in its net assets
                       and the financial highlights for the periods indicated
                       therein, in conformity with generally accepted accounting
                       principles. These financial statements and financial
                       highlights (hereafter referred to as "financial
                       statements") are the responsibility of the Fund's
                       management; our responsibility is to express an opinion
                       on these financial statements based on our audits. We
                       conducted our audits of these financial statements in
                       accordance with generally accepted auditing standards
                       which require that we plan and perform the audit to
                       obtain reasonable assurance about whether the financial
                       statements are free of material misstatement. An audit
                       includes examining, on a test basis, evidence supporting
                       the amounts and disclosures in the financial statements,
                       assessing the accounting principles used and significant
                       estimates made by management, and evaluating the overall
                       financial statement presentation. We believe that our
                       audits, which included confirmation of securities at
                       October 31, 1999 by correspondence with the custodian and
                       brokers, provide a reasonable basis for the opinion
                       expressed above.

                                                  /s/ PRICEWATERHOUSECOOPERS LLP
                                                      PRICEWATERHOUSECOOPERS LLP


                       Boston, Massachusetts
                       December 23, 1999



                                     FS-36
<PAGE>   470

SCHEDULE OF INVESTMENTS

October 31, 1999

<TABLE>
<CAPTION>
                                    PRINCIPAL        MARKET
                                    AMOUNT(a)        VALUE
<S>                                <C>            <C>
U.S. DOLLAR DENOMINATED
  NON-CONVERTIBLE BONDS &
  NOTES-54.60%

AEROSPACE/DEFENSE-0.73%

Sequa Corp.-Class A, Sr. Unsec.
  Notes, 9.00%, 08/01/09           $  1,400,000   $  1,368,500
- --------------------------------------------------------------

AIRLINES-0.47%

Northwest Airlines Corp., Unsec.
  Gtd. Notes, 7.875%, 03/15/08        1,000,000        885,550
- --------------------------------------------------------------

AUTO PARTS & EQUIPMENT-1.25%

American Axle & Manufacturing,
  Inc., Sr. Unsec. Gtd. Sub.
  Notes, 9.75%, 03/01/09              1,400,000      1,386,000
- --------------------------------------------------------------
Gentek, Inc., Sr. Gtd. Sub.
  Notes, 11.00%, 08/01/09
  (Acquired 08/03/99; Cost
  $950,000)(b)                          950,000        959,500
- --------------------------------------------------------------
                                                     2,345,500
- --------------------------------------------------------------

BANKS (MONEY CENTER)-3.07%

Chase Manhattan Corp., Unsec.
  Sub. Notes, 6.25%, 01/15/06         2,835,000      2,713,676
- --------------------------------------------------------------
Sanwa Finance Aruba AEC (Aruba),
  Unsec. Gtd. Unsub. Notes,
  8.35%, 07/15/09                     3,000,000      3,053,160
- --------------------------------------------------------------
                                                     5,766,836
- --------------------------------------------------------------

BROADCASTING (TELEVISION, RADIO &
  CABLE)-3.46%

Comcast Cable Communications,
  Unsec. Unsub. Notes, 6.20%,
  11/15/08(o)                         4,200,000      3,889,452
- --------------------------------------------------------------
Lenfest Communications, Inc., Sr.
  Unsec. Sub. Notes, 8.25%,
  02/15/08                            1,850,000      1,859,250
- --------------------------------------------------------------
LIN Television Corp., Sr. Unsec.
  Gtd. Sub. Notes, 8.375%,
  03/01/08                              800,000        748,000
- --------------------------------------------------------------
                                                     6,496,702
- --------------------------------------------------------------

BUILDING MATERIALS-0.55%

Blount Inc., Sr. Sub Notes,
  13.00%, 08/01/09(c)                 1,000,000      1,032,500
- --------------------------------------------------------------

CHEMICALS-0.75%

Lyondell Chemical Co., Sr. Gtd.
  Sub. Notes, 10.875%, 05/01/09       1,400,000      1,400,000
- --------------------------------------------------------------

CHEMICALS (DIVERSIFIED)-1.52%

Huntsman ICI Chemicals LLC, Sr.
  Unsec. Sub. Notes, 10.125%,
  07/01/09 (Acquired 06/22/99;
  Cost $1,750,000)(b)                 1,750,000      1,758,750
- --------------------------------------------------------------
ZSC Specialty Chemicals PLC
  (United Kingdom), Sr. Gtd.
  Unsub. Notes, 11.00%,
  07/01/09(c)                         1,100,000      1,105,500
- --------------------------------------------------------------
                                                     2,864,250
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                    PRINCIPAL        MARKET
                                    AMOUNT(a)        VALUE
<S>                                <C>            <C>
COMMUNICATIONS EQUIPMENT-0.55%

Williams Communications Group,
  Inc., Sr. Unsec. Notes,
  10.875%, 10/01/09                $  1,000,000   $  1,030,000
- --------------------------------------------------------------

COMPUTERS (HARDWARE)-0.53%

Chippac International Ltd., Sr.
  Unsec. Gtd. Sub. Notes, 12.75%,
  08/01/09 (Acquired 07/23/99;
  Cost $1,000,000)(b)                 1,000,000        995,000
- --------------------------------------------------------------

COMPUTERS (NETWORKING)-0.45%

Intersil Corp., 13.25%, 08/15/09
  (Acquired 08/06/99; Cost
  $800,000)(b)(d)                           800        852,000
- --------------------------------------------------------------

COMPUTERS (SOFTWARE &
  SERVICES)-1.30%

PSINet Inc., Sr. Notes, 11.00%,
  08/01/09 (Acquired 07/16/99;
  Cost $1,000,000)(b)                 1,000,000      1,030,000
- --------------------------------------------------------------
Rythms NetConnections Inc., Sr.
  Unsec. Notes, 12.75%, 04/15/09      1,575,000      1,405,687
- --------------------------------------------------------------
                                                     2,435,687
- --------------------------------------------------------------

CONSUMER FINANCE-1.94%

AmeriCredit Corp., Sr. Gtd. Sub.
  Notes, 9.875%, 04/15/06             1,000,000        995,000
- --------------------------------------------------------------
General Motors Acceptance Corp.,
  Unsec. Notes, 6.625%, 10/15/05      2,700,000      2,643,921
- --------------------------------------------------------------
                                                     3,638,921
- --------------------------------------------------------------

ELECTRONICS (COMPONENT
  DISTRIBUTORS)-0.43%

Viasystems Group, Inc., Sr. Sub
  Unsec. Notes, 9.75%, 06/01/07       1,000,000        805,000
- --------------------------------------------------------------

FINANCIAL (DIVERSIFIED)-0.51%

Lodgian Financing Corp., Sr.
  Unsec. Gtd. Sub. Notes, 12.25%,
  07/15/09(c)                         1,000,000        965,000
- --------------------------------------------------------------

FOODS-1.44%

Eagle Family Foods-Series B,
  Unsec. Gtd. Notes, 8.75%,
  01/15/08                            1,735,000      1,344,625
- --------------------------------------------------------------
Vlasic Foods International
  Inc.-Series B, Sr. Unsec. Sub.
  Notes, 10.25%, 07/01/09             1,450,000      1,370,250
- --------------------------------------------------------------
                                                     2,714,875
- --------------------------------------------------------------

GAMING, LOTTERY & PARIMUTUEL
  COMPANIES-4.63%

Hollywood Casino Corp., Sr. Sec.
  Gtd. Sub. Notes, 11.25%,
  05/01/07                            3,000,000      3,022,500
- --------------------------------------------------------------
</TABLE>

                                      FS-37

<PAGE>   471
<TABLE>
<CAPTION>
                                    PRINCIPAL        MARKET
                                    AMOUNT(a)        VALUE
<S>                                <C>            <C>
GAMING, LOTTERY & PARIMUTUEL
  COMPANIES-(CONTINUED)

Hollywood Casino Corp.-Class A,
  1st Mortgage, 13.00%, 08/01/06(c) $ 1,000,000   $  1,040,000
- --------------------------------------------------------------
Hollywood Park, Inc.-Series B,
  Sr. Gtd. Unsec. Sub. Notes,
  9.25%, 02/15/07(o)                    750,000        728,437
- --------------------------------------------------------------
Horseshoe Gaming Holding Corp.,
  Sr. Unsec. Gtd. Notes, 8.675%,
  05/15/09                            1,350,000      1,299,375
- --------------------------------------------------------------
Isle of Capri Casinos, Inc.,
  Unsec. Gtd. Sub. Notes, 8.75%,
  04/15/09                            1,500,000      1,361,250
- --------------------------------------------------------------
Mandalay Resort Group, Sr. Sub.
  Notes, 9.25%, 12/01/05              1,250,000      1,256,250
- --------------------------------------------------------------
                                                     8,707,812
- --------------------------------------------------------------

HEALTH CARE (DRUGS-GENERIC & OTHER)-0.49%

ICN Pharmaceuticals, Inc., Sr.
  Notes, 8.75%, 11/15/08
  (Acquired 07/15/99; Cost
  $969,900)(b)                        1,000,000        917,500
- --------------------------------------------------------------

HEALTH CARE (HOSPITAL MANAGEMENT)-0.52%

Triad Hospitals Holdings Inc.,
  Sr. Sub. Notes, 11.00%,
  05/15/09(c)                         1,000,000        982,500
- --------------------------------------------------------------

HEALTH CARE (MANAGED CARE)-0.53%

Express Scripts, Inc.-Class A,
  Sr. Gtd. Sub. Notes, 9.625%,
  06/15/09                            1,000,000      1,005,000
- --------------------------------------------------------------

HOMEBUILDING-0.93%

Engle Homes, Inc.-Series C, Sr.
  Unsec. Gtd. Notes, 9.25%,
  02/01/08                            2,000,000      1,750,000
- --------------------------------------------------------------

HOUSEHOLD FURNISHING & APPLIANCES-0.38%

Winsloew Furniture, Inc., 12.75%,
  08/15/07(c)(d)                            750        718,125
- --------------------------------------------------------------

INVESTMENT BANKING/BROKERAGE-0.62%

Goldman Sachs Group, Inc. (The),
  Medium Term Notes, 2.00%,
  07/01/06                            1,100,000      1,167,375
- --------------------------------------------------------------

IRON & STEEL-0.51%

Acme Metal, Inc., Sr. Unsec. Gtd.
  Deb., 10.875%, 12/15/07(e)            780,000        167,700
- --------------------------------------------------------------
Republic Technologies International
  LLC/RTI Capital Corp., 13.75%,
  07/15/09 (Acquired 08/06/99;
  Cost $839,035)(b)(d)                      850        790,500
- --------------------------------------------------------------
                                                       958,200
- --------------------------------------------------------------

LEISURE TIME (PRODUCTS)-2.06%

Boca Resorts, Inc.-Class A, Sr.
  Gtd. Sub Notes, 9.875%, 04/15/09    2,050,000      1,937,250
- --------------------------------------------------------------
Premier Parks Inc., Sr. Notes,
  9.75%, 06/15/07                     1,150,000      1,135,625
- --------------------------------------------------------------
Riddell Sports Inc., Sr. Unsec.
  Gtd. Notes, 10.50%, 07/15/07          950,000        793,250
- --------------------------------------------------------------
                                                     3,866,125
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                    PRINCIPAL        MARKET
                                    AMOUNT(a)        VALUE
<S>                                <C>            <C>
MACHINERY (DIVERSIFIED)-1.06%

SCG Holding Corp./Semiconductor
  Components Industries LLC, Sr.
  Sub. Notes, 12.00%, 08/01/09
  (Acquired 08/03/99; Cost
  $1,010,000)(b)                   $  1,000,000   $  1,025,000
- --------------------------------------------------------------
Wec Co., Sr. Notes, 12.00%,
  07/15/09 (Acquired 07/23/99;
  Cost $1,000,000)(b)                 1,000,000        975,000
- --------------------------------------------------------------
                                                     2,000,000
- --------------------------------------------------------------

MANUFACTURING (DIVERSIFIED)-1.22%

TeleCorp PCS, Inc., Sr. Disc.
  Sub. Notes, 11.625%, 04/15/09
  (Acquired 04/20/99; Cost
  $1,906,254)(b)(f)                   3,250,000      2,006,875
- --------------------------------------------------------------
Mechala Group (Jamaica) Series B,
  Sr. Gtd. Sub. Notes, 12.75%,
  12/30/99                              719,000        282,208
- --------------------------------------------------------------
                                                     2,289,083
- --------------------------------------------------------------

MANUFACTURING (SPECIALIZED)-1.48%

Fairchild Corp. (The)-Class A,
  Sr. Unsec. Gtd. Sub. Notes,
  10.75%, 04/15/09                    1,000,000        865,000
- --------------------------------------------------------------
Fairchild Semiconductor Corp.,
  Sr. Unsec. Gtd. Sub. Notes,
  10.375%, 10/01/07                     975,000        976,219
- --------------------------------------------------------------
Fisher Scientific International
  Inc., Sr. Unsec. Sub. Notes,
  9.00%, 02/01/08                     1,000,000        945,000
- --------------------------------------------------------------
                                                     2,786,219
- --------------------------------------------------------------

OFFICE EQUIPMENT & SUPPLIES-0.49%

United Stationers Supply Co., Sr.
  Unsec. Gtd. Sub. Notes, 8.375%,
  04/15/08                            1,000,000        912,500
- --------------------------------------------------------------

OIL & GAS (EXPLORATION &
  PRODUCTION)-0.41%

Vintage Petroleum, Inc., Sr.
  Unsec. Sub. Notes, 9.75%,
  06/30/09                              750,000        761,250
- --------------------------------------------------------------

PERSONAL CARE-1.27%

Chattem, Inc.-Series B, Sr.
  Unsec. Gtd. Sub. Notes, 8.875%,
  04/01/08                            1,500,000      1,342,500
- --------------------------------------------------------------
Drypers Corp.-Series B, Sr.
  Notes, 10.25%, 06/15/07             1,300,000      1,046,500
- --------------------------------------------------------------
                                                     2,389,000
- --------------------------------------------------------------

PHOTOGRAPHY/IMAGING-0.56%

Polaroid Corp., Sr. Unsec. Notes,
  11.50%, 02/15/06                    1,050,000      1,055,250
- --------------------------------------------------------------

RETAIL (DISCOUNTERS)-0.82%

Ames Department Stores, Inc., Sr.
  Gtd. Sub. Notes, 10.00%,
  04/15/06                            1,575,000      1,543,500
- --------------------------------------------------------------
</TABLE>

                                      FS-38

<PAGE>   472
<TABLE>
<CAPTION>
                                    PRINCIPAL        MARKET
                                    AMOUNT(a)        VALUE
<S>                                <C>            <C>
RETAIL (DRUG STORES)-0.57%

Duane Reade, Inc., Sr. Unsec.
  Gtd. Sub. Notes, 9.25%,
  02/15/08                         $  1,100,000   $  1,078,000
- --------------------------------------------------------------

RETAIL (FOOD CHAINS)-0.46%

Stater Brothers Holdings Inc.,
  Sr. Notes, 10.75%, 08/15/06           850,000        869,125
- --------------------------------------------------------------

SERVICES (ADVERTISING/MARKETING)-0.73%

Metris Cos., Inc., Sr. Notes,
  10.125%, 07/15/06 (Acquired
  08/13/99; Cost $1,441,804)(b)       1,500,000      1,368,750
- --------------------------------------------------------------

SERVICES (COMMERCIAL & CONSUMER)-0.38%

Willis Corroon Corp., Sr. Gtd.
  Sub. Notes, 9.00%, 02/01/09           800,000        712,000
- --------------------------------------------------------------

SERVICES (FACILITIES & ENVIRONMENTAL)-1.46%

American Plumbing & Mechanical
  Inc., Sr. Gtd. Sub. Notes,
  11.625%, 10/15/08(c)(o)             3,000,000      2,748,750
- --------------------------------------------------------------

SOVEREIGN DEBT-7.37%

Bank of Foreign Economic Affairs
  (Vnesheconombank) (Russia),
  Interest in Arrears Notes,
  6.06%, 12/15/15(e)(g)                 278,770         32,407
- --------------------------------------------------------------
  Principal Loans, 6.06%,
    12/15/20(e)(g)                   16,555,492      1,541,813
- --------------------------------------------------------------
Government of Venezuela
  (Venezuela), Unsec. Bonds,
  9.25%, 09/15/27                       183,000        123,525
- --------------------------------------------------------------
Republic of Argentina (Argentina),
  Unsec. Unsub. Notes, 11.75%,
  04/07/09                            1,500,000      1,479,375
- --------------------------------------------------------------
  Unsec. Unsub. Bonds, 11.375%,
    01/30/17                            208,000        199,160
- --------------------------------------------------------------
Republic of Brazil (Brazil),
  Bonds, 11.625%, 04/15/04            1,228,000      1,177,345
- --------------------------------------------------------------
  Notes, 14.50%, 10/15/09             2,404,000      2,496,554
- --------------------------------------------------------------
  Gtd. Floating Rate Bonds,
    7.00%, 04/15/12(g)                   18,000         11,942
- --------------------------------------------------------------
Republic of Bulgaria (Bulgaria),
  Floating Rate PDI Deb., 6.50%,
  07/28/11(g)                           190,000        145,200
- --------------------------------------------------------------
  Series A, Gtd. Bonds, 2.75%,
    07/28/12(g)                         205,000        138,552
- --------------------------------------------------------------
  Series A, Gtd. Floating Rate
    Sec. Bonds, 6.50%, 07/28/24(g)      198,000        147,778
- --------------------------------------------------------------
Republic of Columbia (Columbia),
  Unsub. Notes, 9.75%, 04/23/09         264,000        240,900
- --------------------------------------------------------------
Republic of Kazakhstan (Kazakhstan),
  Bonds, 13.625%, 10/18/04
  (Acquired 09/28/99; Cost $59,322)(b)   60,000         59,400
- --------------------------------------------------------------
Republic of Korea (Korea), Unsub.
  Unsec. Notes, 8.875%, 04/15/08        990,000      1,031,870
- --------------------------------------------------------------
Republic of Malaysia (Malaysia),
  Bonds, 8.75%, 06/01/09                720,000        742,190
- --------------------------------------------------------------
Republic of Panama (Panama),
  Bonds, 8.875%, 09/30/27               304,000        247,651
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                    PRINCIPAL        MARKET
                                    AMOUNT(a)        VALUE
<S>                                <C>            <C>
SOVEREIGN DEBT-(CONTINUED)

Republic of Turkey (Turkey),
  Notes, 12.00%, 12/15/08          $    240,000   $    243,000
- --------------------------------------------------------------
Republic of Venezuela
  (Venezuela), Unsec. Bonds,
  9.25%, 09/15/27                       817,000        554,477
- --------------------------------------------------------------
United Mexican States (Mexico),
  Bonds, 11.375%, 09/15/16              391,000        418,859
- --------------------------------------------------------------
  11.50%, 05/15/26                    2,500,000      2,825,353
- --------------------------------------------------------------
                                                    13,857,351
- --------------------------------------------------------------

TELECOMMUNICATIONS (CELLULAR/
  WIRELESS)-2.22%

Crown Castle International Corp.,
  Sr. Disc. Notes, 10.375%,
  05/15/11(f)                         1,600,000        952,000
- --------------------------------------------------------------
Insight Midwest LP/Insight
  Capital Inc., Sr. Notes, 9.75%,
  10/01/09 (Acquired 09/28/99;
  Cost $500,000)(b)                     500,000        516,250
- --------------------------------------------------------------
Level 3 Communications, Inc., Sr.
  Unsec. Notes, 9.125%, 05/01/08      1,500,000      1,406,250
- --------------------------------------------------------------
Omnipoint Corp., Sr. Notes,
  11.50%, 09/15/09 (Acquired
  09/17/99; Cost $750,000)(b)           750,000        787,500
- --------------------------------------------------------------
Worldwide Fiber, Inc. (Canada),
  Sr. Notes, 12.00%, 08/01/09(c)        500,000        502,500
- --------------------------------------------------------------
                                                     4,164,500
- --------------------------------------------------------------

TELECOMMUNICATIONS (LONG DISTANCE)-1.32%

Primus Telecommunications Group,
  Inc., Sr. Notes, 11.25%, 01/15/09   1,600,000      1,480,000
- --------------------------------------------------------------
Tele1 Europe B.V. (Netherlands),
  Sr. Unsec. Notes, 13.00%,
  05/15/09(c)                         1,000,000        995,000
- --------------------------------------------------------------
                                                     2,475,000
- --------------------------------------------------------------

TELEPHONE-0.93%

Intermedia Communications
  Inc.-Series B, Sr. Unsec.
  Notes, 9.50%, 03/01/09              1,900,000      1,752,750
- --------------------------------------------------------------

TEXTILES (APPAREL)-0.47%

St. John Knits International,
  Inc., Sr. Sub. Notes, 12.50%,
  07/01/09 (Acquired 07/01/99;
  Cost $986,160)(b)                   1,000,000        875,000
- --------------------------------------------------------------

TEXTILES (HOME FURNISHINGS)-0.26%

Pillowtex Corp., Sr. Sec. Gtd.
  Sub. Notes, 10.00%, 11/15/06        1,325,000        483,625
- --------------------------------------------------------------

WASTE MANAGEMENT-1.50%

Allied Waste North America Inc.,
  Sr. Sub. Notes, 10.00%,
  08/01/09(c)                         3,300,000      2,821,500
- --------------------------------------------------------------
    Total U.S. Dollar Denominated
      Non-Convertible Bonds &
      Notes (Cost $114,669,327)                    102,612,111
- --------------------------------------------------------------
</TABLE>

                                      FS-39

<PAGE>   473
<TABLE>
<CAPTION>
                                    PRINCIPAL        MARKET
                                    AMOUNT(a)        VALUE
<S>                                <C>            <C>
U.S. DOLLAR DENOMINATED
  CONVERTIBLE BONDS & NOTES-3.88%

LODGING-HOTELS-0.47%

Hilton Hotels Corp., Conv. Sub.
  Notes, 5.00%, 05/15/06           $  1,125,000   $    885,937
- --------------------------------------------------------------

RETAIL (DRUG STORES)-1.23%

Rite Aid Corp., Conv. Unsec. Sub.
  Notes, 5.25%, 09/15/02              3,320,000      2,307,400
- --------------------------------------------------------------

SERVICES (ADVERTISING/MARKETING)-0.69%

Interpublic Group of Companies,
  Inc. (The), Conv. Notes, 1.87%,
  06/01/06 (Acquired 05/26/99;
  Cost $1,176,106)(b)                 1,400,000      1,298,500
- --------------------------------------------------------------

SERVICES (COMMERCIAL & CONSUMER)-0.86%

CUC International, Inc., Conv.
  Sub. Notes, 3.00%, 02/15/02         1,799,000      1,623,598
- --------------------------------------------------------------

WASTE MANAGEMENT-0.63%

WMX Technologies, Conv. Sub.
  Notes, 2.00%, 01/24/05              1,445,000      1,186,706
- --------------------------------------------------------------
    Total U.S. Dollar Denominated
      Convertible Bonds & Notes
      (Cost $8,877,848)                              7,302,141
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                    PRINCIPAL
                                    AMOUNT(h)
<S>                                <C>            <C>
NON-U.S. DOLLAR DENOMINATED
  GOVERNMENT BONDS & NOTES-11.60%

CANADA-1.97%

Canadian Government, Bonds,
  Series H63, 10.75%,
  10/01/09                    CAD     4,065,000      3,702,317
- --------------------------------------------------------------

GERMANY-5.35%

Bundesrepublik Deutschland, Bonds
  8.25%, 09/20/01             EUR     3,000,000      3,395,989
- --------------------------------------------------------------
  6.50%, 07/04/27             EUR     5,800,000      6,651,676
- --------------------------------------------------------------
                                                    10,047,665
- --------------------------------------------------------------

GREECE-1.50%

Republic of Hellenic, Bonds
  9.20%, 03/21/02             GRD   650,000,000      2,124,676
- --------------------------------------------------------------
  8.80%, 06/19/07             GRD   200,000,000        696,135
- --------------------------------------------------------------
                                                     2,820,811
- --------------------------------------------------------------

ITALY-0.88%

Buoni Poliennali del Tesoro,
  Deb., 8.50%, 01/01/04       EUR     1,400,000      1,665,613
- --------------------------------------------------------------

NEW ZEALAND-1.90%

Fannie Mae, Notes, 7.25%,
  06/20/02                    NZD     7,000,000      3,572,815
- --------------------------------------------------------------
    Total Non-U.S. Dollar
      Denominated Government
      Bonds & Notes (Cost
      $24,770,532)                                  21,809,221
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                    PRINCIPAL        MARKET
                                    AMOUNT(h)        VALUE
<S>                                <C>            <C>
NON-U.S. DOLLAR DENOMINATED
  NON-CONVERTIBLE BONDS & NOTES-4.17%

AUSTRIA-0.14%

Head Holding GMBH (Manufacturing-
  Specialized), Sr. Notes,
  10.75%, 07/15/06            EUR       250,000   $    265,157
- --------------------------------------------------------------

FRANCE-0.15%

Remy Cointreau S.A.
  (Beverages-Alcoholic), Sr.
  Notes, 10.00%, 07/30/05     EUR       250,000        285,027
- --------------------------------------------------------------

LUXEMBOURG-0.09%

Carrier1 International S.A.
  (Communications Equipment),
  13.25%, 02/15/09 (Acquired
  08/05/99; Cost
  $180,103)(b)(d)             EUR       150,000        160,964
- --------------------------------------------------------------

NETHERLANDS-0.09%

Impress Metal Packaging Holding
  (Containers-Metal & Glass), Sr.
  Sub. Notes, 9.875%,
  05/29/07                    DEM       300,000        168,011
- --------------------------------------------------------------

UNITED KINGDOM-3.70%

Clubhaus PLC (Entertainment), Sr.
  Unsec. Notes, 12.875%,
  06/01/09                    GBP       150,000        257,903
- --------------------------------------------------------------
Colt Telecom Group PLC-Series
  DBC (Telephone), Sr. Notes,
  7.625%, 07/31/08            DEM     1,600,000        856,899
- --------------------------------------------------------------
ECO-BAT Technologies PLC
  (Building Materials), Unsec.
  Gtd. Sub. Notes, 9.125%,
  06/27/07                    GBP       150,000        242,755
- --------------------------------------------------------------
Energis PLC
  (Telecommunications-Long
  Distance), Unsec. Notes,
  9.50%, 06/15/09             GBP       200,000        340,688
- --------------------------------------------------------------
HMV Media Group PLC
  (Retail-General Merchandise),
  Sr. Sub. Notes, 10.875%,
  05/15/08                    GBP       200,000        314,666
- --------------------------------------------------------------
Hurst Group PLC
  (Broadcasting-Television, Radio
  & Cable), Unsec. Unsub. Notes,
  11.125%, 08/06/08 (Acquired
  07/30/99; Cost $240,818(b)  GBP       150,000        241,848
- --------------------------------------------------------------
Jazztel PLC
  (Telecommunications-Long
  Distance), Sr. Notes, 14.00%,
  04/01/09                    EUR       300,000        334,126
- --------------------------------------------------------------
Leica Geosystems Finance PLC
  (Financial-Diversified), Sr.
  Unsec. Gtd. Unsub. Notes,
  9.875%, 12/15/08            EUR       250,000        266,217
- --------------------------------------------------------------
London International Exhibition
  Center-Series BBR (Land
  Development), Sec. Bonds,
  7.71%, 11/25/16             GBP     1,730,000      2,299,326
- --------------------------------------------------------------
Ono Finance PLC-Series REGS
  (Financial-Diversified), Sr.
  Gtd. Sub. Notes, 13.00%,
  05/01/09                    EUR       300,000        336,514
- --------------------------------------------------------------
Orange PLC
  (Telecommunications-Cellular/
  Wireless), Sr. Notes, 7.625%,
  08/01/08                    EUR     1,000,000      1,108,395
- --------------------------------------------------------------
</TABLE>

                                     FS-40
<PAGE>   474
<TABLE>
<CAPTION>
                                    PRINCIPAL        MARKET
                                    AMOUNT(h)        VALUE
<S>                                <C>            <C>
UNITED KINGDOM-(CONTINUED)

Premier International Foods PLC
  (Distributors-Food & Health), Sr.
  Notes, 12.25%, 09/01/09     GBP        60,000   $     98,898
- --------------------------------------------------------------
William Hill Finance PLC
  (Financial-Diversified), Gtd.
  Notes, 10.625%, 04/30/08    GBP       150,000        254,442
- --------------------------------------------------------------
                                                     6,952,677
- --------------------------------------------------------------
    Total Non-U.S. Dollar
      Denominated Non-Convertible
      Bonds & Notes (Cost
      $7,930,529)                                    7,831,836
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                      SHARES
<S>                                <C>            <C>
COMMON STOCKS & OTHER EQUITY
  INTERESTS-1.76%

PUBLISHING (NEWSPAPERS)-0.71%

Tribune Company, $3.14 Conv. Pfd.         9,900      1,341,450
- --------------------------------------------------------------

SERVICES (COMMERCIAL & CONSUMER)-0.88%

Cendant Corp.(i)                        100,000      1,650,000
- --------------------------------------------------------------

SOVEREIGN DEBT-0.13%

Republic of Argentina Wts.
  (Argentina),
  expiring 12/03/99(j)                    2,510          2,824
- --------------------------------------------------------------
  expiring 02/25/00(j)                    2,370         53,621
- --------------------------------------------------------------
United Mexican States Wts.
  (Mexico), expiring 12/18/00(j)          2,662        178,687
- --------------------------------------------------------------
                                                       235,132
- --------------------------------------------------------------

TELECOMMUNICATIONS (LONG DISTANCE)-0.04%

Tele1 Europe B.V. Wts. (Netherlands),
  expiring 05/15/09(j)                    1,000         80,250
- --------------------------------------------------------------
    Total Common Stocks & Other
      Equity Interests (Cost
      $3,197,511)                                    3,306,832
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                    PRINCIPAL
                                      AMOUNT
<S>                                <C>            <C>
ASSET-BACKED SECURITIES-6.49%

CONSUMER FINANCE-2.28%

Green Tree Home Equity Loan
  Trust- Series 1999-D-Class A5,
  7.88%, 09/15/30                  $  4,200,000      4,273,101
- --------------------------------------------------------------

REAL ESTATE INVESTMENT TRUSTS-1.16%

Contimortgage Home Equity Loan
  Trust, Sub. Series 1999-2-Class
  B Notes, 8.50%, 04/25/29            2,400,000      2,182,125
- --------------------------------------------------------------

RETAIL (HOME SHOPPING)-2.31%

Fingerhut Master Trust, Sub.
  Series 1998-2-Class C Floating
  Rate Note, 5.88%, 02/15/07(g)       4,500,000      4,339,642
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                    PRINCIPAL        MARKET
                                      AMOUNT         VALUE
<S>                                <C>            <C>
SERVICES (COMMERCIAL & CONSUMER)-0.74%

Aircraft Finance Trust-Series
  1999-1A-Class A, Sub. Bonds,
  8.00%, 05/15/24                  $  1,500,000   $  1,396,943
- --------------------------------------------------------------
    Total Asset-Backed Securities
      (Cost $12,311,800)                            12,191,811
- --------------------------------------------------------------

SENIOR SECURED FLOATING RATE
  INTERESTS LOANS-3.04%(k)(1)

Pacifica Papers Inc.,
  8.937%, 03/12/06                    1,492,500      1,491,567
- --------------------------------------------------------------
Packaging Corp. of America,
  8.687%, 04/12/07                       25,620         25,671
- --------------------------------------------------------------
  8.75%, 04/12/07                         4,132          4,140
- --------------------------------------------------------------
  9.187%, 04/12/07                      250,000        250,500
- --------------------------------------------------------------
  9.25%, 04/12/07                        82,645         82,810
- --------------------------------------------------------------
  8.937%, 04/12/08                       25,620         25,668
- --------------------------------------------------------------
  9.00%, 04/12/08                         4,132          4,140
- --------------------------------------------------------------
  9.437%, 04/12/08                      250,000        250,469
- --------------------------------------------------------------
  9.50%, 04/12/08                        82,645         82,800
- --------------------------------------------------------------
Starwood Hotels & Resorts
  Worldwide, Inc., 9.132%,
  02/23/03                            1,000,000        999,583
- --------------------------------------------------------------
Wyndham International, Inc.,
  9.187%, 06/30/06                    2,500,000      2,493,750
- --------------------------------------------------------------
    Total Senior Secured Floating
      Rate Interests Loans (Cost
      $5,715,597)                                    5,711,098
- --------------------------------------------------------------

U.S. GOVERNMENT AGENCY SECURITIES-7.45%

FEDERAL NATIONAL MORTGAGE
  ASSOCIATION ("FNMA")-7.45%

Pass Through Certificates-TBA,
  7.498%, 01/24/29 (Cost
  $14,000,000)(m)                    14,000,000     14,004,340
- --------------------------------------------------------------

U.S. TREASURY SECURITIES-3.75%

U.S. TREASURY BILLS-0.14%
  4.68%, 11/04/99(n)                    260,000        259,832
- --------------------------------------------------------------

U.S. TREASURY BONDS-1.41%

  6.375%, 08/15/27(o)                 2,650,000      2,642,792
- --------------------------------------------------------------

U.S. TREASURY NOTES-2.20%

  5.63%, 05/15/08(o)                  4,290,000      4,140,751
- --------------------------------------------------------------
    Total U.S. Treasury Securities
      (Cost $7,928,981)                              7,043,375
- --------------------------------------------------------------
</TABLE>

                                     FS-41
<PAGE>   475
<TABLE>
<CAPTION>
                                                     MARKET
                                      SHARES         VALUE
<S>                                <C>            <C>
MONEY MARKET FUNDS-9.22%

STIC Liquid Assets Portfolio(p)       8,661,739   $  8,661,739
- --------------------------------------------------------------
STIC Prime Portfolio(p)               8,661,739      8,661,739
- --------------------------------------------------------------
    Total Money Market Funds
      (Cost $17,323,478)                            17,323,478
- --------------------------------------------------------------
TOTAL INVESTMENTS-105.96%                          199,136,243
- --------------------------------------------------------------
LIABILITIES LESS OTHER
  ASSETS-(5.96%)                                   (11,201,990)
- --------------------------------------------------------------
NET ASSETS-100.00%                                $187,934,253
==============================================================
</TABLE>

Abbreviations:

CAD    - Canadian Dollar
DEM    - German Deutschmark
EUR    - Euro
FRF    - French Franc
GPB    - British Pound Sterling
GRD    - Greek Drachma
NZD    - New Zealand Dollar
Conv.  - Convertible
Deb.   - Debentures
Disc.  - Discounted
Gtd.   - Guaranteed
Pfd.   - Preferred
Sec.   - Secured
Sr.    - Senior
Sub.   - Subordinated
TBA    - To Be Announced
Unsec. - Unsecured
Unsub. - Unsubordinated
Wts.   - Warrants

Notes to Schedule of Investments:

(a) Principal amount is in U.S. Dollars, except as indicated by note (h).
(b) Restricted security. May be resold to qualified institutional buyers in
    accordance with the provisions of Rule 144 under the Securities Act of 1933,
    as amended. The valuation of these securities has been determined in
    accordance with procedures established by the Board of Trustees. The
    aggregate market value of these securities at 10/31/99 was $16,618,337 which
    represented 8.84% of the Fund's net assets.
(c) Represents a security sold under Rule 144A, which is exempt from
    registration and may be resold to qualified institutional buyers in
    accordance with the provisions of Rule 144A under the Securities Act of
    1993, as amended.
(d) Consists of more than one class of securities traded together as a unit. In
    addition to the security listed, each unit represents common or preferred
    shares of the issuer.
(e) Defaulted security. Currently, the issuer is partially in default with
    respect to interest payments.
(f) The coupon rate shown on step up coupon bond represents the rate at period
    end.
(g) The coupon rate shown on floating rate note represents rate at period end.
(h) Foreign denominated security. Par value and coupon rate are denominated in
    currency of country indicated.
(i) Non-income producing security.
(j) Non-income producing security acquired as part of a unit with or in exchange
    for other securities.
(k) Senior secured corporate loans and senior secured debt securities in the
    Fund's portfolio generally have variable rates which adjust to a base, such
    as the London Inter-Bank Offered Rate ("LIBOR"), on set dates, typically
    every 30 days but not greater than one year; and/or have interest rates that
    float at a margin above a widely recognized base lending rate such as the
    Prime rate of a designated U.S. bank. Senior secured floating rate interests
    are, at present, not readily marketable and may be subject to restrictions
    on resale.
(l) Senior secured floating rate interests often require prepayments from excess
    cash flow or permit the borrower to repay at its election. The degree to
    which borrowers repay, whether as a contractual requirement or at their
    election, cannot be predicted with accuracy. As a result, the actual
    remaining maturity may be substantially less than the stated maturities
    shown. However, it is anticipated that the senior secured floating rate
    interests will have a expected average life of three to five years.
(m) Security purchased on forward commitment basis. These securities are subject
    to dollar roll transactions. See Note 1 Section H.
(n) A portion of the principal balance was pledged as collateral to cover margin
    requirements for open futures contracts. See Note 7.
(o) The principal balance was pledged as collateral to cover securities
    purchased on a forward commitment basis.
(p) The security shares the same investment advisor as the Fund.

See Notes to Financial Statements.

                                     FS-42
<PAGE>   476

STATEMENT OF ASSETS AND LIABILITIES

October 31, 1999

<TABLE>
<S>                                             <C>
ASSETS:

Investments, at value (cost $216,727,766)       $199,136,243
- ------------------------------------------------------------
Cash                                                   9,051
- ------------------------------------------------------------
Foreign currencies, at value (cost $13,173)           12,998
- ------------------------------------------------------------
Receivables for:
  Investments sold                                   325,471
- ------------------------------------------------------------
  Fund shares sold                                   137,308
- ------------------------------------------------------------
  Dividends and Interest                           3,539,187
- ------------------------------------------------------------
Other assets                                          25,768
- ------------------------------------------------------------
    Total assets                                 203,186,026
- ------------------------------------------------------------

LIABILITIES:

Payables for:
  Investments purchased                           14,040,833
- ------------------------------------------------------------
  Fund shares reacquired                             814,231
- ------------------------------------------------------------
Forward contracts                                      7,228
- ------------------------------------------------------------
Variation margin                                      53,019
- ------------------------------------------------------------
Accrued advisory fees                                115,750
- ------------------------------------------------------------
Accrued distribution fees                            144,295
- ------------------------------------------------------------
Accrued accounting services fees                       4,110
- ------------------------------------------------------------
Accrued transfer agent fees                           19,261
- ------------------------------------------------------------
Accrued trustees' fees                                 4,314
- ------------------------------------------------------------
Accrued operating expenses                            48,732
- ------------------------------------------------------------
    Total liabilities                             15,251,773
- ------------------------------------------------------------
Net assets applicable to shares outstanding     $187,934,253
============================================================

NET ASSETS:

Class A                                         $ 68,674,962
============================================================
Class B                                         $118,903,697
============================================================
Class C                                         $    250,621
============================================================
Advisor Class                                   $    104,973
============================================================

SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE:

Class A                                            6,776,585
============================================================
Class B                                           11,716,082
============================================================
Class C                                               24,712
============================================================
Advisor Class                                         10,320
============================================================

Class A:
  Net asset value and redemption price per
    share                                       $      10.13
- ------------------------------------------------------------
  Offering price per share:
    (Net asset value of $10.13 divided by
      95.25%)                                   $      10.64
============================================================
Class B:
  Net asset value and offering price per share  $      10.15
============================================================
Class C:
  Net asset value and offering price per share  $      10.14
============================================================
Advisor Class:
  Net asset value, redemption and offering
    price per share                             $      10.17
============================================================
</TABLE>

STATEMENT OF OPERATIONS

For the year ended October 31, 1999

<TABLE>
<S>                                             <C>
INVESTMENT INCOME:

Dividends                                       $     25,765
- ------------------------------------------------------------
Interest                                          18,906,781
- ------------------------------------------------------------
Securities lending                                    37,491
- ------------------------------------------------------------
    Total investment income                       18,970,037
- ------------------------------------------------------------

EXPENSES:

Advisory and administrative fees                   1,749,758
- ------------------------------------------------------------
Accounting services fees                              70,274
- ------------------------------------------------------------
Interest expense (Note 4)                             48,328
- ------------------------------------------------------------
Distribution fees -- Class A                         302,618
- ------------------------------------------------------------
Distribution fees -- Class B                       1,552,007
- ------------------------------------------------------------
Distribution fees -- Class C                             356
- ------------------------------------------------------------
Trustees' fees                                        21,973
- ------------------------------------------------------------
Transfer agent fees -- Class A                       125,789
- ------------------------------------------------------------
Transfer agent fees -- Class B & C                   226,541
- ------------------------------------------------------------
Transfer agent fees -- Advisor Class                     219
- ------------------------------------------------------------
Printing fees                                        204,970
- ------------------------------------------------------------
Other                                                116,621
- ------------------------------------------------------------
    Total expenses                                 4,419,454
- ------------------------------------------------------------
Less: Expenses paid indirectly                       (14,544)
- ------------------------------------------------------------
   Net Expense                                     4,404,910
- ------------------------------------------------------------
Net investment income                             14,565,127
- ------------------------------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES, FOREIGN CURRENCIES,
  FORWARD CURRENCY CONTRACTS, SWAP AGREEMENTS
  AND FUTURES CONTRACTS:

Net realized gain (loss) from:
  Investment securities                          (14,437,294)
- ------------------------------------------------------------
  Foreign currencies                              (2,620,411)
- ------------------------------------------------------------
  Forward contracts                                1,245,609
- ------------------------------------------------------------
  Swap agreements                                   (344,840)
- ------------------------------------------------------------
  Futures contracts                                  (59,818)
- ------------------------------------------------------------
                                                 (16,216,754)
- ------------------------------------------------------------
Change in net unrealized appreciation
  (depreciation) of:
  Investment securities                            3,083,204
- ------------------------------------------------------------
  Foreign currencies                                (124,399)
- ------------------------------------------------------------
  Forward contracts                                   59,566
- ------------------------------------------------------------
  Futures contracts                                  (65,179)
- ------------------------------------------------------------
                                                   2,953,192
- ------------------------------------------------------------
  Net gain (loss) from investment securities,
    foreign currencies, forward currency
    contracts, swap agreements and futures
    contracts                                    (13,263,562)
- ------------------------------------------------------------
Net increase in net assets resulting from
  operations                                    $  1,301,565
============================================================
</TABLE>

See Notes to Financial Statements.

                                     FS-43
<PAGE>   477

STATEMENTS OF CHANGES IN NET ASSETS

For the years ended October 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                  1999            1998
                                                              ------------    -------------
<S>                                                           <C>             <C>
OPERATIONS:

  Net investment income                                       $ 14,565,127    $  27,101,409
- -------------------------------------------------------------------------------------------
  Net realized gain (loss) from investment securities,
    foreign currencies, forward currency contracts, swap
    agreements and future contracts                            (16,216,754)      (9,817,521)
- -------------------------------------------------------------------------------------------
  Change in net unrealized appreciation (depreciation) of
    investment securities, foreign currencies, futures
    contracts and forward currency contracts                     2,953,192      (28,381,099)
- -------------------------------------------------------------------------------------------
    Net increase (decrease) in net assets resulting from
      operations                                                 1,301,565      (11,097,211)
- -------------------------------------------------------------------------------------------

DISTRIBUTIONS TO SHAREHOLDERS FROM NET INVESTMENT INCOME:

  Class A                                                       (5,310,549)      (7,063,735)
- -------------------------------------------------------------------------------------------
  Class B                                                       (8,423,847)     (12,380,012)
- -------------------------------------------------------------------------------------------
  Class C                                                           (2,176)              --
- -------------------------------------------------------------------------------------------
  Advisor Class                                                    (14,345)         (44,834)
- -------------------------------------------------------------------------------------------

RETURN OF CAPITAL DISTRIBUTION:

  Class A                                                         (313,916)      (1,864,318)
- -------------------------------------------------------------------------------------------
  Class B                                                         (557,789)      (3,267,432)
- -------------------------------------------------------------------------------------------
  Class C                                                             (193)         (11,833)
- -------------------------------------------------------------------------------------------
  Advisor Class                                                       (640)              --
- -------------------------------------------------------------------------------------------

SHARE TRANSACTIONS-NET:

  Class A                                                      (28,748,300)     (23,886,355)
- -------------------------------------------------------------------------------------------
  Class B                                                      (61,297,148)     (69,589,947)
- -------------------------------------------------------------------------------------------
  Class C                                                          254,116               --
- -------------------------------------------------------------------------------------------
  Advisor Class                                                   (739,856)         369,213
- -------------------------------------------------------------------------------------------
    Net increase (decrease) in net assets                     (103,853,078)    (128,836,464)
- -------------------------------------------------------------------------------------------

NET ASSETS:

  Beginning of period                                          291,787,331      420,623,795
- -------------------------------------------------------------------------------------------
  End of period                                               $187,934,253    $ 291,787,331
===========================================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                               $295,698,026    $ 387,101,752
- -------------------------------------------------------------------------------------------
  Undistributed net investment income                             (809,500)            (122)
- -------------------------------------------------------------------------------------------
  Undistributed net realized gain (loss) from investment
    securities, foreign currencies, forward currency
    contracts, swap agreements and futures contracts           (89,286,279)     (74,693,113)
- -------------------------------------------------------------------------------------------
  Unrealized appreciation (depreciation) of investment
    securities, foreign currencies, forward currency
    contracts and futures contracts                            (17,667,994)     (20,621,186)
- -------------------------------------------------------------------------------------------
                                                              $187,934,253    $ 291,787,331
===========================================================================================
</TABLE>

See Notes to Financial Statements.

                                     FS-44
<PAGE>   478

NOTES TO FINANCIAL STATEMENTS

October 31, 1999

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Strategic Income Fund (the "Fund") is a separate series of AIM Investment
Funds (the "Trust"). The Trust is organized as a Delaware business trust and is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end series management investment company consisting of twelve
separate series portfolios, each having an unlimited number of shares of
beneficial interest. The Fund consists of four different classes of shares:
Class A shares, Class B shares, Class C shares and Advisor Class shares. Class A
shares are sold with a front-end sales charge. Class B shares and Class C shares
are sold with a contingent deferred sales charge. Advisor Class shares were sold
without a sales charge. Matters affecting each portfolio or class will be voted
on exclusively by the shareholders of such portfolio or class. The assets,
liabilities and operations of each portfolio are accounted for separately.
Information presented in these financial statements pertains only to the Fund.
The Fund's investment objective is high current income, and its secondary
investment objective is growth of capital.
    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. The following is a summary of the significant accounting policies
followed by the Fund in the preparation of its financial statements.

A.  Security Valuations--A security listed or traded on an exchange (except
    convertible bonds) is valued at its last sales price on the exchange where
    the security is principally traded, or lacking any sales on a particular
    day, the security is valued at the closing bid price on that day. Each
    security reported on the NASDAQ National Market System is valued at the last
    sales price on the valuation date or absent a last sales price, at the
    closing bid price. Debt obligations (including convertible bonds) are valued
    on the basis of prices provided by an independent pricing service. Prices
    provided by the pricing service may be determined without exclusive reliance
    on quoted prices, and may reflect appropriate factors such as yield, type of
    issue, coupon rate and maturity date. Securities for which market prices are
    not provided by any of the above methods are valued based upon quotes
    furnished by independent sources and are valued at the last bid price in the
    case of equity securities and in the case of debt obligations, the mean
    between the last bid and asked prices. Securities for which market
    quotations are not readily available or are questionable are valued at fair
    value as determined in good faith by or under the supervision of the Trust's
    officers in a manner specifically authorized by the Board of Trustees.
    Short-term obligations having 60 days or less to maturity are valued at
    amortized cost which approximates market value. For purposes of determining
    net asset value per share, futures and options contracts generally will be
    valued 15 minutes after the close of trading of the New York Stock Exchange
    ("NYSE").
    Generally, trading in foreign securities is substantially completed each
    day at various times prior to the close of the NYSE. The values of such
    securities used in computing the net asset value of the Fund's shares are
    determined as of such times. Foreign currency exchange rates are also
    generally determined prior to the close of the NYSE. Occasionally, events
    affecting the values of such securities and such exchange rates may occur
    between the times at which they are determined and the close of the NYSE
    which would not be reflected in the computation of the Fund's net asset
    value. If events materially affecting the value of such securities occur
    during such period, then these securities will be valued at their fair value
    as determined in good faith by or under the supervision of the Board of
    Trustees.
B.  Securities Transactions, Investment Income and Distributions--Securities
    transactions are accounted for on a trade date basis. Realized gains or
    losses on sales are computed on the basis of specific identification of the
    securities sold. Interest income is recorded as earned from settlement date
    and is recorded on the accrual basis. Dividend income and distributions to
    shareholders are recorded on the ex-dividend date. Such distributions are
    declared and paid monthly. The Fund may elect to use a portion of the
    proceeds of fund share redemptions as distributions for Federal income tax
    purposes. Distributions from net realized capital gains, if any, are
    generally paid annually and recorded on ex-dividend date.
    On October 31, 1999, undistributed net investment income was decreased by
    $751,050, undistributed net realized gains were increased by $1,623,588 and
    paid-in capital decreased by $872,538 as a result of differing book/tax
    treatment of foreign currency transactions and net operating loss
    reclassifications in order to comply with the requirements of the American
    Institute of Certified Public Accountants Statement of Position 93-2. Net
    assets of the Fund were unaffected by the reclassification discussed above.
C.  Federal Income Taxes--The Fund intends to comply with the requirements of
    the Internal Revenue Code necessary to qualify as a regulated investment
    company and, as such, will not be subject to federal income taxes on
    otherwise taxable income (including net realized capital gains) which is
    distributed to shareholders. Therefore, no provision for federal income
    taxes is recorded in the financial statements. The Fund has a capital loss
    carryforward of $87,556,284 as of October 31, 1999 which may be carried
    forward to offset future taxable gains, if any, which expires in varying
    increments if not previously utilized, in the year 2007.
D.  Futures Contracts--The Fund may purchase or sell futures contracts as a
    hedge against changes in market conditions. Initial margin deposits required
    upon entering into futures contracts are satisfied by the segregation of
    specific securities as collateral for the account of the broker (the Fund's
    agent in acquiring the futures position). During the period the futures
    contracts are open, changes in the value of the contracts are recognized as
    unrealized gains or losses by "marking to

                                       FS-45
<PAGE>   479
    market" on a daily basis to reflect the market value of the contracts at the
    end of each day's trading. Variation margin payments are made or received
    depending upon whether unrealized gains or losses are incurred. When the
    contracts are closed, the Fund recognizes a realized gain or loss equal to
    the difference between the proceeds from, or cost of, the closing
    transaction and the Fund's basis in the contract. Risks include the
    possibility of an illiquid market and that a change in value of the
    contracts may not correlate with changes in the value of the securities
    being hedged.
E.  Foreign Currency Translations--Portfolio securities and other assets and
    liabilities denominated in foreign currencies are translated into U.S.
    dollar amounts at date of valuation. Purchases and sales of portfolio
    securities and income items denominated in foreign currencies are translated
    into U.S. dollar amounts on the respective dates of such transactions. The
    Fund does not separately account for that portion of the results of
    operations resulting from changes in foreign exchange rates on investments
    and the fluctuations arising from changes in market prices of securities
    held. Such fluctuations are included with the net realized and unrealized
    gain or loss from investments.
F.  Foreign Currency Contracts--A foreign currency contract is an obligation
    to purchase or sell a specific currency for an agreed-upon price at a future
    date. The Fund may enter into a foreign currency contract to attempt to
    minimize the risk to the Fund from adverse changes in the relationship
    between currencies. The Fund may also enter into a foreign currency contract
    for the purchase or sale of a security denominated in a foreign currency in
    order to "lock in" the U.S. dollar price of that security. The Fund could be
    exposed to risk if counterparties to the contracts are unable to meet the
    terms of their contracts or if the value of the foreign currency changes
    unfavorably.

Outstanding forward currency contracts at October 31, 1999 were as follows:

<TABLE>
<CAPTION>
                                                                         UNREALIZED
SETTLEMENT                   CONTRACT TO   CONTRACT TO                  APPRECIATION
DATE                           DELIVER       RECEIVE        VALUE      (DEPRECIATION)
- ----------                   -----------   -----------   -----------   --------------
<S>                    <C>   <C>           <C>           <C>           <C>
01/24/00               CAD   (2,850,000)   $1,940,743    $1,933,514       $(7,228)
                                           ----------    ----------       -------
</TABLE>

G.  Swap Agreements--The Fund may enter into interest rate swap agreements 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 their respective portfolio's duration (i.e., 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. Interest rate
    swap agreements involve the exchange by the Fund with another party of their
    respective commitments to pay or receive interest, e.g., an exchange of
    floating rate payments for fixed rate payments with respect to a notional
    amount of principal. Swaps are marked to market daily based upon quotations
    from market makers and the change, if any, is recorded as unrealized gain or
    loss in the Statement of Operations. Payments received or made at the end of
    the measurement period are recorded as realized gain or loss in the
    Statement of Operations. Net payments of interest rate swap agreements are
    recorded as interest income. Entering into these agreements involves, to
    varying degrees, elements of credit and market risk in excess of the amounts
    recognized on the Statement of Assets and Liabilities. Such risks involve
    the possibility that there will be no liquid market for these agreements,
    that the counterparty to the agreements may default on its obligations to
    perform and that there may be unfavorable changes in the fluctuation of
    interest rates.
H.  Mortgage Dollar Rolls--The Fund may engage in dollar roll transactions
    with respect to mortgage backed securities issued by GNMA, FNMA and FHLMC.
    In a dollar roll transaction, the Fund sells a mortgage backed security held
    in the Fund to a financial institution such as a bank or broker-dealer, and
    simultaneously agrees to repurchase a substantially similar security (same
    type, coupon and maturity) from the institution at a later date at an agreed
    upon price. The mortgage backed securities that are repurchased will bear
    the same interest rate as those sold, but generally will be collateralized
    by different pools of mortgages with prepayment histories. During the period
    between the sale and repurchase, the Fund will not be entitled to receive
    interest and principal payments on securities sold. Proceeds of the sale
    will be invested in short-term instruments, and the income from these
    investments, together with any additional fee income received on the sale,
    could generate income for the Fund exceeding the yield on the security sold.
    Dollar roll transactions involve the risk that the market value of the
    securities retained by the Fund may decline below the price of the
    securities that the Fund has sold but is obligated to repurchase under the
    agreement. In the event the buyer of securities in a dollar roll transaction
    files for bankruptcy or becomes insolvent, the Fund's use of the proceeds
    from the sale of the securities may be restricted pending a determination by
    the other party, or its trustee or receiver, whether to enforce the Fund's
    obligation to repurchase the securities.
I.  Expenses--Distribution expenses directly attributable to a class of shares
    are charged to that class' operations. All other expenses which are
    attributable to more than one class are allocated among the classes.
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
    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 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.

                                     FS-46
<PAGE>   480

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

A I M Advisors, Inc. ("AIM") is the Fund's investment manager and administrator.
INVESCO (NY), Inc. is the Fund's subadvisor. The Fund pays AIM investment
management and administration fees at an annual rate of 0.725% on the first $500
million of the Fund's average daily net assets, plus 0.70% on the next $1
billion of the Fund's average daily net assets, plus 0.675% on the next $1
billion of the Fund's average daily net assets, plus 0.65% on the Fund's average
daily net assets exceeding $2.5 billion. AIM has contractually agreed to limit
the Fund's expenses (exclusive of brokerage commissions, taxes, interest and
extraordinary expenses) to the maximum annual rate of 1.75%, 2.40%, 2.40% and
1.40% of the average daily net assets of the Fund's Class A, Class B, Class C
and Advisor Class shares, respectively.
  Effective July 1, 1999, the Trust entered into a master administrative
services agreement with AIM, replacing the prior pricing and accounting
agreement. The Fund, pursuant to the master administrative services agreement
with AIM, has agreed to pay AIM for certain administrative costs incurred in
providing accounting services to the Fund. Prior to July 1, 1999, AIM was the
pricing and accounting agent for the Fund. The monthly fee for these services
paid to AIM was a percentage, not to exceed 0.03% annually, of a Fund's average
daily net assets. The annual fee rate was derived based on the aggregate net
assets of the funds which comprised the following investment companies: AIM
Growth Series, AIM Investment Funds, AIM Series Trust, G.T. Global Variable
Investment Series and G.T. Global Variable Investment Trust. The fee was
calculated at the rate of 0.03% of the first $5 billion of assets and 0.02% to
the assets in excess of $5 billion. An amount is allocated to and paid by each
such fund based on its relative average daily net assets. For the year ended
October 31, 1999, AIM was paid $70,274 for such services.
  The Fund, pursuant to a transfer agency and service agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and
shareholder services to the Fund. For the year ended October 31, 1999, AFS was
paid $115,750 for such services.
  The Trust has entered into master distribution agreements with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A, Class B, Class C and Advisor Class shares of the Fund. The Trust has
adopted a plan pursuant to Rule 12b-1 under the 1940 Act with respect to the
Fund's Class A shares, Class B shares and Class C shares (collectively the
"Plans"). The Fund , pursuant to the Plans, pays AIM Distributors compensation
at the annual rate of 0.35% of the Fund's average daily net assets of Class A
shares and 1.00% of the average daily net assets of Class B and C shares. Of
these amounts, the Fund may pay a service fee of 0.25% of the average daily net
assets of the Class A, Class B or Class C shares to selected dealers and
financial institutions who furnish continuing personal shareholder services to
their customers who purchase and own the appropriate class of shares of the
Fund. Any amounts not paid as a service fee under the Plans would constitute an
asset-based sales charge. The Plans also impose a cap on the total sales
charges, including asset-based sales charges that may be paid by the respective
classes. For the year ended October 31, 1999, the Class A, Class B and Class C
shares paid AIM Distributors $302,618, $1,552,007 and $356, respectively, as
compensation under the Plans.
  AIM Distributors received commissions of $10,612 from sales of the Class A
shares of the Fund during the year ended October 31, 1999. Such commissions are
not an expense of the Fund. They are deducted from, and are not included in, the
proceeds from sales of Class A shares. During the year ended October 31, 1999,
AIM Distributors received $1,132 in contingent deferred sales charges imposed on
redemptions of Fund shares. Certain officers and trustees of the Trust are
officers and directors of AIM, AFS and AIM Distributors.

NOTE 3-INDIRECT EXPENSES

During the year ended October 31, 1999, the Fund received reductions in
custodian fees of $14,544 under expense offset arrangements. The effect of the
above arrangements resulted in a reduction of the Fund's total expenses of
$14,544 during the year ended October 31, 1999.

NOTE 4-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a
syndicate administered by The Chase Manhattan Bank. The Fund may borrow up to
the lesser of (i) $1,000,000,000 or (ii) the limits set by its prospectus for
borrowings. The Fund and other funds advised by AIM which are parties to the
line of credit may borrow on a first come, first served basis. The funds which
are party to the line of credit are charged a commitment fee of 0.09% on the
unused balance of the committed line. The commitment fee is allocated among the
funds based on their respective average net assets for the period. Prior to May
28, 1999, the Fund, along with certain other funds advised and/or administered
by AIM, had a line of credit with BankBoston and State Street Bank & Trust
Company. The arrangements with the banks allowed the Fund and certain other
funds to borrow, on a first come, first served basis, an aggregate maximum
amount of $250,000,000.
  During the year ended October 31, 1999, the average outstanding daily balance
of bank loans for the Fund was $597,260 with a weighted average interest rate of
5.64%. Interest expense for the Fund for the year ended October 31, 1999 was
$48,328.

NOTE 5-PORTFOLIO SECURITIES LOANED

At October 31, 1999, there were no securities on loan to brokers. For the year
ended October 31, 1999, the Fund received fees of $37,491 for securities
lending.
  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 the loan. The cash collateral is
invested in a securities lending trust which consists of a portfolio of high
quality short duration securities whose average effective duration is restricted
to 120 days or less.

                                     FS-47
<PAGE>   481

NOTE 6-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities)
purchased and sold by the Fund during the year ended October 31, 1999 was
$556,428,352 and $643,701,169, respectively.
  The amount of unrealized appreciation of investment securities, for tax
purposes, as of October 31, 1999 is as follows:

<TABLE>
<S>                                                           <C>
Aggregate unrealized appreciation of investment securities    $  1,665,165
- --------------------------------------------------------------------------
Aggregate unrealized (depreciation) of investment securities   (20,986,683)
- --------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investment
  securities                                                  $(19,321,518)
==========================================================================
</TABLE>

Cost of investments for tax purposes is $218,457,761

NOTE 7-FUTURES CONTRACTS

On October 31, 1999, $260,000 principal amount of U.S. Treasury obligations were
pledged as collateral to cover margin requirements for open futures contracts.
Open futures contracts were as follows:

<TABLE>
<CAPTION>
                                                                NO. OF        MONTH/        UNREALIZED
CONTRACT                                                       CONTRACTS     COMMITMENT     DEPRECIATION
- --------                                                       ----------    -----------    -------------
<S>                                                           <C>           <C>            <C>
Euro-Bundes Obligation-Short                                     150          Dec. 99        $(53,019)
- --------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 8-SHARE INFORMATION

Changes in shares outstanding during the years ended October 31, 1999 and 1998
were as follows:

<TABLE>
<CAPTION>
                                                                           1999                             1998
                                                              ------------------------------   ------------------------------
                                                                 SHARES          AMOUNT           SHARES          AMOUNT
                                                              ------------   ---------------   ------------   ---------------
<S>                                                           <C>            <C>               <C>            <C>
Sold:
  Class A                                                        3,735,185   $    40,211,400     11,087,862   $   132,840,707
- -----------------------------------------------------------------------------------------------------------------------------
  Class B                                                          570,671         6,113,002      2,712,341        32,431,379
- -----------------------------------------------------------------------------------------------------------------------------
  Class C*                                                          25,089           258,028             --                --
- -----------------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                     18,917           210,688        396,726         4,766,864
- -----------------------------------------------------------------------------------------------------------------------------
Issued as reinvestment of dividends:
  Class A                                                          412,050         4,409,344        520,006         6,103,698
- -----------------------------------------------------------------------------------------------------------------------------
  Class B                                                          544,054         5,826,667        752,045         8,848,630
- -----------------------------------------------------------------------------------------------------------------------------
  Class C*                                                             196             2,004             --                --
- -----------------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                      1,153            12,565          4,186            50,201
- -----------------------------------------------------------------------------------------------------------------------------
Reacquired:
  Class A                                                       (6,845,161)      (73,369,044)   (13,690,399)     (162,830,760)
- -----------------------------------------------------------------------------------------------------------------------------
  Class B                                                       (6,857,590)      (73,236,817)    (9,428,771)     (110,869,956)
- -----------------------------------------------------------------------------------------------------------------------------
  Class C*                                                            (573)           (5,916)            --                --
- -----------------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                    (87,987)         (963,109)      (367,030)       (4,447,852)
- -----------------------------------------------------------------------------------------------------------------------------
                                                                (8,483,996)  $   (90,531,188)    (8,013,034)  $   (93,107,089)
=============================================================================================================================
</TABLE>

* Class C shares commenced sales on March 1, 1999.

                                     FS-48
<PAGE>   482

NOTE 9-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,
                                                              -------------------------------------------------------
                                                               1999      1998(a)       1997      1996(a)     1995(a)
                                                              -------    --------    --------    --------    --------
<S>                                                           <C>        <C>         <C>         <C>         <C>
Net asset value, beginning of period                          $ 10.80    $  12.00    $  11.76    $  10.32    $  10.88
- ------------------------------------------------------------  -------    --------    --------    --------    --------
Income from investment operations:
  Net investment income                                          0.68        0.91(b)     0.74        0.89        0.97
- ------------------------------------------------------------  -------    --------    --------    --------    --------
  Net realized and unrealized gain (loss) on investments and
    foreign currencies                                          (0.66)      (1.27)       0.34        1.44       (0.69)
- ------------------------------------------------------------  -------    --------    --------    --------    --------
    Net increase (decrease) from investment operations           0.02       (0.36)       1.08        2.33        0.28
- ------------------------------------------------------------  -------    --------    --------    --------    --------
Distributions to shareholders:
  From net investment income                                    (0.65)      (0.65)      (0.78)      (0.82)      (0.80)
- ------------------------------------------------------------  -------    --------    --------    --------    --------
  In excess of net investment income                               --          --       (0.06)      (0.07)         --
- ------------------------------------------------------------  -------    --------    --------    --------    --------
  Return of capital                                             (0.04)      (0.19)         --          --       (0.04)
- ------------------------------------------------------------  -------    --------    --------    --------    --------
    Total distributions                                         (0.69)      (0.84)      (0.84)      (0.89)      (0.84)
- ------------------------------------------------------------  -------    --------    --------    --------    --------
Net asset value, end of period                                $ 10.13    $  10.80    $  12.00    $  11.76    $  10.32
============================================================  =======    ========    ========    ========    ========
Total return(c)                                                  0.06%      (3.41)%      9.40%      23.00%       3.06%
============================================================  =======    ========    ========    ========    ========
Ratios and supplemental data:
Net assets, end of period (in 000's)                          $68,675    $102,280    $138,715    $185,126    $188,165
============================================================  =======    ========    ========    ========    ========
Ratio of net investment income to average net assets             6.44%(d)    7.73%       6.18%       8.09%       9.64%
============================================================  =======    ========    ========    ========    ========
Ratio of expenses to average net assets excluding interest
  expense:                                                       1.39%(d)    1.56%       1.44%       1.40%       1.45%
============================================================  =======    ========    ========    ========    ========
Ratio of interest expenses to average net assets                 0.02%        N/A         N/A         N/A         N/A
============================================================  =======    ========    ========    ========    ========
Portfolio turnover rate                                           235%        306%        149%        177%        238%
============================================================  =======    ========    ========    ========    ========
</TABLE>

(a)  These selected per share data were calculated based upon average shares
     outstanding during the period.
(b)  Net investment income per share reflects an interest payment received from
     the conversion of Vnesheconombank loan agreements of $0.11 per share.
(c)  Total return does not include sales charges and is not annualized for
     periods less than one year.
(d)  Ratios are based on average net assets of $86,462,180.

                                     FS-49
<PAGE>   483

NOTE 9-FINANCIAL HIGHLIGHTS (CONTINUED)

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,
                                                              -----------------------------------------------------------------
                                                                1999         1998(a)         1997        1996(a)       1995(a)
                                                              ---------      --------      --------      --------      --------
<S>                                                           <C>            <C>           <C>           <C>           <C>
Net asset value, beginning of period                          $  10.81       $  12.01      $  11.77      $  10.33      $  10.88
- ------------------------------------------------------------  --------       --------      --------      --------      --------
Income from investment operations:
  Net investment income                                           0.62           0.84(b)       0.67          0.82          0.91
- ------------------------------------------------------------  --------       --------      --------      --------      --------
  Net realized and unrealized gain (loss) on investments and
    foreign currencies                                           (0.66)         (1.28)         0.33          1.44         (0.69)
- ------------------------------------------------------------  --------       --------      --------      --------      --------
    Net increase (decrease) from investment operations           (0.04)         (0.44)         1.00          2.26          0.22
- ------------------------------------------------------------  --------       --------      --------      --------      --------
Distributions to shareholders:
  From net investment income                                     (0.58)         (0.57)        (0.71)        (0.75)        (0.73)
- ------------------------------------------------------------  --------       --------      --------      --------      --------
  In excess of net investment income                                --             --         (0.05)        (0.07)           --
- ------------------------------------------------------------  --------       --------      --------      --------      --------
  Return of capital                                              (0.04)         (0.19)           --            --         (0.04)
- ------------------------------------------------------------  --------       --------      --------      --------      --------
    Total distributions                                          (0.62)         (0.76)        (0.76)        (0.82)        (0.77)
- ------------------------------------------------------------  --------       --------      --------      --------      --------
Net asset value, end of period                                $  10.15       $  10.81      $  12.01      $  11.77      $  10.33
============================================================  ========       ========      ========      ========      ========
Total return(c)                                                  (0.52)%        (4.04)%        8.70%        22.15%         2.48%
============================================================  ========       ========      ========      ========      ========
Ratios and supplemental data:
Net assets, end of period (in 000's)                          $118,904       $188,660      $281,376      $333,178      $357,852
============================================================  ========       ========      ========      ========      ========
Ratio of net investment income to average net assets              5.78%(d)       7.08%         5.53%         7.44%         8.99%
============================================================  ========       ========      ========      ========      ========
Ratio of expenses to average net assets excluding interest
  expense:                                                        2.05%(d)       2.21%         2.09%         2.05%         2.10%
============================================================  ========       ========      ========      ========      ========
Ratio of interest expense to average net assets                   0.02%           N/A           N/A           N/A           N/A
============================================================  ========       ========      ========      ========      ========
Portfolio turnover rate                                            235%           306%          149%          177%          238%
============================================================  ========       ========      ========      ========      ========
</TABLE>

(a)  These selected per share data were calculated based upon average shares
     outstanding during the period.
(b)  Net investment income per share reflects an interest payment received from
     the conversion of Vnesheconombank loan agreements of $0.11 per share.
(c)  Total investment return does not include sales charges and is not
     annualized for periods less than one year.
(d)  Ratios are based on average net assets of $155,200,726.

                                     FS-50
<PAGE>   484

NOTE 9-FINANCIAL HIGHLIGHTS (CONTINUED)

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 C                                  ADVISOR CLASS
                                             ----------------   -----------------------------------------------------------------
                                              MARCH 1, 1999              YEAR ENDED OCTOBER 31,                  JUNE 1, 1995
                                                    TO          -----------------------------------------             TO
                                             OCTOBER 31, 1999    1999(a)     1998(a)     1997     1996(a)     OCTOBER 31, 1995(a)
                                             ----------------   ---------    -------    ------    -------     -------------------
<S>                                          <C>                <C>          <C>        <C>       <C>         <C>
Net asset value, beginning of period              $10.78         $10.83      $12.02     $11.77    $10.33            $10.32
- -------------------------------------------       ------         ------      ------     ------    ------            ------
Income from investment operations:
  Net investment income                             0.33           0.76        0.95(b)    0.79      0.93              0.41
- -------------------------------------------       ------         ------      ------     ------    ------            ------
  Net realized and unrealized gain (loss)
    on investments and foreign currencies          (0.63)         (0.69)      (1.26)      0.34      1.44             (0.04)
- -------------------------------------------       ------         ------      ------     ------    ------            ------
    Net increase (decrease) from investment
      operations                                   (0.30)          0.07       (0.31)      1.13      2.37              0.37
- -------------------------------------------       ------         ------      ------     ------    ------            ------
Distributions to shareholders:
  From net investment income                       (0.31)         (0.69)      (0.69)     (0.82)    (0.86)            (0.34)
- -------------------------------------------       ------         ------      ------     ------    ------            ------
  In excess of net investment income                  --             --          --      (0.06)    (0.07)               --
- -------------------------------------------       ------         ------      ------     ------    ------            ------
  Return of capital                                (0.03)         (0.04)      (0.19)        --        --             (0.02)
- -------------------------------------------       ------         ------      ------     ------    ------            ------
    Total distributions                            (0.34)         (0.73)      (0.88)     (0.88)    (0.93)            (0.36)
- -------------------------------------------       ------         ------      ------     ------    ------            ------
Net asset value, end of period                    $10.14         $10.17      $10.83     $12.02    $11.77            $10.33
===========================================       ======         ======      ======     ======    ======            ======
Total return(c)                                    (1.80)%         0.55%      (2.97)%     9.86%    23.39%             3.72%
===========================================       ======         ======      ======     ======    ======            ======
Ratios and supplemental data:
Net assets, end of period (in 000's)              $  251         $  105      $  847     $  533    $  479            $  443
===========================================       ======         ======      ======     ======    ======            ======
Ratio of net investment income to average
  net assets                                        5.78%(d)       6.78%(e)    8.08%      6.53%     8.44%             9.99%(f)
===========================================       ======         ======      ======     ======    ======            ======
Ratio of expenses to average net assets
  excluding interest expense:                       2.05%(d)       1.05%(e)    1.21%      1.09%     1.05%             1.10%(f)
===========================================       ======         ======      ======     ======    ======            ======
Ratio of interest expense to average net
  assets                                            0.02%          0.02%        N/A        N/A       N/A               N/A
===========================================       ======         ======      ======     ======    ======            ======
Portfolio turnover rate                              235%           235%        306%       149%      177%              238%
===========================================       ======         ======      ======     ======    ======            ======
</TABLE>

(a)  These selected per share data were calculated based upon the average shares
     outstanding during the period.
(b)  Net investment income per share reflects an interest payment received from
     the conversion of Vnesheconombank loan agreements of $0.11 per share.
(c)  Total investment return does not include sales charges and is not
     annualized for periods less than one year.
(d)  Ratios are annualized and based on average net assets of $53,046.
(e)  Ratios are based on average net assets of $233,208.
(f)  Annualized.

NOTE 10-SUBSEQUENT EVENT

On November 3, 1999, the Board of Trustees approved the conversion of Advisor
Class Shares into Class A Shares. The proposed effective date of this conversion
is February 11, 2000.

                                     FS-51
<PAGE>   485
                                                                    STATEMENT OF
                                                          ADDITIONAL INFORMATION





                     CLASS A, CLASS B AND CLASS C SHARES OF
                             AIM GLOBAL THEME FUNDS:
                 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 AND TECHNOLOGY FUND



                              (SERIES PORTFOLIOS OF
                              AIM INVESTMENT FUNDS)



                                11 GREENWAY PLAZA
                                    SUITE 100
                             HOUSTON, TX 77046-1173
                                 (713) 626-1919




        THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND
            IT SHOULD BE READ IN CONJUNCTION WITH A PROSPECTUS OF THE
             ABOVE-NAMED FUNDS, A COPY OF WHICH MAY BE OBTAINED FREE
                 OF CHARGE FROM AUTHORIZED DEALERS OR BY WRITING
                             AIM DISTRIBUTORS, INC.,
                    P.O. BOX 4739, HOUSTON, TEXAS 77210-4739
                          OR BY CALLING (800) 347-4246.





     STATEMENT OF ADDITIONAL INFORMATION DATED FEBRUARY 28, 2000 RELATING TO
               THE AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
                      PROSPECTUS DATED FEBRUARY 28, 2000,
   THE AIM GLOBAL FINANCIAL SERVICES FUND PROSPECTUS DATED FEBRUARY 28, 2000,
       THE AIM GLOBAL HEALTH CARE FUND PROSPECTUS DATED FEBRUARY 28, 2000,
     THE AIM GLOBAL INFRASTRUCTURE FUND PROSPECTUS DATED FEBRUARY 28, 2000,
        THE AIM GLOBAL RESOURCES FUND PROSPECTUS DATED FEBRUARY 28, 2000
              THE AIM GLOBAL TELECOMMUNICATIONS AND TECHNOLOGY FUND
                       PROSPECTUS DATED FEBRUARY 28, 2000




<PAGE>   486




                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                             <C>
INTRODUCTION......................................................................................................1


GENERAL INFORMATION ABOUT THE FUNDS...............................................................................1

         The Trust and Its Shares.................................................................................1

INVESTMENT STRATEGIES AND RISKS...................................................................................3

         Selection of Investments and Asset Allocation............................................................7
         Privatizations...........................................................................................8
         Temporary Defensive Strategies...........................................................................8
         Equity-Linked Derivatives................................................................................9
         Investments in Other Investment Companies................................................................9
         Depositary Receipts......................................................................................9
         Warrants or Rights......................................................................................10
         Lending of Portfolio Securities.........................................................................11
         Money Market Instruments................................................................................11
         Commercial Bank Obligations.............................................................................11
         Repurchase Agreements...................................................................................11
         Borrowing, Reverse Repurchase Agreements and "Roll" Transactions........................................12
         When Issued or Forward Commitment Securities............................................................13
         Short Sales.............................................................................................13

OPTIONS, FUTURES AND CURRENCY STRATEGIES.........................................................................14

         Introduction............................................................................................14
         Special Risks of Options, Futures and Currency Strategies...............................................14
         Writing Call Options....................................................................................15
         Writing Put Options.....................................................................................16
         Purchasing Put Options..................................................................................17
         Purchasing Call Options.................................................................................17
         Index Options...........................................................................................19
         Interest Rate, Currency and Stock Index Futures Contracts...............................................20
         Options on Futures Contracts............................................................................22
         Limitations on Use of Futures, Options on Futures and Certain Options on Currencies.....................22
         Forward Contracts.......................................................................................23
         Foreign Currency Strategies--Special Considerations.....................................................24
         Cover...................................................................................................24

RISK FACTORS.....................................................................................................25

         General.................................................................................................25
         Consumer Products and Services Fund.....................................................................25
         Financial Services Fund.................................................................................25
         Health Care Fund........................................................................................26
         Infrastructure Fund.....................................................................................26
         Resources Fund..........................................................................................26
         Telecommunications and Technology Fund..................................................................27
         Lower Quality Debt Securities...........................................................................27
         Investing in Smaller Companies..........................................................................28
         Illiquid Securities.....................................................................................28
         Foreign Securities......................................................................................29

INVESTMENT LIMITATIONS...........................................................................................34

         Feeder Funds............................................................................................34
         Health Care Fund........................................................................................36
</TABLE>


                                       i

<PAGE>   487


<TABLE>
<S>                                                                                                             <C>
         Telecommunications and Technology Fund..................................................................37

EXECUTION OF PORTFOLIO TRANSACTIONS..............................................................................39

         Allocation of Initial Public Offering ("IPO") Securities Transactions...................................41
         Portfolio Trading and Turnover..........................................................................42

MANAGEMENT.......................................................................................................42

         Trustees and Executive Officers.........................................................................43

         Investment Management and Administration Services relating to the Feeder Funds
             and the Portfolios..................................................................................44
         Investment Management and Administration Services relating to the Health Care
             Fund and Telecommunications and Technology Fund.....................................................46
         Expenses of the Funds and of the Portfolios.............................................................47

THE DISTRIBUTION PLANS...........................................................................................48

         The Class A and C Plan..................................................................................48
         The Class B Plan........................................................................................48
         Both Plans..............................................................................................49

THE DISTRIBUTOR..................................................................................................53


SALES CHARGES AND DEALER CONCESSIONS.............................................................................55


REDUCTIONS IN INITIAL SALES CHARGES..............................................................................58


CONTINGENT DEFERRED SALES CHARGE EXCEPTIONS......................................................................62


HOW TO PURCHASE AND REDEEM SHARES................................................................................64

         Backup Withholding......................................................................................65

NET ASSET VALUE DETERMINATION....................................................................................66


DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS.........................................................................67

         Reinvestment of Dividends and Distributions.............................................................67
         Tax Matters.............................................................................................67
         Taxation of the Funds...................................................................................67
         Taxation of the Theme Portfolios........................................................................68
         Reinstatement Privilege.................................................................................68
         Taxation of Certain Investment Activities...............................................................68
         Taxation of the Funds' Shareholders.....................................................................70

SHAREHOLDER INFORMATION..........................................................................................71


MISCELLANEOUS INFORMATION........................................................................................74

         Charges for Certain Account Information.................................................................74
         Custodian and Transfer Agent............................................................................74
         Independent Accountants.................................................................................74
         Legal Matters...........................................................................................74
         Shareholder Liability...................................................................................74
         Special Servicing Agreement.............................................................................75
         Control Persons and Principal Holders of Securities.....................................................75

INVESTMENT RESULTS...............................................................................................78

         Total Return Quotations.................................................................................78
         Performance Information.................................................................................84
</TABLE>




                                       ii
<PAGE>   488


<TABLE>
<S>                                                                                                             <C>
         General Information about the Theme Funds and Theme Portfolios..........................................86
         Health Care Fund........................................................................................86
         Information about the Global Health Care Industries.....................................................87
         Telecommunications and Technology Fund..................................................................88
         Deregulation in the United States.......................................................................88
         Consumer Products and Services Fund.....................................................................88
         Infrastructure Fund.....................................................................................89
         Financial Services Fund.................................................................................90
         Resources Fund..........................................................................................90

APPENDIX.........................................................................................................91

         Description of Bond Ratings.............................................................................91
         Description of Commercial Paper Ratings.................................................................92
         Absence of Rating.......................................................................................92

FINANCIAL STATEMENTS.............................................................................................FS
</TABLE>



                                      iii

<PAGE>   489


                                  INTRODUCTION


          This Statement of Additional Information relates to the Class A, Class
B and Class C shares of AIM Global Consumer Products and Services Fund
("Consumer Products and Services Fund"), AIM Global Financial Services Fund
("Financial Services Fund"), AIM Global Health Care Fund ("Health Care Fund"),
AIM Global Infrastructure Fund ("Infrastructure Fund"), AIM Global Resources
Fund ("Resources Fund") and AIM Global Telecommunications and Technology Fund
("Telecommunications and Technology Fund") (formerly, AIM Global
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 (the "Trust"), a registered open-end management investment company
organized as a Delaware business trust. The Consumer Products and Services Fund,
Financial Services Fund, Infrastructure Fund and Resources Fund (each, a "Feeder
Fund," and, collectively, the "Feeder Funds") invest all of their investable
assets in the Global Consumer Products and Services Portfolio, Global Financial
Services Portfolio, Global Infrastructure Portfolio and Global Resources
Portfolio (each, a "Portfolio," and, collectively, the "Portfolios"),
respectively.



          AIM Advisors, Inc. ("AIM" or the "Advisor") serves as the investment
manager of and administrator for the Health Care Fund, Telecommunications and
Technology Fund and the Portfolios (each a "Theme Portfolio," and collectively
the "Theme Portfolios"). AIM also serves as the administrator for each Feeder
Fund.



          The Trust is a series mutual fund. The rules and regulations of the
Securities and Exchange Commission (the "SEC") require all mutual funds to
furnish prospective investors certain information concerning the activities of
the fund being considered for investment. This information for Consumer Products
and Services Fund is included in a Prospectus dated February 28, 2000, for
Financial Services Fund is included in a Prospectus dated February 28, 2000, for
Health Care Fund is included in a Prospectus dated February 28, 2000, for
Infrastructure Fund is included in a Prospectus dated February 28, 2000, for
Resources Fund is included in a Prospectus dated February 28, 2000 and for
Telecommunications and Technology Fund is included in a Prospectus dated
February 28, 2000. Additional copies of the Prospectuses and this Statement of
Additional Information may be obtained without charge by writing the principal
distributor of the Funds' shares, AIM Distributors, Inc. ("AIM Distributors"),
P.O. Box 4739, Houston, TX 77210-4739 or by calling (800) 347-4246. Investors
must receive a Prospectus before they invest.

          This Statement of Additional Information is intended to furnish
prospective investors with additional information concerning the Funds. Some of
the information required to be in this Statement of Additional Information is
also included in the Prospectuses; and, in order to avoid repetition, reference
will be made to sections of the Prospectuses. Additionally, the Prospectuses and
this Statement of Additional Information omit certain information contained in
the Registration Statement filed with the SEC. Copies of the Registration
Statement, including items from the Prospectuses and this Statement of
Additional Information, may be obtained from the SEC by paying the charges
described under its rules and regulations.



                       GENERAL INFORMATION ABOUT THE FUNDS

THE TRUST AND ITS SHARES


          The Trust was organized as a Delaware business trust on May 7, 1998,
and previously operated under the name G.T. Investment Funds, Inc., which was
organized as a Maryland corporation on October 29, 1987. The Trust was
reorganized on September 8, 1998 as a Delaware business trust, and is registered
with the SEC as a diversified open-end series management investment company. The
Trust currently consists of the following portfolios: AIM Developing Markets
Fund, AIM Emerging Markets Debt Fund (formerly, AIM Global High Income Fund),
AIM Global Consumer Products and Services Fund, AIM Global Financial Services
Fund, AIM Global Government Income Fund, AIM Global Growth & Income



                                       1

<PAGE>   490


Fund, AIM Global Health Care Fund, AIM Global Infrastructure Fund, AIM Global
Resources Fund, AIM Global Telecommunications and Technology Fund, AIM Latin
American Growth Fund and AIM Strategic Income Fund. Each of these funds has
three separate classes: Class A, Class B and Class C shares. All historical
financial and other information contained in this Statement of Additional
Information for periods prior to September 8, 1998, is that of the series of AIM
Investment Funds, Inc.





          The term "majority of the outstanding shares" of the Trust, of a
particular Fund or of a particular class of a Fund or of a particular Portfolio
means, respectively, the vote of the lesser of (a) 67% or more of the shares of
the Trust, such Fund, such class or such Portfolio present at a meeting of the
Trust's shareholders, if the holders of more than 50% of the outstanding shares
of the Trust, such Fund, such class or such Portfolio are present or represented
by proxy, or (b) more than 50% of the outstanding shares of the Trust, such
Fund, such class or such Portfolio.

          Unless specifically noted, the Fund's investment policies described in
the Prospectuses and in this Statement of Additional Information may be changed
by the Trust's Board of Trustees without shareholder approval. The Fund's
policies regarding concentration and lending, and the percentage of the Fund's
assets that may be committed to borrowing, are fundamental policies and may not
be changed without shareholder approval.

          The approval of the Fund and of other investors in the Portfolio, if
any, is not required to change the investment objective, policies or limitations
of the Portfolio, unless otherwise specified. Written notice shall be provided
to shareholders of the Fund thirty days prior to any changes in the 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 the Fund's or Portfolio's investment policies or
restrictions.


          Class A, Class B and Class C shares of each Fund have equal rights and
privileges. Each share of a particular class is entitled to one vote, to
participate equally in dividends and distributions declared by the Trust's Board
of Trustees with respect to the class of such Fund and, upon liquidation of the
Fund, to participate proportionately in the net assets of the Fund allocable to
such class remaining after satisfaction of outstanding liabilities of the Fund
allocable to such class. Fund shares are fully paid, non-assessable and fully
transferable when issued and have no preemptive rights and have such conversion
and exchange rights as set forth in the Prospectus and this Statement of
Additional Information. Fractional shares have proportionately the same rights,
including voting rights, as are provided for a full share. Other than the
automatic conversion of Class B Shares to Class A Shares, there are no
conversions.


          Shareholders of the Funds do not have cumulative voting rights, and
therefore the holders of more than 50% of the outstanding shares of all Funds
voting together for election of trustees may elect all of the members of the
Board of Trustees of the Trust. In such event, the remaining holders cannot
elect any trustees of the Trust.

          On any matter submitted to a vote of shareholders, shares of each Fund
will be voted by each Fund's shareholders individually when the matter affects
the specific interest of a 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 will be voted
in the aggregate on other matters, such as the election of Trustees and
ratification of the selection of the Trust's independent accountants.


          Normally there will be no annual meeting of shareholders for any of
the Funds in any year, except as required under the Investment Company Act of
1940, as amended (the "1940 Act"). A Trustee




                                       2
<PAGE>   491

may be removed at any meeting of the shareholders of the Trust by a vote of the
shareholders owning at least two-thirds of the outstanding shares. Any Trustee
may call a special meeting of shareholders for any purpose. Furthermore,
Trustees shall promptly call a meeting of shareholders solely for the purpose of
removing one or more Trustees when requested in writing to do so by shareholders
holding 10% of the Trust's outstanding shares.

          Pursuant to the Trust's Agreement and Declaration of Trust, the Trust
may issue an unlimited number of shares of each Fund. Each share of a Fund
represents an interest in the Fund only, has a par value of $0.01 per share,
represents an equal proportionate interest in the Fund with other shares of the
Fund and is entitled to such dividends and distributions out of the income
earned and gain realized on the assets belonging to the Fund as may be declared
by the Board of Trustees. Each share of a Fund is equal in earnings, assets and
voting privileges except that each class normally has exclusive voting rights
with respect to its distribution plan and bears the expenses, if any, related to
the distribution of its shares. Shares of a Fund, when issued, are fully paid
and nonassessable.


                         INVESTMENT STRATEGIES AND RISKS


          The following discussion of investment policies supplements the
discussion of the investment objectives and policies set forth in the Prospectus
under the headings "Investment Objectives and Strategies" and "Principal Risks
of Investing in the Funds." 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 investment objective of each Feeder Fund, Health Care Fund and
Telecommunications and Technology Fund is long-term capital growth. The
investment objective of a Fund may not be changed without the approval of a
majority of the outstanding voting shares of the Fund.


          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 Trustees of the Trust determines that it
is in the best interests of the Fund and its shareholders to do so. A change in
the Portfolio's investment objective, policies or limitations that is not
approved by the Board or the shareholders of the Feeder Fund could require the
Feeder 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 Feeder
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 Feeder 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
Feeder Fund in another pooled investment entity having substantially the same
investment objective as the Feeder Fund or the retention by the Feeder Fund of
its own investment advisor to manage its assets in accordance with its
investment objective, policies and limitations discussed herein.

          In addition to selling an interest therein to the Feeder 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 a Portfolio, it
would not be required to sell its shares at the same public offering price as
the Feeder Fund and may charge different sales commissions. Therefore, investors
in the Feeder Fund may experience different returns than investors in another
investment company that invests exclusively in the



                                       3
<PAGE>   492

Portfolio. As of the date of this Prospectus, the Feeder Fund is the only
institutional investor in the Portfolio.

          The Feeder Fund may be materially affected by the actions of other
larger 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 Feeder Fund could have effective voting
control over the operation of the Portfolio.

          In addition to its primary investment policy set forth in its
Prospectus, each Theme Portfolio may invest up to 35% of its total assets in
debt securities issued by companies in the Theme Portfolio's particular industry
and/or equity and debt securities of companies outside of that industry which,
in the opinion of the Advisor, stand to benefit from developments in that
industry. For each Theme Portfolio's investment purposes, an issuer is
considered to be in a particular industry if: (i) at least 50% of either the
revenues or the earnings of the issuer was derived from activities related to
that particular industry or (ii) at least 50% of the assets was devoted to such
activities, based upon the company's most recent fiscal year.

          Consumer Products and Services Fund

          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 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
Advisor 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 Advisor 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 Advisor'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.


          Financial Services Fund

          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.



                                       4
<PAGE>   493

          The Advisor believes an accelerating rate of global economic
interdependence will lead to significant growth in the demand for financial
services. In addition, in the Advisor's view, as the industries evolve,
opportunities will emerge for those companies positioned for the future. Thus,
the Advisor 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.

          Health Care Fund

          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 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 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 Advisor 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 Advisor 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 Advisor'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 Advisor 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.

          Infrastructure Fund

          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 radio/paging; emerging technologies combining telephone, television
and/or computer systems; and other products and services, which, in the
Advisor's judgment, constitute services significant to the development of a
country's infrastructure.

          The Advisor believes that a country's infrastructure is one key to the
long-term success of that country's economy. The Advisor believes that adequate
energy, transportation, water, and



                                       5
<PAGE>   494

communications systems are essential elements for long-term economic growth. The
Advisor 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 Advisor 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 Advisor's
view, deregulation of telecommunications and electric and gas utilities in many
countries is promoting significant changes in these industries.

          The Advisor 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

          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 Advisor's opinion are significant to the ownership and
development of natural resources and other basic commodities.

          The Advisor 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 Advisor believes these changes
are likely to create investment opportunities that benefit from new sources of
supply and/or from changes in commodities prices.

          The Advisor 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 Advisor 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.


          Telecommunications and Technology Fund

          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
Advisor will allocate Telecommunications and Technology 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;



                                       6
<PAGE>   495

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 Advisor 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 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
Fund's portfolio. Older technologies, such as photography and print also may be
represented, however.


          In addition, 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 Advisor'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
Advisor 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.


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. The
industry represented in each Theme Portfolio, however, is a global industry with
significant, growing markets outside of the United States. A sizeable proportion
of the companies which comprise the infrastructure industries are headquartered
outside of the United States.

          For these reasons, the Advisor believes that a portfolio composed only
of securities of U.S. issuers does not provide the greatest potential for return
from an investment by a Theme Portfolio. The Advisor 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 Advisor seeks to enable shareholders to
capitalize on the substantial investment opportunities and the potential for
long-term growth of capital presented by the industry represented in each Theme
Portfolio.


          The Advisor allocates each Theme Portfolio's assets among securities
of countries and in currency denominations where opportunities for meeting the
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 Global Financial Services
Portfolio's and the Telecommunications and Technology Fund's total assets, and
no more than 50% of each of the other Theme Portfolio's total assets.


          In analyzing specific companies for possible investment, the Advisor
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.



                                       7
<PAGE>   496

          With respect to the GLOBAL Resources Portfolio, the Advisor 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 and Technology Fund, the
Advisor 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 Advisor, 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.

          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 Advisor
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 Advisor considers the political or economic situation to threaten a
Theme Portfolio with substantial or total loss of its investment in such country
or market.

PRIVATIZATIONS

          The governments of some foreign countries have been engaged in selling
part or all of their stakes in government-owned or controlled enterprises
("privatizations"). The Advisor 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 may be limited by local law, or by the terms on which
a Theme Portfolio 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.

TEMPORARY DEFENSIVE STRATEGIES


         In anticipation of or in response to adverse market conditions, for
cash management purposes, or for defensive purposes, each of the Theme
Portfolios may temporarily hold all or a portion of its assets in cash (U.S.
dollars, foreign currencies or multinational currency units), money market
instruments, or high-quality debt securities. Each of the Theme Portfolios may
also invest up to 25% of its total assets in money market investment companies
advised by AIM or its affiliates ("Affiliated Money Market Funds") for these
purposes. 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 a Fund or a Portfolio




                                       8
<PAGE>   497


employs a temporary defensive strategy, it will not be invested so as to achieve
directly its investment objectives. For a full description of money market
instruments, see "Money Market Instruments" herein.


EQUITY-LINKED DERIVATIVES


         The Theme Portfolios may invest in equity-linked derivative products
designed to replicate the composition and performance of particular indices.
Examples of such products include S&P Depositary Receipts ("SPDRs"), World
Equity Benchmark Series ("WEBs"), NASDAQ 100 tracking shares ("QQQs"), Dow Jones
Industrial Average Instruments ("DIAMONDS") and Optimised Portfolios as Listed
Securities ("OPALS"). Investments in equity-linked derivatives involve the same
risks associated with a direct investment in the types of securities included in
the indices such products are designed to track. There can be no assurance that
the trading price of the equity-linked derivatives will equal the underlying
value of the basket of securities purchased to replicate a particular index or
that such basket will replicate the index. Investments in equity-linked
derivatives may constitute investment in other investment companies. See
"Investments in Other Investment Companies."


INVESTMENTS IN OTHER INVESTMENT COMPANIES


         With respect to certain countries, investments by a Theme Portfolio
presently may be made only by acquiring shares of other investment companies
(including investment vehicles or companies advised by AIM or its affiliates)
with local governmental approval to invest in those countries. At such time as
direct investment in these countries is allowed, the Theme Portfolios anticipate
investing directly in these markets.

         A Theme Portfolio may invest in other investment companies to the
extent permitted by the 1940 Act, and the rules and regulations thereunder, and
if applicable, exemptive orders granted by the SEC. The following restrictions
apply to investments in other investment companies other than Affiliated Money
Market Funds: (i) a Theme Portfolio may not purchase more than 3% of the total
outstanding voting stock of another investment company; (ii) a Theme Portfolio
may not invest more than 5% of its total assets in securities issued by another
investment company; and (iii) a Theme Portfolio may not invest more than 10% of
its total assets in securities issued by other investment companies other than
Affiliated Money Market Funds. With respect to a Theme Portfolio's purchase of
shares of another investment company, including Affiliated Money Market Funds,
the Theme Portfolio will indirectly bear its proportionate share of the advisory
fees and other operating expenses of such investment company. The Theme
Portfolios have obtained an exemptive order from the SEC allowing them to invest
in Affiliated Money Market Funds, provided that investments in Affiliated Money
Market Funds do not exceed 25% of the total assets of such Theme Portfolio.


DEPOSITARY RECEIPTS

          A Theme Portfolio may hold securities of foreign issuers in the form
of American Depositary Receipts ("ADRs"), American Depositary Shares ("ADSs"),
Global Depositary Receipts ("GDRs") and European Depositary 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 Depositary 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



                                       9
<PAGE>   498

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. 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.



                                       10
<PAGE>   499

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 consisting of cash, U.S. government
securities, or certain other irrevocable letters of credit 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 collateral for such loans, if received in cash,
may be held in investment vehicles with investment objectives and policies
similar to those of money market funds or limited duration income funds (longer
maturities than may be held by money market funds), advised by the Advisor or
its affiliates or by unaffiliated advisers. The Funds may pay a fee to the
Advisor of such investment vehicles for its services. 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. 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. Loans will only be made to firms deemed by the
Advisor to be of good standing and will not be made unless, in the judgment of
the Advisor, 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 Advisor 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



                                       11
<PAGE>   500

believed by the Advisor to present minimal credit risks in accordance with
guidelines established by the Trust's or the Portfolios' Board of Trustees, as
applicable. The Advisor 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
would be invested in such repurchase agreements and other illiquid investments.


BORROWING, REVERSE REPURCHASE AGREEMENTS AND "ROLL" TRANSACTIONS

          Each 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 the Funds' shares. 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. 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 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 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 Trust's 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 liquid assets 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.



                                       12
<PAGE>   501

WHEN ISSUED OR FORWARD COMMITMENT SECURITIES

          Each Theme 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 that
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 a 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 that 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.

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.




                                       13
<PAGE>   502

                    OPTIONS, FUTURES AND CURRENCY STRATEGIES

INTRODUCTION

          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 Theme Portfolio
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). Each Theme Portfolio may invest in such instruments up to
the full value of its portfolio assets.

          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. A Theme Portfolio
may enter into forward currency contracts either with respect to specific
transactions or with respect to its portfolio positions. A 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, each 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 a Theme Portfolio or that the Advisor
intends to include in a Theme Portfolio's holdings. Each 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, each 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 adversely affect the Portfolio's holdings. Each 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. Each 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.

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 Advisor'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 Advisor 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



                                       14
<PAGE>   503

          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 Advisor 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 Advisor 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 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



                                       15
<PAGE>   504

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 Advisor 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 Advisor 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.



                                       16
<PAGE>   505

          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



                                       17
<PAGE>   506

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.

          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 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.




                                       18
<PAGE>   507

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 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.



                                       19
<PAGE>   508

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.

          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



                                       20
<PAGE>   509

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.



                                       21
<PAGE>   510

          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.



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<PAGE>   511

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 total assets 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 Trust's Board of Trustees 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 Trust's or the
Portfolios' Board of Trustees, 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



                                       23
<PAGE>   512

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 Advisor 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 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.



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<PAGE>   513

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

GENERAL

          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 the 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. 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.

CONSUMER PRODUCTS AND SERVICES FUND

          The performance of consumer products and services companies relates
closely to the actual and perceived performance of the overall economy, interest
rates, and consumer confidence. In addition, many consumer products and services
companies have unpredictable earnings, due in part to changes in consumer tastes
and intense competition. As a result of either of these factors, consumer
products and services companies may be subject to increased share price
volatility.

          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.

FINANCIAL SERVICES FUND

          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



                                       25
<PAGE>   514

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 insurance profits may be affected by
certain weather catastrophes and other disasters. Life and health insurers'
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-trust or tax law changes also may affect adversely
insurance companies' policy sales, tax obligations, and profitability.

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
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.

INFRASTRUCTURE FUND


          The nature of regulation of infrastructure industries 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. Government regulation may also hamper the development of new
technologies. Adverse regulatory developments could therefore potentially affect
the performance of Infrastructure Fund.


          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. Changes in prevailing interest rates may also affect the Infrastructure
Fund's share values because prices of equity and debt securities of
infrastructure companies tend to increase when interest rates decline and
decrease when interest rates rise. 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.

          Some infrastructure companies, such as water supply companies, operate
in highly fragmented market sectors due to local ownership. In addition, some of
these companies are mature and experience little or no growth. Either of these
factors could have a material effect on infrastructure companies and could
therefore affect the performance of Infrastructure Fund.



                                       26
<PAGE>   515

RESOURCES FUND


          Global Resources Portfolio invests in companies that engage in the
exploration, development, and distribution of coal, oil and gas in the United
States. These companies 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. In addition, many natural resource companies historically
have been subject to significant costs associated with compliance with
environmental and other safety regulations. Governmental regulation may also
hamper the development of new technologies.


          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
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.

TELECOMMUNICATIONS AND TECHNOLOGY 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. In addition, certain types of companies in the
telecommunications industries are engaged in fierce competition for market share
that could result in increased share price volatility.

LOWER QUALITY DEBT SECURITIES


          The Global Resources Portfolio, Global Consumer Products and Services
Portfolio, and Global Infrastructure Portfolio may invest up to 20%, and Health
Care Fund, Telecommunications and Technology Fund, and Global Financial Services
Portfolio may invest up to 5%, of their respective 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 Advisor. Such investments involve a high degree
of risk. However, the Theme Portfolios will not invest in debt securities that
are in default as to payment of principal and interest.


          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 predominately 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



                                       27
<PAGE>   516

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. 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
that security from a Theme Portfolio. If an issuer exercises these provisions in
a declining interest rate market, the Theme Portfolio may have to replace the
security with a lower yielding security, resulting in a decreased return for
investors. In addition, the Theme Portfolio 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
Theme Portfolio 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 Portfolio to obtain accurate market
quotations for purposes of valuing its 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. The Theme Portfolios 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 Portfolios may have limited legal recourse in the event of a default.

INVESTING IN SMALLER COMPANIES

          While a Theme Portfolio's holdings normally will include securities of
established suppliers of traditional products and services, a 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.

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



                                       28
<PAGE>   517

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.

          The Advisor believes that carefully selected investments in joint
ventures, cooperatives, partnerships and state enterprises which are illiquid
(collectively, "Special 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, the Theme Portfolios will invest no
more than 5% of its total assets in Special Situations.

          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 Trust's or the
Portfolios' Board of Trustees, 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
Advisor, in accordance with procedures approved by that Board. The Advisor 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 Advisor monitors the liquidity of securities held by
each Theme Portfolio and periodically reports such determinations to the Trust's
or the Portfolios' Board of Trustees, 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 Advisor will take appropriate steps to
bring the aggregate amount of illiquid assets



                                       29
<PAGE>   518

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. 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.
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, confiscatory taxation or other confiscation by
any country, a Theme Portfolio could lose its entire investment in any such
country. In addition, governmental regulation in certain foreign countries may
impose interest rate controls, credit controls, and price controls. These
factors could have a material effect on foreign companies and could therefore
affect the performance of the Funds.

          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 Advisor will take appropriate steps to evaluate the proposed



                                       30
<PAGE>   519

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.


          On January 1, 1999, certain members of the European Economic and
Monetary Union ("EMU"), namely Austria, Belgium, Finland, France, Germany,
Ireland, Italy, Luxembourg, the Netherlands, Portugal, and Spain established a
common European currency known as the "euro" and each member's local currency
became a denomination of the euro. It is anticipated that each participating
country will replace its local currency with the euro on July 1, 2002. Any other
European country that is a member of the European Union and satisfies the
criteria for participation in the EMU may elect to participate in the EMU and
may supplement its existing currency with the euro. The anticipated replacement
of existing currencies with the euro on July 1, 2002 could cause market
disruptions before or after July 1, 2002 and could adversely affect the value of
securities held by a Fund.


          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



                                       31
<PAGE>   520

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
Advisor will consider such difficulties when determining the allocation of a
Theme Portfolio's assets, although the Advisor 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 charge
higher custody fees than those attributable to domestic investing and 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 "Dividends, Distributions and Tax Matters."

          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")
(Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy,
Luxembourg, the Netherlands, Portugal, Spain, Sweden 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 Advisor 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



                                       32
<PAGE>   521

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 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



                                       33
<PAGE>   522

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.


                             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 Global Financial Services
Portfolio, Global Infrastructure Portfolio, Global Resources Portfolio and
Global 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 Trustees.

          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 a majority of the outstanding shares of the
Portfolio. 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.



                                       34
<PAGE>   523

          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, except that the Portfolio may purchase securities of
          Affiliated Money Market Funds to the extent permitted by exemptive
          order;


                   (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;



                                       35
<PAGE>   524

                   (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,
          except that the Portfolio may purchase securities of Affiliated Money
          Market Funds to the extent permitted by exemptive order;


                   (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 the Fund's shareholders, and its corresponding
Portfolio's investment objective, which may be changed without the approval of
the Portfolio's 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;



                                       36
<PAGE>   525

                   (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 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 Trust's Board of Trustees
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 Health Care Fund's 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 AND TECHNOLOGY FUND


          The Telecommunications and Technology 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.




                                       37
<PAGE>   526

          The Telecommunications and Technology 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 and Technology
          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 and Technology 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 and
          Technology 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 and Technology 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 and Technology 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 and Technology Fund's total
          assets would be invested in securities of that issuer or the
          Telecommunications and Technology Fund would own or hold more than 10%
          of the outstanding voting securities of that issuer, except that up to
          25% of the Telecommunications and Technology 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
and Technology Fund, the Telecommunications and Technology 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 and
Technology Fund are not fundamental policies and may be changed by vote of the
Trust's Board of Trustees without shareholder approval. The Telecommunications
and Technology Fund may not:

                   (1) Invest in securities of an issuer if the investment would
          cause the Telecommunications and Technology Fund to own more than 10%
          of any class of securities of any one issuer, except that the
          Telecommunications and Technology Fund may purchase securities of
          Affiliated Money Market Funds to the extent permitted by exemptive
          order;


                   (2) Invest in companies for the purpose of exercising control
          or management;



                                       38
<PAGE>   527

                   (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 and Technology Fund's total assets, it will not
          make any additional investments;


                   (6) Purchase securities on margin, provided that the
          Telecommunications and Technology 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 and
          Technology 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 Telecommunications and Technology Fund's
Prospectus for further information with respect to the Telecommunications and
Technology 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.


          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.


                       EXECUTION OF PORTFOLIO TRANSACTIONS

          Subject to policies established by the Trust's and the Portfolios'
Board of Trustees, the Advisor 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 Advisor 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 Advisor
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.



                                       39
<PAGE>   528


          Consistent with the interests of each Theme Portfolio, the Advisor 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 Advisor 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). Broker/dealers may communicate such information
electronically, orally, in written form or on computer software. 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 Advisor 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 Advisor determines in good
faith that such commission is reasonable in terms either of that particular
transaction or the overall responsibility of the Advisor 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 Advisor 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 Advisor 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 Advisor believes that coordination and the ability
to participate in volume transactions will be beneficial to that Theme
Portfolio.

          Under a policy adopted by the Trust's and the Portfolios' Board of
Trustees, and subject to the policy of obtaining the best net results, the
Advisor may consider a broker/dealer's sale of the shares of the Theme Funds and
the other portfolios for which AIM or the Advisor 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, 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 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 Advisor. The
Trust's or the Portfolios' Board



                                       40
<PAGE>   529

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.

          The Portfolios may engage in certain principal and agency transactions
with banks and their affiliates that own 5% or more of the outstanding voting
securities of a Portfolio, provided the conditions of an exemptive order
received by the Portfolios from the SEC are met. In addition, a Portfolio may
purchase or sell a security from or to another AIM Fund or account provided the
Portfolios follow procedures adopted by the Boards of Directors/Trustees of the
various AIM Funds, including the Trust. These inter-fund transactions do not
generate brokerage commissions but may result in custodial fees or taxes or
other related expenses.


          For the fiscal years ended October 31, 1999, 1998 and 1997, the Global
Consumer Products and Services Portfolio paid aggregate brokerage commissions of
$719,925, $1,004,439 and $1,454,348, respectively.

          For the fiscal years ended October 31, 1999, 1998 and 1997, the Global
Financial Services Portfolio paid aggregate brokerage commissions of $302,742,
$404,804 and $250,893, respectively.

          For the fiscal years ended October 31, 1999, 1998 and 1997, the Health
Care Fund paid aggregate brokerage commissions of $1,680,496, $1,647,939 and
$1,150,118, respectively.

          For the fiscal years ended October 31, 1999, 1998 and 1997, the Global
Infrastructure Portfolio paid aggregate brokerage commissions of $110,072,
$317,191 and $131,543, respectively.

          For the fiscal years ended October 31, 1999, 1998 and 1997, the Global
Resources Portfolio paid aggregate brokerage commissions of $221,586, $798,398
and $1,281,212, respectively

          For the fiscal years ended October 31, 1999, 1998 and 1997, the
Telecommunications and Technology Fund paid aggregate brokerage commissions of
$3,353,749, $2,740,833 and $2,254,069, respectively.

          For the fiscal years ended October 31, 1998 and 1997, the Health Care
Fund paid to LGT Bank in Liechtenstein AG, which was 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, 1998 and 1997, the Telecommunications
and Technology Fund paid to LGT Bank in Liechtenstein, AG, which was an
"affiliated" broker, aggregate brokerage commissions of $22,584 for transactions
involving purchases and sales of portfolio securities which represented 1.00% of
the total brokerage commissions paid by the Fund and 0.67% of the aggregate
dollar amount of transactions involving payment of commissions by the Fund.

ALLOCATION OF INITIAL PUBLIC OFFERING ("IPO") SECURITIES TRANSACTIONS

         From time to time, certain of the mutual funds managed by AIM or A I M
Capital Management, Inc. (collectively, the "AIM Funds" or accounts managed by
AIM or A I M Capital Management, Inc.), may become interested in participating
in security distributions that are available in an IPO, and occasions may arise
when purchases of such securities by one AIM Fund or account may also be
considered for purchase by one or more other AIM Funds or accounts. In such
cases, it shall be AIM's practice to specifically combine or otherwise bunch
indications of interest for IPO securities for all AIM Funds and accounts
participating in purchase transactions for that security, and to allocate such
transactions in accordance with the following procedures:




                                       41
<PAGE>   530


         AIM will determine the eligibility of each AIM Fund and account that
seeks to participate in a particular IPO by reviewing a number of factors,
including suitability of the investment with the AIM Fund's or account's
investment objective, policies and strategies, the liquidity of the AIM Fund or
account if such investment is purchased, and whether the portfolio manager
intends to hold the security as a long-term investment. The allocation of
limited supply securities issued in IPOs will be made to eligible AIM Funds and
accounts in a manner designed to be fair and equitable for the eligible AIM
Funds and accounts, and so that there is equal allocation of IPOs over the
longer term. Where multiple funds or accounts are eligible, rotational
participation may occur, based on the extent to which an AIM Fund or account has
participated in previous IPOs as well as the size of the AIM Fund or account.
Each eligible AIM Fund or account with an asset level of less than $500 million,
will be placed in one of three tiers, depending upon its asset level. The AIM
Funds and accounts in the tier containing funds and accounts with the smallest
asset levels will participate first, each receiving a 40 basis point allocation
(rounded to the nearest share round lot that approximates 40 basis points) (the
"Allocation"), based on that AIM Fund's or account's net assets. This process
continues until all of the AIM Funds and accounts in the three tiers receive
their Allocations, or until the shares are all allocated. Should securities
remain after this process, eligible AIM Funds and accounts will receive their
Allocations on a straight pro rata basis. For the tier of AIM Funds and accounts
not receiving a full Allocation, the Allocation may be made only to certain AIM
Funds or accounts so that each may receive close to or exactly 40 basis points.

         When any AIM Fund and/or account with substantially identical
investment objectives and policies participates in syndicates, they will do so
in amounts that are substantially proportionate to each other. In these cases,
the net assets of the largest AIM Fund will be used to determine in which tier,
as described in the paragraph above, such group of AIM Funds or accounts will be
placed. If no AIM Fund is participating, then the net assets of the largest
account will be used to determine tier placement. The price per share of
securities purchased in such syndicate transactions will be the same for each
AIM Fund and account.


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.


         The portfolio turnover rates for Global Consumer Products and Services
Portfolio, Global Financial Services Portfolio, Health Care Fund, Global
Infrastructure Portfolio, Global Resources Portfolio and Telecommunications and
Technology Fund the last two fiscal years were as follows:




                                       42
<PAGE>   531


<TABLE>
<CAPTION>
                                                                           YEAR ENDED         YEAR ENDED
                                                                            OCT. 31,           OCT. 31,
                                                                              1999               1998
                                                                           ----------         ----------

<S>                                                                        <C>               <C>
         Global Consumer Products and Services Portfolio.................      160%              221%
         Global Financial Services Portfolio.............................      107%              111%
         Health Care Fund................................................      123%              187%
         Global Infrastructure Portfolio.................................       49%               96%
         Global Resources Portfolio......................................      123%              201%
         Telecommunications and Technology Fund..........................      122%               75%
</TABLE>



                                   MANAGEMENT


          The Trust's Board of Trustees has overall responsibility for the
operation of the Funds. The Trust's Board of Trustees has approved all
significant agreements between the Trust on the one side and persons or
companies furnishing services to the Fund on the other, including the investment
management and administration agreement with AIM, the agreements with AIM
Distributors regarding distribution of the Fund's shares, the custody agreement
and the transfer agency agreement. The day-to-day operations of the Fund are
delegated to the officers of the Trust, subject always to the investment
objectives and policies of the Fund and to the general supervision of the
Trust's Board of Trustees. Certain trustees and officers of the Trust are
affiliated with AIM and AIM Management Group Inc. ("AIM Management"), the parent
corporation of AIM.



TRUSTEES AND EXECUTIVE OFFICERS

          The Trust's Trustees and Executive Officers and the Portfolios'
Trustees and Executive Officers are listed below. Unless otherwise indicated,
the address of each Executive Officer is 11 Greenway Plaza, Suite 100, Houston,
Texas 77046.



<TABLE>
<CAPTION>
                                         POSITIONS
                                         HELD WITH                  PRINCIPAL OCCUPATION WITH REGISTRANT
     NAME, ADDRESS AND AGE               REGISTRANT
- ------------------------------         --------------     ----------------------------------------------------------

<S>                                      <C>              <C>
*ROBERT H. GRAHAM (53)                    Trustee,        Director, President and Chief Executive Officer, A I M
                                        Chairman and      Management Group, Inc.; Director and 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; and
                                                          Director and Chief Executive Officer, Managed Products,
                                                          AMVESCAP PLC.
</TABLE>




- --------

*        A trustee who is an "interested person" of the Trust and A I M
         Advisors, Inc. as defined in the 1940 Act.




                                       43
<PAGE>   532


<TABLE>
<CAPTION>
                                          POSITIONS
                                          HELD WITH                 PRINCIPAL OCCUPATION WITH REGISTRANT
     NAME, ADDRESS AND AGE                REGISTRANT
- --------------------------------        --------------    ---------------------------------------------------------------

<S>                                      <C>              <C>
C. DEREK ANDERSON (58)                      Trustee       Senior Managing Partner, Plantagenet Capital Management, LLC
220 Sansome Street                                        (an investment partnership); Chief Executive Officer,
Suite 400                                                 Plantagenet Holdings, Ltd. (an investment banking firm); and
San Francisco, CA 94104                                   Director, Premium Wear, Inc. (formerly Munsingwear, Inc.) (a
                                                          casual apparel company), "R" Homes, Inc., Big Online, Inc.,
                                                          Champagne Albert Le Brun, and various other privately owned
                                                          companies.

FRANK S. BAYLEY (60)                        Trustee       Partner, law firm of Baker & McKenzie; Director and
Two Embarcadero Center                                    Chairman, C. D. Stimson Company (a private investment
Suite 2400                                                company) and Stimson Marina, Inc.(a subsidiary of C.D.
San Francisco, CA 94111                                   Stimson Company; and Trustee, The Badgley Funds.


RUTH H. QUIGLEY (65)                        Trustee       Private investor; and President, Quigley Friedlander & Co.,
1055 California Street                                    Inc. (a financial advisory services firm) from 1984 to 1986.
San Francisco, CA  94108

SAMUEL D. SIRKO (40)                    Vice  President   Vice President, Assistant General Counsel and Assistant
                                         and Secretary    Secretary, A I M Advisors, Inc.; and Assistant General
                                                          Counsel and Assistant Secretary, 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.

MELVILLE B. COX (56)                    Vice President    Vice President and Chief Compliance Officer, A I M Advisors,
                                                          Inc., A I M Capital Management, Inc., A I M Distributors,
                                                          Inc., A I M Fund Services, Inc. and Fund Management Company.

GARY T. CRUM (52)                       Vice President    Director and President, A I M Capital Management, Inc.;
                                                          Director and Executive Vice President, A I M Management
                                                          Group Inc.; Director and Senior Vice President, A I M
                                                          Advisors, Inc.; and Director, A I M Distributors, Inc. and
                                                          AMVESCAP PLC.

CAROL F. RELIHAN (45)                   Vice President    Director, Senior Vice President, General Counsel and
                                                          Secretary, A I M Advisors, Inc.; Senior 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 (41)                     Vice President    Vice President and Fund Controller, A I M Advisors, Inc.;
                                         and Treasurer    and Assistant Vice President and Assistant Treasurer, Fund
                                                          Management Company.
</TABLE>



                                       44
<PAGE>   533


          The Board of Trustees has a Nominating and Audit Committee, comprised
of Miss Quigley (Chairman) and Messrs. Anderson and Bayley, which is responsible
for nominating persons to serve as Directors, reviewing audits of the Trust and
its funds and recommending firms to serve as independent auditors of the Trust.
All of the Trust's Trustees also serve as directors or trustees of some or all
of the other investment companies managed, administered or advised by AIM. All
of the Trust's executive officers hold similar offices with some or all of the
other investment companies managed, administered or advised by AIM.


          Each Trustee who is not a director, officer or employee of AIM or any
affiliated company is paid an annual retainer component plus a per-meeting fee
component, 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 Trust. For the fiscal year ended October 31,
1999, Mr. Anderson, Mr. Bayley, Mr. Arthur C. Patterson (a trustee until
September 27, 1999, when he retired) and Miss Quigley, who are not directors,
officers or employees of any affiliated company, received total compensation of
$50,353, $51,376, $45,584 and $51,376, respectively, from the Trust for their
services as Trustees. For the fiscal year ended October 31, 1999, Mr. Anderson,
Mr. Bayley, Mr. Patterson and Miss Quigley, who are not directors, officers or
employees of any other affiliated company, received total compensation of
$101,833, $103,833, $93,583 and $103,083, respectively, from the investment
companies managed or administered by AIM and 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.



INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES RELATING TO THE FEEDER FUNDS
AND THE PORTFOLIOS


          AIM, 11 Greenway Plaza, Suite 100, Houston, Texas 77046, was organized
in 1976 and, together with its subsidiaries, manages or advises approximately
120 investment portfolios encompassing a broad range of investment objectives.
AIM and its worldwide asset management affiliates provide investment management
and/or administrative services to institutional, corporate and individual
clients around the world.

          AIM is a direct, wholly owned subsidiary of AIM Management, a holding
company that has been engaged in the financial services business since 1976. AIM
is also the sole shareholder of the Funds' principal underwriter, AIM
Distributors.

          AIM Management and AIM are indirect wholly owned subsidiaries of
AMVESCAP PLC, 11 Devonshire Square, London EC2M 4YR, England. AMVESCAP PLC and
its subsidiaries are an independent 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. Certain
directors and officers of AIM are also executive officers of the Trust and their
affiliations are shown under "Management" herein.

          In addition to the investment resources of their Houston office, AIM
draws upon the expertise, personnel, data and systems of other offices in
Atlanta, Boston, Dallas, Denver, Louisville, Miami, New York, Portland (Oregon),
Frankfurt, Hong Kong, London, Singapore, Sydney, Tokyo and Toronto. In managing
the Funds and the Portfolios, the Advisor employs a team approach, taking
advantage of its investment resources around the world.


          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"). AIM serves as administrator
to each Feeder Fund under an administration contract between the Trust and AIM
("Administration Contract"). The Administration Contract will not be deemed an
advisory contract, as defined under the 1940 Act. As investment manager and
administrator, AIM makes all investment decisions for each Portfolio and, as
administrator, administers each Portfolio's and each



                                       45
<PAGE>   534

Feeder Fund's affairs. Among other things, AIM furnishes the services and pays
the compensation and travel expenses of persons who perform the executive,
administrative, clerical and bookkeeping functions of each Portfolio and each
Feeder Fund and provides suitable office space, necessary small office equipment
and utilities.

          The Portfolio Management Contract 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 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 Portfolio Management Contract provides
that with respect to each Portfolio, and the Administration Contract provides
that with respect to each Feeder Fund, either the Trust, each Portfolio or AIM
may terminate the Contracts without penalty upon sixty days' written notice to
the other party. The Portfolio Management Contract terminates automatically in
the event of its assignment (as defined in the 1940 Act).


          AIM became investment manager and/or administrator to the Funds and
the Portfolios effective June 1, 1998. Prior to that date, Chancellor LGT Asset
Management, Inc. served as investment manager and administrator.

          Each of the named Theme Portfolios paid the following investment
management and administration fees net of any expense limitations (fee waivers)
for the years ended October 31, 1999, 1998 and 1997:



<TABLE>
<CAPTION>
                                                                   1999             1998               1997
                                                                   ----             ----               ----

<S>                                                            <C>              <C>                <C>
Global Consumer Products and
  Services Portfolio                                           $1,323,258       $ 1,329,063        $ 1,207,854
Global Financial Services Portfolio                               520,685           726,002            346,965
Global Infrastructure Portfolio                                   280,012           418,974            772,727
Global Resources Portfolio                                        191,117           434,214            979,215
</TABLE>



          Prior to June 1, 1998, the named Theme Portfolios paid the above
referenced advisory fees to the former advisor, Chancellor LGT Asset Management,
Inc.

          For the fiscal year ended October 31, 1999, the Advisor reimbursed the
Global Consumer Products and Services Portfolio, Global Financial Services
Portfolio, Global Infrastructure Portfolio and Global Resources Portfolio for
their respective investment management and administration fees in the amounts
$16,422, $114,306, $123,428 and $135,288, respectively.

          For the fiscal years ended October 31, 1997, 1998 and 1999, the
Financial Services Fund, Infrastructure Fund and Resources Fund paid
administration fees of $119,765, $250,093 and $218,971; $266,025, $210,329 and
$138,782; and $388,578, $233,400 and $112,982, respectively.

          For the fiscal years ended October 31, 1997, 1998 and 1999, the
Consumer Products and Services Fund paid $416,297, $457,314 and $461,258,
respectively, in administration fees.

          For the fiscal years ended October 31, 1999, 1998 and 1997, each named
Feeder Funds paid AIM and the prior investment manager and administrator the
following administrative services fees:




                                       46
<PAGE>   535

<TABLE>
<CAPTION>
                                                      1999             1998             1997
                                                  ------------     ------------     ------------
<S>                                               <C>              <C>              <C>
Consumer Products and
  Services Portfolio                              $    461,258     $    457,314     $    416,297
Financial Services Portfolio                           218,971          250,093          119,765
Infrastructure Portfolio                               138,782          210,329          266,025
Resources Portfolio                                    112,982          233,400          388,578
</TABLE>


INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES RELATING TO THE HEALTH CARE
FUND AND TELECOMMUNICATIONS AND TECHNOLOGY FUND


          AIM serves as the investment manager and administrator to the Health
Care Fund and Telecommunications and Technology Fund under an Investment
Management and Administration Contract ("Management Contract") between the Trust
and AIM. As investment manager and administrator, AIM makes all investment
decisions for the Health Care Fund and Telecommunications and Technology Fund
and administers the Health Care Fund's and Telecommunications and Technology
Fund's affairs. Among other things, AIM furnishes the services and pays the
compensation and travel expenses of persons who perform the executive,
administrative, clerical and bookkeeping functions of the Trust and the Health
Care Fund and Telecommunications and Technology Fund, and provides suitable
office space, necessary small office equipment and utilities.



          The Management Contract may be renewed for additional one-year terms
with respect to the Health Care Fund and Telecommunications and Technology Fund,
provided that any such renewal has been specifically approved at least annually
by: (i) the Trust's Board of Trustees, or by the vote of a majority of the
Health Care Fund and Telecommunications and Technology Fund's outstanding voting
securities (as defined in the 1940 Act), and (ii) a majority of Trustees 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 Contract provides
that with respect to the Health Care Fund and Telecommunications and Technology
Fund either the Trust or of AIM may terminate the Contracts without penalty upon
sixty days' written notice to the other party. The Management Contract terminate
automatically in the event of their assignment (as defined in the 1940 Act).



         Under a master accounting services agreement AIM serves as the Funds'
pricing and accounting agent. For these services, the Funds pay AIM such fees as
are determined in accordance with methodologies established, from time to time,
by the Trust's Board of Trustees.

         For the fiscal years ended October 31, 1999, 1998 and 1997, each Fund
paid AIM and the prior investment manager the following accounting services
fees:



<TABLE>
<CAPTION>
                                               1999         1998         1997
                                           ------------ ------------ ------------
<S>                                        <C>          <C>          <C>
Consumer Products and
  Services Portfolio                       $     49,731 $     47,155 $     43,330
Financial Services Portfolio                     34,005       27,027       12,292
Health Care Fund                                142,382      142,351      153,780
Infrastructure Portfolio                         25,171       22,640       27,303
Resources Portfolio                              24,486       24,981       34,698
Telecommunications and Technology Fund           20,819      437,627      493,322
</TABLE>



          For these services, Health Care Fund and Telecommunications and
Technology Fund pay AIM investment management and administration fees, computed
daily and paid monthly, based on its average daily net assets, at the annualized
rate of 0.975% on the first $500 million, 0.95% on the next $500 million, 0.925%
on the next $500 million and 0.90% on the amounts thereafter. For these
services, the Portfolios pay AIM investment management and administration fees
computed daily and paid monthly, based on average daily net assets, at the
annualized rate of 0.725% on the first $500 million, 0.70% on the next



                                       47
<PAGE>   536



$500 million, 0.675% on the next $500 million and 0.65% on amounts thereafter.
The investment management and administration fees paid by the Funds are higher
than those paid by most mutual funds. The Funds pay all expenses not assumed by
AIM, 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%, 2.50% and 2.50% of the average daily net
assets of each Fund's Class A, Class B and Class C shares, respectively, until
June 30, 2000.

          AIM may from time to time waive or reduce its fee. Voluntary fee
waivers or reductions may be rescinded at any time without further notice to
investors. During periods of voluntary fee waivers or reductions, AIM will
retain its ability to be reimbursed for such fee prior to the end of each fiscal
year. Contractual fee waivers or reductions set forth in the Fee Table in a
Prospectus may not be terminated or amended to the Funds' detriment during the
period stated in the agreement between AIM and the Fund.


EXPENSES OF THE FUNDS AND OF THE PORTFOLIOS

          Each Fund and each Portfolio pays all expenses not assumed by AIM, 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 Trust expenses and
expenses shared among the Funds and other funds organized as series of the Trust
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.


                             THE DISTRIBUTION PLANS

THE CLASS A AND C PLAN

          The Trust has adopted a Master Distribution Plan pursuant to Rule
12b-1 under the 1940 Act relating to the Class A and C shares of the Funds (the
"Class A and C Plan"). The Class A and C Plan provides that the Class A shares
pay 0.50% per annum of their average daily net assets as compensation to AIM
Distributors for the purpose of financing any activity which is primarily
intended to result in the sale of Class A shares. Under the Class A and C Plan,
Class C shares of the Funds pay compensation to AIM Distributors at an annual
rate of 1.00% of the average daily net assets attributable to Class C shares.
Payments can also be directed by AIM Distributors to selected institutions who
have entered into service agreements with respect to Class A and Class C shares
of each Fund and who provide continuing personal services to their customers who
own Class A and C shares of the Fund. The service fees payable to selected
institutions are calculated at the annual rate of 0.25% of the average daily net
asset value of those Fund shares that are held in such institution's customers'
accounts which were purchased on or after a prescribed date set forth in the
Class A and C Plan. Activities appropriate for financing under the Class A and C
Plan include, but are not limited to, the following: printing of prospectuses
and statements of additional information and reports for other than existing
shareholders; overhead; preparation and distribution of advertising material and
sales literature; expenses of organizing and conducting sales seminars;
supplemental payments to dealers and other institutions such as asset-based
sales charges or as payments of service fees under shareholder service
arrangements; and costs of administering the Class A and C Plan.


                                       48
<PAGE>   537

          Of the aggregate amount payable under the Class A and C Plan, payments
to dealers and other financial institutions that provide continuing personal
shareholder services to their customers who purchase and own shares of the Fund,
in amounts of up to 0.25% of the average daily net assets of the Fund
attributable to the customers of such dealers or financial institutions are
characterized as a service fee, and payments to dealers and other financial
institutions in excess of such amount and payments to AIM Distributors would be
characterized as an asset-based sales charge pursuant to the Class A and C Plan.
The Class A and C Plan also imposes a cap on the total amount of sales charges,
including asset-based sales charges, that may be paid by the Trust with respect
to the Fund. The Class A and C Plan does not obligate the Fund to reimburse AIM
Distributors for the actual expenses AIM Distributors may incur in fulfilling
its obligations under the Class A and C Plan on behalf of the Fund. Thus, under
the Class A and C Plan, even if AIM Distributors' actual expenses exceed the fee
payable to AIM Distributors thereunder at any given time, the Fund will not be
obligated to pay more than that fee. If AIM Distributors' expenses are less than
the fee it receives, AIM Distributors will retain the full amount of the fee.

THE CLASS B PLAN


          The Trust has also adopted a Master Distribution Plan pursuant to Rule
12b-1 under the 1940 Act relating to Class B shares of the Funds (the "Class B
Plan", and collectively with the Class A and C Plan, the "Plans"). 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 attributable to Class B shares. Of such
amount, each Fund pays a service fee of 0.25% of the average daily net assets
attributable to Class B shares to selected dealers and other institutions which
furnish continuing personal shareholder services to their customers who purchase
and own Class B shares. Amounts paid in accordance with the Class B Plan may be
used to finance any activity primarily intended to result in the sale of Class B
shares, including but not limited to printing of prospectuses and statements of
additional information and reports for other than existing shareholders;
overhead; preparation and distribution of advertising material and sales
literature; expenses of organizing and conducting sales seminars; supplemental
payments to dealers and other institutions such as asset-based sales charges or
as payments of service fees under shareholder service arrangements; and costs of
administering the Class B Plan.


BOTH PLANS

          Pursuant to an incentive program, AIM Distributors may enter into
agreements ("Shareholder Service Agreements") with investment dealers selected
from time to time by AIM Distributors for the provision of distribution
assistance in connection with the sale of the Funds' shares to such dealers'
customers, and for the provision of continuing personal shareholder services to
customers who may from time to time directly or beneficially own shares of the
Funds. The distribution assistance and continuing personal shareholder services
to be rendered by dealers under the Shareholder Service Agreements may include,
but shall not be limited to, the following: distributing sales literature;
answering routine customer inquiries concerning the Fund; assisting customers in
changing dividend options, account designations and addresses, and in enrolling
in any of the several special investment plans offered in connection with the
purchase of a 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 a Fund's shares; and providing such other information and
services as a 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
which provide services to their customers who have purchased shares. Services
provided pursuant to Shareholder Service Agreements with banks may include some
or all of the following: answering shareholder inquiries regarding the Funds;
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


                                       49
<PAGE>   538

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 which 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, each 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 generally will be calculated at the end of each payment period
for each business day of a 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 each 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 Fund and its respective classes.


          AIM Distributors may from time to time waive or reduce any portion of
its 12b-1 fee for Class A and Class C shares. Voluntary fee waivers or
reductions may be rescinded at any time without further notice to investors.
During periods of voluntary fee waivers or reductions, AIM Distributors will
retain its ability to be reimbursed for such fee prior to the end of each fiscal
year. Contractual fee waivers or reductions set forth in the Fee Table in a
Prospectus may not be terminated or amended to the Funds' detriment during the
period stated in the agreement between AIM Distributors and the Fund.

          Under the Plans, certain financial institutions which have entered
into service agreements and which sell shares of the Fund on an agency basis,
may receive payments from the Funds pursuant to the respective Plans. AIM
Distributors does not act as principal, but rather as agent for the Funds, in
making dealer incentive and shareholder servicing payments under the Plans.
These payments are an obligation of the Funds and not of AIM Distributors.
Financial intermediaries and any other person entitled to receive compensation
for selling Fund shares may receive different compensation for selling shares of
one class over another.



                                       50
<PAGE>   539


          For the fiscal year ended October 31, 1999, for Class A and B shares,
and for the period March 1, 1999 (date operations commenced) through October 31,
1999, for Class C shares, each Fund paid the following distribution fees:




<TABLE>
<CAPTION>
                                                                                           % OF CLASS
                                                                                          AVERAGE DAILY
                                                                                           NET ASSETS
                                 CLASS A        CLASS B        CLASS C        CLASS A        CLASS B         CLASS C
                               ----------     ----------     ----------     ----------      ----------      ----------
<S>                            <C>            <C>            <C>           <C>            <C>             <C>
Consumer Products and
  Services Fund                $  344,198     $1,032,430     $      827           .50%           1.00%           1.00%
Financial Services Fund        $  151,168     $  495,394     $    1,687           .50%           1.00%           1.00%
Health Care Fund               $1,919,476     $1,088,812     $    4,464           .50%           1.00%           1.00%
Infrastructure Fund            $  108,405     $  283,904     $       70           .50%           1.00%           1.00%
Resources Fund                 $   86,740     $  239,305     $      406           .50%           1.00%           1.00%
Telecommunications and
  Technology Fund              $4,313,052     $7,605,277     $   27,171           .50%           1.00%            100%
</TABLE>


          Prior to June 1, 1998, the Trust had adopted a different Rule 12b-1
plan, that operated as a "reimbursement-type" plan (the "Prior Plan"). The Trust
provided GT Global, Inc., the distributor at the time the Prior Plan was in
effect, $11,171,511 in payments under the Prior Plan for 1998. For 1998, the
Trust provided AIM Distributors, the current distributor of the Funds,
$7,270,614.


          An estimate by category of actual fees paid by each Fund with regard
to the Class A shares during the fiscal year ended October 31, 1999 are as
follows:




<TABLE>
<CAPTION>
                                         CONSUMER
                                         PRODUCTS                                                              TELECOMMUNICATIONS
                                           AND          FINANCIAL       HEALTH                                        AND
                                         SERVICES       SERVICES         CARE      INFRASTRUCTURE   RESOURCES      TECHNOLOGY
                                           FUND           FUND           FUND           FUND           FUND           FUND
                                        ----------     ----------     ----------     ----------     ----------     ----------
<S>                                     <C>            <C>            <C>            <C>            <C>            <C>
CLASS A
   Advertising                          $   39,560     $   18,577     $  195,252     $   11,711     $   12,403     $  422,275
   Printing and Mailing
     prospectuses, semi-annual
     reports and annual
     reports (other than
     to current shareholders)                3,487          1,704         17,557              0              0         37,946
   Seminars                                 10,762          6,760         59,114              0              0        130,644
   Compensation to Underwriters
     to partially offset
     other marketing expenses                    0              0              0              0              0              0
   Compensation to Dealers
     including Finder's Fees               290,389        124,126      1,647,552         96,695         74,336      3,722,187
   Compensation to Sales
     Personnel                                   0              0              0              0              0              0
   Annual Report Total                  $  344,198     $  151,167     $1,919,475     $  108,406     $   86,739     $4,313,052
</TABLE>


                                       51

<PAGE>   540



          An estimate by category of actual fees paid by each Fund with regard
to the Class B Shares during the fiscal year ended October 31, 1999 are as
follows:



<TABLE>
<CAPTION>
                                         CONSUMER
                                         PRODUCTS                                                              TELECOMMUNICATIONS
                                           AND          FINANCIAL       HEALTH                                        AND
                                         SERVICES       SERVICES         CARE      INFRASTRUCTURE   RESOURCES      TECHNOLOGY
                                           FUND           FUND           FUND           FUND           FUND           FUND
                                        ----------     ----------     ----------     ----------     ----------     ----------
<S>                                     <C>            <C>            <C>            <C>            <C>            <C>
CLASS B
   Advertising                          $    8,043     $    4,277     $    6,809     $      796     $    3,019     $   25,099
   Printing and Mailing
     prospectuses, semi-annual
     reports and annual
     reports (other than
     to current shareholders)                  657            372            540              0            113          2,222
   Seminars                                  2,526          1,291          2,100              0            627          7,893
   Compensation to Underwriters
     to partially offset
     other marketing expenses              774,322        371,545        816,609        212,928        179,479      5,703,958
   Compensation to Dealers                 246,881        117,909        262,754         70,180         56,067      1,866,105
   Compensation to Sales
     Personnel                                   0              0              0              0              0              0
   Annual Report Total                  $1,032,429     $  494,394     $1,088,812     $  283,904     $  239,305     $7,605,277
</TABLE>



          An estimate by category of actual fees paid by each Fund with regard
to the Class C Shares for the period March 1, 1999 (date operations commenced)
through October 31, 1999 are as follows:



<TABLE>
<CAPTION>
                                         CONSUMER
                                         PRODUCTS                                                              TELECOMMUNICATIONS
                                           AND          FINANCIAL       HEALTH                                        AND
                                         SERVICES       SERVICES         CARE      INFRASTRUCTURE   RESOURCES      TECHNOLOGY
                                           FUND           FUND           FUND           FUND           FUND           FUND
                                        ----------     ----------     ----------     ----------     ----------     ----------
<S>                                     <C>            <C>            <C>            <C>            <C>            <C>
CLASS C
   Advertising                          $      199     $      312     $        0     $       17     $        2     $      159
   Printing and Mailing
     prospectuses, semi-annual
     reports and annual
     reports (other than
     to current shareholders)                    0              0              0              0              0             16
   Seminars                                      0              0              0              0              0             58
   Compensation to Underwriters
     to partially offset
     other marketing expenses                  620          1,265          3,348             53            240         17,582
   Compensation to Dealers                       7            109          1,116              0            163          9,355
   Compensation to Sales
     Personnel                                   0              0              0              0              0              0
   Annual Report Total                  $      826     $    1,686     $    4,464     $       70     $      405     $   27,170
</TABLE>



          The Plans require AIM Distributors to provide the Board of Trustees at
least quarterly with a written report of the amounts expended pursuant to the
Plans and the purposes for which such expenditures were made. The Board of
Trustees reviews these reports in connection with their decisions with respect
to the Plans.



                                       52
<PAGE>   541

          As required by Rule 12b-1, the Plans and related forms of Shareholder
Service Agreements were approved by the Board of Trustees, including a majority
of the trustees who are not "interested persons" (as defined in the 1940 Act) of
the Trust and who have no direct or indirect financial interest in the operation
of the Plans or in any agreements related to the Plans ("Qualified Trustees").
In approving the Plans in accordance with the requirements of Rule 12b-1, the
Trustees considered various factors and determined that there is a reasonable
likelihood that the Plans would benefit each class of each Fund and their
respective shareholders.

          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 given time, a Fund will not be
obligated to pay more than that fee. If AIM Distributors' expenses are less than
the fee it receives, AIM Distributors will retain the full amount of the fee.

          Unless terminated earlier in accordance with their terms, the Plans
continue in effect from year to year, as long as such continuance is
specifically approved at least annually by the Board of Trustees, including a
majority of the Qualified Trustees.

          The Plans may be terminated by the vote of a majority of the Qualified
Trustees, or, with respect to a particular class, by the vote of a majority of
the outstanding voting securities of that class.

          Any change in the Plans that would increase materially the
distribution expenses paid by the applicable class requires shareholder
approval; otherwise, it may be amended by the trustees, including a majority of
the Qualified Trustees, by votes cast in person at a meeting called for the
purpose of voting upon such amendment. As long as the Plans are in effect, the
selection or nomination of the Qualified Trustees is committed to the discretion
of the Qualified Trustees. In the event the Class A and C Plan is amended in a
manner which the Board of Trustees determines would materially increase the
charges paid under the Class A and C Plan, the Class B shares of each Fund will
no longer convert into Class A shares of the same Fund unless the Class B
shares, voting separately, approve such amendment. If the Class B shareholders
do not approve such amendment, the Board of Trustees will (i) create a new class
of shares of the Fund which is identical in all material respects to the Class A
shares as they existed prior to the implementation of the amendment and (ii)
ensure that the existing Class B shares of the Fund will be exchanged or
converted into such new class of shares no later than the date the Class B
shares were scheduled to convert into Class A shares.

          The principal differences between the Class A and C Plan, on the one
hand, and the Class B Plan, on the other hand, are: (i) the Class A and C Plan
allows payment to AIM Distributors or to dealers or financial institutions of up
to 0.50% of average daily net assets of the Class A shares of each Fund, as
compared to 1.00% of such assets of the Funds' Class B shares; (ii) the Class B
Plan obligates the Class B shares to continue to make payments to AIM
Distributors following termination of the Class B shares Distribution Agreement
with respect to Class B shares sold by or attributable to the distribution
efforts of AIM Distributors or its predecessor, GT Global, Inc. unless there has
been a complete termination of the Class B Plan (as defined in such Plan) and
(iii) the Class B Plan expressly authorizes AIM Distributors to assign, transfer
or pledge its rights to payments pursuant to the Class B Plan.


                                 THE DISTRIBUTOR


          Information concerning AIM Distributors and the continuous offering of
each Fund's shares is set forth in the Prospectuses under the heading
"Purchasing Shares." The Trust has entered into a Master Distribution Agreement
with AIM Distributors relating to the Class A shares and Class C shares of the
Funds and a Master Distribution Agreement with AIM Distributors relating to the
Class B shares of the Funds. Such Master Distribution Agreements are hereinafter
collectively referred to as the "Distribution Agreements."




                                       53
<PAGE>   542



          The Distribution Agreements provide that AIM Distributors will bear
the expenses of printing from the final proof and distributing each Fund's
prospectuses and statements of additional information relating to public
offerings made by AIM Distributors pursuant to the Distribution Agreements
(other than those prospectuses and statements of additional information
distributed to existing shareholders of the Fund), and any promotional or sales
literature used by AIM Distributors or furnished by AIM Distributors to dealers
in connection with the public offering of each Fund's shares, including expenses
of advertising in connection with such public offerings. AIM Distributors has
not undertaken to sell any specified number of shares of any classes of any
Fund.

          The Distribution Agreements provide AIM Distributors with the
exclusive right to distribute shares of the Funds directly and through
institutions with whom AIM Distributors has entered into selected dealer
agreements. AIM Distributors is authorized to advance to institutions through
whom Class B shares are sold, a sales commission under schedules established by
AIM Distributors. The Distribution Agreement for the Class B shares provides
that AIM Distributors (or its assignee or transferee) will receive 0.75% (of the
total 1.00% payable under the distribution plan applicable to Class B shares of
each Fund's average daily net assets attributable to Class B shares attributable
to the sales efforts of AIM Distributors.

          AIM Distributors expects to pay sales commissions from its own
resources 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. AIM Distributors anticipates that it will
require a number of years to recoup from Class B Plan payments the sales
commissions paid to dealers and institutions in connection with sales of Class B
shares. In the future, if multiple distributors serve a Fund, each such
distributor (or its assignee or transferee) would receive a share of the
payments under the Class B Plan based on the portion of the Fund's Class B
shares sold by or attributable to the distribution efforts of that distributor.

          The Trust (on behalf of any class of a Fund) or AIM Distributors may
terminate the Distribution Agreements on sixty (60) days' written notice without
penalty. The Distribution Agreements will terminate automatically in the event
of their assignment. In the event the Class B shares Distribution Agreement is
terminated, AIM Distributors would continue to receive payments of asset based
distribution fees in respect of the outstanding Class B shares attributable to
the distribution efforts of AIM Distributors and its predecessor; provided,
however, that a complete termination of the Class B Plan (as defined in such
Plan) would terminate all payments by the Fund of asset based distribution fees
and service fees to AIM Distributors. Termination of the Class B Plan or
Distribution Agreement does not affect the obligation of Class B shareholders to
pay contingent deferred sales charges.

          From time to time, AIM Distributors may transfer and sell its right to
payments under the Distribution Agreement relating to Class B shares in order to
finance distribution expenditures in respect of Class B shares.


          The following chart reflects the total sales charges paid in
connection with the sale of Class A shares of each Fund and the amount retained
by the Trust's distributors for the fiscal year ended October 31, 1999 and 1998:



                                       54
<PAGE>   543



<TABLE>
<CAPTION>
                                                     1999                         1998
                                           -------------------------     -------------------------
                                             SALES          AMOUNT         SALES          AMOUNT
                                             CHARGE        RETAINED        CHARGE        RETAINED
                                           ----------     ----------     ----------     ----------
<S>                                        <C>            <C>            <C>            <C>
Consumer Products and
  Services Fund                            $  162,704     $   27,585     $   14,898     $   13,455
Financial Services Fund                    $   86,372     $   16,231     $    5,454     $    5,299
Health Care Fund                           $  276,656     $   51,905     $    8,771     $    9,735
Infrastructure Fund                        $   15,244     $    3,065     $    1,469     $    1,423
Resources Fund                             $   47,364     $   10,174     $    3,733     $    3,635
Telecommunications and Technology Fund     $1,167,764     $  205,929     $   36,792     $   34,813
</TABLE>



          Prior to June 1, 1998, GT Global Inc. was the Trust's distributor, and
a total of $389,099 sales charges were paid in connection with the sale of Class
A shares of each Fund and the amount retained by GT Global Inc. was $97,425.


          The following chart reflects the contingent deferred sales charges
paid by Class A, Class B and Class C* shareholders for the fiscal years ended
October 31, 1999 and 1998:




<TABLE>
<CAPTION>
                                              1999           1998
                                           ----------     ----------
<S>                                        <C>            <C>
Consumer Products and Services Fund        $       94     $  353,264
Financial Services Fund                    $    1,268     $  191,418
Health Care Fund                           $    3,480     $  511,753
Infrastructure Fund                        $        0     $  352,924
Resources Fund                             $        0     $  357,602
Telecommunications and Technology Fund     $    8,313     $2,950,006
</TABLE>




          * Class C shares of each fund commenced operations on 03/01/99.



                      SALES CHARGES AND DEALER CONCESSIONS


         CATEGORY I. Certain AIM Funds are currently sold with a sales charge
ranging from 5.50% to 2.00% of the offering price on purchases of less than
$1,000,000. These AIM Funds include Class A shares of each of AIM Advisor Flex
Fund, AIM Advisor International Value Fund, AIM Advisor Large Cap Value Fund,
AIM Aggressive Growth Fund, AIM Asian Growth Fund, AIM Basic Value Fund, AIM
Blue Chip Fund, AIM Capital Development Fund, AIM Charter Fund, AIM
Constellation Fund, AIM Dent Demographic Trends Fund, AIM European Development
Fund, AIM Euroland Growth Fund, AIM Global Utilities Fund, AIM Global Growth &
Income Fund, AIM International Equity Fund, AIM Japan Growth Fund, AIM Large Cap
Basic Value Fund, AIM Large Cap Growth Fund, AIM Large Cap Opportunities Fund,
AIM Mid Cap Equity Fund, AIM Mid Cap Growth Fund, AIM Mid Cap Opportunities
Fund, AIM New Pacific Growth Fund, AIM Select Growth Fund, AIM Small Cap Growth
Fund, AIM Small Cap Opportunities Fund, AIM Value Fund and AIM Weingarten Fund.



                                       55
<PAGE>   544


<TABLE>
<CAPTION>
                                                                                                  Dealer
                                                                                                Concession
                                                            Investor's Sales Charge             ----------
                                                          ---------------------------              As a
                                                              As a              As a            Percentage
                                                           Percentage        Percentage           of the
                                                          of the Public      of the Net           Public
                    Amount of Investment in                 Offering          Amount             Offering
                     Single Transaction(1)                    Price          Invested             Price
                     ---------------------                -------------      --------           ----------
<S>                                                      <C>               <C>               <C>
                          Less than $   25,000                5.50%             5.82%             4.75%
             $ 25,000 but less than $   50,000                5.25              5.54              4.50
             $ 50,000 but less than $  100,000                4.75              4.99              4.00
             $100,000 but less than $  250,000                3.75              3.90              3.00
             $250,000 but less than $  500,000                3.00              3.09              2.50
             $500,000 but less than $1,000,000                2.00              2.04              1.60
</TABLE>


- ---------------
(1)  AIM Small Cap Opportunities Fund will not accept any single purchase in
     excess of $250,000.


          CATEGORY II. Certain AIM Funds are currently sold with a sales charge
ranging from 4.75% to 2.00% of the offering price on purchases of less than
$1,000,000. These AIM Funds are: the Class A shares of each of AIM Advisor Real
Estate Fund, AIM Balanced Fund, AIM Developing Markets Fund, AIM Emerging
Markets Debt Fund, AIM Global Aggressive Growth Fund, AIM Global Consumer
Products and Services Fund, AIM Global Financial Services Fund, AIM Global
Government Income Fund, AIM Global Growth Fund, AIM Global Health Care Fund, AIM
Global Income Fund, AIM Global Infrastructure Fund, AIM Global Resources Fund,
AIM Global Telecommunications and Technology Fund, AIM Global Trends Fund, AIM
High Income Municipal Fund, AIM High Yield Fund, AIM High Yield Fund II, AIM
Income Fund, AIM Intermediate Government Fund, AIM Latin American Growth Fund,
AIM Municipal Bond Fund, AIM Strategic Income Fund and AIM Tax-Exempt Bond Fund
of Connecticut.




<TABLE>
<CAPTION>
                                                                                                  Dealer
                                                                                                Concession
                                                            Investor's Sales Charge             ----------
                                                          ---------------------------              As a
                                                              As a              As a            Percentage
                                                           Percentage        Percentage           of the
                                                          of the Public      of the Net           Public
                    Amount of Investment in                 Offering          Amount             Offering
                       Single Transaction                     Price          Invested             Price
                    -----------------------               -------------      --------           ----------
<S>                                                      <C>               <C>               <C>
                           Less than $   50,000               4.75%            4.99%              4.00%
              $ 50,000 but less than $  100,000               4.00             4.17               3.25
              $100,000 but less than $  250,000               3.75             3.90               3.00
              $250,000 but less than $  500,000               2.50             2.56               2.00
              $500,000 but less than $1,000,000               2.00             2.04               1.60
</TABLE>




          CATEGORY III. Certain AIM Funds are currently sold with a sales charge
ranging from 1.00% to 0.50% of the offering price on purchases of less than
$1,000,000. These AIM Funds are the Class A shares of each of AIM Limited
Maturity Treasury Fund and AIM Tax-Free Intermediate Fund.



                                       56
<PAGE>   545



<TABLE>
<CAPTION>
                                                                                                  Dealer
                                                                                                Concession
                                                            Investor's Sales Charge             ----------
                                                          ---------------------------              As a
                                                              As a              As a            Percentage
                                                           Percentage        Percentage           of the
                                                          of the Public      of the Net           Public
                    Amount of Investment in                 Offering          Amount             Offering
                     Single Transaction(1)                    Price          Invested             Price
                    -----------------------               -------------      --------           ----------
<S>                                                      <C>               <C>               <C>
                          Less than   $   100,000              1.00%           1.01%               0.75%
             $100,000 but less than   $   250,000              0.75            0.76                0.50
             $250,000 but less than   $ 1,000,000              0.50            0.50                0.40
</TABLE>



        There is no sales charge on purchases of $1,000,000 or more of Category
I, II or III funds; however, AIM Distributors may pay a dealer concession and/or
advance a service fee on such transactions as set forth below.



        ALL GROUPS OF AIM FUNDS. AIM Distributors may elect to re-allow the
entire initial sales charge to dealers for all sales with respect to which
orders are placed with AIM Distributors during a particular period. Dealers to
whom substantially the entire sales charge is re-allowed may be deemed to be
"underwriters" as that term is defined under the Securities Act of 1933.


        In addition to amounts paid to dealers as a dealer concession out of the
initial sales charge paid by investors, AIM Distributors may, from time to time,
at its expense or as an expense for which it may be compensated under a
distribution plan, if applicable, pay a bonus or other consideration or
incentive to dealers who sell a minimum dollar amount of the shares of the AIM
Funds during a specified period of time. At the option of the dealer, such
incentives may take the form of payment for travel expenses, including lodging,
incurred in connection with trips taken by qualifying registered representatives
and their families to places within or outside the United States. The total
amount of such additional bonus payments or other consideration shall not exceed
0.25% of the public offering price of the shares sold. Any such bonus or
incentive programs will not change the price paid by investors for the purchase
of the applicable AIM Fund's shares or the amount that any particular AIM Fund
will receive as proceeds from such sales. Dealers may not use sales of the AIM
Funds' shares to qualify for any incentives to the extent that such incentives
may be prohibited by the laws of any state.


        AIM Distributors may make payments to dealers and institutions who are
dealers of record for purchases of $1 million or more of Class A shares (or
shares which normally involve payment of initial sales charges), which are sold
at net asset value and are subject to a contingent deferred sales charge, for
all AIM Funds other than Class A shares of each of AIM Limited Maturity Treasury
Fund and AIM Tax-Free Intermediate Fund as follows: 1% of the first $2 million
of such purchases, plus 0.80% of the next $1 million of such purchases, plus
0.50% of the next $17 million of such purchases, plus 0.25% of amounts in excess
of $20 million of such purchases. AIM Distributors may make payments to dealers
and institutions who are dealers of record for purchases of $1 million or more
of Class A shares (or shares which normally involve payment of initial sales
charges), and which are sold at net asset value and are not subject to a
contingent deferred sales charge, in an amount up to 0.10% of such purchases of
Class A shares of AIM Limited Maturity Treasury Fund, and in an amount up to
0.25% of such purchases of Class A shares of AIM Tax-Free Intermediate Fund.

        AIM Distributors may pay sales commissions to dealers and institutions
who sell Class B shares of the AIM Funds at the time of such sales. Payments
with respect to Class B shares will equal 4.00% of the purchase price of the
Class B shares sold by the dealer or institution, and will consist of a sales
commission equal to 3.75% of the purchase price of the Class B shares sold plus
an advance of the first year service fee of 0.25% with respect to such shares.
The portion of the payments to AIM Distributors under the Class B Plan which
constitutes an asset-based sales charge (0.75%) is intended in part to permit
AIM Distributors to recoup a portion of such sales commissions plus financing
costs.



                                       57
<PAGE>   546


        AIM Distributors may pay sales commissions to dealers and institutions
who sell Class C shares of the AIM Funds at the time of such sales. Payments
with respect to Class C shares will equal 1.00% of the purchase price of the
Class C shares sold by the dealer or institution, and will consist of a sales
commission of 0.75% of the purchase price of the Class C shares sold plus an
advance of the first year service fee of 0.25% with respect to such shares. AIM
Distributors will retain all payments received by it relating to Class C shares
for the first year after they are purchased. The portion of the payments to AIM
Distributors under the Class A and C Plan attributable to Class C shares which
constitutes an asset-based sales charge (0.75%) is intended in part to permit
AIM Distributors to recoup a portion of on-going sales commissions to dealers
plus financing costs, if any. After the first full year, AIM Distributors will
make such payments quarterly to dealers and institutions based on the average
net asset value of Class C shares which are attributable to shareholders for
whom the dealers and institutions are designated as dealers of record. These
commissions are not paid on sales to investors exempt from the CDSC, including
shareholders of record of AIM Advisor Funds, Inc. on April 30, 1995, who
purchase additional shares in any of the Funds on or after May 1, 1995, and in
circumstances where AIM Distributors grants an exemption on particular
transactions.



        Exchanges of AIM Cash Reserve Shares of AIM Money Market Fund for Class
B shares or Class C shares are considered sales of such Class B shares or Class
C shares for purposes of the sales charges and dealer concessions discussed
above.



        AIM Distributors may pay investment dealers or other financial service
firms for share purchases (measured on an annual basis) of Class A Shares of all
AIM Funds except AIM Limited Maturity Treasury Fund, AIM Tax-Free Intermediate
Fund and AIM Tax-Exempt Cash Fund sold at net asset value to an employee benefit
plan as follows: 1% of the first $2 million of such purchases, plus 0.80% of the
next $1 million of such purchases, plus 0.50% of the next $17 million of such
purchases, plus 0.25% of amounts in excess of $20 million of such purchases and
up to 0.10% of the net asset value of any Class A shares of AIM Limited Maturity
Treasury Fund sold at net asset value to an employee benefit plan in accordance
with this paragraph.



                       REDUCTIONS IN INITIAL SALES CHARGES


        Reductions in the initial sales charges shown in the sales charge tables
(quantity discounts) apply to purchases of shares of the AIM Funds that are
otherwise subject to an initial sales charge, provided that such purchases are
made by a "purchaser" as hereinafter defined. Purchases of Class A shares of AIM
Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class
B and Class C shares of the AIM Funds will not be taken into account in
determining whether a purchase qualifies for a reduction in initial sales
charges.


        The term "purchaser" means:


        o       an individual and his or her spouse and children, including any
                trust established exclusively for the benefit of any such
                person; or a pension, profit-sharing, or other benefit plan
                established exclusively for the benefit of any such person, such
                as an IRA, Roth IRA, a single-participant
                money-purchase/profit-sharing plan or an individual participant
                in a 403(b) Plan (unless such 403(b) plan qualifies as the
                purchaser as defined below);

        o       a 403(b) plan, the employer/sponsor of which is an organization
                described under Section 501(c)(3) of the Internal Revenue Code
                of 1986, as amended (the "Code"), if:


                a.      the employer/sponsor must submit contributions for all
                        participating employees in a single contribution
                        transmittal (i.e., the Funds will not accept
                        contributions submitted with respect to individual
                        participants);

                b.      each transmittal must be accompanied by a single check
                        or wire transfer; and



                                       58
<PAGE>   547

                c.      all new participants must be added to the 403(b) plan by
                        submitting an application on behalf of each new
                        participant with the contribution transmittal;


        o       a trustee or fiduciary purchasing for a single trust, estate or
                single fiduciary account (including a pension, profit-sharing or
                other employee benefit trust created pursuant to a plan
                qualified under Section 401 of the Code) and 457 plans, although
                more than one beneficiary or participant is involved;


        o       a Simplified Employee Pension (SEP), Salary Reduction and other
                Elective Simplified Employee Pension account (SAR-SEP) or a
                Savings Incentive Match Plans for Employees IRA (SIMPLE IRA),
                where the employer has notified the distributor in writing that
                all of its related employee SEP, SAR-SEP or SIMPLE IRA accounts
                should be linked; or

        o       any other organized group of persons, whether incorporated or
                not, provided the organization has been in existence for at
                least six months and has some purpose other than the purchase at
                a discount of redeemable securities of a registered investment
                company.

        Investors or dealers seeking to qualify orders for a reduced initial
sales charge must identify such orders and, if necessary, support their
qualification for the reduced charge. AIM Distributors reserves the right to
determine whether any purchaser is entitled, by virtue of the foregoing
definition, to the reduced sales charge. No person or entity may distribute
shares of the AIM Funds without payment of the applicable sales charge other
than to persons or entities who qualify for a reduction in the sales charge as
provided herein.


        1. LETTERS OF INTENT. A purchaser, as previously defined, may pay
reduced initial sales charges by completing the appropriate section of the
account application and by fulfilling a Letter of Intent ("LOI"). The LOI
privilege is also available to holders of the Connecticut General Guaranteed
Account, established for tax qualified group annuities, for contracts purchased
on or before June 30, 1992. The LOI confirms such purchaser's intention as to
the total investment to be made in shares of the AIM Funds (except for (i) Class
A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money
Market Fund, (ii) Class B and Class C shares of the AIM Funds and (iii) shares
of AIM Floating Rate Fund) within the following 13 consecutive months. By
marking the LOI section on the account application and by signing the account
application, the purchaser indicates that he understands and agrees to the terms
of the LOI and is bound by the provisions described below.

        Each purchase of fund shares normally subject to an initial sales charge
made during the 13-month period will be made at the public offering price
applicable to a single transaction of the total dollar amount indicated by the
LOI, as described under "Sales Charges and Dealer Concessions." It is the
purchaser's responsibility at the time of purchase to specify the account
numbers that should be considered in determining the appropriate sales charge.
The offering price may be further reduced as described under "Rights of
Accumulation" if the Transfer Agent is advised of all other accounts at the time
of the investment. Shares acquired through reinvestment of dividends and capital
gains distributions will not be applied to the LOI. At any time during the
13-month period after meeting the original obligation, a purchaser may revise
his intended investment amount upward by submitting a written and signed
request. Such a revision will not change the original expiration date. By
signing an LOI, a purchaser is not making a binding commitment to purchase
additional shares, but if purchases made within the 13-month period do not total
the amount specified, the investor will pay the increased amount of sales charge
as described below. Purchases made within 90 days before signing an LOI will be
applied toward completion of the LOI. The LOI effective date will be the date of
the first purchase within the 90-day period. The Transfer Agent will process
necessary adjustments upon the expiration or completion date of the LOI.
Purchases made more than 90 days before signing an LOI will be applied toward
completion of the LOI based on the value of the shares purchased calculated at
the public offering price on the effective date of the LOI.


        To assure compliance with the provisions of the 1940 Act, out of the
initial purchase (or subsequent purchases if necessary) the Transfer Agent will
escrow in the form of shares an appropriate


                                       59
<PAGE>   548


dollar amount (computed to the nearest full share). All dividends and any
capital gain distributions on the escrowed shares will be credited to the
purchaser. All shares purchased, including those escrowed, will be registered in
the purchaser's name. If the total investment specified under this LOI is
completed within the 13-month period, the escrowed shares will be promptly
released. If the intended investment is not completed, the purchaser will pay
the Transfer Agent the difference between the sales charge on the specified
amount and the amount actually purchased. If the purchaser does not pay such
difference within 20 days of the expiration date, he irrevocably constitutes and
appoints the Transfer Agent as his attorney to surrender for redemption any or
all shares, to make up such difference within 60 days of the expiration date.


        If at any time before completing the LOI Program, the purchaser wishes
to cancel the agreement, he must give written notice to AIM Distributors. If at
any time before completing the LOI Program the purchaser requests the Transfer
Agent to liquidate or transfer beneficial ownership of his total shares, a
cancellation of the LOI will automatically be effected. If the total amount
purchased is less than the amount specified in the LOI, the Transfer Agent will
redeem an appropriate number of escrowed shares equal to the difference between
the sales charge actually paid and the sales charge that would have been paid if
the total purchases had been made at a single time.


        2. RIGHTS OF ACCUMULATION. A "purchaser," as previously defined, may
also qualify for reduced initial sales charges based upon such purchaser's
existing investment in shares of any of the AIM Funds (except for (i) Class A
shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money
Market Fund, (ii) Class B and Class C shares of the AIM Funds and (iii) shares
of AIM Floating Rate Fund) at the time of the proposed purchase. Rights of
Accumulation are also available to holders of the Connecticut General Guaranteed
Account, established for tax-qualified group annuities, for contracts purchased
on or before June 30, 1992. To determine whether or not a reduced initial sales
charge applies to a proposed purchase, AIM Distributors takes into account not
only the money which is invested upon such proposed purchase, but also the value
of all shares of the AIM Funds (except for (i) Class A shares of AIM Tax-Exempt
Cash Fund and AIM Cash Reserve Shares of AIM Money Market Fund, (ii) Class B and
Class C shares of the AIM Funds and (iii) shares of AIM Floating Rate Fund)
owned by such purchaser, calculated at their then current public offering price.
If a purchaser so qualifies for a reduced sales charge, the reduced sales charge
applies to the total amount of money then being invested by such purchaser and
not just to the portion that exceeds the breakpoint above which a reduced sales
charge applies. For example, if a purchaser already owns qualifying shares of
any AIM Fund with a value of $20,000 and wishes to invest an additional $20,000
in a fund, with a maximum initial sales charge of 5.50%, the reduced initial
sales charge of 5.25% will apply to the full $20,000 purchase and not just to
the $15,000 in excess of the $25,000 breakpoint. To qualify for obtaining the
discount applicable to a particular purchase, the purchaser or his dealer must
furnish AFS with a list of the account numbers and the names in which such
accounts of the purchaser are registered at the time the purchase is made.

        PURCHASES AT NET ASSET VALUE. Purchases of shares of any of the AIM
Funds at net asset value (without payment of an initial sales charge) may be
made in connection with: (a) the reinvestment of dividends and distributions
from a fund; (b) exchanges of shares of certain funds; (c) use of the
reinstatement privilege; or (d) a merger, consolidation or acquisition of assets
of a fund.

        The following purchasers will not pay initial sales charges on purchases
of Class A shares because there is a reduced sales effort involved in sales to
these purchasers:


        o       AIM Management and its affiliates, or their clients;

        o       Any current or retired officer, director or employee (and
                members of their immediate family) of AIM Management, its
                affiliates or The AIM Family of Funds(R), and any foundation,
                trust or employee benefit plan established exclusively for the
                benefit of, or by, such persons;


                                       60
<PAGE>   549


        o       Any current or retired officer, director, or employee (and
                members of their immediate family), of CIGNA Corporation or its
                affiliates, or of First Data Investor Services Group; and any
                deferred compensation plan for directors of investment companies
                sponsored by CIGNA Investments, Inc. or its affiliates;


        o       Sales representatives and employees (and members of their
                immediate family) of selling group members or financial
                institutions that have arrangements with such selling group
                members;

        o       Purchases through approved fee-based programs;


        o       Employee benefit plans designated as purchasers as defined
                above, and non-qualified plans offered in conjunction therewith,
                provided the initial investment in the plan(s) is at least $1
                million; the sponsor signs a $1 million LOI; the
                employer-sponsored plan(s) has at least 100 eligible employees;
                or all plan transactions are executed through a single omnibus
                account per Fund and the financial institution or service
                organization has entered into the appropriate agreements with
                the distributor. Section 403(b) plans sponsored by public
                educational institutions are not eligible for a sales charge
                exception based on the aggregate investment made by the plan or
                the number of eligible employees. Purchases of AIM Small Cap
                Opportunities Fund by such plans are subject to initial sales
                charges;

        o       Shareholders of record or discretionary advised clients of any
                investment advisor holding shares of AIM Weingarten Fund or AIM
                Constellation Fund on September 8, 1986, or of AIM Charter Fund
                on November 17, 1986, who have continuously owned shares having
                a market value of at least $500 and who purchase additional
                shares of the same Fund;

        o       Shareholders of record of Advisor Class shares of AIM
                International Growth Fund or AIM Worldwide Growth Fund on
                February 12, 1999 who have continuously owned shares of the AIM
                Funds.

        o       Unitholders of G/SET series unit investment trusts investing
                proceeds from such trusts in shares of AIM Weingarten Fund or
                AIM Constellation Fund; provided, however, prior to the
                termination date of the trusts, a unitholder may invest proceeds
                from the redemption or repurchase of his units only when the
                investment in shares of AIM Weingarten Fund and AIM
                Constellation Fund is effected within 30 days of the redemption
                or repurchase;

        o       A shareholder of a fund that merges or consolidates with an AIM
                Fund or that sells its assets to an AIM Fund in exchange for
                shares of an AIM Fund;

        o       Shareholders of the GT Global funds as of April 30, 1987 who
                since that date continually have owned shares of one or more of
                these funds; and

        o       Certain former AMA Investment Advisers' shareholders who became
                shareholders of the AIM Global Health Care Fund in October 1989,
                and who have continuously held shares in the GT Global funds
                since that time.

        o       Shareholders of record of Advisor Class shares of an AIM Fund on
                February 11, 2000 who have continuously owned shares of that AIM
                Fund, and who purchase additional shares of that AIM Fund.


        As used above, immediate family includes an individual and his or her
spouse, children, parents and parents of spouse.


                                       61
<PAGE>   550

                   CONTINGENT DEFERRED SALES CHARGE EXCEPTIONS


         Former GT Global funds Class A shares that are subject to a contingent
deferred sales charge and that were purchased before June 1, 1998 are entitled
to the following waivers from the contingent deferred sales charge otherwise due
upon redemption: (1) minimum required distributions made in connection with an
IRA, Keogh Plan or custodial account under Section 403(b) of the Code or other
retirement plan following attainment of age 70 1/2; (2) total or partial
redemptions resulting from a distribution following retirement in the case of a
tax-qualified employer-sponsored retirement plan; (3) when a redemption results
from a tax-free return of an excess contribution pursuant to Section 408(d)(4)
or (5) of the Code or from the death or disability of the employee; (4)
redemptions pursuant to a Fund's right to liquidate a shareholder's account
involuntarily; (5) redemptions pursuant to distributions from a tax-qualified
employer-sponsored retirement plan, which is invested in the former GT Global
funds, which are permitted to be made without penalty pursuant to the Code,
other than tax-free rollovers or transfers of assets, and the proceeds of which
are reinvested in the former GT Global funds; (6) redemptions made in connection
with participant-directed exchanges between options in an employer-sponsored
benefit plan; (7) redemptions made for the purpose of providing cash to fund a
loan to a participant in a tax-qualified retirement plan; (8) redemptions made
in connection with a distribution from any retirement plan or account that is
permitted in accordance with the provisions of Section 72(t)(2) of the Code, and
the regulations promulgated thereunder; (9) redemptions made in connection with
a distribution from any retirement plan or account that involves the return of
an excess deferral amount pursuant to Section 401(k)(8) or Section 402(g)(2) of
the Code; (10) redemptions made in connection with a distribution from a
qualified profit-sharing or stock bonus plan described in Section 401(k) of the
Code to a participant or beneficiary under Section 401(k)(2)(B)(IV) of the Code
upon hardship of the covered employee (determined pursuant to Treasury
Regulation Section 1.401(k)-1(d)(2)); and (11) redemptions made by or for the
benefit of certain states, counties or cities, or any instrumentalities,
departments or authorities thereof where such entities are prohibited or limited
by applicable law from paying a sales charge or commission.



         Former GT Global funds Class B shares purchased before June 1, 1998 are
subject to the following waivers from the contingent deferred sales charge
otherwise due upon redemption in addition to the waivers provided for
redemptions of currently issued Class B shares as described in a 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) redemptions pursuant to distributions from a
tax-qualified employer-sponsored retirement plan, which is invested in the
former GT Global funds, which are permitted to be made without penalty pursuant
to the Code, other than tax-free rollovers or transfers of assets, and the
proceeds of which are reinvested in the former GT Global funds; (4) redemptions
made in connection with participant-directed exchanges between options in an
employer-sponsored benefit plan; (5) redemptions made for the purpose of
providing cash to fund a loan to a participant in a tax-qualified retirement
plan; (6) redemptions made in connection with a distribution from any retirement
plan or account that is permitted in accordance with the provisions of Section
72(t)(2) of the Code, and the regulations promulgated thereunder; (7)
redemptions made in connection with a distribution from a qualified
profit-sharing or stock bonus plan described in Section 401(k) of the Code to a
participant or beneficiary under Section 401(k)(2)(B)(IV) of the Code upon
hardship of the covered employee (determined pursuant to Treasury Regulation
Section 1.401(k)-1(d)(2)); and (8) redemptions made by or for the benefit of
certain states, counties or cities, or any instrumentalities, departments or
authorities thereof where such entities are prohibited or limited by applicable
law from paying a sales charge or commission.


                                       62
<PAGE>   551

         CDSCs will not apply to the following:


         o        Additional purchases of Class C shares of AIM Advisor Flex
                  Fund, AIM Advisor International Value Fund, AIM Advisor Large
                  Cap Value Fund and AIM Advisor Real Estate Fund by
                  shareholders of record on April 30, 1995, of these Funds,
                  except that shareholders whose broker-dealers maintain a
                  single omnibus account with AFS on behalf of those
                  shareholders, perform sub-accounting functions with respect to
                  those shareholders, and are unable to segregate shareholders
                  of record prior to April 30, 1995, from shareholders whose
                  accounts were opened after that date will be subject to a CDSC
                  on all purchases made after March 1, 1996;

         o        Redemptions following the death or post-purchase disability of
                  (1) any registered shareholders on an account or (2) a settlor
                  of a living trust, of shares held in the account at the time
                  of death or initial determination of post-purchase disability;

         o        Certain distributions from individual retirement accounts,
                  Section 403(b) retirement plans, Section 457 deferred
                  compensation plans and Section 401 qualified plans, where
                  redemptions result from (i) required minimum distributions to
                  plan participants or beneficiaries who are age 70-1/2 or
                  older, and only with respect to that portion of such
                  distributions that does not exceed 12% annually of the
                  participant's or beneficiary's account value in a particular
                  AIM Fund; (ii) in kind transfers of assets where the
                  participant or beneficiary notifies the distributor of the
                  transfer no later than the time the transfer occurs; (iii)
                  tax-free rollovers or transfers of assets to another plan of
                  the type described above invested in Class B or Class C shares
                  of one or more of the AIM Funds; (iv) tax-free returns of
                  excess contributions or returns of excess deferral amounts;
                  and (v) distributions on the death or disability (as defined
                  in the Internal Revenue Code of 1986, as amended) of the
                  participant or beneficiary;


         o        Amounts from a Systematic Withdrawal Plan of up to an annual
                  amount of 12% of the account value on a per fund basis, at the
                  time the withdrawal plan is established, provided the investor
                  reinvests his dividends;


         o        Liquidation by the Fund when the account value falls below the
                  minimum required account size of $500;


         o        Investment account(s) of AIM; and


         o        Class C shares where the investor's dealer of record notifies
                  the distributor prior to the time of investment that the
                  dealer waives the payment otherwise payable to him.

         Upon the redemption of shares of funds in sales charge Categories I and
II (see "Sales Charges and Dealer Concessions") purchased in amounts of $1
million or more, no CDSC will be applied in the following situations:

         o        Shares held more than 18 months;

         o        Redemptions from employee benefit plans designated as
                  qualified purchasers, as defined above, where the redemptions
                  are in connection with employee terminations or withdrawals,
                  provided the total amount invested in the plan is at least
                  $1,000,000; the sponsor signs a $1 million LOI; or the
                  employer-sponsored plan has at least 100 eligible employees;
                  provided, however, that 403(b) plans sponsored by public
                  educational institutions shall qualify for the CDSC waiver on
                  the basis of the value of each plan participant's aggregate
                  investment in the AIM Funds, and not on the aggregate
                  investment made by the plan or on the number of eligible
                  employees;



                                       63
<PAGE>   552

         o        Private foundations or endowment funds;

         o        Redemption of shares by the investor where the investor's
                  dealer waives the amounts otherwise payable to it by the
                  distributor and notifies the distributor prior to the time of
                  investment; and


         o        Shares acquired by exchange from Class A shares of funds in
                  sales charge Categories I and II unless the shares acquired by
                  exchange are redeemed within 18 months of the original
                  purchase of the Class A shares.



                        HOW TO PURCHASE AND REDEEM SHARES


         A complete description of the manner by which shares of each Fund may
be purchased appears in the Prospectus under the heading "Purchasing Shares-How
to Purchase Shares."

         The sales charge normally deducted on purchases of Class A shares of
the Funds is used to compensate AIM Distributors and participating dealers for
their expenses incurred in connection with the distribution of such shares.
Since there is little expense associated with unsolicited orders placed directly
with AIM Distributors by persons who, because of their relationship with the
Funds or with AIM and its affiliates, are familiar with the Funds, or whose
programs for purchase involve little expense (e.g., because of the size of the
transaction and shareholder records required), AIM Distributors believes that it
is appropriate and in the Funds' best interests that such persons be permitted
to purchase Class A shares of the Funds through AIM Distributors without payment
of a sales charge. The persons who may purchase Class A shares of the Funds
without a sales charge are listed under the caption "Reductions in Initial Sales
Charges - Purchases at Net Asset Value."


         Complete information concerning the method of exchanging shares of the
Funds for shares of the other AIM Funds is set forth in the Prospectus under the
heading "Exchanging Shares."


         Information concerning redemption of the Funds' shares is set forth in
each Fund's Prospectus under the caption "Redeeming Shares." Shares of the AIM
Funds may be redeemed directly through AIM Distributors or through any dealer
who has entered into an agreement with AIM Distributors. In addition to the
Funds' obligation to redeem shares, AIM Distributors may also repurchase shares
as an accommodation to shareholders. To effect a repurchase, those dealers who
have executed Selected Dealer Agreements with AIM Distributors must phone orders
to the order desk of the Fund telephone: or (800) 347-4246 and guarantee
delivery of all required documents in good order. A repurchase is effected at
the net asset value of the Fund next determined after such order is received.
Such arrangement is subject to timely receipt by AFS of all required documents
in good order. If such documents are not received within a reasonable time after
the order is placed, the order is subject to cancellation. While there is no
charge imposed by the Funds or by AIM Distributors (other than any applicable
CDSC) when shares are redeemed or repurchased, dealers may charge a fair service
fee for handling the transaction. AIM intends to redeem all shares of the Funds
in cash


         The right of redemption may be suspended or the date of payment
postponed when (a) trading on the New York Stock Exchange ("NYSE") is
restricted, as determined by applicable rules and regulations of the SEC, (b)
the NYSE is closed for other than customary weekend and holiday closings, (c)
the SEC has by order permitted such suspension, or (d) an emergency as
determined by the SEC exists making disposition of portfolio securities or the
valuation of the net assets of a Fund not reasonably practicable.



                                       64
<PAGE>   553

BACKUP WITHHOLDING


         Accounts submitted without a correct, certified taxpayer identification
number or, alternatively, a completed Internal Revenue Service ("IRS") Form W-8
(for non-resident aliens) or Form W-9 (certifying exempt status) accompanying
the registration information will generally be subject to backup withholding.

         Each AIM Fund, and other payers, must, according to IRS regulations,
withhold 31% of redemption payments and reportable dividends (whether paid or
accrued) in the case of any shareholder who fails to provide the Fund with a
taxpayer identification number ("TIN") and a certification that he is not
subject to backup withholding.


         An investor is subject to backup withholding if:

         (1)      the investor fails to furnish a correct TIN to the Fund, or


         (2)      the IRS notifies the Fund that the investor furnished an
                  incorrect TIN, or


         (3)      the investor or the Fund is notified by the IRS that the
                  investor is subject to backup withholding because the investor
                  failed to report all of the interest and dividends on such
                  investor's tax return (for reportable interest and dividends
                  only), or


         (4)      the investor fails to certify to the Fund that the investor is
                  not subject to backup withholding under (3) above (for
                  reportable interest and dividend accounts opened after 1983
                  only), or

         (5)      the investor does not certify his TIN. This applies only to
                  non-exempt mutual fund accounts opened after 1983.

          Interest and dividend payments are subject to backup withholding in
all five situations discussed above. Redemption proceeds and long-term gain
distributions are subject to backup withholding only if (1) (2) or (5) above
applies.


          Certain payees and payments are exempt from backup withholding and
information reporting. A complete listing of such exempt entities appears in the
Instructions for the Requester of Form W-9 (which can be obtained from the IRS)
and includes, among others, the following:

     o   a corporation


     o   an organization exempt from tax under Section 501(a), an
         individual retirement plan (IRA), or a custodial account under Section
         403(b)(7)


     o   the United States or any of its agencies or instrumentalities

     o   a state, the District of Columbia, a possession of the United States,
         or any of their political subdivisions or instrumentalities

     o   a foreign government or any of its political subdivisions, agencies or
         instrumentalities

     o   an international organization or any of its agencies or
         instrumentalities

     o   a foreign central bank of issue

     o   a dealer in securities or commodities required to register in the U.S.
         or a possession of the U.S.

     o   a futures commission merchant registered with the Commodity Futures
         Trading Commission

     o   a real estate investment trust


                                       65
<PAGE>   554
     o   an entity registered at all times during the tax year under the 1940
         Act


     o   a common trust fund operated by a bank under Section 584(a)


     o   a financial institution

     o   a middleman known in the investment community as a nominee or listed in
         the most recent publication of the American Society of Corporate
         Secretaries, Inc., Nominee List


     o   a trust exempt from tax under Section 664 or described in Section 4947


         Investors should contact the IRS if they have any questions concerning
entitlement to an exemption from backup withholding.

NOTE: Section references are to sections of the Code.


         IRS PENALTIES -- Investors who do not supply the AIM Funds with a
correct TIN will be subject to a $50 penalty imposed by the IRS unless such
failure is due to reasonable cause and not willful neglect. If an investor
falsifies information on this form or makes any other false statement resulting
in no backup withholding on an account which should be subject to backup
withholding, such investor may be subject to a $500 penalty imposed by the IRS
and to certain criminal penalties including fines and/or imprisonment.

         NONRESIDENT ALIENS -- Nonresident alien individuals and foreign
entities are not subject to the backup withholding previously discussed, but
must certify their foreign status by attaching IRS Form W-8 to their
application. Form W-8 remains in effect for three calendar years beginning with
the calendar year in which it is received by the Fund. Such shareholders may,
however, be subject to federal income tax withholding at a 30% rate on ordinary
income dividends and distributions and return of capital distributions. Under
applicable treaty law, residents of treaty countries may qualify for a reduced
rate of withholding or a withholding exemption.



                          NET ASSET VALUE DETERMINATION


         The net asset value per share of each Fund is normally determined once
daily as of the close of the customary trading session of the NYSE (generally
4:00 p.m. Eastern time) on each business day of the Fund. In the event the NYSE
closes early (i.e., before 4:00 p.m. Eastern time) on a particular day, the net
asset value of a Fund share is determined as of the close of the NYSE on such
day. Net asset value per share is determined by dividing the value of each Theme
Portfolio's securities, cash and other assets (including interest accrued but
not collected) attributable to a particular class, less all its liabilities
(including accrued expenses and dividends payable) attributable to that class,
by the total number of shares outstanding of that class. Determination of each
Fund's net asset value per share is made in accordance with generally accepted
accounting principles.


         Each equity security held by a Theme Portfolio is valued at its last
sales price on the exchange where the security is principally traded or, lacking
any sales on a particular day, the security is valued at the last available bid.
Each security traded in the over-the-counter market (but not including
securities reported on the NASDAQ National Market System) is valued at the mean
between the last bid and asked prices based upon quotes furnished by market
makers for such securities. Each security reported on the NASDAQ National Market
System is valued at the last sales price on the valuation date or absent a last
sales price, at the mean between the closing bid and asked prices on that day.
Debt securities are valued on the basis of prices provided by an independent
pricing service. Prices provided by the pricing service may be determined
without exclusive reliance on quoted prices, and may reflect appropriate factors
such as institution-size trading in similar groups of securities, developments
related to special securities, yield, quality, coupon rate, maturity, type of
issue, individual trading characteristics and other market data. Securities for
which market quotations are not readily available or are questionable are


                                       66
<PAGE>   555

valued at fair value as determined in good faith by or under the supervision of
the Trust's officers in a manner specifically authorized by the Board of
Trustees. Short-term obligations having 60 days or less to maturity are valued
on the basis of amortized cost. For purposes of determining net asset value per
share, futures and options contracts generally will be valued 15 minutes after
the close of the customary trading session of the NYSE.


         Generally, trading in foreign securities, corporate bonds, U.S.
Government securities and money market instruments is substantially completed
each day at various times prior to the close of the customary trading session of
the NYSE. The values of such securities used in computing the net asset value of
each Fund's shares are determined at such times. Foreign currency exchange rates
are also generally determined prior to the close of the NYSE. Occasionally,
events affecting the values of such securities and such exchange rates may occur
between the times at which such values are determined and the close of the
customary trading session of the NYSE which will not be reflected in the
computation of a Fund's net asset value. If events materially affecting the
value of such securities occur during such period, then these securities will be
valued at their fair value as determined in good faith by or under the
supervision of the Board of Trustees of the Fund and the Portfolio.



                    DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS

REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS


          Income dividends and capital gains distributions are automatically
reinvested in additional shares of the same class of each Fund unless the
shareholder has requested in writing to receive such dividends and distributions
in cash or that they be invested in shares of another AIM Fund, subject to the
terms and conditions set forth in "Shareholder Information-Purchasing
Shares-Special Plans-Automatic Dividend Investment." If a shareholder's account
does not have any shares in it on a dividend or capital gains distribution
payment date, the dividend or distribution will be paid in cash whether or not
the shareholder has elected to have such dividends or distributions reinvested.


TAX MATTERS

          The following is only a summary of certain additional tax
considerations generally affecting the Funds and their shareholders that are not
described in the Prospectus. No attempt is made to present a detailed
explanation of the tax treatment of each Fund or its shareholders, and the
discussion here and in the Prospectus is not intended as a substitute for
careful tax planning.

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"); and (2) the
Diversification Requirements. 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.



                                       67
<PAGE>   556

         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 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 and Technology 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.

REINSTATEMENT PRIVILEGE


         For federal income tax purposes, exercise of your reinstatement
privilege may increase the amount of gain or reduce the amount of loss
recognized in the original redemption transaction, because the initial sales
charge will not be taken into account in determining such gain or loss to the
extent there has been a reduction in the initial sales charge payable upon
reinstatement. Wash sale rules may also limit the amount of loss recognized.


TAXATION OF CERTAIN INVESTMENT ACTIVITIES

         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 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


                                       68
<PAGE>   557

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 foreign tax credit limitation and will be able to claim a foreign tax
credit without having to file the Form 1116 that otherwise is required.


         Passive Foreign Investment Companies. Each Theme Portfolio 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
Theme Portfolio is a U.S. shareholder (effective with respect to each Fund for
their taxable year beginning November 1, 1999)--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.


                                       69
<PAGE>   558


         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).

         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--20% (10% for non-corporate taxpayers in the 15%
marginal tax bracket) for gain recognized on capital assets held for more than
12 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 unless the closed transaction exception applies. 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 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 that 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 federal alternative minimum tax. The Funds other than the [ ]
Fund are not expected to pay dividends eligible for that deduction.



                                       70
<PAGE>   559

         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 at
the date of this Statement of Additional Information. Investors are urged to
consult their own tax advisors for more detailed information and for information
regarding any foreign, state and local taxes applicable to distributions
received from a Fund.


                             SHAREHOLDER INFORMATION

         This information supplements the discussion in each Fund's Prospectus
under the title "Shareholder Information."


         TIMING OF PURCHASE ORDERS. It is the responsibility of the dealer to
ensure that all orders are transmitted on a timely basis to the Transfer Agent.
Any loss resulting from the dealer's failure to submit an order within the
prescribed time frame will be borne by that dealer. If a check used to purchase
shares does not clear, or if any investment order must be canceled due to
nonpayment, the investor will be responsible for any resulting loss to an AIM
Fund or to AIM Distributors.

         SHARE CERTIFICATES. AIM Funds will issue share certificates upon
written request to AFS. Otherwise, shares are held on the shareholder's behalf
and recorded on the Fund books. AIM Funds will not issue certificates for shares
held in prototype retirement plans.

         SYSTEMATIC WITHDRAWAL PLAN. Under a Systematic Withdrawal Plan, all
shares are to be held by the Transfer Agent and all dividends and distributions
are reinvested in shares of the applicable AIM Fund by the Transfer Agent. To
provide funds for payments made under the Systematic Withdrawal Plan, the
Transfer Agent redeems sufficient full and fractional shares at their net asset
value in effect at the time of each such redemption.

         Payments under a Systematic Withdrawal Plan constitute taxable events.
Since such payments are funded by the redemption of shares, they may result in a
return of capital and in capital gains or losses, rather than in ordinary
income. Because sales charges are imposed on additional purchases of shares
(other than Class B or Class C Shares of the AIM Funds and AIM Cash Reserve
Share of AIM Money Market Fund), it is disadvantageous to effect such purchases
while a Systematic Withdrawal Plan is in effect.


         Each AIM Fund bears its share of the cost of operating the Systematic
Withdrawal Plan.


         TERMS AND CONDITIONS OF EXCHANGE. Normally, shares of an AIM Fund to be
acquired by exchange are purchased at their net asset value or applicable
offering price, as the case may be, determined on the date that such request is
received, but under unusual market conditions such purchases may be delayed for
up to five business days if it is determined that a fund would be



                                       71
<PAGE>   560


materially disadvantaged by an immediate transfer of the proceeds of the
exchange. If a shareholder is exchanging into a fund paying daily dividends, and
the release of the exchange proceeds is delayed for the foregoing five-day
period, such shareholder will not begin to accrue dividends until the sixth
business day after the exchange.

         EXCHANGES BY TELEPHONE. AIM Distributors has made arrangements with
certain dealers and investment advisory firms to accept telephone instructions
to exchange shares between any of the AIM Funds. AIM Distributors reserves the
right to impose conditions on dealers or investment advisors who make telephone
exchanges of shares of the funds, including the condition that any such dealer
or investment advisor enter into an agreement (which contains additional
conditions with respect to exchanges of shares) with AIM Distributors. To
exchange shares by telephone, a shareholder, dealer or investment advisor who
has satisfied the foregoing conditions must call AFS at (800) 959-4246. If a
shareholder is unable to reach AFS by telephone, he may also request exchanges
by telegraph or use overnight courier services to expedite exchanges by mail,
which will be effective on the business day received by the Transfer Agent as
long as such request is received prior to NYSE Close. The Transfer Agent and AIM
Distributors may in certain cases be liable for losses due to unauthorized or
fraudulent transactions if they do not follow reasonable procedures for
verification of telephone transactions. Such reasonable procedures may include
recordings of telephone transactions (maintained for six months), requests for
confirmation of the shareholder's Social Security Number and current address,
and mailings of confirmations promptly after the transaction.



         By signing an account application form, an investor appoints the
Transfer Agent as his true and lawful attorney-in-fact to surrender for
redemption any and all unissued shares held by the Transfer Agent in the
designated account(s), or in any other account with any of the AIM Funds,
present or future, which has the identical registration as the designated
account(s), with full power of substitution in the premises. The Transfer Agent
and AIM Distributors are thereby authorized and directed to accept and act upon
any telephone redemptions of shares held in any of the account(s) listed, from
any person who requests the redemption proceeds to be applied to purchase shares
in any one or more of the AIM Funds, provided that such fund is available for
sale and provided that the registration and mailing address of the shares to be
purchased are identical to the registration of the shares being redeemed. An
investor acknowledges by signing the form that he understands and agrees that
the Transfer Agent and AIM Distributors may not be liable for any loss, expense
or cost arising out of any telephone exchange requests effected in accordance
with the authorization set forth in these instructions if they reasonably
believe such request to be genuine, but may in certain cases be liable for
losses due to unauthorized or fraudulent transactions. Procedures for
verification of telephone transactions may include recordings of telephone
transactions (maintained for six months), requests for confirmation of the
shareholder's Social Security Number and current address, and mailings of
confirmations promptly after the transactions. The Transfer Agent reserves the
right to modify or terminate the telephone exchange privilege at any time
without notice. An investor may elect not to have this privilege by marking the
appropriate box on the application. Then any exchanges must be effected in
writing by the investor.



         REDEMPTIONS BY TELEPHONE. By signing an account application form, an
investor appoints the Transfer Agent as his true and lawful attorney-in-fact to
surrender for redemption any and all unissued shares held by the Transfer Agent
in the designated account(s), present or future, with full power of substitution
in the premises. The Transfer Agent and AIM Distributors are thereby authorized
and directed to accept and act upon any telephone redemptions of shares held in
any of the account(s) listed, from any person who requests the redemption. An
investor acknowledges by signing the form that he understands and agrees that
the Transfer Agent and AIM Distributors may not be liable for any loss, expense
or cost arising out of any telephone redemption requests effected in accordance
with the authorization set forth in these instructions if they reasonably
believe such request to be genuine, but may in certain cases be liable for
losses due to unauthorized or fraudulent transactions. Procedures for
verification of telephone transactions may include recordings of telephone
transactions (maintained for six months), requests for confirmation of the
shareholder's Social Security Number and current address, and mailings of
confirmations promptly after the transaction. The Transfer Agent reserves the
right to cease to act as attorney-in-fact subject to this appointment, and AIM
Distributors reserves the right to modify or terminate the telephone redemption
privilege at any time



                                       72
<PAGE>   561

without notice. An investor may elect not to have this privilege by marking the
appropriate box on the application. Then any redemptions must be effected in
writing by the investor.


         SIGNATURE GUARANTEES. In addition to those circumstances listed in the
"Shareholder Information" section of each Fund's prospectus, signature
guarantees are required in the following situations: (1) requests to transfer
the registration of shares to another owner; (2) telephone exchange and
telephone redemption authorization forms; (3) changes in previously designated
wiring or electronic funds transfer instructions; and (4) written redemptions or
exchanges of shares previously reported as lost, whether or not the redemption
amount is under $50,000 or the proceeds are to be sent to the address of record.
AIM Funds may waive or modify any signature guarantee requirements at any time.

         Acceptable guarantors include banks, broker-dealers, credit unions,
national securities exchanges, savings associations and any other organization,
provided that such institution or organization qualifies as an "eligible
guarantor institution" as that term is defined in rules adopted by the SEC, and
further provided that such guarantor institution is listed in one of the
reference guides contained in the Transfer Agent's current Signature Guarantee
Standards and Procedures, such as certain domestic banks, credit unions,
securities dealers, or securities exchanges. The Transfer Agent will also accept
signatures with either: (1) a signature guaranteed with a medallion stamp of the
STAMP Program, or (2) a signature guaranteed with a medallion stamp of the NYSE
Medallion Signature Program, provided that in either event, the amount of the
transaction involved does not exceed the surety coverage amount indicated on the
medallion. For information regarding whether a particular institution or
organization qualifies as an "eligible guarantor institution," an investor
should contact the Client Services Department of AFS.

         TRANSACTIONS BY INTERNET. An investor may effect transactions in his
account through the Internet by selecting the AIM Internet Connect option on his
completed account application form or completing an AIM Internet Connect
Authorization Form. By signing either form the investor acknowledges and agrees
that the Transfer Agent and AIM Distributors will not be liable for any loss,
expense or cost arising out of any internet transaction effected in accordance
with the instructions set forth in the forms if they reasonably believe such
request to be genuine. Procedures for verification of internet transactions
include requests for confirmation of the shareholder's personal identification
number and mailing of confirmations promptly after the transactions. The
investor also acknowledges that (1) if he no longer wants the AIM Internet
Connect option, he will notify the Transfer Agent in writing, and (2) the AIM
Internet Connect option may be terminated at any time by the AIM Funds.


         DIVIDENDS AND DISTRIBUTIONS. In determining the amount of capital
gains, if any, available for distribution, net capital gains are offset against
available net capital losses, if any, carried forward from previous fiscal
periods.

         For funds that do not declare a dividend daily, such dividends and
distributions will be reinvested at the net asset value per share determined on
the ex-dividend date. For funds that declare a dividend daily, such dividends
and distributions will be reinvested at the net asset value per share determined
on the payable date.


         Dividends on Class B and Class C shares are expected to be lower than
those for Class A shares or AIM Cash Reserve Shares because of higher
distribution fees paid by Class B and Class C shares. Dividends on all shares
may also be affected by other class-specific expenses.


         Changes in the form of dividend and distribution payments may be made
by the shareholder at any time by notice to the Transfer Agent and are effective
as to any subsequent payment if such notice is received by the Transfer Agent
prior to the record date of such payment. Any dividend and distribution election
remains in effect until the Transfer Agent receives a revised written election
by the shareholder.

         Any dividend or distribution paid by a fund which does not declare
dividends daily has the effect of reducing the net asset value per share on the
ex-dividend date by the amount of the dividend or distribution. Therefore, a
dividend or


                                       73
<PAGE>   562

distribution declared shortly after a purchase of shares by an investor would
represent, in substance, a return of capital to the shareholder with respect to
such shares even though it would be subject to income taxes.


                            MISCELLANEOUS INFORMATION

CHARGES FOR CERTAIN ACCOUNT INFORMATION

         The Transfer Agent may impose certain copying charges for requests for
copies of shareholder account statements and other historical account
information older than the current year and the immediately preceding year.

CUSTODIAN AND TRANSFER AGENT

         State Street Bank and Trust Company (the "Custodian"), 225 Franklin
Street, Boston, Massachusetts 02110, is custodian of all securities and cash of
the Funds. The Custodian attends to the collection of principal and income, pays
and collects all monies for securities bought and sold by the Funds and performs
certain other ministerial duties. AIM Fund Services, Inc., a wholly owned
subsidiary of AIM, 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173, acts
as transfer and dividend disbursing agent for the Funds. These services do not
include any supervisory function over management or provide any protection
against any possible depreciation of assets. The Funds pay the Custodian and the
Transfer Agent such compensation as may be agreed upon from time to time.

INDEPENDENT ACCOUNTANTS

         The Trust's and Theme Portfolios' independent accountants are
PricewaterhouseCoopers LLP. PricewaterhouseCoopers LLP 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 Trust and Global Investment Portfolio as to matters of
accounting, regulatory filings, and federal and state income taxation.

         The audited financial statements of the Trust included in this
Statement of Additional Information have been examined by PricewaterhouseCoopers
LLP, 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.

LEGAL MATTERS

         The law firm of Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue,
N.W., Washington, D.C. 20036-1800, acts as counsel to the Trust and the Funds.

SHAREHOLDER LIABILITY

         Under Delaware law, the shareholders of the Trust enjoy the same
limitations extended to shareholders of private, for-profit corporations. There
is a remote possibility, however, that under certain circumstances shareholders
of the Trust may be held personally liable for the Trust's obligations. However,
the Trust Agreement disclaims shareholder liability for acts or obligations of
the Trust and requires that notice of such disclaimer be given in each
agreement, obligation or instrument entered into or executed by the Trust or a
trustee. If a shareholder is held personally liable for the obligations of the
Trust, the Trust Agreement provides that the shareholder shall be entitled out
of the assets belonging to the applicable Fund (or allocable to the applicable
Class), to be held harmless from and indemnified against all loss and expense
arising from such liability in accordance with the Trust's Bylaws and applicable
law. Thus, the risk of a shareholder incurring financial loss on account of such
liability is limited to circumstances in which the Trust itself would be unable
to meet its obligations and where the other party was held not to be bound by
the disclaimer.



                                       74
<PAGE>   563

SPECIAL SERVICING AGREEMENT

         Subject to receipt of an exemptive order from the SEC, the Funds will
be parties to a Special Servicing Agreement ("Agreement") among the Trust on
behalf of the Funds, AIM Series Trust on behalf of its sole series, AIM Global
Trends Fund ("Global Trends Fund"), AIM and AFS. The Agreement will provide
that, if the Trust's Board of Trustees determines that a Fund's share of the
aggregate expenses of Global Trends Fund is less than the estimated savings to
the Fund from the operation of Global Trends Fund, the Fund will bear those
expenses in proportion to the average daily value of its shares owned by Global
Trends 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 Global Trends Fund are
expected to be sufficient to offset most, if not all, of the expenses incurred
by that Fund.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES


         To the best knowledge of the Trust, the names and addresses of the
holders of 5% or more of the outstanding shares of any class of each Fund's
equity securities as of February 14, 2000, and the percentage of the outstanding
shares held by such holders are set forth below:




<TABLE>
<CAPTION>
                                                                                       PERCENT          PERCENT
                                                                                      OWNED OF         OWNED OF
                                               NAME AND ADDRESS                        RECORD          RECORD AND
FUND                                           OF RECORD OWNER                          ONLY*         BENEFICIALLY
- ----                                           ----------------                         -----         ------------
<S>                                          <C>                                       <C>          <C>
Consumer Products and Services Fund -
   Class B                                     Merrill Lynch Pierce Fenner & Smith       7.10%             -0-
                                               FBO The Sole Benefit of Customers
                                               Attn: Fund Administrator
                                               4800 Deer Lake Dr East 2nd Floor
                                               Jacksonville, FL 32246


Consumer Products and Services Fund -
   Class C                                     Merrill Lynch Pierce Fenner & Smith      28.40%             -0-
                                               FBO The Sole Benefit of Customers
                                               Attn: Fund Administrator
                                               4800 Deer Lake Dr East 2nd Floor
                                               Jacksonville, FL 32246

                                               Salomon Smith Barney Inc.                 5.20%             -0-
                                               333 West 34th Street - 3rd Floor
                                               New York, NY 10001


Financial Services Fund -
   Class A                                     Merrill Lynch Pierce Fenner & Smith      11.60%             -0-
                                               FBO The Sole Benefit of Customers
                                               Attn: Fund Administrator
                                               4800 Deer Lake Dr East 2nd Floor
                                               Jacksonville, FL 32246

Financial Services Fund -
   Class B                                     Merrill Lynch Pierce Fenner & Smith      12.50%             -0-
                                               FBO The Sole Benefit of Customers
                                               Attn: Fund Administrator
                                               4800 Deer Lake Dr East 2nd Floor
                                               Jacksonville, FL 32246

Financial Services Fund -
   Class C                                     Merrill Lynch Pierce Fenner & Smith      26.70%             -0-
                                               FBO The Sole Benefit of Customers
                                               Attn: Fund Administrator
                                               4800 Deer Lake Dr East 2nd Floor
                                               Jacksonville, FL 32246


Health Care Fund -
   Class A                                     Merrill Lynch Pierce Fenner & Smith      12.70%             -0-
                                               FBO The Sole Benefit of Customers
                                               Attn: Fund Administrator
                                               4800 Deer Lake Dr East 2nd Floor
                                               Jacksonville, FL 32246
</TABLE>



                                       75
<PAGE>   564
<TABLE>
<CAPTION>
                                                                                       PERCENT          PERCENT
                                                                                       OWNED OF         OWNED OF
                                               NAME AND ADDRESS                        RECORD          RECORD AND
FUND                                           OF RECORD OWNER                          ONLY*         BENEFICIALLY
- ----                                           ----------------                         -----         ------------
<S>                                          <C>                                       <C>          <C>
Health Care Fund -
   Class B                                     Merrill Lynch Pierce Fenner & Smith        9.50%            -0-
                                               FBO The Sole Benefit of Customers
                                               Attn: Fund Administrator
                                               4800 Deer Lake Dr East 2nd Floor
                                               Jacksonville, FL 32246

Health Care Fund -
   Class C                                     Merrill Lynch Pierce Fenner & Smith       13.10%            -0-
                                               FBO The Sole Benefit of Customers
                                               Attn: Fund Administrator
                                               4800 Deer Lake Dr East 2nd Floor
                                               Jacksonville, FL 32246

Infrastructure Fund -
   Class B                                     Merrill Lynch Pierce Fenner & Smith        7.90%            -0-
                                               FBO The Sole Benefit of Customers
                                               Attn: Fund Administrator
                                               4800 Deer Lake Dr East 2nd Floor
                                               Jacksonville, FL 32246

Infrastructure Fund -
   Class C                                     Double John Partnership                   48.60%            -0-
                                               Attn: John Walker Gen Ptr
                                               8655 Camargo Rd
                                               Cincinnati, OH 45243

                                               Salomon Smith Barney Inc                  38.40%            -0-
                                               333 West 34th St - 3rd Floor
                                               New York, NY 10001

Resources Fund -
   Class B                                     Merrill Lynch Pierce Fenner & Smith        7.10%            -0-
                                               FBO The Sole Benefit of Customers
                                               Attn: Fund Administrator
                                               4800 Deer Lake Dr East 2nd Floor
                                               Jacksonville, FL 32246

Resources Fund -
   Class C                                     Huntleigh Securities                      16.20%            -0-
                                               Clinton C. Initial Cntrbtn Fnd
                                               8000 Maryland Ave
                                               St. Louis, MO  63105

                                               Huntleigh Securities                      16.10%            -0-
                                               ContributionFund
                                               8000 Maryland Ave
                                               St. Louis, MO  63105

                                               Huntleigh Securities                      12.30%            -0-
                                               Bond Co Initial Cont Fund
                                               8000 Maryland Ave
                                               St. Louis, MO  63105
</TABLE>



                                       76
<PAGE>   565


<TABLE>
<CAPTION>
                                                                                       PERCENT          PERCENT
                                                                                      OWNED OF         OWNED OF
                                               NAME AND ADDRESS                        RECORD          RECORD AND
FUND                                           OF RECORD OWNER                          ONLY*         BENEFICIALLY
- ----                                           ----------------                         -----         ------------
<S>                                          <C>                                       <C>          <C>

                                               NFSC FEBO # EBP-217620                    -0-              10.70%
                                               John C. Kristoff
                                               4 Sunset Dr
                                               Sterling, MA 01564

                                               NFSC FEBO # STL-037290                    -0-               9.70%
                                               NFSC/FMTC IRA Rollover
                                               FBO Joseph E. Nelson
                                               2545 Marcal Rd
                                               Birmingham, AL 35244

                                               NFSC FEBO # STL-115541                   7.40%               -0-
                                               Marilyn Stocks TTEE
                                               Daniel F and Mabel S Carrick Fam
                                               Tr "A", U/A 8/8/90
                                               2590 Bennett Ridge Rd
                                               Santa Rosa, CA 95404

                                               Painewebber for the Benefit of            -0-               6.30%
                                               Painewebber Cust - JT10008
                                               FBO Robert L Guynn
                                               P. O. Box 1108
                                               New York, NY 10268-1108

                                               Merrill Lynch Pierce Fenner & Smith      5.30%               -0-
                                               FBO The Sole Benefit of Customers
                                               Attn: Fund Administration
                                               4800 Deer Lake Dr East 2nd Floor
                                               Jacksonville, FL 32246


Telecommunications and Technology Fund -
   Class A                                     Merrill Lynch Pierce Fenner & Smith       9.0%               -0-
                                               FBO The Sole Benefit of Customers
                                               Attn: Fund Administration
                                               4800 Deer Lake Dr East 2nd Floor
                                               Jacksonville, FL 32246

Telecommunications and Technology Fund -
   Class B                                     Merrill Lynch Pierce Fenner & Smith     10.30%               -0-
                                               FBO The Sole Benefit of Customers
                                               Attn: Fund Administration
                                               4800 Deer Lake Dr East 2nd Floor
                                               Jacksonville, FL 32246

Telecommunications and Technology Fund -
   Class C                                     Merrill Lynch Pierce Fenner & Smith      8.90%               -0-
                                               FBO The Sole Benefit of Customers
                                               Attn: Fund Administration
                                               4800 Deer Lake Dr East 2nd Floor
                                               Jacksonville, FL 32246
</TABLE>



                                       77
<PAGE>   566

         As of February 14, 2000, the trustees and officers of the Trust owned
beneficially less than 1% of the outstanding shares of each class of Consumer
Products and Services Fund, Financial Services Fund, Health Care Fund,
Infrastructure Fund, Resources Fund and Telecommunications and Technology Fund.



                               INVESTMENT RESULTS

TOTAL RETURN QUOTATIONS

         The standard formula for calculating total return is as follows:
                                       n
                                P(1+T)    = ERV

           Where P      =  a hypothetical initial payment of $1,000.
                 T      =  average annual total return (assuming the
                           applicable maximum sales load is deducted at the
                           beginning of the 1, 5, or 10 year periods).
                 (n)    =  number of years.
                 ERV    =  ending redeemable value of a hypothetical $1,000
                           payment at the end of the 1, 5, or 10 year periods
                           (or fractional portion of such period).


         The standardized returns for the Class A shares for each of the named
Funds, stated as average annualized total returns for the periods shown, were:



<TABLE>
<CAPTION>
                                                   ONE             FIVE            TEN           SINCE
                                                   YEAR            YEARS          YEARS        INCEPTION*
                                                ----------      ----------      ----------     ----------
<S>                                            <C>             <C>             <C>           <C>
Consumer Products and Services Fund .......          35.84%          29.70%            N/A          29.69%
Financial Services Fund ...................          18.33%          19.07%            N/A          15.90%
Health Care Fund ..........................           0.51%          16.86%          13.23%         13.61%
Infrastructure Fund .......................          32.36%          13.11%            N/A          12.27%
Resources Fund ............................          13.02%           2.88%            N/A           2.89%
Telecommunications and Technology Fund ....          98.15%          24.80%            N/A          20.83%
</TABLE>



       * The inception dates for Class A shares of the Funds are as follows:
         Consumer Products and Services Fund 02/01/95, Financial Services Fund
         05/31/94, Health Care Fund 08/07/89, Infrastructure Fund 05/31/94,
         Resources Fund 05/31/94 and Telecommunications and Technology Fund
         01/27/92.



          The standardized returns for the Class B shares for each of the named
Funds, stated as average annualized total returns for the periods shown, were:



                                       78
<PAGE>   567

<TABLE>
<CAPTION>
                                                         ONE            FIVE           TEN          SINCE
                                                         YEAR           YEARS         YEARS       INCEPTION*
                                                       -------         -------       -------      ----------
<S>                                                   <C>             <C>           <C>          <C>
Consumer Products and Services Fund.................    36.91%          30.18%         N/A         30.23%
Financial Services Fund.............................    18.67%          19.47%         N/A         16.25%
Health Care Fund....................................     0.25%          17.21%         N/A         15.91%
Infrastructure Fund.................................    33.29%          13.43%         N/A         12.58%
Resources Fund......................................    13.23%           3.04%         N/A          3.14%
Telecommunications and Technology Fund..............   102.04%          25.25%         N/A         23.02%
</TABLE>




       * The inception dates for Class B shares of the Funds are as follows:
         Consumer Products and Services Fund 02/01/95, Financial Services Fund
         05/31/94, Health Care Fund 04/01/93, Infrastructure Fund 05/31/94,
         Resources Fund 05/31/94 and Telecommunications and Technology Fund
         04/01/93.




          The standardized returns for the Class C shares for each of the named
Funds, stated as aggregate total returns for the periods shown, were:




<TABLE>
<CAPTION>
                                                         ONE            FIVE           TEN          SINCE
                                                         YEAR           YEARS         YEARS       INCEPTION*
                                                       -------         -------       -------      ----------
<S>                                                   <C>             <C>           <C>          <C>
Consumer Products and Services Fund.................     N/A             N/A           N/A         43.07%
Financial Services Fund.............................     N/A             N/A           N/A         20.40%
Health Care Fund....................................     N/A             N/A           N/A          4.45%
Infrastructure Fund.................................     N/A             N/A           N/A         40.64%
Resources Fund......................................     N/A             N/A           N/A         26.10%
Telecommunications and Technology Fund..............     N/A             N/A           N/A         94.04%
</TABLE>



       * The inception date for Class C shares of Consumer Products and Services
         Fund, Financial Services Fund, Health Care Fund, Infrastructure Fund,
         Resources Fund and Telecommunications and Technology Fund is 03/01/99.


          Standard total return quotes may be accompanied by total return
figures calculated by alternative methods. For example, average annual total
return may be calculated without assuming payment of the full sales load
according to the following formula:
                                        n
                                 P(1+U)   = ERV

           Where P      =  a hypothetical initial payment of $1,000.
                 U      =  average annual total return assuming payment of
                           only a stated portion of, or none of, the applicable
                           maximum sales load at the beginning of the stated
                           period.
                 (n)    =  number of years.
                 ERV    =  ending  redeemable  value  of a  hypothetical
                           $1,000 payment  at the end of the  stated period.


          The average annual non-standardized returns for Class A shares for
each of the named Funds, stated as average annualized total returns for the
periods shown, were:




                                       79
<PAGE>   568


<TABLE>
<CAPTION>
                                                         ONE            FIVE           TEN          SINCE
                                                         YEAR           YEARS         YEARS       INCEPTION*
                                                       -------         -------       -------      ----------
<S>                                                   <C>             <C>           <C>          <C>
Consumer Products and Services Fund.................    42.62%          30.97%         N/A         30.95%
Health Care Fund....................................     5.52%          18.01%       13.78%        14.15%
Telecommunications and Technology Fund..............   108.08%          26.03%         N/A         21.57%
</TABLE>




       * The inception dates for Class A shares of the Funds are as follows:
         Consumer Products and Services Fund 02/01/95, Health Care Fund 08/07/89
         and Telecommunications and Technology Fund 01/27/92.



          The average annual non-standardized returns for Class B shares for
each of the named Funds, stated as average annualized total returns for the
periods shown, were:



<TABLE>
<CAPTION>
                                                         ONE            FIVE           TEN          SINCE
                                                         YEAR           YEARS         YEARS       INCEPTION*
                                                       -------         -------       -------      ----------
<S>                                                   <C>             <C>           <C>          <C>
Consumer Products and Services Fund.................    41.91%          30.32%         N/A         30.30%
Health Care Fund....................................     4.99%          17.42%         N/A         15.91%
Telecommunications and Technology Fund..............   107.04%          25.41%         N/A         23.02%
</TABLE>



       * The inception dates for Class B shares of the Funds are as follows:
         Consumer Products and Services Fund 02/01/95, Health Care Fund 04/01/93
         and Telecommunications and Technology Fund 04/01/93.



          The aggregate non-standardized returns for Class C shares for each of
the named Funds, stated as aggregate total returns for the periods shown, were:



<TABLE>
<CAPTION>
                                                         ONE            FIVE           TEN          SINCE
                                                         YEAR           YEARS         YEARS       INCEPTION*
                                                       -------         -------       -------      ----------
<S>                                                   <C>             <C>           <C>          <C>

Consumer Products and Services Fund.................     N/A             N/A           N/A         43.07%
Health Care Fund....................................     N/A             N/A           N/A          4.45%
Telecommunications and Technology Fund..............     N/A             N/A           N/A         94.04%
</TABLE>



       * The inception date for Class C shares Consumer Products and Services,
         Health Care Fund and Telecommunications and Technology Fund is
         03/01/99.



          The aggregate non-standardized returns for Class A shares for each of
the named Funds, stated as aggregate total returns for the periods shown, were:




<TABLE>
<CAPTION>
                                                         ONE            FIVE           TEN          SINCE
                                                         YEAR           YEARS         YEARS       INCEPTION*
                                                       -------         -------       -------      ----------
<S>                                                   <C>             <C>           <C>          <C>

Financial Services Fund.............................    18.33%         139.38%         N/A        128.01%
Infrastructure Fund.................................    32.36%          85.16%         N/A         90.87%
Resources Fund......................................    13.02%          15.24%         N/A         17.26%
</TABLE>




       * The inception dates for Class A shares of the Funds are as follows:
         Financial Services Fund 05/31/94, Infrastructure Fund 05/31/94 and
         Resources Fund 05/31/94.



          The aggregate non-standardized returns for Class B shares for each of
the named Funds, stated as aggregate total returns for the periods shown, were:



                                       80
<PAGE>   569


<TABLE>
<CAPTION>
                                                         ONE            FIVE           TEN          SINCE
                                                         YEAR           YEARS         YEARS       INCEPTION*
                                                       -------         -------       -------      ----------
<S>                                                   <C>             <C>           <C>          <C>
Financial Services Fund.............................    18.67%          43.38%         N/A        131.93%
Infrastructure Fund.................................    33.29%          87.75%         N/A         93.90%
Resources Fund......................................    13.23%          16.14%         N/A         18.83%
</TABLE>


      * The inception dates for Class B shares of the Funds are as follows:
        Financial Services Fund 05/31/94, Infrastructure Fund 05/31/94 and
        Resources Fund 05/31/94.


          The aggregate non-standardized returns for Class C shares for each of
the named Funds, stated as aggregate total returns for the periods shown, were:




<TABLE>
<CAPTION>
                                                         ONE            FIVE           TEN          SINCE
                                                         YEAR           YEARS         YEARS       INCEPTION*
                                                       -------         -------       -------      ----------
<S>                                                   <C>             <C>           <C>          <C>
Financial Services Fund.............................     N/A             N/A           N/A         20.40%
Infrastructure Fund.................................     N/A             N/A           N/A         40.64%
Resources Fund......................................     N/A             N/A           N/A         26.10%
</TABLE>




      * The inception date for Class C shares Financial Services Fund,
        Infrastructure Fund and Resources Fund is 03/01/99.


         Cumulative total return across a stated period may be calculated as
follows:

                                 P(1+V)(n) = ERV

           Where P     =   a hypothetical initial payment of $1,000.
                 V     =   cumulative total return assuming payment of all of,
                           a stated portion of, or none of, the applicable
                           maximum sales load at the beginning of the stated
                           period.
                 (n)   =   number of years.
                 ERV   =   ending  redeemable  value  of a  hypothetical  $1,000
                           payment  at the end of the  stated
                           period.


          The aggregate non-standardized returns (not taking sales charges into
account) for the Class A shares of for each of the named Funds, stated as
aggregate total returns for the periods shown, were:



<TABLE>
<CAPTION>
                                                         ONE            FIVE           TEN          SINCE
                                                         YEAR           YEARS         YEARS       INCEPTION*
                                                       -------         -------       -------      ----------
<S>                                                   <C>             <C>           <C>          <C>

Consumer Products and Services Fund.................    42.62%         285.40%         N/A        285.40%
Financial Services Fund.............................    24.24%         151.26%         N/A        139.38%
Health Care Fund....................................     5.52%         128.82%       263.76%      295.93%
Infrastructure Fund.................................    38.96%          94.43%         N/A        100.38%
Resources Fund......................................    18.69%          21.00%         N/A         23.11%
Telecommunications and Technology Fund..............   108.08%         217.95%         N/A        370.55%
</TABLE>



      * The inception dates for Class A shares of the Funds are as follows:
        Consumer Products and Services Fund 02/01/95, Financial Services Fund
        05/31/94, Health Care Fund 08/07/89, Infrastructure Fund 05/31/94,
        Resources Fund 05/31/94 and Telecommunications and Technology Fund
        01/27/92.



The aggregate non-standardized returns (not taking sales charges into account)
for the Class B shares for each of the named Funds, stated as aggregate total
returns for the periods shown, were:




                                       81
<PAGE>   570



<TABLE>
<CAPTION>
                                                         ONE            FIVE           TEN          SINCE
                                                         YEAR           YEARS         YEARS       INCEPTION*
                                                       -------         -------       -------      ----------
<S>                                                   <C>             <C>           <C>          <C>

Consumer Products and Services Fund.................    41.91%         275.90%         N/A        275.90%
Financial Services Fund.............................    23.97%         145.38%         N/A        132.93%
Health Care Fund....................................     4.99%         123.24%         N/A        170.96%
Infrastructure Fund.................................    38.29%          89.75%         N/A         94.90%
Resources Fund......................................    18.23%          18.14%         N/A         19.83%
Telecommunications and Technology Fund..............   107.04%         210.25%         N/A        304.84%
</TABLE>



      * The inception dates for Class B shares of the Funds are as follows:
        Consumer Products and Services Fund 02/01/95, Financial Services Fund
        05/31/94, Health Care Fund 04/01/93, Infrastructure Fund 05/31/94,
        Resources Fund 05/31/94 and Telecommunications and Technology Fund
        04/01/93.



          The aggregate non-standardized returns (not taking sales charges into
account) for the Class C shares for each of the named Funds, stated as aggregate
total returns for the periods shown, were:



<TABLE>
<CAPTION>
                                                         ONE            FIVE           TEN          SINCE
                                                         YEAR           YEARS         YEARS       INCEPTION*
                                                       -------         -------       -------      ----------
<S>                                                   <C>             <C>           <C>          <C>

Consumer Products and Services Fund.................     N/A             N/A           N/A         44.07%
Financial Services Fund.............................     N/A             N/A           N/A         21.40%
Health Care Fund....................................     N/A             N/A           N/A          5.40%
Infrastructure Fund.................................     N/A             N/A           N/A         41.64%
Resources Fund......................................     N/A             N/A           N/A         27.10%
Telecommunications and Technology Fund..............     N/A             N/A           N/A         95.04%
</TABLE>



      * The inception date for Class C shares of Consumer Products and Services
        Fund, Financial Services Fund, Health Care Fund, Infrastructure Fund,
        Resources Fund and Telecommunications and Technology Fund is 03/01/99.



          The aggregate standardized returns (taking sales charges into account)
for the Class A shares for each of the named Funds, stated as aggregate total
returns for the periods shown were:



<TABLE>
<CAPTION>
                                                         ONE            FIVE           TEN          SINCE
                                                         YEAR           YEARS         YEARS       INCEPTION*
                                                       -------         -------       -------      ----------
<S>                                                   <C>             <C>           <C>          <C>

Financial Services Fund.............................    18.33%         139.38%         N/A        128.01%
Health Care Fund....................................     0.51%         117.98%       246.45%      277.11%
Infrastructure Fund.................................    32.36%          85.16%         N/A         90.87%
Resources Fund......................................    13.02%          15.24%         N/A         17.26%
Telecommunications and Technology Fund..............    98.15%         202.79%         N/A        348.20%
</TABLE>



      * The inception dates for Class A shares of each Fund are as follows:
        Financial Services Fund 05/31/94, Health Care Fund 08/07/89,
        Infrastructure Fund 05/31/94, Resources Fund 05/31/94, and
        Telecommunications and Technology Fund 01/27/92.


                                       82
<PAGE>   571


          The aggregate standardized returns (taking sales charges into account)
for the Class B shares for each of the named Funds, stated as aggregate total
returns for the periods shown were:



<TABLE>
<CAPTION>
                                                         ONE            FIVE           TEN          SINCE
                                                         YEAR           YEARS         YEARS       INCEPTION*
                                                       -------         -------       -------      ----------
<S>                                                   <C>             <C>           <C>          <C>

Financial Services Fund.............................    18.67%         143.38%         N/A        131.93%
Health Care Fund....................................     0.25%         121.24%         N/A        170.96%
Infrastructure Fund.................................    33.29%          87.75%         N/A         93.90%
Resources Fund......................................    13.23%          16.14%         N/A         18.83%
Telecommunications and Technology Fund..............   102.04%         208.25%         N/A        304.84%
</TABLE>



      * The inception dates for Class B shares of each Fund are as follows:
        Financial Services Fund 05/31/94, Health Care Fund 04/01/93,
        Infrastructure Fund 05/31/94, Resources Fund 05/31/94, and
        Telecommunications and Technology Fund 04/01/93.



          The aggregate standardized returns (taking sales charges into account)
for the Class C shares for each of the named Funds, stated as aggregate total
returns for the periods shown were:



<TABLE>
<CAPTION>
                                                         ONE            FIVE           TEN          SINCE
                                                         YEAR           YEARS         YEARS       INCEPTION*
                                                       -------         -------       -------      ----------
<S>                                                   <C>             <C>           <C>          <C>

Financial Services Fund.............................   N/A             N/A             N/A         20.40%
Health Care Fund....................................   N/A             N/A             N/A          4.45%
Infrastructure Fund.................................   N/A             N/A             N/A         40.64%
Resources Fund......................................   N/A             N/A             N/A         26.10%
Telecommunications and Technology Fund..............   N/A             N/A             N/A         94.04%
</TABLE>



      * The inception date for Class C shares of Financial Services Fund, Health
        Care Fund, Infrastructure Fund, Resources Fund and Telecommunications
        and Technology Fund is 03/01/99.



          The aggregate non-standardized returns for the Class A shares of the
Consumer Products and Services Fund, stated as aggregate total returns for the
periods shown, were:



<TABLE>
<CAPTION>
                                                         ONE            FIVE           TEN          SINCE
                                                         YEAR           YEARS         YEARS       INCEPTION*
                                                       -------         -------       -------      ----------
<S>                                                   <C>             <C>           <C>          <C>

Consumer Products and Services Fund................... [     %]        [     %]      [     %]     [       %]
</TABLE>



      * The inception date for Class A shares of Consumer Products and Services
Fund is 02/01/95.



          The aggregate non-standardized returns for the Class B shares of
Consumer Products and Services Fund stated as aggregate total returns for the
periods shown were:



<TABLE>
<CAPTION>
                                                         ONE            FIVE           TEN          SINCE
                                                         YEAR           YEARS         YEARS       INCEPTION*
                                                       -------         -------       -------      ----------
<S>                                                   <C>             <C>           <C>          <C>

Consumer Products and Services Fund................    [     %]        [     %]      [     %]     [       %]
</TABLE>




      * The inception date for Class B shares of Consumer Products and Services
Fund is 02/01/95.


          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


                                       83
<PAGE>   572

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.


PERFORMANCE INFORMATION

         All advertisements of a Fund will disclose the maximum sales charge
(including deferred sales charges) imposed on purchases of the Fund's shares. If
any advertised performance data does not reflect the maximum sales charge (if
any), such advertisement will disclose that the sales charge has not been
deducted in computing the performance data, and that, if reflected, the maximum
sales charge would reduce the performance quoted. Further information regarding
the Fund's performance is contained in the Fund's annual report to shareholders,
which is available upon request and without charge.


         A Fund's total return is calculated in accordance with a standardized
formula for computation of annualized total return. Standardized total return
for Class A shares reflects the deduction of the Fund's maximum front-end sales
charge at the time of purchase. Standardized total return for Class B and Class
C shares reflects the deduction of the maximum applicable contingent deferred
sales charge on a redemption of shares held for the period.



         A Fund's total return shows its overall change in value, including
changes in share price and assuming all the Fund's dividends and capital gain
distributions are reinvested. A cumulative total return reflects the Fund's
performance over a stated period of time. An average annual total return
reflects the hypothetical compounded annual rate of return that would have
produced the same cumulative total return if the Fund's performance had been
constant over the entire period. BECAUSE AVERAGE ANNUAL RETURNS TEND TO EVEN OUT
VARIATIONS IN THE FUND'S RETURN, INVESTORS SHOULD RECOGNIZE THAT SUCH RETURNS
ARE NOT THE SAME AS ACTUAL YEAR-BY-YEAR RESULTS. To illustrate the components of
overall performance, the Fund may separate its cumulative and average annual
returns into income results and capital gains or losses.



From time to time, AIM or its affiliates may waive all or a portion of their
fees and/or assume certain expenses of any Fund. Voluntary fee waivers or
reductions or commitments to assume expenses may be rescinded at any time
without further notice to investors. During periods of voluntary fee waivers or
reductions or commitments to assume expenses, AIM will retain its ability to be
reimbursed for such fee prior to the end of each fiscal year. Contractual fee
waivers or reductions or reimbursement of expenses set forth in the Fee Table in
a Prospectus may not be terminated or amended to the Funds' detriment during the
period stated in the agreement between AIM and the Fund. Fee waivers or
reductions or commitments to reduce expenses will have the effect of increasing
that Fund's yield and total return.



The performance of each Fund will vary from time to time and past results are
not necessarily indicative of future results. A Fund's performance is a function
of its portfolio management in selecting the type and quality of portfolio
securities and is affected by operating expenses of the Fund and market
conditions. A shareholder's investment in a Fund is not insured or guaranteed.
These factors should be carefully considered by the investor before making an
investment in any Fund.


         A practice of waiving or reducing fees or reimbursing expenses will
have the effect of increasing that Fund's yield and total return. The
performance of each Fund will vary from time to time and past results are not
necessarily indicative of future results. A Fund's performance is a function of
its portfolio management in selecting the type and quality of portfolio
securities and is affected by operating expenses of the Fund and market
conditions. A shareholder's investment in a Fund is not insured or guaranteed.
These factors should be carefully considered by the investor before making an
investment in any Fund.


                                       84
<PAGE>   573


         Some or all of the Theme Portfolios may participate in the IPO market,
and a significant portion of those Theme Portfolios' returns may be attributable
to their investment in IPOs, which have a magnified impact due to the Theme
Portfolios' small asset bases. There is no guarantee that as the Theme
Portfolios' assets grow, they will continue to invest to the same degree in IPOs
or that they will experience substantially similar performance.


         Total return and yield figures for the Funds are neither fixed nor
guaranteed, and no Fund's principal is insured. Performance quotations reflect
historical information and should not be considered representative of a Fund's
performance for any period in the future. Performance is a function of a number
of factors which can be expected to fluctuate. The Funds may provide performance
information in reports, sales literature and advertisements. The Funds may also,
from time to time, quote information about the Funds published or aired by
publications or other media entities which contain articles or segments relating
to investment results or other data about one or more of the Funds. Such
publications or media entities may include the following, among others:


<TABLE>
<S>                                          <C>                              <C>
          Advertising Age                      Fortune                          New York Times
          Barron's                             Global Finance                   Pension World
          Best's Review                        Hartford Courant Inc.            Pensions & Investments
          Broker World                         Institutional Investor           Personal Investor
          Business Week                        Insurance Forum                  Financial Services Week
          Changing Times                       Insurance Week                   Philadelphia Inquirer
          Christian Science Monitor            Investor's Daily                 Smart Money
          Consumer Reports                     Journal of the American          USA Today
          Economist                              Society of CLU & ChFC          U.S. News & World Report
          EuroMoney                            Kiplinger Letter                 Wall Street Journal
          FACS of the Week                     Money                            Washington Post
          Financial Planning                   Mutual Fund Forecaster           CNN
          Financial Product News               Mutual Fund Magazine             CNBC
          Financial World                      Nation's Business                PBS
          Forbes
</TABLE>


         The Funds and AIM Distributors may from time to time, in
advertisements, sales literature and reports furnished to present or prospective
shareholders, compare each Fund with the following, or compare each Fund's
performance to performance data of similar mutual funds as published in the
following, among others:


<TABLE>
<S>                                                         <C>
Bank Rate National Monitor Index                                Micropal, Inc. (data and mutual fund rankings
Bear Stearns Foreign Bond Index                                   and comparisons)
Bond Buyer Index                                                Moody's Investors Service (publications)
CDA/Wiesenberger Investment Company Services                    Morgan Stanley Capital International All Country
  (data and mutual fund rankings                                  (AC) World Index
  and comparisons)                                              Morgan Stanley Capital International World Indices
CNBC/Financial News Composite Index                             Morningstar, Inc. (data and mutual fund rankings
COFI                                                              and comparisons)
Consumer Price Index                                            NASDAQ
Datastream                                                      Organization for Economic Cooperation and
Donoghue's                                                        Development (publications)
Dow Jones Industrial Average                                    Salomon Brothers Global Telecommunications
EAFE Index                                                        Index
First Boston High Yield Index                                   Salomon Brothers World Government Bond
Fitch IBCA, Inc. (publications)                                   Index -Non-U.S.
</TABLE>




                                       85
<PAGE>   574


<TABLE>
<S>                                                            <C>
Ibbotson Associates International Bond Index                    Salomon Brothers World Government Bond Index
International Bank for Reconstruction and                       Standard & Poor's (publications)
  Development (publications)                                    Standard & Poor's 500 Composite Stock Price Index
Stangar
International Finance Corporation Emerging                      Wilshire Associates
  Markets Database                                              World Bank (publications and reports)
International Financial Statistics                              The World Bank Publication of Trends in
Lehman Bond Indices                                               Developing Countries
Lipper Inc. (data and mutual fund rankings                      Worldscope
  and comparisons)
</TABLE>


          Each Fund may also compare its performance to rates on Certificates of
Deposit and other fixed rate investments such as the following:

          10-year Treasuries
          30-year Treasuries
          30-day Treasury Bills

          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. Advertising for the Funds may from time to time include
discussions of general economic conditions and interest rates. Advertising for
the Funds may also include reference to the use of those Funds as part of an
individual's overall retirement investment program. From time to time, sales
literature and/or advertisements for any of the Funds may disclose (i) the
largest holdings in the Fund's portfolio, (ii) certain selling group members
and/or (iii) certain institutional shareholders.

          From time to time, the Funds' sales literature and/or advertisements
may discuss generic topics pertaining to the mutual fund industry. This
includes, but is not limited to, literature addressing general information about
mutual funds, variable annuities, dollar-cost averaging, stocks, bonds, money
markets, certificates of deposit, retirement, retirement plans, asset
allocation, tax-free investing, college planning, and inflation.

          Although performance data may be useful to prospective investors when
comparing a Fund's performance with other funds and other potential investments,
investors should note that the methods of computing performance of other
potential investments are not necessarily comparable to the methods employed by
a Fund.

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:


                                       86
<PAGE>   575

          o         Trading volume, number of listed companies and the largest
                    companies of the global health care industry

          o         Expenditures by various countries, regions and age groups on
                    health care

          o         Population of countries, regions and age groups

          o         Natality and mortality rates in various regions, countries
                    and age groups

          o         Life expectancy rates in various regions, countries and age
                    groups

          o         New health care products and products seeking approval

          o         Health maintenance organizations (HMOs) and their enrollment
                    growth

          o         Studies from, but not limited to, the American Medical
                    Association showing the effectiveness of using drugs to cure
                    illness

          o         Medical technology and devices in use or in development

          o         Regulatory environment of health care industries

          o         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:

          o         Research firms such as Mehta and Isaly which publishes
                    Pharmaceutical Portfolio Recommendations

          o         OECD and its publications such as the OECD Health Data, as
                    supplemented annually

          o         Morgan Stanley Capital International stock market industry
                    indices such as Health & Personal Care

          o         The World Bank and its publications such as The World
                    Development Report, as supplemented annually

          o         IFC and publications such as the Emerging Stock Markets
                    Factbook

INFORMATION ABOUT THE GLOBAL HEALTH CARE INDUSTRIES

          The Fund and the Advisor 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 Advisor 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 Advisor, 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 Advisor 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 Advisor, 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


                                       87
<PAGE>   576

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.

TELECOMMUNICATIONS AND TECHNOLOGY FUND

          From time to time the Fund and AIM Distributors will quote information
including data regarding:

          o         Increased usage of new technologies such as, but not limited
                    to, cellular and wireless communications in emerging and
                    established countries around the world

          o         Supply and demand of telephone equipment and services

          o         Regulatory environment of telecommunications industries

          o         Revenue, price and usage of telecommunications products and
                    services

          o         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:

          o         Salomon Brothers World Equity Telecommunications Index,
                    which includes stock market data about the
                    telecommunications industry in established and developing
                    markets

          o         OECD and other publications from its subsidiaries such as
                    the International Telecommunications Union

          o         Morgan Stanley Capital International stock market industry
                    indices such as Telecommunications, Broadcasting &
                    Publishing and Data Processing & Reproduction

          o         International Technology Consultants, a Washington D.C.
                    based firm which publishes reports such as Eastern European
                    & Soviet Telecom Report and Latin American Telecom Report

          o         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 Advisor 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:

          o         Trading volume, number of listed companies and the largest
                    companies located around the world in the consumer products
                    and services industries


                                       88
<PAGE>   577

          o         Expenditures, demand and consumption by various countries,
                    regions, income classes and age groups of consumer products
                    and services

          o         Population of countries, regions and age groups

          o         Life expectancy rates in various regions, countries and age
                    groups

          o         New consumer products and services in the development or
                    manufacturing stages

          o         Income of various regions, countries and age groups

          o         Sales and sales growth of consumer products and services
                    companies in their own country and abroad

          o         Sales, supply and demand of consumer products and services

          o         Parent Companies and the products and services they
                    distribute

          o         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:

          o         Consumer and trade groups

          o         Fortune magazine and other periodicals

          o         The World Bank and its publications

          o         The International Monetary Fund (IMF) and its publications

          o         IFC and its publications

          o         OECD and its publications

INFRASTRUCTURE FUND

          From time to time the Fund and AIM Distributors may quote information
including:

          o         Supply and demand of telephone equipment and services,
                    electricity, water, transportation, construction materials
                    and other infrastructure-related products and services

          o         Regulatory environment of infrastructure industries

          o         Quantity and costs of current and projected infrastructure
                    projects

          o         Privatization of industries and companies

          o         New technologies, products and services used in
                    infrastructure industries

          o         Infrastructure Finance Magazine and other periodicals



                                       89
<PAGE>   578

FINANCIAL SERVICES FUND

          From time to time the Fund and AIM Distributors may quote information
including:

          o         Supply and demand of financial services

          o         Regulatory environment of financial service industries

          o         Credit ratings of U.S. and non-U.S. banks

          o         New technologies, products and services used in the
                    financial services industries

          o         Consolidation in the financial services industries

RESOURCES FUND

          From time to time the Fund and AIM Distributors may quote information
including:

          o         Supply, demand and prices of natural resources

          o         Regulatory environment of natural resources

          o         Supply, demand and prices of products manufactured from
                    natural resources

          o         New technologies, products and services used in the natural
                    resources industries



                                       90
<PAGE>   579


                                    APPENDIX

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.

          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,


                                       91
<PAGE>   580

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 "A-1" 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."

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.


                                       92
<PAGE>   581

          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.


                                       93

<PAGE>   582


                              FINANCIAL STATEMENTS








                                       FS


<PAGE>   583

                       REPORT OF INDEPENDENT ACCOUNTANTS

                       To the Shareholders of AIM Global Consumer Products and
                       Services Fund and Board of Trustees of AIM Investment
                       Funds

                       In our opinion, the accompanying statement of assets and
                       liabilities, including the schedule of investments, and
                       the related statements of operations and of changes in
                       net assets and the financial highlights present fairly,
                       in all material respects, the financial position of the
                       AIM Global Consumer Products and Services
                       Fund--Consolidated at October 31, 1999, and the results
                       of its operations, the changes in its net assets and the
                       financial highlights for the periods indicated, in
                       conformity with generally accepted accounting principles.
                       These financial statements and financial highlights
                       (hereafter referred to as "financial statements") are the
                       responsibility of the Fund's management; our
                       responsibility is to express an opinion on these
                       financial statements based on our audits. We conducted
                       our audits of these financial statements in accordance
                       with generally accepted auditing standards which require
                       that we plan and perform the audit to obtain reasonable
                       assurance about whether the financial statements are free
                       of material misstatement. An audit includes examining, on
                       a test basis, evidence supporting the amounts and
                       disclosures in the financial statements, assessing the
                       accounting principles used and significant estimates made
                       by management, and evaluating the overall financial
                       statement presentation. We believe that our audits, which
                       included confirmation of securities at October 31, 1999
                       by correspondence with the custodian and brokers, provide
                       a reasonable basis for the opinion expressed above.

                                                 /s/ PRICEWATERHOUSECOOPERS LLP
                                                     PRICEWATERHOUSECOOPERS LLP

                       Boston, Massachusetts
                       December 23, 1999

                                      FS-1
<PAGE>   584

SCHEDULE OF INVESTMENTS

October 31, 1999

<TABLE>
<CAPTION>
                                                     MARKET
                                       SHARES        VALUE
<S>                                   <C>         <C>
DOMESTIC COMMON STOCKS-53.56%

BEVERAGES (ALCOHOLIC)-1.34%

Adolph Coors Co.                         12,800   $    710,400
- --------------------------------------------------------------
Anheuser-Busch Companies, Inc.           24,600      1,766,587
- --------------------------------------------------------------
                                                     2,476,987
- --------------------------------------------------------------

BIOTECHNOLOGY-0.94%

Amgen, Inc.(a)                           21,800      1,738,550
- --------------------------------------------------------------

BROADCASTING (TELEVISION, RADIO &
  CABLE)-2.31%

AT&T Corp.-Liberty Media
  Group-Class A(a)                       45,700      1,813,719
- --------------------------------------------------------------
Comcast Corp.-Class A                    40,400      1,701,850
- --------------------------------------------------------------
TiVo Inc.(a)                             17,600        754,600
- --------------------------------------------------------------
                                                     4,270,169
- --------------------------------------------------------------

COMMUNICATIONS EQUIPMENT-4.44%

ANTEC Corp.(a)                           31,900      1,547,150
- --------------------------------------------------------------
Comverse Technology, Inc.(a)             26,400      2,996,400
- --------------------------------------------------------------
Lucent Technologies Inc.                 30,360      1,950,630
- --------------------------------------------------------------
Spanish Broadcasting System, Inc.(a)     40,600      1,080,975
- --------------------------------------------------------------
Sycamore Networks, Inc.(a)                3,000        645,000
- --------------------------------------------------------------
                                                     8,220,155
- --------------------------------------------------------------

COMPUTERS (NETWORKING)-0.81%

Cisco Systems, Inc.(a)                   20,243      1,497,982
- --------------------------------------------------------------

COMPUTERS (PERIPHERALS)-0.92%

Lexmark International Group,
  Inc.-Class A(a)                        21,900      1,709,569
- --------------------------------------------------------------

COMPUTERS (SOFTWARE &
  SERVICES)-4.14%

Adobe Systems, Inc.                      36,000      2,517,750
- --------------------------------------------------------------
Microsoft Corp.(a)                       36,500      3,378,531
- --------------------------------------------------------------
Oracle Corp.(a)                          37,000      1,759,812
- --------------------------------------------------------------
                                                     7,656,093
- --------------------------------------------------------------

CONSUMER FINANCE-0.78%

Providian Financial Corp.                13,250      1,444,250
- --------------------------------------------------------------

ELECTRONICS (SEMICONDUCTORS)-0.92%

Altera Corp.(a)                          35,000      1,701,875
- --------------------------------------------------------------

ENTERTAINMENT-0.88%

Time Warner, Inc.                        23,300      1,623,719
- --------------------------------------------------------------

EQUIPMENT (SEMICONDUCTOR)-2.59%

Applied Materials, Inc.(a)               14,000      1,257,375
- --------------------------------------------------------------
KLA-Tencor Corp.(a)                      17,000      1,346,187
- --------------------------------------------------------------
Lam Research Corp.(a)                    26,000      2,195,375
- --------------------------------------------------------------
                                                     4,798,937
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                     MARKET
                                       SHARES        VALUE
<S>                                   <C>         <C>
FINANCIAL (DIVERSIFIED)-1.94%

Citigroup, Inc.                          38,550   $  2,086,519
- --------------------------------------------------------------
Fannie Mae                               21,300      1,506,975
- --------------------------------------------------------------
                                                     3,593,494
- --------------------------------------------------------------

FOODS-2.10%

Dean Foods Co.                           28,000      1,295,000
- --------------------------------------------------------------
Quaker Oats Co. (The)                    37,000      2,590,000
- --------------------------------------------------------------
                                                     3,885,000
- --------------------------------------------------------------

GAMING, LOTTERY & PARIMUTUEL
  COMPANIES-1.12%

Aztar Corp.(a)                           82,000        794,375
- --------------------------------------------------------------
Station Casinos, Inc.(a)                 53,000      1,281,937
- --------------------------------------------------------------
                                                     2,076,312
- --------------------------------------------------------------

HEALTH CARE (DIVERSIFIED)-3.74%

Allergan, Inc.                           17,000      1,825,375
- --------------------------------------------------------------
Bristol-Myers Squibb Co.                 29,000      2,227,562
- --------------------------------------------------------------
Johnson & Johnson                         9,000        942,750
- --------------------------------------------------------------
Warner-Lambert Co.                       24,000      1,915,500
- --------------------------------------------------------------
                                                     6,911,187
- --------------------------------------------------------------

HEALTH CARE (MEDICAL PRODUCTS &
  SUPPLIES)-0.43%

VISX, Inc.(a)                            12,600        788,287
- --------------------------------------------------------------

INSURANCE (MULTI-LINE)-1.00%

American International Group, Inc.       17,976      1,850,405
- --------------------------------------------------------------

INVESTMENT BANKING/BROKERAGE-1.20%

Morgan Stanley, Dean Witter,
  Discover & Co.                         20,100      2,217,281
- --------------------------------------------------------------

MACHINERY (DIVERSIFIED)-1.13%

Case Corp.                               39,300      2,082,900
- --------------------------------------------------------------

MANUFACTURING (DIVERSIFIED)-1.35%

Tyco International Ltd.                  62,400      2,492,100
- --------------------------------------------------------------

MANUFACTURING (SPECIALIZED)-0.66%

Briggs & Stratton Corp.                  21,000      1,227,188
- --------------------------------------------------------------

OIL & GAS (DRILLING &
  EQUIPMENT)-1.13%

Marine Drilling Companies, Inc.(a)      129,600      2,097,900
- --------------------------------------------------------------

RESTAURANTS-0.30%

Tricon Global Restaurants, Inc.(a)       13,600        546,550
- --------------------------------------------------------------

RETAIL (BUILDING SUPPLIES)-2.07%

Home Depot, Inc. (The)                   30,200      2,280,100
- --------------------------------------------------------------
Lowe's Companies, Inc.                   28,008      1,540,440
- --------------------------------------------------------------
                                                     3,820,540
- --------------------------------------------------------------
</TABLE>

                                      FS-2
<PAGE>   585

<TABLE>
<CAPTION>
                                                     MARKET
                                       SHARES        VALUE
<S>                                   <C>         <C>
RETAIL (COMPUTERS & ELECTRONICS)-2.77%

Best Buy Co., Inc.(a)                    18,000   $  1,000,125
- --------------------------------------------------------------
Circuit City Stores-Circuit City
  Group                                  24,800      1,058,650
- --------------------------------------------------------------
Tandy Corp.                              48,600      3,058,763
- --------------------------------------------------------------
                                                     5,117,538
- --------------------------------------------------------------

RETAIL (DISCOUNTERS)-1.16%

Burlington Coat Factory Warehouse
  Corp.                                  75,000      1,284,375
- --------------------------------------------------------------
Family Dollar Stores, Inc.               41,300        851,813
- --------------------------------------------------------------
                                                     2,136,188
- --------------------------------------------------------------

RETAIL (FOOD CHAINS)-0.57%

Safeway, Inc.(a)                         30,000      1,059,375
- --------------------------------------------------------------

RETAIL (GENERAL MERCHANDISE)-1.47%

Wal-Mart Stores, Inc.                    48,000      2,721,000
- --------------------------------------------------------------

RETAIL (HOME SHOPPING)-1.04%

Chemdex Corp.(a)                         50,600      1,929,125
- --------------------------------------------------------------

RETAIL (SPECIALTY)-1.36%

Haverty Furniture Cos., Inc.             60,000        825,000
- --------------------------------------------------------------
Linens 'n Things, Inc.(a)                21,200        842,700
- --------------------------------------------------------------
Sonic Automotive, Inc.(a)                81,400        849,613
- --------------------------------------------------------------
                                                     2,517,313
- --------------------------------------------------------------

RETAIL (SPECIALTY-APPAREL)-2.50%

American Eagle Outfitters, Inc.(a)       21,200        907,625
- --------------------------------------------------------------
AnnTaylor Stores Corp.(a)                16,900        719,306
- --------------------------------------------------------------
Chico's Fas, Inc.(a)                     44,000      1,380,500
- --------------------------------------------------------------
TJX Companies, Inc. (The)                59,600      1,616,650
- --------------------------------------------------------------
                                                     4,624,081
- --------------------------------------------------------------

SERVICES
  (ADVERTISING/MARKETING)-1.13%

Outdoor Systems, Inc.(a)                 49,400      2,093,325
- --------------------------------------------------------------

TELECOMMUNICATIONS (CELLULAR/
  WIRELESS)-2.37%

Nextel Communications, Inc.-Class
  A(a)                                   50,800      4,378,325
- --------------------------------------------------------------

TELECOMMUNICATIONS (LONG
  DISTANCE)-0.41%

Global TeleSystems Group, Inc.(a)        32,000        766,000
- --------------------------------------------------------------

TELEPHONE-0.54%

NTL, Inc.(a)                              7,250        546,469
- --------------------------------------------------------------
Qwest Communications International,
  Inc.(a)                                12,600        453,600
- --------------------------------------------------------------
                                                     1,000,069
- --------------------------------------------------------------
    Total Domestic Common Stocks
      (Cost $72,802,212)                            99,069,769
- --------------------------------------------------------------

FOREIGN STOCKS & OTHER EQUITY
  INTERESTS-37.70%

BELGIUM-1.09%

Fortis (B)
  (Financial-Diversified)(a)             60,000      2,026,248
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                     MARKET
                                       SHARES        VALUE
<S>                                   <C>         <C>
CANADA-5.28%

Cominco Ltd. (Metals Mining)            118,000      2,083,814
- --------------------------------------------------------------
Imasco Ltd.
  (Manufacturing-Diversified)           147,300   $  3,951,878
- --------------------------------------------------------------
Nortel Networks Corp.
  (Communications Equipment)             60,600      3,727,046
- --------------------------------------------------------------
                                                     9,762,738
- --------------------------------------------------------------

FINLAND-2.26%

Nokia Oyj-ADR (Communications
  Equipment)                             36,200      4,183,363
- --------------------------------------------------------------

FRANCE-6.26%

Banque Nation de Paris (Financial
  Diversified), Wts., expiring
  07/15/02(a)                             5,460         32,282
- --------------------------------------------------------------
Banque Nationale de Paris
  (Banks-Major Regional)                 23,080      2,027,490
- --------------------------------------------------------------
Carrefour Supermarche S.A.
  (Retail-Food Chains)                   15,300      2,832,960
- --------------------------------------------------------------
Lafarge S.A. (Engineering &
  Construction)                          18,200      1,751,979
- --------------------------------------------------------------
Renault S.A. (Automobiles)               33,300      1,723,637
- --------------------------------------------------------------
SEITA (Tobacco)                          29,400      1,639,304
- --------------------------------------------------------------
Societe Television Francaise 1
  (Broadcasting-Television, Radio &
  Cable)                                  5,000      1,567,555
- --------------------------------------------------------------
                                                    11,575,207
- --------------------------------------------------------------

GERMANY-1.10%

Mannesmann A.G.
  (Machinery-Diversified)                13,000      2,044,659
- --------------------------------------------------------------

IRELAND-2.69%

Bank of Ireland (Banks-Major
  Regional)                             191,238      1,492,847
- --------------------------------------------------------------
CRH PLC (Construction-Cement &
  Aggregates)                            94,200      1,778,901
- --------------------------------------------------------------
Jefferson Smurfit Group PLC-ADR
  (Containers & Packaging-Paper)         66,000      1,699,500
- --------------------------------------------------------------
                                                     4,971,248
- --------------------------------------------------------------

ITALY-2.35%

Banca Commerciale Italiana
  (Banks-Major Regional)                145,467        867,729
- --------------------------------------------------------------
Luxottica Group S.p.A.-ADR
  (Consumer-Jewelry, Novelties &
  Gifts)                                100,900      1,936,019
- --------------------------------------------------------------
Telecom Italia Mobile S.p.A.
  (Telecommunications-
   Cellular/Wireless)                   247,300      1,545,421
- --------------------------------------------------------------
                                                     4,349,169
- --------------------------------------------------------------

JAPAN-2.87%

Nippon Telegraph & Telephone Corp.
  (Telecommunications-Long Distance)        190      2,915,927
- --------------------------------------------------------------
Toyota Motor Corp.
  (Automobile-Manufacturers)             69,000      2,389,238
- --------------------------------------------------------------
                                                     5,305,165
- --------------------------------------------------------------

NETHERLANDS-2.03%

ABN AMRO Holding N.V. (Banks-Major
  Regional)                              67,422      1,630,711
- --------------------------------------------------------------
Equant N.V.
  (Computers-Networking)(a)               5,900        574,156
- --------------------------------------------------------------
</TABLE>

                                      FS-3
<PAGE>   586

<TABLE>
<CAPTION>
                                                     MARKET
                                       SHARES        VALUE
<S>                                   <C>         <C>
NETHERLANDS-(CONTINUED)

Heineken N.V. (Beverages-Alcoholic)      30,325   $  1,546,997
- --------------------------------------------------------------
                                                     3,751,864
- --------------------------------------------------------------

NORWAY-0.95%

Den Norske Bank A.S.A. (Banks-Major
  Regional)                             451,600      1,748,983
- --------------------------------------------------------------

SINGAPORE-0.95%

NatSteel Ltd. (Iron & Steel)          1,056,000      1,765,610
- --------------------------------------------------------------

SOUTH KOREA-1.52%

Pohang Iron & Steel Co. Ltd.-ADR
  (Iron & Steel)                         84,000      2,803,500
- --------------------------------------------------------------

SWITZERLAND-1.01%

Compagnie Financiere Richemont A.G.
  (Tobacco)                                 980      1,871,686
- --------------------------------------------------------------

UNITED KINGDOM-7.34%

BG PLC (Oil & Gas-Exploration &
  Production)                           325,800      1,809,150
- --------------------------------------------------------------
Centrica PLC (Oil & Gas-Exploration
  & Production)                         964,400      2,802,495
- --------------------------------------------------------------
COLT Telecom Group PLC
  (Communications Equipment)(a)          31,150        931,577
- --------------------------------------------------------------
Energis PLC (Telephone)(a)               56,500      1,803,027
- --------------------------------------------------------------
Imperial Tobacco Group PLC (Tobacco)    125,000      1,325,556
- --------------------------------------------------------------
Royal Bank of Scotland Group PLC
  (Banks-Major Regional)               106,620      2,457,621
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                     MARKET
                                       SHARES        VALUE
<S>                                   <C>         <C>
UNITED KINGDOM-(CONTINUED)

Vodafone AirTouch PLC-ADR
  (Telecommunications-
  Cellular/Wireless)                     51,000   $  2,444,813
- --------------------------------------------------------------
                                                    13,574,239
- --------------------------------------------------------------
    Total Foreign Stocks & Other
      Equity Interests (Cost
      $56,003,482)                                  69,733,679
- --------------------------------------------------------------

MONEY MARKET FUNDS-7.95%

STIC Liquid Assets Portfolio(b)       7,355,453      7,355,453
- --------------------------------------------------------------
STIC Prime Portfolio(b)               7,355,453      7,355,453
- --------------------------------------------------------------
    Total Money Market Funds (Cost
      $14,710,906)                                  14,710,906
- --------------------------------------------------------------
TOTAL INVESTMENTS-99.21%                           183,514,354
- --------------------------------------------------------------
OTHER ASSETS LESS LIABILITIES-0.79%                  1,459,553
- --------------------------------------------------------------
NET ASSETS-100.00%                                $184,973,907
==============================================================
</TABLE>

Investment Abbreviations:

ADR  - American Depositary Receipt
Wts. - Warrants

Notes to Schedule of Investments:

(a) Non-income producing security.
(b) The security shares the same investment advisor as the Fund.

See Notes to Financial Statements.

                                      FS-4
<PAGE>   587

STATEMENT OF ASSETS AND LIABILITIES

October 31, 1999

<TABLE>
<S>                                             <C>
ASSETS:

Investments, at value (cost $143,516,600)       $183,514,354
- ------------------------------------------------------------
Foreign currencies, at value (cost $2,441,639)     2,424,475
- ------------------------------------------------------------
Receivables for:
  Investments sold                                 4,528,952
- ------------------------------------------------------------
  Fund shares sold                                   150,825
- ------------------------------------------------------------
  Dividends and interest                             179,289
- ------------------------------------------------------------
Other assets                                          28,752
- ------------------------------------------------------------
    Total assets                                 190,826,647
- ------------------------------------------------------------

LIABILITIES:

Payables for:
  Investments purchased                            5,205,192
- ------------------------------------------------------------
  Fund shares reacquired                             272,640
- ------------------------------------------------------------
Accrued advisory fees                                166,482
- ------------------------------------------------------------
Accrued distribution fees                            130,099
- ------------------------------------------------------------
Accrued administrative services fees                   4,247
- ------------------------------------------------------------
Accrued transfer agent fees                           21,000
- ------------------------------------------------------------
Accrued trustees' fees                                   967
- ------------------------------------------------------------
Accrued operating expenses                            52,113
- ------------------------------------------------------------
    Total liabilities                              5,852,740
- ------------------------------------------------------------
Net assets applicable to shares outstanding     $184,973,907
============================================================

NET ASSETS:

Class A                                         $ 73,695,007
============================================================
Class B                                         $109,807,990
============================================================
Class C                                         $    232,240
============================================================
Advisor Class                                   $  1,238,670
============================================================

SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE:

Class A                                            2,393,840
============================================================
Class B                                            3,661,997
============================================================
Class C                                                7,745
============================================================
Advisor Class                                         39,217
============================================================
Class A:
  Net asset value and redemption price per
    share                                       $      30.79
- ------------------------------------------------------------
  Offering price per share:
    (Net asset value of $30.79 divided by
      95.25%)                                   $      32.33
============================================================
Class B:
  Net asset value and offering price per share  $      29.99
============================================================
Class C:
  Net asset value and offering price per share  $      29.99
============================================================
Advisor Class:
  Net asset value, redemption and offering
    price per share                             $      31.59
============================================================
</TABLE>

STATEMENT OF OPERATIONS

For the year ended October 31, 1999

<TABLE>
<S>                                              <C>
INVESTMENT INCOME:

Dividends (net of $117,570 foreign withholding
  tax)                                           $ 1,509,215
- ------------------------------------------------------------
Interest                                             610,144
- ------------------------------------------------------------
Securities lending                                   104,422
- ------------------------------------------------------------
    Total investment income                        2,223,781
- ------------------------------------------------------------

EXPENSES:

Advisory and administrative fees                   1,800,938
- ------------------------------------------------------------
Accounting services fees                              49,731
- ------------------------------------------------------------
Custodian fees                                        88,399
- ------------------------------------------------------------
Distribution fees -- Class A                         344,198
- ------------------------------------------------------------
Distribution fees -- Class B                       1,032,430
- ------------------------------------------------------------
Distribution fees -- Class C                             827
- ------------------------------------------------------------
Trustees' fees                                         8,975
- ------------------------------------------------------------
Transfer agent fees -- Class A                       144,457
- ------------------------------------------------------------
Transfer agent fees -- Class B                       216,650
- ------------------------------------------------------------
Transfer agent fees -- Class C                           173
- ------------------------------------------------------------
Transfer agent fees -- Advisor Class                  25,806
- ------------------------------------------------------------
Other                                                277,018
- ------------------------------------------------------------
    Total expenses                                 3,989,602
- ------------------------------------------------------------
Less: Expenses waived                                (16,422)
- ------------------------------------------------------------
Expenses paid indirectly                              (1,368)
- ------------------------------------------------------------
    Net expenses                                   3,971,812
- ------------------------------------------------------------
Net investment income (loss)                      (1,748,031)
- ------------------------------------------------------------

REALIZED AND UNREALIZED GAIN FROM INVESTMENT
  SECURITIES AND FOREIGN CURRENCIES:

Net realized gain from:
  Investment securities                           44,400,506
- ------------------------------------------------------------
  Foreign currencies                                  74,456
- ------------------------------------------------------------
                                                  44,474,962
- ------------------------------------------------------------
Change in net unrealized appreciation of:
  Investment securities                           20,689,784
- ------------------------------------------------------------
  Foreign currencies                                  20,185
- ------------------------------------------------------------
                                                  20,709,969
- ------------------------------------------------------------
  Net gain from investment securities and
    foreign currencies                            65,184,931
- ------------------------------------------------------------
Net increase in net assets resulting from
  operations                                     $63,436,900
============================================================
</TABLE>

See Notes to Financial Statements.

                                      FS-5
<PAGE>   588

STATEMENTS OF CHANGES IN NET ASSETS

For the years ended October 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                  1999            1998
                                                              ------------    ------------
<S>                                                           <C>             <C>
OPERATIONS:

  Net investment income (loss)                                $ (1,748,031)   $ (1,905,277)
- ------------------------------------------------------------------------------------------
  Net realized gain from investment securities and foreign
    currencies                                                  44,474,962       4,655,445
- ------------------------------------------------------------------------------------------
  Change in net unrealized appreciation of investment
    securities and foreign currencies                           20,709,969      10,772,689
- ------------------------------------------------------------------------------------------
    Net increase in net assets resulting from operations        63,436,900      13,522,857
- ------------------------------------------------------------------------------------------

Distributions to shareholders from net realized gains:

  Class A                                                       (1,486,208)     (5,574,558)
- ------------------------------------------------------------------------------------------
  Class B                                                       (2,314,110)     (8,128,120)
- ------------------------------------------------------------------------------------------
  Advisor Class                                                   (341,039)       (962,828)
- ------------------------------------------------------------------------------------------

Share transactions-net:

  Class A                                                       (8,462,976)     (2,635,230)
- ------------------------------------------------------------------------------------------
  Class B                                                      (14,746,418)     (1,579,168)
- ------------------------------------------------------------------------------------------
  Class C                                                          209,527              --
- ------------------------------------------------------------------------------------------
  Advisor Class                                                (17,338,191)      8,711,156
- ------------------------------------------------------------------------------------------
    Net increase in net assets                                  18,957,485       3,354,109
- ------------------------------------------------------------------------------------------

NET ASSETS:

  Beginning of period                                          166,016,422     162,662,313
- ------------------------------------------------------------------------------------------
  End of period                                               $184,973,907    $166,016,422
==========================================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                               $104,692,946    $144,231,004
- ------------------------------------------------------------------------------------------
  Undistributed net realized gain from investment securities
    and foreign currencies                                      40,244,803       2,459,227
- ------------------------------------------------------------------------------------------
  Unrealized appreciation of investment securities and
    foreign currencies                                          40,036,158      19,326,191
- ------------------------------------------------------------------------------------------
                                                              $184,973,907    $166,016,422
==========================================================================================
</TABLE>

See Notes to Financial Statements.

                                      FS-6
<PAGE>   589

NOTES TO FINANCIAL STATEMENTS

October 31, 1999

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Global Consumer Products and Services Fund (the "Fund") is a separate series
of AIM Investment Funds (the "Trust"). The Trust is organized as a Delaware
business trust and is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end series management investment company
consisting of twelve separate series portfolios, each having an unlimited number
of shares of beneficial interest. The Fund consists of four different classes of
shares: Class A shares, Class B shares, Class C shares and Advisor Class shares.
Class A shares are sold with a front-end sales charge. Class B shares and Class
C shares are sold with a contingent deferred sales charge. Advisor Class shares
were sold without a sales charge. Matters affecting each portfolio or class will
be voted on exclusively by the shareholders of such portfolio or class. The
assets, liabilities and operations of each portfolio are accounted for
separately. Information presented in these financial statements pertains only to
the Fund.
  The Fund's investment objective is long-term growth of capital. The Fund
invests substantially all of its investable assets in Global Consumer Products
and Services Portfolio (the "Portfolio"). The Portfolio is organized as a
Delaware business trust which is registered under the 1940 Act as an open-end
management investment company.
  The Portfolio has investment objectives, policies and limitations
substantially identical to those of the Fund. Therefore, the financial
statements of the Fund and Portfolio have been presented on a consolidated
basis, and represent all activities of both the Fund and Portfolio. Through
October 31, 1999, all of the shares of beneficial interest of the Portfolio were
owned by either the Fund or INVESCO (NY) Asset Management, Inc., which has a
nominal ($100) investment in the Portfolio.
  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. The
following is a summary of the significant accounting policies followed by the
Fund and the Portfolio in the preparation of its financial statements.

A. Security Valuations -- A security listed or traded on an exchange (except
   convertible bonds) is valued at its last sales price on the exchange where
   the security is principally traded, or lacking any sales on a particular day,
   the security is valued at the closing bid price on that day. Each security
   reported on the NASDAQ National Market System is valued at the last sales
   price on the valuation date or absent a last sales price, at the closing bid
   price. Debt obligations (including convertible bonds) are valued on the basis
   of prices provided by an independent pricing service. Prices provided by the
   pricing service may be determined without exclusive reliance on quoted
   prices, and may reflect appropriate factors such as yield, type of issue,
   coupon rate and maturity date. Securities for which market prices are not
   provided by any of the above methods are valued based upon quotes furnished
   by independent sources and are valued at the last bid price in the case of
   equity securities and in the case of debt obligations, the mean between the
   last bid and asked prices. Securities for which market quotations are not
   readily available or are questionable are valued at fair value as determined
   in good faith by or under the supervision of the Trust's officers in a manner
   specifically authorized by the Board of Trustees. Short-term obligations
   having 60 days or less to maturity are valued at amortized cost which
   approximates market value. For purposes of determining net asset value per
   share, futures and options contracts generally will be valued 15 minutes
   after the close of trading of the New York Stock Exchange ("NYSE").
     Generally, trading in foreign securities is substantially completed each
   day at various times prior to the close of the NYSE. The values of such
   securities used in computing the net asset value of the Fund's shares are
   determined as of such times. Foreign currency exchange rates are also
   generally determined prior to the close of the NYSE. Occasionally, events
   affecting the values of such securities and such exchange rates may occur
   between the times at which they are determined and the close of the NYSE
   which would not be reflected in the computation of the Fund's net asset
   value. If events materially affecting the value of such securities occur
   during such period, then these securities will be valued at their fair value
   as determined in good faith by or under the supervision of the Board of
   Trustees.
B. Securities Transactions, Investment Income and Distributions -- Securities
   transactions are accounted for on a trade date basis. Realized gains or
   losses on sales are computed on the basis of specific identification of the
   securities sold. Interest income is recorded as earned from settlement date
   and is recorded on the accrual basis. Dividend income is recorded on the
   ex-dividend date. The Fund may elect to use a portion of the proceeds of fund
   share redemptions as distributions for Federal income tax purposes.
   Distributions from income and net realized capital gains, if any, are
   generally paid annually and recorded on ex-dividend date.
     On October 31, 1999, undistributed net investment income was increased by
   $1,748,031, undistributed net realized gains was decreased by $2,548,031 and
   paid-in capital increased by $800,000 as a result of differing book/tax
   treatment of foreign currency transactions, equalization credits and net
   operating loss reclassifications in order to comply with the requirements of
   the American Institute of Certified Public Accountants Statement of Position
   93-2. Net assets of the Fund were unaffected by the reclassification
   discussed above.
C. Federal Income Taxes -- The Fund intends to comply with the requirements of
   the Internal Revenue Code necessary to qualify as a regulated investment
   company and, as such, will not be subject to federal income taxes on
   otherwise taxable income (including net realized capital gains) which is
   distributed to shareholders. Therefore, no provision for federal income taxes
   is recorded in the financial statements.

                                      FS-7
<PAGE>   590

D. Foreign Currency Translations -- Portfolio securities and other assets and
   liabilities denominated in foreign currencies are translated into U.S. dollar
   amounts at date of valuation. Purchases and sales of portfolio securities and
   income items denominated in foreign currencies are translated into U.S.
   dollar amounts on the respective dates of such transactions. The Fund does
   not separately account for that portion of the results of operations
   resulting from changes in foreign exchange rates on investments and the
   fluctuations arising from changes in market prices of securities held. Such
   fluctuations are included with the net realized and unrealized gain or loss
   from investments.
E. Foreign Currency Contracts -- A foreign currency contract is an obligation to
   purchase or sell a specific currency for an agreed-upon price at a future
   date. The Portfolio may enter into a foreign currency contract to attempt to
   minimize the risk to the Portfolio from adverse changes in the relationship
   between currencies. The Portfolio may also enter into a foreign currency
   contract for the purchase or sale of a security denominated in a foreign
   currency in order to "lock in" the U.S. dollar price of that security. The
   Portfolio could be exposed to risk if counterparties to the contracts are
   unable to meet the terms of their contracts or if the value of the foreign
   currency changes unfavorably.
F. Expenses -- Distribution expenses directly attributable to a class of shares
   are charged to that class' operations. All other expenses which are
   attributable to more than one class are allocated among the classes.
G. 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 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 fluctuations, perceived credit risk,
   adverse political and economic developments and possible adverse foreign
   government intervention.
     In addition, the Portfolio's policy of concentrating its investments in
   companies in the consumer products and services industry subjects the
   Portfolio to greater risk than a fund that is more diversified.
H. Indexed Securities -- The 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.

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

A I M Advisors, Inc. ("AIM") is the Fund's and the Portfolio's investment
manager and administrator. The Fund pays AIM administration fees at an
annualized rate of 0.25% of the Fund's average daily net assets. The Portfolio
pays AIM investment management and administration fees at an annual rate of
0.725% on the first $500 million of the Portfolio's average daily net assets,
plus 0.70% on the next $500 million of the Portfolio's average daily net assets,
plus 0.675% on the next $500 million of the Portfolio's average daily net
assets, plus 0.65% on the Portfolio's average daily net assets exceeding $1.5
billion. AIM has contractually agreed 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%, 2.50% and 1.50% of the average daily net
assets of the Fund's Class A, Class B, Class C and Advisor Class shares,
respectively. During the year ended October 31, 1999, AIM waived fees of
$16,422.
  Effective July 1, 1999, the Trust entered into a master administrative
services agreement with AIM, replacing the prior pricing and accounting
agreement. The Fund, pursuant to the master administrative services agreement
with AIM, has agreed to pay AIM for certain administrative costs incurred in
providing accounting services to the Fund and the Portfolio. Prior to July 1,
1999, AIM was the pricing and accounting agent for the Fund and the Portfolio.
The monthly fee for these services paid to AIM was a percentage, not to exceed
0.03% annually, of a Fund's average daily net assets. The annual fee rate was
derived based on the aggregate net assets of the funds which comprised the
following investment companies: AIM Growth Series, AIM Investment Funds, AIM
Series Trust, G.T. Global Variable Investment Series and G.T. Global Variable
Investment Trust. The fee was calculated at the rate of 0.03% of the first $5
billion of assets and 0.02% to the assets in excess of $5 billion. An amount is
allocated to and paid by each such fund based on its relative average daily net
assets. For the year ended October 31, 1999, AIM was paid $49,731 for such
services.
  The Fund, pursuant to a transfer agency and service agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and
shareholder services to the Fund. For the year ended October 31, 1999, AFS was
paid $371,278 for such services.
  The Trust has entered into master distribution agreements with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A, Class B, Class C and Advisor Class shares of the Fund. The Trust has
adopted a plan pursuant to Rule 12b-1 under the 1940 Act with respect to the
Fund's Class A shares, Class B shares and Class C shares (collectively the
"Plans"). The Fund , pursuant to the Plans, pays AIM Distributors compensation
at the annual rate of 0.50% of the Fund's average daily net assets of Class A
shares and 1.00% of the average daily net assets of Class B and C shares. Of
these amounts, the Fund may pay a service fee of 0.25% of the average daily net
assets of the Class A, Class B or Class C shares to selected dealers and
financial institutions who furnish continuing personal shareholder services to
their customers who purchase and own the appropriate class of shares of the
Fund. Any amounts not paid as a service fee under the Plans would constitute an
asset-based sales charge. The Plans also impose a cap on the total sales
charges, including asset-based sales charges that may be paid by the respective
classes. For the year ended October 31, 1999, the Class A, Class B and Class C
shares paid AIM Distributors $344,198, $1,032,430 and $827, respectively, as
compensation under the Plans.
  AIM Distributors received commissions of $27,585 from sales of the Class A
shares of the Fund during the year ended October 31, 1999. Such commissions are
not an expense of the Fund. They are

                                      FS-8
<PAGE>   591

deducted from, and are not included in, the proceeds from sales of Class A
shares. During the year ended October 31, 1999, AIM Distributors received $94 in
contingent deferred sales charges imposed on redemptions of Fund shares. Certain
officers and trustees of the Trust are officers and directors of AIM, AFS and
AIM Distributors.

NOTE 3-INDIRECT EXPENSES

During the year ended October 31, 1999, the Fund received reductions in
custodian fees of $1,368 under expense offset arrangements. The effect of the
above arrangements resulted in a reduction of the Fund's total expenses of
$1,368 during the year ended October 31, 1999.

NOTE 4-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a
syndicate administered by The Chase Manhattan Bank. The Fund may borrow up to
the lesser of (i) $1,000,000,000 or (ii) the limits set by its prospectus for
borrowings. The Fund and other funds advised by AIM which are parties to the
line of credit may borrow on a first come, first served basis. During the year
ended October 31, 1999, the Fund did not borrow under the line of credit
agreement. The funds which are party to the line of credit are charged a
commitment fee of 0.09% on the unused balance of the committed line. The
commitment fee is allocated among the funds based on their respective average
net assets for the period. Prior to May 28, 1999, the Fund, along with certain
other funds advised and/or administered by AIM, had a line of credit with
BankBoston and State Street Bank & Trust Company. The arrangements with the
banks allowed the Fund and certain other funds to borrow, on a first come, first
served basis, an aggregate maximum amount of $250,000,000.

NOTE 5-PORTFOLIO SECURITIES LOANED

At October 31, 1999, securities with an aggregate value of $10,734,244 were on
loan to brokers. The loans were secured by cash collateral of $10,948,928
received by the Portfolio. For the year ended October 31, 1999, the Portfolio
received fees of $104,422 for securities lending.
  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 the loan. The cash collateral is
invested in a securities lending trust which consists of a portfolio of high
quality short duration securities whose average effective duration is restricted
to 120 days or less.

NOTE 6-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities)
purchased and sold by the Portfolio during the year ended October 31, 1999 was
$272,531,597 and $321,676,079, respectively.
  The amount of unrealized appreciation (depreciation) of investment securities,
for tax purposes, as of October 31, 1999 is as follows:

<TABLE>
<S>                                           <C>
Aggregate unrealized appreciation of
  investment securities                       $41,092,549
- ---------------------------------------------------------
Aggregate unrealized appreciation
  (depreciation) of investment securities      (1,435,765)
- ---------------------------------------------------------
Net unrealized appreciation of investment
  securities                                  $39,656,784
=========================================================
</TABLE>

Cost of investments for tax purposes is $143,857,570.

                                      FS-9
<PAGE>   592

NOTE 7-SHARE INFORMATION

Changes in shares outstanding during the years ended October 31, 1999 and 1998
were as follows:

<TABLE>
<CAPTION>
                                                                         1999                        1998
                                                              --------------------------   -------------------------
                                                                SHARES        AMOUNT         SHARES        AMOUNT
                                                              ----------   -------------   ----------   ------------
<S>                                                           <C>          <C>             <C>          <C>
  Sold:
  Class A                                                        487,583   $  12,807,548    1,525,543   $ 35,645,676
- --------------------------------------------------------------------------------------------------------------------
  Class B                                                        423,749      10,940,298    1,214,959     28,040,109
- --------------------------------------------------------------------------------------------------------------------
  Class C*                                                         9,183         251,095           --             --
- --------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                   21,722         582,165      675,379     15,761,998
- --------------------------------------------------------------------------------------------------------------------
Issued as reinvestment of dividends:
  Class A                                                         59,498       1,416,648      232,572      5,000,306
- --------------------------------------------------------------------------------------------------------------------
  Class B                                                         91,284       2,126,010      327,547      6,924,836
- --------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                   14,024         340,931       44,088        962,424
- --------------------------------------------------------------------------------------------------------------------
Reacquired:
  Class A                                                       (855,317)    (22,687,172)  (1,879,330)   (43,281,212)
- --------------------------------------------------------------------------------------------------------------------
  Class B                                                     (1,075,236)    (27,812,726)  (1,618,880)   (36,544,113)
- --------------------------------------------------------------------------------------------------------------------
  Class C*                                                        (1,437)        (41,568)          --             --
- --------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                 (638,988)    (18,261,287)    (345,732)    (8,013,266)
- --------------------------------------------------------------------------------------------------------------------
                                                              (1,463,935)  $ (40,338,058)     176,146   $  4,496,758
====================================================================================================================
</TABLE>

* Class C shares commenced sales on March 1, 1999.

NOTE 8-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,              DECEMBER 30, 1994
                                                              ------------------------------------------           TO
                                                              1999(a)      1998(a)    1997(a)    1996(a)  OCTOBER 31, 1995(a)
                                                              -------      -------    -------    -------  --------------------
<S>                                                           <C>          <C>        <C>        <C>      <C>
Net asset value, beginning of period                          $ 22.16      $ 22.19    $ 20.98    $ 14.59        $ 11.43
- -----------------------------------------------------------   -------      -------    -------    -------        -------
Income from investment operations:
  Net investment income (loss)                                  (0.19)       (0.19)     (0.15)     (0.22)          0.02(b)
- -----------------------------------------------------------   -------      -------    -------    -------        -------
  Net realized and unrealized gain on investments                9.38         2.05       2.27       7.13           3.14
- -----------------------------------------------------------   -------      -------    -------    -------        -------
    Net increase from investment operations                      9.19         1.86       2.12       6.91           3.16
- -----------------------------------------------------------   -------      -------    -------    -------        -------
Distributions to shareholders:
  From net realized gains on investments                        (0.56)       (1.89)     (0.91)     (0.52)            --
- -----------------------------------------------------------   -------      -------    -------    -------        -------
    Total distributions                                         (0.56)       (1.89)     (0.91)     (0.52)            --
- -----------------------------------------------------------   -------      -------    -------    -------        -------
Net asset value, end of period                                $ 30.79      $ 22.16    $ 22.19    $ 20.98        $ 14.59
===========================================================   =======      =======    =======    =======        =======
Total return(c)                                                 42.20%        8.66%     10.55%     48.82%         27.65%
===========================================================   =======      =======    =======    =======        =======
Ratios and supplemental data:
Net assets, end of period (in 000's)                          $73,695      $59,880    $62,637    $76,900        $ 4,082
===========================================================   =======      =======    =======    =======        =======
Ratio of expenses to average net assets:                         1.91%(d)     1.95%      1.99%      2.34%         13.63%(e)
===========================================================   =======      =======    =======    =======        =======
Ratio of net investment income (loss) to average net assets:    (0.70)%(d)   (0.83)%    (0.87)%    (1.24)%       (11.11)%(e)
===========================================================   =======      =======    =======    =======        =======
Portfolio turnover rate                                           160%         221%       392%       169%           240%(e)
===========================================================   =======      =======    =======    =======        =======
</TABLE>

(a)  These selected per share operating data were calculated based upon average
     shares outstanding during the period.
(b)  Before reimbursement net investment income (loss) per share would have been
     reduced (increased) by $1.12.
(c)  Total return does not include sales charges and is not annualized for
     periods less than one year.
(d)  Ratios are based on average net assets of $68,839,613.
(e)  Annualized.

                                     FS-10
<PAGE>   593

NOTE 8-FINANCIAL HIGHLIGHTS (CONTINUED)

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,               DECEMBER 30, 1994
                                                              -----------------------------------------            TO
                                                              1999(a)     1998(a)    1997(a)    1996(a)    OCTOBER 31, 1995(a)
                                                              --------    -------    -------    -------    -------------------
<S>                                                           <C>         <C>        <C>        <C>        <C>
Net asset value, beginning of period                          $  21.70    $ 21.86    $ 20.79    $ 14.53          $ 11.43
- -----------------------------------------------------------   --------    -------    -------    -------          -------
Income from investment operations:
  Net investment income (loss)                                   (0.31)     (0.30)     (0.24)     (0.31)           (0.04)(b)
- -----------------------------------------------------------   --------    -------    -------    -------          -------
  Net realized and unrealized gain on investments                 9.16       2.03       2.22       7.09             3.14
- -----------------------------------------------------------   --------    -------    -------    -------          -------
    Net increase from investment operations                       8.85       1.73       1.98       6.78             3.10
- -----------------------------------------------------------   --------    -------    -------    -------          -------
Distributions to shareholders:
  From net realized gain on investments                          (0.56)     (1.89)     (0.91)     (0.52)              --
- -----------------------------------------------------------   --------    -------    -------    -------          -------
    Total distributions                                          (0.56)     (1.89)     (0.91)     (0.52)              --
- -----------------------------------------------------------   --------    -------    -------    -------          -------
Net asset value, end of period                                $  29.99    $ 21.70    $ 21.86    $ 20.79          $ 14.53
===========================================================   ========    =======    =======    =======          =======
Total return(c)                                                  41.52%      8.16%      9.95%     48.11%           27.12%
===========================================================   ========    =======    =======    =======          =======
Ratios and supplemental data:
Net assets, end of period (in 000's)                          $109,808    $91,613    $93,978    $87,904          $ 2,959
===========================================================   ========    =======    =======    =======          =======
Ratio of expenses to average net assets:                          2.41%(d)   2.45%      2.49%      2.84%           14.13%(e)
===========================================================   ========    =======    =======    =======          =======
Ratio of net investment income (loss) to average net assets:     (1.20)%(d) (1.33)%    (1.37)%    (1.74)%         (11.61)%(e)
===========================================================   ========    =======    =======    =======          =======
Portfolio turnover rate                                            160%       221%       392%       169%             240%(e)
===========================================================   ========    =======    =======    =======          =======
</TABLE>

(a)  These selected per share operating data were calculated based upon average
     shares outstanding during the period.
(b)  Before reimbursement net investment income (loss) per share would have been
     reduced (increased) by $1.04.
(c)  Total return does not include sales charges and is not annualized for
     periods less than one year.
(d)  Ratios are based on average net assets of $103,242,997.
(e)  Annualized.

                                     FS-11
<PAGE>   594

NOTE 8-FINANCIAL HIGHLIGHTS (CONTINUED)

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 C                                     ADVISOR CLASS
                                       -------------------    -------------------------------------------------------------------
                                                                       YEAR ENDED OCTOBER 31,                   JUNE 1, 1995
                                        MARCH 1, 1999 TO      -----------------------------------------              TO
                                       OCTOBER 31, 1999(a)    1999(a)     1998(a)    1997(a)    1996(a)     OCTOBER 31, 1995(a)
                                       -------------------    -------     -------    -------    -------    ----------------------
<S>                                    <C>                    <C>         <C>        <C>        <C>        <C>
Net asset value, beginning of period         $24.70           $ 22.61     $ 22.50    $21.15     $14.64            $ 11.84
- -------------------------------------        ------           -------     -------    ------     ------            -------
Income from investment operations:
  Net investment income (loss)                (0.22)            (0.05)      (0.08)    (0.04)     (0.13)              0.04(b)
- -------------------------------------        ------           -------     -------    ------     ------            -------
  Net realized and unrealized gain on
    investments                                5.51              9.59        2.08      2.30       7.16               2.76
- -------------------------------------        ------           -------     -------    ------     ------            -------
    Net increase from investment
      operations                               5.29              9.54        2.00      2.26       7.03               2.80
- -------------------------------------        ------           -------     -------    ------     ------            -------
Distributions to shareholders:
  From net realized gains on
    investments                                  --             (0.56)      (1.89)    (0.91)     (0.52)                --
- -------------------------------------        ------           -------     -------    ------     ------            -------
    Total distributions                          --             (0.56)      (1.89)    (0.91)     (0.52)                --
- -------------------------------------        ------           -------     -------    ------     ------            -------
Net asset value, end of period               $29.99           $ 31.59     $ 22.61    $22.50     $21.15            $ 14.64
=====================================        ======           =======     =======    ======     ======            =======
Total return(c)                               21.42%            42.93%       9.20%    11.15%     49.50%             23.65%
=====================================        ======           =======     =======    ======     ======            =======
Ratios and supplemental data:
Net assets, end of period (in 000's)         $  232           $ 1,239     $14,523    $6,047     $7,446            $   164
=====================================        ======           =======     =======    ======     ======            =======
Ratio of expenses to average net
  assets:                                      2.41%(d)          1.41%(e)    1.45%     1.49%      1.84%             13.13%(f)
=====================================        ======           =======     =======    ======     ======            =======
Ratio of net investment income (loss)
  to average net assets:                      (1.20)%(d)        (0.20)%(e)  (0.33)%   (0.37)%    (0.74)%           (10.61)%(f)
=====================================        ======           =======     =======    ======     ======            =======
Portfolio turnover rate                         160%              160%        221%      392%       169%               240%(f)
=====================================        ======           =======     =======    ======     ======            =======
</TABLE>

(a)  These selected per share operating data were calculated based upon average
     shares outstanding during the period.
(b)  Before reimbursement net investment income (loss) per share would have been
     reduced (increased) by $0.61.
(c)  Total return does not include sales charges and is not annualized for
     periods less than one year.
(d)  Ratios are annualized and based on average net assets of $123,130.
(e)  Ratios are based on average net assets of $12,297,480.
(f)  Annualized.

NOTE 9-SUBSEQUENT EVENT

On November 3, 1999, the Board of Trustees approved the conversion of Advisor
Class Shares into Class A Shares. The proposed effective date of this conversion
is February 11, 2000.

                                     FS-12
<PAGE>   595

                       REPORT OF INDEPENDENT ACCOUNTANTS

                       To the Shareholders of AIM Global Financial Services Fund
                       and Board of Trustees of AIM Investment Funds:

                       In our opinion, the accompanying statement of assets and
                       liabilities, including the schedule of investments, and
                       the related statements of operations and of changes in
                       net assets and the financial highlights present fairly,
                       in all material respects, the financial position of the
                       AIM Global Financial Services Fund - Consolidated at
                       October 31, 1999, and the results of its operations, the
                       changes in its net assets and the financial highlights
                       for the periods indicated, in conformity with generally
                       accepted accounting principles. These financial
                       statements and financial highlights (hereafter referred
                       to as "financial statements") are the responsibility of
                       the Fund's management; our responsibility is to express
                       an opinion on these financial statements based on our
                       audits. We conducted our audits of these financial
                       statements in accordance with generally accepted auditing
                       standards which require that we plan and perform the
                       audit to obtain reasonable assurance about whether the
                       financial statements are free of material misstatement.
                       An audit includes examining, on a test basis, evidence
                       supporting the amounts and disclosures in the financial
                       statements, assessing the accounting principles used and
                       significant estimates made by management, and evaluating
                       the overall financial statement presentation. We believe
                       that our audits, which included confirmation of
                       securities at October 31, 1999 by correspondence with the
                       custodian and brokers, provide a reasonable basis for the
                       opinion expressed above.

                   /s/ PRICEWATERHOUSECOOPERS LLP

                       PRICEWATERHOUSECOOPERS LLP

                       Boston, Massachusetts
                       December 23, 1999

                                     FS-13
<PAGE>   596
SCHEDULE OF INVESTMENTS

October 31, 1999

<TABLE>
<CAPTION>
                                                     MARKET
                                        SHARES        VALUE
<S>                                    <C>         <C>
DOMESTIC COMMON STOCKS-79.31%

BANKS (MAJOR REGIONAL)-6.33%

Bank of New York Co., Inc. (The)          30,000   $ 1,256,250
- --------------------------------------------------------------
Fleet Boston Corp.                        31,978     1,395,040
- --------------------------------------------------------------
Mellon Financial Corp.                    29,600     1,093,350
- --------------------------------------------------------------
Wells Fargo Co.                           30,000     1,436,250
- --------------------------------------------------------------
                                                     5,180,890
- --------------------------------------------------------------

BANKS (MONEY CENTER)-4.82%

Bank of America Corp.                     13,843       891,143
- --------------------------------------------------------------
Chase Manhattan Corp. (The)               35,000     3,058,125
- --------------------------------------------------------------
                                                     3,949,268
- --------------------------------------------------------------

BANKS (REGIONAL)-6.70%

City National Corp.                       43,350     1,679,812
- --------------------------------------------------------------
First Tennessee National Corp.            19,100       649,400
- --------------------------------------------------------------
North Fork Bancorporation, Inc.           30,000       620,625
- --------------------------------------------------------------
UnionBanCal Corp.                         28,200     1,224,937
- --------------------------------------------------------------
UST Corp.                                 19,300       598,300
- --------------------------------------------------------------
Zions Bancorp                             12,100       713,144
- --------------------------------------------------------------
                                                     5,486,218
- --------------------------------------------------------------

COMPUTERS (SOFTWARE & SERVICES)-2.85%

Digital Insight Corp.(a)                  20,200       800,425
- --------------------------------------------------------------
HomeStore.com, Inc.(a)                     7,900       370,806
- --------------------------------------------------------------
Intuit, Inc.(a)                           40,000     1,165,000
- --------------------------------------------------------------
                                                     2,336,231
- --------------------------------------------------------------

CONSUMER FINANCE-11.65%

Capital One Financial Corp.               43,500     2,305,500
- --------------------------------------------------------------
Doral Financial Corp.                     40,000       512,500
- --------------------------------------------------------------
Investors Financial Services Corp.        60,100     2,223,700
- --------------------------------------------------------------
MBNA Corp.                                38,500     1,063,562
- --------------------------------------------------------------
Providian Financial Corp.                 31,500     3,433,500
- --------------------------------------------------------------
                                                     9,538,762
- --------------------------------------------------------------

ELECTRICAL EQUIPMENT-1.82%

General Electric Co.                      11,000     1,491,187
- --------------------------------------------------------------

FINANCIAL (DIVERSIFIED)-15.58%

American Express Co.                      17,000     2,618,000
- --------------------------------------------------------------
Associates First Capital Corp.-Class
  A                                       45,000     1,642,500
- --------------------------------------------------------------
Citigroup, Inc.                           77,137     4,175,040
- --------------------------------------------------------------
Fannie Mae                                31,000     2,193,250
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                     MARKET
                                        SHARES        VALUE
<S>                                    <C>         <C>
FINANCIAL (DIVERSIFIED)-(CONTINUED)

Freddie Mac                               39,500   $ 2,135,469
- --------------------------------------------------------------
                                                    12,764,259
- --------------------------------------------------------------

INSURANCE (LIFE/HEALTH)-3.62%

AFLAC, Inc.                               25,000     1,278,125
- --------------------------------------------------------------
AXA Financial, Inc.                       35,000     1,122,187
- --------------------------------------------------------------
Nationwide Financial Services,
  Inc.-Class A                            15,000       568,125
- --------------------------------------------------------------
                                                     2,968,437
- --------------------------------------------------------------

INSURANCE (MULTI-LINE)-4.65%

American International Group, Inc.        32,500     3,345,469
- --------------------------------------------------------------
Hartford Financial Services Group,
  Inc. (The)                               9,000       466,313
- --------------------------------------------------------------
                                                     3,811,782
- --------------------------------------------------------------

INSURANCE BROKERS-2.91%

Marsh & McLennan Co.                      30,100     2,379,781
- --------------------------------------------------------------

INVESTMENT BANKING/BROKERAGE-6.39%

Merrill Lynch & Co., Inc.                  8,000       628,000
- --------------------------------------------------------------
Morgan Stanley, Dean Witter, Discover
  & Co.                                   28,000     3,088,750
- --------------------------------------------------------------
Schwab (Charles) Corp. (The)              39,000     1,518,563
- --------------------------------------------------------------
                                                     5,235,313
- --------------------------------------------------------------

INVESTMENT MANAGEMENT-3.26%

Alliance Capital Management L.P.          68,800     1,887,700
- --------------------------------------------------------------
Knight/Trimark Group, Inc.-Class A(a)     30,000       781,875
- --------------------------------------------------------------
                                                     2,669,575
- --------------------------------------------------------------

RAILROADS-1.74%

Kansas City Southern Industries, Inc.     30,000     1,423,125
- --------------------------------------------------------------

SAVINGS & LOAN COMPANIES-1.51%

Golden West Financial Corp.               11,100     1,240,425
- --------------------------------------------------------------

SERVICES (ADVERTISING/MARKETING)-1.05%

Metris Companies, Inc.                    25,000       860,938
- --------------------------------------------------------------

SERVICES (DATA PROCESSING)-4.43%

Concord EFS, Inc.(a)                      42,000     1,136,625
- --------------------------------------------------------------
First Data Corp.                          41,000     1,873,188
- --------------------------------------------------------------
Profit Recovery Group International,
  Inc.(a)                                 15,000       617,813
- --------------------------------------------------------------
                                                     3,627,626
- --------------------------------------------------------------
    Total Domestic Common Stocks
      (Cost $49,466,406)                            64,963,817
- --------------------------------------------------------------
</TABLE>

                                     FS-14
<PAGE>   597

<TABLE>
<CAPTION>
                                                     MARKET
                                        SHARES        VALUE
<S>                                    <C>         <C>
FOREIGN STOCKS-12.46%

FRANCE-3.21%

AXA (Insurance-Multi-Line)                18,650   $ 2,631,140
- --------------------------------------------------------------

HONG KONG-1.88%

Dah Sing Financial Group
  (Banks-Regional)                       386,000     1,540,403
- --------------------------------------------------------------

IRELAND-1.52%

Bank of Ireland (Banks-Major
  Regional)                              159,601     1,245,876
- --------------------------------------------------------------

JAPAN-2.72%

Nikko Securities Co., Ltd. (The)
  (Investment Banking/Brokerage)          94,000       883,603
- --------------------------------------------------------------
Nomura Securities Co., Ltd.
  (Finance-Asset Management)(a)           37,000       610,781
- --------------------------------------------------------------
Shohkoh Fund & Co., Ltd.
  (Financial-Diversified)                  1,200       734,353
- --------------------------------------------------------------
                                                     2,228,737
- --------------------------------------------------------------

NETHERLANDS-1.04%

Aegon N.V. (Insurance-Multi-Line
  Property)                                9,263       851,617
- --------------------------------------------------------------

PHILIPPINES-0.80%

Equitable PCI Bank (Banks-Major
  Regional)                              370,000       655,112
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                     MARKET
                                        SHARES        VALUE
<S>                                    <C>         <C>
SINGAPORE-1.29%

DBS Group Holdings Ltd. (Banks-Money
  Center)(a)                              93,040   $ 1,051,995
- --------------------------------------------------------------
    Total Foreign Stocks (Cost
      $7,511,744)                                   10,204,880
- --------------------------------------------------------------

MONEY MARKET FUNDS-8.17%

STIC Liquid Assets Portfolio(b)        3,346,551     3,346,551
- --------------------------------------------------------------
STIC Prime Portfolio(b)                3,346,551     3,346,551
- --------------------------------------------------------------
    Total Money Market Funds (Cost
      $6,693,102)                                    6,693,102
- --------------------------------------------------------------
TOTAL INVESTMENTS-99.94%                            81,861,799
- --------------------------------------------------------------
OTHER ASSETS LESS LIABILITIES-0.06%                     51,486
- --------------------------------------------------------------
NET ASSETS-100.00%                                 $81,913,285
- --------------------------------------------------------------
</TABLE>

Notes to Schedule of Investments:

(a)Non-income producing security.

(b)The security shares the same investment advisor as the Fund.

See Notes to Financial Statements.

                                     FS-15
<PAGE>   598

STATEMENT OF ASSETS AND LIABILITIES

October 31, 1999

<TABLE>
<S>                                              <C>
ASSETS:

Investments, at value (cost $63,671,252)         $81,861,799
- ------------------------------------------------------------
Foreign currencies, at value (cost $1,048)             1,055
- ------------------------------------------------------------
Receivables for:
  Fund shares sold                                 1,240,372
- ------------------------------------------------------------
  Dividends and interest                             161,989
- ------------------------------------------------------------
Other assets                                          18,589
- ------------------------------------------------------------
    Total assets                                  83,283,804
- ------------------------------------------------------------

LIABILITIES:

Payables for:
  Investments purchased                              942,162
- ------------------------------------------------------------
  Fund shares reacquired                             252,474
- ------------------------------------------------------------
Accrued advisory fees                                 66,119
- ------------------------------------------------------------
Accrued administrative services fees                   4,110
- ------------------------------------------------------------
Accrued distribution fees                             58,202
- ------------------------------------------------------------
Accrued transfer agent fees                            8,098
- ------------------------------------------------------------
Accrued trustees' fees                                 2,000
- ------------------------------------------------------------
Accrued operating expenses                            37,354
- ------------------------------------------------------------
    Total liabilities                              1,370,519
- ------------------------------------------------------------
Net assets applicable to shares outstanding      $81,913,285
============================================================

NET ASSETS:

Class A                                          $30,987,361
============================================================
Class B                                          $49,618,581
============================================================
Class C                                          $   604,996
============================================================
Advisor Class                                    $   702,347
============================================================

SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE:

Class A                                            1,334,046
============================================================
Class B                                            2,189,216
============================================================
Class C                                               26,690
============================================================
Advisor Class                                         29,792
============================================================
Class A:
  Net asset value and redemption price per
    share                                        $     23.23
- ------------------------------------------------------------
  Offering price per share:
    (Net asset value of $23.23 / 95.25%)         $     24.39
============================================================
Class B:
  Net asset value and offering price per share   $     22.67
============================================================
Class C:
  Net asset value and offering price per share   $     22.67
============================================================
Advisor Class:
  Net asset value, redemption and offering
    price per share                              $     23.58
============================================================
</TABLE>

STATEMENT OF OPERATIONS

For the year ended October 31, 1999

<TABLE>
<S>                                              <C>
INVESTMENT INCOME:

Dividends income (net of $54,994 foreign
  withholding tax)                               $ 1,308,600
- ------------------------------------------------------------
Interest                                             327,608
- ------------------------------------------------------------
Securities lending                                    35,500
- ------------------------------------------------------------
    Total investment income                        1,671,708
- ------------------------------------------------------------

EXPENSES:

Advisory and administrative fees                     853,755
- ------------------------------------------------------------
Accounting services fees                              34,005
- ------------------------------------------------------------
Custodian fees                                        41,915
- ------------------------------------------------------------
Distribution fees -- Class A                         151,168
- ------------------------------------------------------------
Distribution fees -- Class B                         495,394
- ------------------------------------------------------------
Distribution fees -- Class C                           1,687
- ------------------------------------------------------------
Printing fees                                        137,968
- ------------------------------------------------------------
Trustees' fees                                        13,287
- ------------------------------------------------------------
Transfer agent fees -- Class A                        78,627
- ------------------------------------------------------------
Transfer agent fees -- Class B                       127,932
- ------------------------------------------------------------
Transfer agent fees -- Class C                           436
- ------------------------------------------------------------
Transfer agent fees -- Advisor Class                  17,835
- ------------------------------------------------------------
Other                                                113,101
- ------------------------------------------------------------
    Total expenses                                 2,067,110
- ------------------------------------------------------------
Less: Expenses paid indirectly                          (787)
- ------------------------------------------------------------
    Fees waived by advisor                          (114,306)
- ------------------------------------------------------------
    Net expenses                                   1,952,017
- ------------------------------------------------------------
Net investment income (loss)                        (280,309)
- ------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES, FOREIGN CURRENCIES,
  AND FORWARD CONTRACTS:
Net realized gain (loss) from:
  Investment securities                           19,323,357
- ------------------------------------------------------------
  Foreign currencies                                (132,395)
- ------------------------------------------------------------
  Forward contracts                                 (336,844)
- ------------------------------------------------------------
                                                  18,854,118
- ------------------------------------------------------------
Change in net unrealized appreciation
  (depreciation) of:
  Investment securities                            8,598,450
- ------------------------------------------------------------
  Foreign currencies                                  (2,573)
- ------------------------------------------------------------
  Forward contracts                                  287,308
- ------------------------------------------------------------
                                                   8,883,185
- ------------------------------------------------------------
  Net gain from investment securities, foreign
    currencies, and forward contracts             27,737,303
- ------------------------------------------------------------
Net increase in net assets resulting from
  operations                                     $27,456,994
============================================================
</TABLE>

See Notes to Financial Statements.

                                     FS-16
<PAGE>   599

STATEMENTS OF CHANGES IN NET ASSETS

For the years ended October 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                  1999           1998
                                                              ------------    -----------
<S>                                                           <C>             <C>
OPERATIONS:

  Net investment income (loss)                                $   (280,309)   $   140,505
- -----------------------------------------------------------------------------------------
  Net realized gain (loss) from investment securities,
    foreign currencies, and forward contracts                   18,854,118       (702,889)
- -----------------------------------------------------------------------------------------
  Change in net unrealized appreciation of investment
    securities, foreign currencies, and forward contracts        8,883,185      1,398,601
- -----------------------------------------------------------------------------------------
    Net increase in net assets resulting from operations        27,456,994        836,217
- -----------------------------------------------------------------------------------------

DISTRIBUTIONS TO SHAREHOLDERS FROM NET INVESTMENT INCOME:

  Class A                                                          (27,914)       (11,044)
- -----------------------------------------------------------------------------------------
  Class B                                                               --        (16,883)
- -----------------------------------------------------------------------------------------
  Advisor Class                                                    (62,446)        (2,239)
- -----------------------------------------------------------------------------------------

DISTRIBUTIONS TO SHAREHOLDERS FROM NET REALIZED GAINS:

  Class A                                                          (50,561)    (1,099,618)
- -----------------------------------------------------------------------------------------
  Class B                                                          (88,384)    (1,681,050)
- -----------------------------------------------------------------------------------------
  Advisor Class                                                    (16,133)      (222,890)
- -----------------------------------------------------------------------------------------
Share transactions-net:
  Class A                                                       (6,952,812)      (847,176)
- -----------------------------------------------------------------------------------------
  Class B                                                      (14,361,940)     2,731,796
- -----------------------------------------------------------------------------------------
  Class C                                                          578,307             --
- -----------------------------------------------------------------------------------------
  Advisor Class                                                (11,056,810)     5,846,237
- -----------------------------------------------------------------------------------------
    Net increase (decrease) in net assets                       (4,581,699)     5,533,350
- -----------------------------------------------------------------------------------------

NET ASSETS:

  Beginning of period                                           86,494,984     80,961,634
- -----------------------------------------------------------------------------------------
  End of period                                               $ 81,913,285    $86,494,984
=========================================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                               $ 46,550,387    $78,345,098
- -----------------------------------------------------------------------------------------
  Undistributed net investment income (loss)                       736,025         88,991
- -----------------------------------------------------------------------------------------
  Undistributed net realized gain (loss) from investment
    securities, foreign currencies, and forward contracts       16,437,684     (1,245,109)
- -----------------------------------------------------------------------------------------
  Unrealized appreciation of investment securities, foreign
    currencies, and forward contracts                           18,189,189      9,306,004
- -----------------------------------------------------------------------------------------
                                                              $ 81,913,285    $86,494,984
=========================================================================================
</TABLE>

See Notes to Financial Statements.

                                     FS-17
<PAGE>   600
NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1999

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Global Financial Services Fund (the "Fund") is a separate series of AIM
Investment Funds (the "Trust"). The Trust is organized as a Delaware business
trust and is registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), as an open-end series management investment company consisting
of twelve separate series portfolios, each having an unlimited number of shares
of beneficial interest. The Fund consists of four different classes of shares:
Class A shares, Class B shares, Class C shares and Advisor Class shares. Class A
shares are sold with a front-end sales charge. Class B shares and Class C shares
are sold with a contingent deferred sales charge. Advisor Class shares were sold
without a sales charge. Matters affecting each portfolio or class will be voted
on exclusively by the shareholders of such portfolio or class. The assets,
liabilities and operations of each portfolio are accounted for separately.
Information presented in these financial statements pertains only to the Fund.
  The Fund's investment objective is long-term growth of capital. The Fund
invests substantially all of its investable assets in Global Financial Services
Portfolio (the "Portfolio"). The Portfolio is organized as a Delaware business
trust which is registered under the 1940 Act as an open-end management
investment company.
  The Portfolio has investment objectives, policies and limitations
substantially identical to those of the Fund. Therefore, the financial
statements of the Fund and Portfolio have been presented on a consolidated
basis, and represent all activities of both the Fund and Portfolio. Through
October 31, 1999, all of the shares of beneficial interest of the Portfolio were
owned by either the Fund or INVESCO (NY) Asset Management, Inc., which has a
nominal ($100) investment in the Portfolio.
  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. The
following is a summary of the significant accounting policies followed by the
Fund and the Portfolio in the preparation of its financial statements.

A. Security Valuations--A security listed or traded on an exchange (except
   convertible bonds) is valued at its last sales price on the exchange where
   the security is principally traded, or lacking any sales on a particular day,
   the security is valued at the closing bid price on that day. Each security
   reported on the NASDAQ National Market System is valued at the last sales
   price on the valuation date or absent a last sales price, at the closing bid
   price. Debt obligations (including convertible bonds) are valued on the basis
   of prices provided by an independent pricing service. Prices provided by the
   pricing service may be determined without exclusive reliance on quoted
   prices, and may reflect appropriate factors such as yield, type of issue,
   coupon rate and maturity date. Securities for which market prices are not
   provided by any of the above methods are valued based upon quotes furnished
   by independent sources and are valued at the last bid price in the case of
   equity securities and in the case of debt obligations, the mean between the
   last bid and asked prices. Securities for which market quotations are not
   readily available or are questionable are valued at fair value as determined
   in good faith by or under the supervision of the Trust's officers in a manner
   specifically authorized by the Board of Trustees. Short-term obligations
   having 60 days or less to maturity are valued at amortized cost which
   approximates market value. For purposes of determining net asset value per
   share, futures and options contracts generally will be valued 15 minutes
   after the close of trading of the New York Stock Exchange ("NYSE").
     Generally, trading in foreign securities is substantially completed each
   day at various times prior to the close of the NYSE. The values of such
   securities used in computing the net asset value of the Fund's shares are
   determined as of such times. Foreign currency exchange rates are also
   generally determined prior to the close of the NYSE. Occasionally, events
   affecting the values of such securities and such exchange rates may occur
   between the times at which they are determined and the close of the NYSE
   which would not be reflected in the computation of the Fund's net asset
   value. If events materially affecting the value of such securities occur
   during such period, then these securities will be valued at their fair value
   as determined in good faith by or under the supervision of the Board of
   Trustees.
B. Securities Transactions, Investment Income and Distributions--Securities
   transactions are accounted for on a trade date basis. Realized gains or
   losses on sales are computed on the basis of specific identification of the
   securities sold. Interest income is recorded as earned from settlement date
   and is recorded on the accrual basis. Dividend income is recorded on the
   ex-dividend date. The Fund may elect to use a portion of the proceeds of fund
   share redemptions as distributions for Federal income tax purposes.
   Distributions from income and net realized capital gains, if any, are
   generally paid annually and recorded on ex-dividend date.
     On October 31, 1999, undistributed net investment income was increased by
   $1,017,703, undistributed net realized gains decreased by $1,016,247 and
   paid-in capital decreased by $1,458 as a result of differing book/tax
   treatment of foreign currency transactions and net operating loss
   reclassifications in order to comply with the requirements of the American
   Institute of Certified Public Accountants Statement of Position 93-2. Net
   assets of the Fund were unaffected by the reclassification discussed above.
C. Federal Income Taxes--The Fund intends to comply with the requirements of the
   Internal Revenue Code necessary to qualify

                                     FS-18
<PAGE>   601
   as a regulated investment company and, as such, will not be subject to
   federal income taxes on otherwise taxable income (including net realized
   capital gains) which is distributed to shareholders. Therefore, no provision
   for federal income taxes is recorded in the financial statements.
D. Foreign Currency Translations--Portfolio securities and other assets and
   liabilities denominated in foreign currencies are translated into U.S. dollar
   amounts at date of valuation. Purchases and sales of portfolio securities and
   income items denominated in foreign currencies are translated into U.S.
   dollar amounts on the respective dates of such transactions. The Fund does
   not separately account for that portion of the results of operations
   resulting from changes in foreign exchange rates on investments and the
   fluctuations arising from changes in market prices of securities held. Such
   fluctuations are included with the net realized and unrealized gain or loss
   from investments.
E. Foreign Currency Contracts--A foreign currency contract is an obligation to
   purchase or sell a specific currency for an agreed-upon price at a future
   date. The Portfolio may enter into a foreign currency contract to attempt to
   minimize the risk to the Portfolio from adverse changes in the relationship
   between currencies. The Portfolio may also enter into a foreign currency
   contract for the purchase or sale of a security denominated in a foreign
   currency in order to "lock in" the U.S. dollar price of that security. The
   Portfolio could be exposed to risk if counterparties to the contracts are
   unable to meet the terms of their contracts or if the value of the foreign
   currency changes unfavorably.
F. Expenses--Distribution expenses directly attributable to a class of shares
   are charged to that class' operations. All other expenses which are
   attributable to more than one class are allocated among the classes.
G. 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 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 fluctuations, perceived credit risk,
   adverse political and economic developments and possible adverse foreign
   government intervention.
     In addition, the Portfolio's policy of concentrating its investments in
   companies in the financial services industry subjects the Portfolio to
   greater risk than a fund that is more diversified.
H. Indexed Securities--The 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.

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

A I M Advisors, Inc. ("AIM") is the Fund's and the Portfolio's investment
manager and administrator. The Fund pays AIM administration fees at an
annualized rate of 0.25% of the Fund's average daily net assets. The Portfolio
pays AIM investment management and administration fees at an annual rate of
0.725% on the first $500 million of the Portfolio's average daily net assets,
plus 0.70% on the next $500 million of the Portfolio's average daily net assets,
plus 0.675% on the next $500 million of the Portfolio's average daily net
assets, plus 0.65% on the Portfolio's average daily net assets exceeding $1.5
billion. AIM has contractually agreed 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%, 2.50% and 1.50% of the average daily net
assets of the Fund's Class A, Class B, Class C and Advisor Class shares,
respectively. During the year ended October 31, 1999, AIM waived fees of
$114,306.
  Effective July 1, 1999, the Trust entered into a master administrative
services agreement with AIM, replacing the prior pricing and accounting
agreement. The Fund, pursuant to the master administrative services agreement
with AIM, has agreed to pay AIM for certain administrative costs incurred in
providing accounting services to the Fund and the Portfolio. Prior to July 1,
1999, AIM was the pricing and accounting agent for the Fund and the Portfolio.
The monthly fee for these services paid to AIM was a percentage, not to exceed
0.03% annually, of a Fund's average daily net assets. The annual fee rate was
derived based on the aggregate net assets of the funds which comprised the
following investment companies: AIM Growth Series, AIM Investment Funds, AIM
Series Trust, G.T. Global Variable Investment Series and G.T. Global Variable
Investment Trust. The fee was calculated at the rate of 0.03% of the first $5
billion of assets and 0.02% to the assets in excess of $5 billion. An amount was
allocated to and paid by each such fund based on its relative average daily net
assets. For the year ended October 31, 1999, AIM was paid $34,005 for such
services.
  The Fund, pursuant to a transfer agency and service agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and
shareholder services to the Fund. For the year ended October 31, 1999, AFS was
paid $204,616 for such services.
  The Trust has entered into master distribution agreements with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A, Class B, Class C and Advisor Class shares of the Fund. The Trust has
adopted a plan pursuant to Rule 12b-1 under the 1940 Act with respect to the
Fund's Class A shares, Class B shares and Class C shares (collectively the
"Plans"). The Fund , pursuant to the Plans, pays AIM Distributors compensation
at the annual rate of 0.50% of the Fund's average daily net assets of Class A
shares and 1.00% of the average daily net assets of Class B and C shares. Of
these amounts, the Fund may pay a service fee of 0.25% of the average daily net
assets of the Class A, Class B or Class C shares to selected dealers and
financial institutions who furnish continuing personal shareholder services to
their customers who purchase and own the appropriate class of shares of the
Fund. Any amounts not paid as a service fee under

                                     FS-19
<PAGE>   602

the Plans would constitute an asset-based sales charge. The Plans also impose a
cap on the total sales charges, including asset-based sales charges that may be
paid by the respective classes. For the year ended October 31, 1999, the Class
A, Class B and Class C shares paid AIM Distributors $151,168, $495,394 and
$1,687, respectively, as compensation under the Plans.
  AIM Distributors received commissions of $16,231 from sales of the Class A
shares of the Fund during the year ended October 31, 1999. Such commissions are
not an expense of the Fund. They are deducted from, and are not included in, the
proceeds from sales of Class A shares. During the year ended October 31, 1999,
AIM Distributors received $1,268 in contingent deferred sales charges imposed on
redemptions of Fund shares. Certain officers and trustees of the Trust are
officers and directors of AIM, AFS and AIM Distributors.

NOTE 3-INDIRECT EXPENSES

During the year ended October 31, 1999, the Fund received reductions in
custodian fees of $787 under expense offset arrangements. The effect of the
above arrangements resulted in a reduction of the Fund's total expenses of $787
during the year ended October 31, 1999.

NOTE 4-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a
syndicate administered by The Chase Manhattan Bank. The Fund may borrow up to
the lesser of (i) $1,000,000,000 or (ii) the limits set by its prospectus for
borrowings. The Fund and other funds advised by AIM which are parties to the
line of credit may borrow on a first come, first served basis. During the year
ended October 31, 1999, the Fund did not borrow under the line of credit
agreement. The funds which are party to the line of credit are charged a
commitment fee of 0.09% on the unused balance of the committed line. The
commitment fee is allocated among the funds based on their respective average
net assets for the period. Prior to May 28, 1999, the Fund, along with certain
other funds advised and/or administered by AIM, had a line of credit with
BankBoston and State Street Bank & Trust Company. The arrangements with the
banks allowed the Fund and certain other funds to borrow, on a first come, first
served basis, an aggregate maximum amount of $250,000,000.

NOTE 5-PORTFOLIO SECURITIES LOANED

At October 31, 1999, securities with an aggregate value of $1,843,403 were on
loan to brokers. The loans were secured by cash collateral of $1,880,271
received by the Portfolio. For the year ended October 31, 1999, the Portfolio
received fees of $35,500 for securities lending. 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 the loan. The cash collateral is invested in a securities
lending trust which consists of a portfolio of high quality short duration
securities whose average effective duration is restricted to 120 days or less.

NOTE 6-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities)
purchased and sold by the Portfolio during the year ended October 31, 1999 was
$86,951,106 and $123,914,428, respectively.
  The amount of unrealized appreciation (depreciation) of investment securities,
for tax purposes, as of October 31, 1999 is as follows:

<TABLE>
<S>                                          <C>
Aggregate unrealized appreciation of
  investment securities                      $ 18,691,989
- ---------------------------------------------------------
Aggregate unrealized appreciation
  (depreciation) of investment securities      (1,021,422)
- ---------------------------------------------------------
Net unrealized appreciation of investment
  securities                                 $ 17,670,567
=========================================================
Cost of investments for tax purposes is $64,191,232.
</TABLE>

                                     FS-20
<PAGE>   603

NOTE 7-SHARE INFORMATION

Changes in shares outstanding during the years ended October 31, 1999 and 1998
were as follows:

<TABLE>
<CAPTION>
                                                                          1999                            1998*
                                                              -----------------------------   -----------------------------
                                                                 SHARES          AMOUNT          SHARES          AMOUNT
                                                              ------------   --------------   ------------   --------------
<S>                                                           <C>            <C>              <C>            <C>
Sold:
  Class A                                                          833,262   $   17,299,042      3,687,543   $   67,971,118
- ---------------------------------------------------------------------------------------------------------------------------
  Class B                                                          676,623       13,852,370      2,101,129       37,907,965
- ---------------------------------------------------------------------------------------------------------------------------
  Class C*                                                          32,543          712,656             --               --
- ---------------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                     27,443          605,576        563,080       10,164,684
- ---------------------------------------------------------------------------------------------------------------------------
Issued as reinvestment of dividends:
  Class A                                                            4,035           73,215         54,738          960,105
- ---------------------------------------------------------------------------------------------------------------------------
  Class B                                                            4,616           82,070         76,614        1,322,362
- ---------------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                      4,287           78,579         12,691          225,008
- ---------------------------------------------------------------------------------------------------------------------------
Reacquired:
  Class A                                                       (1,170,739)     (24,325,069)    (3,795,511)     (69,778,399)
- ---------------------------------------------------------------------------------------------------------------------------
  Class B                                                       (1,411,988)     (28,296,380)    (2,061,758)     (36,498,531)
- ---------------------------------------------------------------------------------------------------------------------------
  Class C*                                                          (5,853)        (134,349)            --               --
- ---------------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                   (537,683)     (11,740,965)      (254,804)      (4,543,455)
- ---------------------------------------------------------------------------------------------------------------------------
                                                                (1,543,454)  $  (31,793,255)       383,722   $    7,730,857
===========================================================================================================================
</TABLE>

                                     FS-21
<PAGE>   604

NOTE 8-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,
                                                                  ---------------------------------------------------
                                                                  1999(a)    1998(a)    1997(a)    1996(a)    1995(a)
                                                                  -------    -------    -------    -------    -------
<S>                                                               <C>        <C>        <C>        <C>        <C>
Net asset value, beginning of period                              $ 17.05    $ 17.22    $ 14.20    $11.92     $11.62
- ------------------------------------------------------------      -------    -------    -------    ------     ------
Income from investment operations:
  Net investment income (loss)                                      (0.02)      0.07       0.04      0.05(b)    0.17(c)
- ------------------------------------------------------------      -------    -------    -------    ------     ------
  Net realized and unrealized gain on investments                    6.25       0.37       3.97      2.36       0.13
- ------------------------------------------------------------      -------    -------    -------    ------     ------
    Net increase from investment operations                          6.23       0.44       4.01      2.41       0.30
- ------------------------------------------------------------      -------    -------    -------    ------     ------
Distributions to shareholders:
  From net investment income                                        (0.02)     (0.01)        --     (0.12)        --
- ------------------------------------------------------------      -------    -------    -------    ------     ------
  From net realized gain on investments                             (0.03)     (0.60)     (0.99)    (0.01)        --
- ------------------------------------------------------------      -------    -------    -------    ------     ------
    Total distributions                                             (0.05)     (0.61)     (0.99)    (0.13)        --
- ------------------------------------------------------------      -------    -------    -------    ------     ------
Net asset value, end of period                                    $ 23.23    $ 17.05    $ 17.22    $14.20     $11.92
============================================================      =======    =======    =======    ======     ======
Total return(d)                                                     36.62%      2.53%     29.91%    20.21%      2.58%
============================================================      =======    =======    =======    ======     ======
Ratios and supplemental data:
Net assets, end of period (in 000s)                               $30,987    $28,433    $29,639    $7,302     $5,687
============================================================      =======    =======    =======    ======     ======
Ratio of net investment income (loss) to average net assets:
  With fee waivers                                                  (0.08)%(e)  0.37%      0.23%     0.41%      1.46%
- ------------------------------------------------------------      -------    -------    -------    ------     ------
  Without fee waivers                                               (0.21)%(e)  0.35%      0.16%    (0.66)%    (5.34)%
============================================================      =======    =======    =======    ======     ======
Ratio of expenses to average net assets:
  With fee waivers                                                   1.99%(e)   1.97%      2.29%     2.32%      2.34%
- ------------------------------------------------------------      -------    -------    -------    ------     ------
  Without fee waivers                                                2.12%(e)   1.99%      2.36%     3.39%      9.14%
============================================================      =======    =======    =======    ======     ======
Portfolio turnover rate                                               107%       111%        91%      103%       170%
============================================================      =======    =======    =======    ======     ======
</TABLE>

(a)  These selected per share data were calculated based upon the average shares
     outstanding during the period.
(b)  Before reimbursement the net investment income per share would have been
     reduced by $0.13.
(c)  Before reimbursement the net investment income per share would have been
     reduced by $0.59.
(d)  Total return does not include sales charge.
(e)  Ratios are based on average net assets of $30,233,569.

                                     FS-22
<PAGE>   605

NOTE 8-FINANCIAL HIGHLIGHTS (CONTINUED)

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,
                                                                 ---------------------------------------------------
                                                                 1999(a)     1998(a)    1997(a)    1996(a)   1995(a)
                                                                 -------     -------    -------    -------   -------
<S>                                                              <C>         <C>        <C>        <C>       <C>
Net asset value, beginning of period                             $ 16.71      $16.97     $14.06     $11.83     $11.60
- ------------------------------------------------------------     -------      ------     ------     ------     ------
Income from investment operations:
  Net investment income (loss)                                     (0.12)      (0.02)     (0.04)     (0.01)(b)   0.11(c)
- ------------------------------------------------------------     -------      ------     ------     ------     ------
  Net realized and unrealized gain on investments                   6.11        0.37       3.94       2.34       0.12
- ------------------------------------------------------------     -------      ------     ------     ------     ------
    Net increase from investment operations                         5.99        0.35       3.90       2.33       0.23
- ------------------------------------------------------------     -------      ------     ------     ------     ------
Distributions to shareholders:
  From net investment income                                          --       (0.01)        --      (0.09)        --
- ------------------------------------------------------------     -------      ------     ------     ------     ------
  From net realized gain on investments                            (0.03)      (0.60)     (0.99)     (0.01)        --
- ------------------------------------------------------------     -------      ------     ------     ------     ------
    Total distributions                                            (0.03)      (0.61)     (0.99)     (0.10)        --
- ------------------------------------------------------------     -------      ------     ------     ------     ------
Net asset value, end of period                                   $ 22.67      $16.71     $16.97     $14.06     $11.83
============================================================     =======      ======     ======     ======     ======
Total return(d)                                                    35.91%       2.08%     29.13%     19.81%      1.98%
============================================================     =======      ======     ======     ======     ======
Ratios and supplemental data:
Net assets, end of period (in 000s)                              $49,619     $48,785    $47,585     $9,886     $4,548
============================================================     =======      ======     ======     ======     ======
Ratio of net investment income (loss) to average net assets:
  With fee waivers                                                 (0.58)%(e)  (0.13)%    (0.27)%    (0.09)%     0.96%
- ------------------------------------------------------------     -------      ------     ------     ------     ------
  Without fee waivers                                              (0.71)%(e)  (0.15)%    (0.34)%    (1.16)%    (5.84)%
============================================================     =======      ======     ======     ======     ======
Ratio of expenses to average net assets:
  With fee waivers                                                  2.49%(e)    2.47%      2.79%      2.82%      2.84%
- ------------------------------------------------------------     -------      ------     ------     ------     ------
  Without fee waivers                                               2.62%(e)    2.49%      2.86%      3.89%      9.64%
============================================================     =======      ======     ======     ======     ======
Portfolio turnover rate                                              107%        111%        91%       103%       170%
============================================================     =======      ======     ======     ======     ======
</TABLE>

(a)  These selected per share data were calculated based upon average shares
     outstanding during the period.
(b)  Before reimbursement the net investment income per share would have been
     reduced by $0.13.
(c)  Before reimbursement the net investment income per share would have been
     reduced by $0.59.
(d)  Total return does not include sales charges.
(e)  Ratios are based on average net assets of $49,539,408.

                                     FS-23
<PAGE>   606

NOTE 8-FINANCIAL HIGHLIGHTS (CONTINUED)

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 C                                  ADVISOR CLASS
                                            -------------------    --------------------------------------------------------------
                                                                            YEAR ENDED OCTOBER 31,
                                             MARCH 1, 1999 TO      ----------------------------------------     JUNE 1, 1995 TO
                                            October 31, 1999(a)    1999(a)    1998(a)    1997(a)    1996(a)   OCTOBER 31, 1995(a)
                                            -------------------    -------    -------    -------    -------   -------------------
<S>                                         <C>                    <C>        <C>        <C>        <C>       <C>
Net asset value, beginning of period              $19.58           $17.31     $17.40     $14.26     $11.95          $11.09
- ----------------------------------------          ------           ------     ------     ------     ------          ------
Income from investment operations:
  Net investment income (loss)                     (0.08)            0.08       0.17       0.12       0.12(b)         0.09(c)
- ----------------------------------------          ------           ------     ------     ------     ------          ------
  Net realized and unrealized gain on
    investments                                     3.17             6.34       0.35       4.01       2.36            0.77
- ----------------------------------------          ------           ------     ------     ------     ------          ------
    Net increase from investment
      operations                                    3.09             6.42       0.52       4.13       2.48            0.86
- ----------------------------------------          ------           ------     ------     ------     ------          ------
Distributions to shareholders:
  From net investment income                          --            (0.12)     (0.01)        --      (0.16)             --
- ----------------------------------------          ------           ------     ------     ------     ------          ------
  From net realized gain on investments               --            (0.03)     (0.60)     (0.99)     (0.01)             --
- ----------------------------------------          ------           ------     ------     ------     ------          ------
    Total distributions                               --            (0.15)     (0.61)     (0.99)     (0.17)             --
- ----------------------------------------          ------           ------     ------     ------     ------          ------
Net asset value, end of period                    $22.67           $23.58     $17.31     $17.40     $14.26          $11.95
========================================          ======           ======     ======     ======     ======          ======
Total return(d)                                    15.78%           37.37%      3.03%     30.52%     20.87%           7.75%
========================================          ======           ======     ======     ======     ======          ======
Ratios and supplemental data:
Net assets, end of period (in 000s)               $  605           $  702     $9,276     $3,738     $   72          $   31
========================================          ======           ======     ======     ======     ======          ======
Ratio of net investment income (loss) to
  average net assets:
  With fee waivers                                 (0.58)%(e)        0.43%(f)   0.87%      0.73%      0.91%           1.96%(g)
- ----------------------------------------          ------           ------     ------     ------     ------          ------
  Without fee waivers                              (0.71)%(e)        0.30%(f)   0.85%      0.66%     (0.16)%          4.84%(g)
========================================          ======           ======     ======     ======     ======          ======
Ratio of expenses to average net assets:
  With fee waivers                                  2.49%(e)         1.48(f)    1.47%      1.79%      1.82%           1.84%(g)
- ----------------------------------------          ------           ------     ------     ------     ------          ------
  Without fee waivers                               2.62%(e)         1.61(f)    1.49%      1.86%      2.89%           8.64%(g)
========================================          ======           ======     ======     ======     ======          ======
Portfolio turnover rate                              107%             107%       111%        91%       103%            170%
========================================          ======           ======     ======     ======     ======          ======
</TABLE>

(a)  These selected per share data were calculated based upon average shares
     outstanding during the period.
(b)  Before reimbursement the net investment income per share would have been
     reduced by $0.13.
(c)  Before reimbursement the net investment income per share would have been
     reduced by $0.30.
(d)  Total return does not include sales charges and is not annualized for
     periods less than one year.
(e)  Ratios are annualized and based on average net assets of $251,286.
(f)  Ratios are based on average net assets of $7,564,046.
(g)  Annualized.

NOTE 9-SUBSEQUENT EVENT

On November 3, 1999, the Board of Trustees approved the conversion of Advisor
Class Shares into Class A Shares. The proposed effective date of this conversion
is February 11, 2000.

                                     FS-24
<PAGE>   607

                       REPORT OF INDEPENDENT ACCOUNTANTS

                       To the Shareholders of AIM Global Health Care Fund
                       and Board of Trustees of AIM Investment Funds:

                       In our opinion, the accompanying statement of assets and
                       liabilities, including the schedule of investments, and
                       the related statements of operations and of changes in
                       net assets and the financial highlights present fairly,
                       in all material respects, the financial position of the
                       AIM Global Health Care Fund at October 31, 1999, and the
                       results of its operations, the changes in its net assets
                       and the financial highlights for the periods indicated
                       therein, in conformity with generally accepted accounting
                       principles. These financial statements and financial
                       highlights (hereafter referred to as "financial
                       statements") are the responsibility of the Fund's
                       management; our responsibility is to express an opinion
                       on these financial statements based on our audits. We
                       conducted our audits of these financial statements in
                       accordance with generally accepted auditing standards
                       which require that we plan and perform the audit to
                       obtain reasonable assurance about whether the financial
                       statements are free of material misstatement. An audit
                       includes examining, on a test basis, evidence supporting
                       the amounts and disclosures in the financial statements,
                       assessing the accounting principles used and significant
                       estimates made by management, and evaluating the overall
                       financial statement presentation. We believe that our
                       audits, which included confirmation of securities at
                       October 31, 1999 by correspondence with the custodian and
                       brokers, provide a reasonable basis for the opinion
                       expressed above.


                                                /s/ PRICEWATERHOUSECOOPERS LLP
                                                    PRICEWATERHOUSECOOPERS LLP

                       Boston, Massachusetts
                       December 23, 1999

                                     FS-25
<PAGE>   608
SCHEDULE OF INVESTMENTS

October 31, 1999

<TABLE>
<CAPTION>
                                                     MARKET
                                       SHARES        VALUE
<S>                                  <C>          <C>
DOMESTIC COMMON STOCKS & OTHER
EQUITY INTERESTS-75.32%

BIOTECHNOLOGY-9.59%

Amgen, Inc.(a)(b)                       530,000   $ 42,267,500
- --------------------------------------------------------------
Enzon, Inc., Series A Cumulative
  Conv. Pfd. (Acquired 03/22/90;
  Cost $400,000)(b)(c)(d)                16,000      1,064,630
- --------------------------------------------------------------
Genzyme Surgical Products(b)                450          2,419
- --------------------------------------------------------------
PathoGenesis Corp.(b)                    16,000        240,000
- --------------------------------------------------------------
Protein Design Labs, Inc.(b)             20,000        801,250
- --------------------------------------------------------------
                                                    44,375,799
- --------------------------------------------------------------

DISTRIBUTORS (FOOD & HEALTH)-0.20%

AmeriSource Health Corp.-Class A(b)      60,000        900,000
- --------------------------------------------------------------

ELECTRONICS (INSTRUMENTATION)-2.86%

Varian Inc.(b)                          263,000      4,964,125
- --------------------------------------------------------------
Varian Medical Systems, Inc.            128,000      2,696,000
- --------------------------------------------------------------
Varian Semiconductor Equipment
  Associates, Inc.(b)                   247,000      5,588,375
- --------------------------------------------------------------
                                                    13,248,500
- --------------------------------------------------------------

HEALTH CARE (DIVERSIFIED)-18.49%

Abbott Laboratories                     120,000      4,845,000
- --------------------------------------------------------------
Bristol-Myers Squibb Co.(a)             320,000     24,580,000
- --------------------------------------------------------------
Sierra Health Services, Inc.(b)          33,000        241,312
- --------------------------------------------------------------
Warner-Lambert Co.                      700,000     55,868,750
- --------------------------------------------------------------
                                                    85,535,062
- --------------------------------------------------------------

HEALTH CARE (DRUGS-GENERIC & OTHER)-0.46%

Alpharma, Inc.-Class A                   10,000        351,875
- --------------------------------------------------------------
Barr Laboratories, Inc.(b)               59,000      1,788,438
- --------------------------------------------------------------
                                                     2,140,313
- --------------------------------------------------------------

HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS)-9.98%

Lilly (Eli) & Co.(a)                     35,000      2,410,625
- --------------------------------------------------------------
Merck & Co., Inc.(a)                    270,000     21,481,875
- --------------------------------------------------------------
Schering-Plough Corp.                   450,000     22,275,000
- --------------------------------------------------------------
                                                    46,167,500
- --------------------------------------------------------------

HEALTH CARE (HOSPITAL MANAGEMENT)-0.23%

Health Management Associates,
  Inc.-Class A(b)                       120,000      1,065,000
- --------------------------------------------------------------

HEALTH CARE (LONG TERM CARE)-0.79%

Ventas, Inc.                            750,000      3,656,250
- --------------------------------------------------------------

HEALTH CARE (MANAGED CARE)-13.21%

PacifiCare Health Systems, Inc.(b)      700,000     27,606,250
- --------------------------------------------------------------
United Healthcare Corp.                 513,900     26,562,206
- --------------------------------------------------------------
Wellpoint Health Networks, Inc.(b)      120,000      6,960,000
- --------------------------------------------------------------
                                                    61,128,456
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                     MARKET
                                       SHARES        VALUE
<S>                                  <C>          <C>
HEALTH CARE (MEDICAL PRODUCTS &
  SUPPLIES)-17.95%

Acuson Corp.(b)                          28,000   $    290,500
- --------------------------------------------------------------
Bausch & Lomb Inc.                       75,500      4,077,000
- --------------------------------------------------------------
Baxter International, Inc.               75,000      4,865,625
- --------------------------------------------------------------
Biomet, Inc.                             90,000      2,711,250
- --------------------------------------------------------------
EndoSonics Corp.(b)                   1,125,000      4,183,594
- --------------------------------------------------------------
Guidant Corp.(a)                        392,000     19,355,000
- --------------------------------------------------------------
Medtronic, Inc.(a)                      625,000     21,640,625
- --------------------------------------------------------------
Mentor Corp.                            143,200      3,374,150
- --------------------------------------------------------------
Molecular Biosystems, Inc.(b)           290,000        290,000
- --------------------------------------------------------------
Orthofix International N.V.(b)           27,000        378,000
- --------------------------------------------------------------
VISX, Inc.(b)                           350,000     21,896,875
- --------------------------------------------------------------
                                                    83,062,619
- --------------------------------------------------------------

INSURANCE (LIFE/HEALTH)-0.82%

Aetna, Inc.                              75,000      3,768,750
- --------------------------------------------------------------

INSURANCE (MULTI-LINE)-0.65%

CIGNA Corp.                              40,000      2,990,000
- --------------------------------------------------------------

SERVICES (COMMERCIAL & CONSUMER)-0.09%

IMS Health, Inc.                         15,000        435,000
- --------------------------------------------------------------
    Total Domestic Common Stocks &
      Other Equity Interests (Cost
      $277,184,917)                                348,473,249
- --------------------------------------------------------------

FOREIGN STOCKS-18.20%

FRANCE-1.24%

Sanofi-Synthelabo S.A. (Health
  Care-Drugs- Generic & Other)(b)       129,720      5,724,997
- --------------------------------------------------------------

GERMANY-3.05%

Altana A.G. (Health
  Care-Drugs-Generic & Other)           200,000     14,118,511
- --------------------------------------------------------------

ISRAEL-0.09%

Teva Pharmaceutical Industries
  Ltd.-ADR (Health
  Care-Drugs-Generic & Other)             8,700        420,863
- --------------------------------------------------------------

JAPAN-4.04%

Banyu Pharmaceutical Co., Ltd.
  (Health Care-Drugs-Generic &
  Other)                                 36,000        659,191
- --------------------------------------------------------------
Chugai Pharmaceutical Co., Ltd.
  (Health Care-Drugs-Generic &
  Other)                                108,000      1,284,543
- --------------------------------------------------------------
Daiichi Pharmaceutical Co., Ltd.
  (Health Care-Drugs-Generic &
  Other)                                 39,000        559,254
- --------------------------------------------------------------
Eisai Co., Ltd.
  (Health Care-Drugs-Generic &
  Other)                                 40,000      1,099,228
- --------------------------------------------------------------
</TABLE>

                                     FS-26
<PAGE>   609
<TABLE>
<CAPTION>
                                                     MARKET
                                       SHARES        VALUE
<S>                                  <C>          <C>
JAPAN-(CONTINUED)

Kissei Pharmaceutical Co., Ltd.
  (Health Care-Drugs-Generic & Other)    14,000   $    268,572
- --------------------------------------------------------------
Kyowa Hakko Kogyo
  (Health Care-Drugs-Generic & Other)    69,000        495,055
- --------------------------------------------------------------
Rohto Pharmaceutical Co., Ltd.
  (Health Care-Drugs-Generic & Other)    76,000        589,746
- --------------------------------------------------------------
Shionogi & Co., Ltd.
  (Health Care-Drugs-Generic & Other)    44,000        404,738
- --------------------------------------------------------------
Taisho Pharmaceutical Co., Ltd.
  (Health Care-Drugs-Generic & Other)    50,000      2,081,435
- --------------------------------------------------------------
Takeda Chemical Industries, Ltd.
  (Health Care-Drugs-Generic & Other)   154,000      8,848,113
- --------------------------------------------------------------
Uni-Charm Corp. (The)
  (Paper & Forest Products)               5,400        315,438
- --------------------------------------------------------------
Yamanouchi Pharmaceutical Co., Ltd.
  (Health Care-Drugs-Generic & Other)    46,000      2,086,998
- --------------------------------------------------------------
                                                    18,692,311
- --------------------------------------------------------------

NETHERLANDS-2.87%

Akzo Nobel N.V.
  (Chemicals-Diversified)               280,000     12,059,860
- --------------------------------------------------------------
Akzo Nobel N.V.-ADR
  (Chemicals-Diversified)                28,000      1,207,500
- --------------------------------------------------------------
                                                    13,267,360
- --------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                     MARKET
                                       SHARES        VALUE
<S>                                  <C>          <C>
SWITZERLAND-3.24%

Roche Holding A.G.
  (Health Care-Drugs-Generic & Other)     1,251   $ 15,014,954
- --------------------------------------------------------------

UNITED KINGDOM-3.67%

AstraZeneca Group PLC-ADR
  (Health Care-Drugs-Major
  Pharmaceuticals)                      350,000     16,012,500
- --------------------------------------------------------------
SmithKline Beecham PLC-ADR
  (Health Care-Drugs-Major
  Pharmaceuticals)                       15,000        960,000
- --------------------------------------------------------------
                                                    16,972,500
- --------------------------------------------------------------
    Total Foreign Stocks (Cost
      $65,836,293)                                  84,211,496
- --------------------------------------------------------------

MONEY MARKET FUNDS-8.10%

STIC Liquid Assets Portfolio(e)      18,742,434     18,742,434
- --------------------------------------------------------------
STIC Prime Portfolio(e)              18,742,434     18,742,434
- --------------------------------------------------------------
    Total Money Market Funds (Cost
      $37,484,868)                                  37,484,868
- --------------------------------------------------------------
TOTAL INVESTMENTS-101.62%                          470,169,613
- --------------------------------------------------------------
LIABILITIES LESS OTHER ASSETS-(1.62%)               (7,500,322)
- --------------------------------------------------------------
NET ASSETS-100.00%                                 462,669,291
==============================================================
</TABLE>

Investment Abbreviations:

ADR   - American Depositary Receipt
Conv. - Convertible
Pfd.  - Preferred

Notes to Schedule of Investments:

(a) A portion of this security is subject to call options written. See Note 8.
(b) Non-income producing security.
(c) Security fair valued in accordance with procedures established by the Board
    of Trustees.
(d) Restricted security. May be resold to qualified institutional buyers in
    accordance with the provisions of Rule 144A under the Securities Act of
    1933, as amended. The valuation of these securities has been determined in
    accordance with procedures established by the Board of Trustees. The market
    value of this security at 10/31/99 was $1,064,630 which represented 0.23% of
    the Fund's net assets.
(e) The security shares the same investment advisor as the Fund.

See Notes to Financial Statements.
                                     FS-27
<PAGE>   610
STATEMENT OF ASSETS AND LIABILITIES

October 31, 1999

<TABLE>
<S>                                            <C>
ASSETS:

Investments, at value (cost $380,506,078)      $  470,169,613
- -------------------------------------------------------------
Receivables for:
  Fund shares sold                                    258,340
- -------------------------------------------------------------
  Dividends and interest                              293,704
- -------------------------------------------------------------
Other assets                                            1,952
- -------------------------------------------------------------
    Total assets                                  470,723,609
- -------------------------------------------------------------

LIABILITIES:

Payables for:
  Fund shares reacquired                              746,897
- -------------------------------------------------------------
  Options written (Premiums received $7,216,094)    6,345,313
- -------------------------------------------------------------
Accrued advisory fees                                 381,886
- -------------------------------------------------------------
Accrued distribution fees                             303,320
- -------------------------------------------------------------
Accrued administrative services fees                   13,000
- -------------------------------------------------------------
Accrued transfer agent fees                            98,000
- -------------------------------------------------------------
Accrued trustees' fees                                  1,600
- -------------------------------------------------------------
Accrued operating expenses                            164,302
- -------------------------------------------------------------
    Total liabilities                               8,054,318
- -------------------------------------------------------------
NET ASSETS APPLICABLE TO SHARES OUTSTANDING    $  462,669,291
=============================================================

NET ASSETS:

Class A                                        $  357,746,590
=============================================================
Class B                                        $  102,915,544
=============================================================
Class C                                        $    1,278,126
=============================================================
Advisor Class                                  $      729,031
=============================================================
SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE:

Class A                                            14,905,069
=============================================================
Class B                                             4,483,105
=============================================================
Class C                                                55,675
=============================================================
Advisor Class                                          29,545
=============================================================
Class A:
  Net asset value and redemption price per
    share                                      $        24.00
- -------------------------------------------------------------
  Offering price per share:
    (Net asset value of $24.00 divided by
      95.25)                                   $        25.20
=============================================================
Class B:
  Net asset value and offering price per
    share                                      $        22.96
=============================================================
Class C:
  Net asset value and offering price per
    share                                      $        22.96
=============================================================
Advisor Class:
  Net asset value, redemption and offering
    price per share                            $        24.68
=============================================================
</TABLE>

STATEMENT OF OPERATIONS

For the year ended October 31, 1999

<TABLE>
<S>                                             <C>
INVESTMENT INCOME:

Dividends (net of $177,844 foreign withholding
  tax)                                          $  3,168,794
- ------------------------------------------------------------
Interest                                           1,712,526
- ------------------------------------------------------------
Securities lending                                   165,966
- ------------------------------------------------------------
    Total investment income                        5,047,286
- ------------------------------------------------------------
EXPENSES:

Advisory and administrative fees                   4,855,959
- ------------------------------------------------------------
Accounting services fees                             142,382
- ------------------------------------------------------------
Custodian fees                                        95,286
- ------------------------------------------------------------
Distribution fees -- Class A                       1,919,476
- ------------------------------------------------------------
Distribution fees -- Class B                       1,088,812
- ------------------------------------------------------------
Distribution fees -- Class C                           4,464
- ------------------------------------------------------------
Trustees' fees                                        19,026
- ------------------------------------------------------------
Transfer agent fees -- Class A                       749,616
- ------------------------------------------------------------
Transfer agent fees -- Class B                       212,608
- ------------------------------------------------------------
Transfer agent fees -- Class C                           871
- ------------------------------------------------------------
Transfer agent fees -- Advisor Class                   9,409
- ------------------------------------------------------------
Other                                                504,928
- ------------------------------------------------------------
    Total expenses                                 9,602,837
- ------------------------------------------------------------
Less: Expenses paid indirectly                        (4,130)
- ------------------------------------------------------------
    Net expenses                                   9,598,707
- ------------------------------------------------------------
Net investment income (loss)                      (4,551,421)
- ------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES, FOREIGN CURRENCIES,
  AND OPTION CONTRACTS:

Net realized gain (loss) from:
  Investment securities                           34,924,655
- ------------------------------------------------------------
  Foreign currencies                                 (72,071)
- ------------------------------------------------------------
  Option contracts written                         9,881,201
- ------------------------------------------------------------
                                                  44,733,785
- ------------------------------------------------------------
Change in net unrealized appreciation of:
  Investment securities                           44,979,725
- ------------------------------------------------------------
  Foreign currencies                                  35,250
- ------------------------------------------------------------
  Option contracts written                           870,781
- ------------------------------------------------------------
                                                  45,885,756
- ------------------------------------------------------------
  Net gain from investment securities, foreign
    currencies, and option contracts              90,619,541
- ------------------------------------------------------------
Net increase in net assets resulting from
  operations                                    $ 86,068,120
============================================================
</TABLE>

See Notes to Financial Statements.

                                     FS-28
<PAGE>   611

STATEMENTS OF CHANGES IN NET ASSETS

For the years ended October 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                  1999            1998
                                                              ------------    -------------
<S>                                                           <C>             <C>
OPERATIONS:

  Net investment income (loss)                                $ (4,551,421)   $  (5,699,337)
- -------------------------------------------------------------------------------------------
  Net realized gain (loss) from investment securities,
    foreign currencies and option contracts                     44,733,785         (805,542)
- -------------------------------------------------------------------------------------------
  Change in net unrealized appreciation (depreciation) of
    investment securities, foreign currencies and option
    contracts                                                   45,885,756      (18,545,458)
- -------------------------------------------------------------------------------------------
    Net increase (decrease) in net assets resulting from
      operations                                                86,068,120      (25,050,337)
- -------------------------------------------------------------------------------------------

DISTRIBUTIONS TO SHAREHOLDERS FROM NET REALIZED GAINS:

  Class A                                                               --     (111,031,821)
- -------------------------------------------------------------------------------------------
  Class B                                                               --      (34,132,236)
- -------------------------------------------------------------------------------------------
  Advisor Class                                                         --       (1,792,960)
- -------------------------------------------------------------------------------------------

SHARE TRANSACTIONS-NET:

  Class A                                                      (66,396,665)      14,570,400
- -------------------------------------------------------------------------------------------
  Class B                                                      (15,601,954)      (6,081,715)
- -------------------------------------------------------------------------------------------
  Class C                                                        1,345,583               --
- -------------------------------------------------------------------------------------------
  Advisor Class                                                 (6,483,138)         913,897
- -------------------------------------------------------------------------------------------
    Net increase (decrease) in net assets                       (1,068,054)    (162,604,772)
- -------------------------------------------------------------------------------------------

NET ASSETS:

  Beginning of period                                          463,737,345      626,342,117
- -------------------------------------------------------------------------------------------
  End of period                                               $462,669,291    $ 463,737,345
===========================================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                               $329,089,377    $ 420,849,043
- -------------------------------------------------------------------------------------------
  Undistributed net realized gain (loss) from investment
    securities, foreign currencies and option contracts         43,046,264       (1,759,592)
- -------------------------------------------------------------------------------------------
  Unrealized appreciation of investment securities, foreign
    currencies and option contracts                             90,533,650       44,647,894
- -------------------------------------------------------------------------------------------
                                                              $462,669,291    $ 463,737,345
===========================================================================================
</TABLE>

See Notes to Financial Statements.

                                     FS-29
<PAGE>   612

NOTES TO FINANCIAL STATEMENTS

October 31, 1999

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Global Health Care Fund (the "Fund") is a separate series of AIM Investment
Funds (the "Trust"). The Trust is organized as a Delaware business trust and is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end series management investment company consisting of twelve
separate series portfolios, each having an unlimited number of shares of
beneficial interest. The Fund consists of four different classes of shares:
Class A shares, Class B shares, Class C shares and Advisor Class shares. Class A
shares are sold with a front-end sales charge. Class B shares and Class C shares
are sold with a contingent deferred sales charge. Advisor Class shares were sold
without a sales charge. Matters affecting each portfolio or class will be voted
on exclusively by the shareholders of such portfolio or class. The assets,
liabilities and operations of each portfolio are accounted for separately.
Information presented in these financial statements pertains only to the Fund.
The Fund's investment objective is long-term growth of capital.
  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. The
following is a summary of the significant accounting policies followed by the
Fund in the preparation of its financial statements.

A.  Security Valuations -- A security listed or traded on an exchange (except
    convertible bonds) is valued at its last sales price on the exchange where
    the security is principally traded, or lacking any sales on a particular
    day, the security is valued at the closing bid price on that day. Each
    security reported on the NASDAQ National Market System is valued at the last
    sales price on the valuation date or absent a last sales price, at the
    closing bid price. Debt obligations (including convertible bonds) are valued
    on the basis of prices provided by an independent pricing service. Prices
    provided by the pricing service may be determined without exclusive reliance
    on quoted prices, and may reflect appropriate factors such as yield, type of
    issue, coupon rate and maturity date. Securities for which market prices are
    not provided by any of the above methods are valued based upon quotes
    furnished by independent sources and are valued at the last bid price in the
    case of equity securities and in the case of debt obligations, the mean
    between the last bid and asked prices. Securities for which market
    quotations are not readily available or are questionable are valued at fair
    value as determined in good faith by or under the supervision of the Trust's
    officers in a manner specifically authorized by the Board of Trustees.
    Short-term obligations having 60 days or less to maturity are valued at
    amortized cost which approximates market value. For purposes of determining
    net asset value per share, futures and options contracts generally will be
    valued 15 minutes after the close of trading of the New York Stock Exchange
    ("NYSE").
      Generally, trading in foreign securities is substantially completed each
    day at various times prior to the close of the NYSE. The values of such
    securities used in computing the net asset value of the Fund's shares are
    determined as of such times. Foreign currency exchange rates are also
    generally determined prior to the close of the NYSE. Occasionally, events
    affecting the values of such securities and such exchange rates may occur
    between the times at which they are determined and the close of the NYSE
    which would not be reflected in the computation of the Fund's net asset
    value. If events materially affecting the value of such securities occur
    during such period, then these securities will be valued at their fair value
    as determined in good faith by or under the supervision of the Board of
    Trustees.

B.  Securities Transactions, Investment Income and Distributions -- Securities
    transactions are accounted for on a trade date basis. Realized gains or
    losses on sales are computed on the basis of specific identification of the
    securities sold. Interest income is recorded as earned from settlement date
    and is recorded on the accrual basis. Dividend income is recorded on the
    ex-dividend date. The Fund may elect to use a portion of the proceeds of
    fund share redemptions as distributions for Federal income tax purposes.
      Distributions from income and net realized capital gains, if any, are
    generally paid annually and recorded on ex-dividend date.
      On October 31, 1999, undistributed net investment income was increased by
    $4,551,421, undistributed net realized gains increased by $72,071 and
    paid-in capital decreased by $4,623,492 as a result of differing book/tax
    treatment of foreign currency transactions and net operating loss
    reclassifications in order to comply with the requirements of the American
    Institute of Certified Public Accountants Statement of Position 93-2. Net
    assets of the Fund were unaffected by the reclassification discussed above.

C.  Federal Income Taxes -- The Fund intends to comply with the requirements of
    the Internal Revenue Code necessary to qualify as a regulated investment
    company and, as such, will not be subject to federal income taxes on
    otherwise taxable income (including net realized capital gains) which is
    distributed to shareholders. Therefore, no provision for federal income
    taxes is recorded in the financial statements.

D.  Foreign Currency Translations -- Portfolio securities and other assets and
    liabilities denominated in foreign currencies are translated into U.S.
    dollar amounts at date of valuation. Purchases and sales of portfolio
    securities and income items denominated in foreign currencies are translated
    into U.S. dollar amounts on the respective dates of such

                                     FS-30
<PAGE>   613
    transactions. The Fund does not separately account for that portion of the
    results of operations resulting from changes in foreign exchange rates on
    investments and the fluctuations arising from changes in market prices of
    securities held. Such fluctuations are included with the net realized and
    unrealized gain or loss from investments.

E.  Foreign Currency Contracts -- A foreign currency contract is an obligation
    to purchase or sell a specific currency for an agreed-upon price at a future
    date. The Fund may enter into a foreign currency contract to attempt to
    minimize the risk to the Fund from adverse changes in the relationship
    between currencies. The Fund may also enter into a foreign currency contract
    for the purchase or sale of a security denominated in a foreign currency in
    order to "lock in" the U.S. dollar price of that security. The Fund could be
    exposed to risk if counterparties to the contracts are unable to meet the
    terms of their contracts or if the value of the foreign currency changes
    unfavorably.

F.  Covered Call Options -- The Fund may write call options, but only on a
    covered basis; that is, the Fund will own the underlying security. Options
    written by the Fund normally will have expiration dates between three and
    nine months from the date written. The exercise price of a call option may
    be below, equal to, or above the current market value of the underlying
    security at the time the option is written. When the Fund writes a covered
    call option, an amount equal to the premium received by the Fund is recorded
    as an asset and an equivalent liability. The amount of the liability is
    subsequently "marked-to-market" to reflect the current market value of the
    option written. The current market value of a written option is the mean
    between the last bid and asked prices on that day. If a written call option
    expires on the stipulated expiration date, or if the Fund enters into a
    closing purchase transaction, the Fund realizes a gain (or a loss if the
    closing purchase transaction exceeds the premium received when the option
    was written) without regard to any unrealized gain or loss on the underlying
    security, and the liability related to such option is extinguished. If a
    written option is exercised, the Fund realizes a gain or a loss from the
    sale of the underlying security and the proceeds of the sale are increased
    by the premium originally received.
      A call option gives the purchaser of such option the right to buy, and the
    writer (the Fund) the obligation to sell, the underlying security at the
    stated exercise price during the option period. The purchaser of a call
    option has the right to acquire the security which is the subject of the
    call option at any time during the option period. During the option period,
    in return for the premium paid by the purchaser of the option, the Fund has
    given up the opportunity for capital appreciation above the exercise price
    should the market price of the underlying security increase, but has
    retained the risk of loss should the price of the underlying security
    decline. During the option period, the Fund may be required at any time to
    deliver the underlying security against payment of the exercise price. This
    obligation is terminated upon the expiration of the option period or at such
    earlier time at which the Fund effects a closing purchase transaction by
    purchasing (at a price which may be higher than that received when the call
    option was written) a call option identical to the one originally written.

G.  Put Options -- The Fund may purchase put options. By purchasing a put
    option, the Fund obtains the right (but not the obligation) to sell the
    option's underlying instrument at a fixed strike price. In return for this
    right, the Fund pays an option premium. The option's underlying instrument
    may be a security or a futures contract. Put options may be used by the Fund
    to hedge securities it owns by locking in a minimum price at which the Fund
    can sell. If security prices fall, the put option could be exercised to
    offset all or a portion of the Fund's resulting losses. At the same time,
    because the maximum the Fund has at risk is the cost of the option,
    purchasing put options does not eliminate the potential for the Fund to
    profit from an increase in the value of the securities hedged.

H.  Expenses -- Distribution expenses directly attributable to a class of shares
    are charged to that class' operations. All other expenses which are
    attributable to more than one class are allocated among the classes.

I.  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
    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 fluctuations, perceived credit risk,
    adverse political and economic developments and possible adverse foreign
    government intervention.
      In addition, the Fund's policy of concentrating its investments in
    companies in the health care industry subjects the Fund to greater risk than
    a fund that is more diversified.

J.  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.

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

A I M Advisors, Inc. ("AIM") is the Fund's investment manager and administrator.
The Fund pays AIM investment management and administration fees at an annual
rate of 0.975% on the first $500 million of the Fund's average daily net assets,
plus 0.95% on the next $500 million of the Fund's average daily net assets, plus
0.925% on the next $500 million of the Fund's average daily net assets, plus
0.90% on the Fund's average daily net assets exceeding $1.5 billion. AIM has
contractually agreed 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%, 2.50% and 1.50% of the average daily net assets of the
Fund's Class A, Class B, Class C and Advisor Class shares, respectively.

                                     FS-31
<PAGE>   614

  Effective July 1, 1999, the Trust entered into a master administrative
services agreement with AIM, replacing the prior pricing and accounting
agreement. The Fund, pursuant to the master administrative services agreement
with AIM, has agreed to pay AIM for certain administrative costs incurred in
providing accounting services to the Fund. Prior to July 1, 1999, AIM was the
pricing and accounting agent for the Fund. The monthly fee for these services
paid to AIM was a percentage, not to exceed 0.03% annually, of a Fund's average
daily net assets. The annual fee rate was derived based on the aggregate net
assets of the funds which comprised the following investment companies: AIM
Growth Series, AIM Investment Funds, AIM Series Trust, G.T. Global Variable
Investment Series and G.T. Global Variable Investment Trust. The fee was
calculated at the rate of 0.03% of the first $5 billion of assets and 0.02% to
the assets in excess of $5 billion. An amount is allocated to and paid by each
such fund based on its relative average daily net assets. For the year ended
October 31, 1999, AIM was paid $142,382 for such services.
  The Fund, pursuant to a transfer agency and service agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and
shareholder services to the Fund. For the year ended October 31, 1999, AFS was
paid $972,504 for such services.
  The Trust has entered into master distribution agreements with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A, Class B, Class C and Advisor Class shares of the Fund. The Trust has
adopted a plan pursuant to Rule 12b-1 under the 1940 Act with respect to the
Fund's Class A shares, Class B shares and Class C shares (collectively the
"Plans"). The Fund , pursuant to the Plans, pays AIM Distributors compensation
at the annual rate of 0.50% of the Fund's average daily net assets of Class A
shares and 1.00% of the average daily net assets of Class B and C shares. Of
these amounts, the Fund may pay a service fee of 0.25% of the average daily net
assets of the Class A, Class B or Class C shares to selected dealers and
financial institutions who furnish continuing personal shareholder services to
their customers who purchase and own the appropriate class of shares of the
Fund. Any amounts not paid as a service fee under the Plans would constitute an
asset-based sales charge. The Plans also impose a cap on the total sales
charges, including asset-based sales charges that may be paid by the respective
classes. For the year ended October 31, 1999, the Class A, Class B and Class C
shares paid AIM Distributors $1,919,476, $1,088,812 and 4,464, respectively, as
compensation under the Plans.
  AIM Distributors received commissions of $51,905 from sales of the Class A
shares of the Fund during the year ended October 31, 1999. Such commissions are
not an expense of the Fund. They are deducted from, and are not included in, the
proceeds from sales of Class A shares. During the year ended October 31, 1999,
AIM Distributors received $3,480 in contingent deferred sales charges imposed on
redemptions of Fund shares. Certain officers and trustees of the Trust are
officers and directors of AIM, AFS and AIM Distributors.

NOTE 3-INDIRECT EXPENSES

During the year ended October 31, 1999, the Fund received reductions in
custodian fees of $4,130 under expense offset arrangements. The effect of the
above arrangements resulted in a reduction of the Fund's total expenses of
$4,130 during the year ended October 31, 1999.

NOTE 4-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a
syndicate administered by The Chase Manhattan Bank. The Fund may borrow up to
the lesser of (i) $1,000,000,000 or (ii) the limits set by its prospectus for
borrowings. The Fund and other funds advised by AIM which are parties to the
line of credit may borrow on a first come, first served basis. The funds which
are party to the line of credit are charged a commitment fee of 0.09% on the
unused balance of the committed line. The commitment fee is allocated among the
funds based on their respective average net assets for the period. Prior to May
28, 1999, the Fund, along with certain other funds advised and/or administered
by AIM, had a line of credit with BankBoston and State Street Bank & Trust
Company. The arrangements with the banks allowed the Fund and certain other
funds to borrow, on a first come, first served basis, an aggregate maximum
amount of $250,000,000.

NOTE 5-PORTFOLIO SECURITIES LOANED

At October 31, 1999, securities with an aggregate value of $2,087,256 were on
loan to brokers. The loans were secured by cash collateral of $2,129,001
received by the Fund. For the year ended October 31, 1999, the Fund received
fees of $165,966 for securities lending.
  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 the loan. The cash collateral is
invested in a securities lending trust which consists of a portfolio of high
quality short duration securities whose average effective duration is restricted
to 120 days or less.

NOTE 6-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities)
purchased and sold by the Fund during the year ended October 31, 1999 was
$569,311,572 and $591,125,893, respectively. The amount of unrealized
appreciation (depreciation) of investment securities, for tax purposes, as of
October 31, 1999 is as follows:

<TABLE>
<S>                                          <C>
Aggregate unrealized appreciation of
investment securities                        $ 99,703,597
- ---------------------------------------------------------
Aggregate unrealized appreciation
  (depreciation) of investment securities     (10,972,470)
- ---------------------------------------------------------
Net unrealized appreciation of investment
  securities                                 $ 88,731,127
- ---------------------------------------------------------
Cost of investments for tax purposes is $381,438,486.
</TABLE>

                                     FS-32
<PAGE>   615
NOTE 7-CALL OPTION CONTRACTS

Transactions in call options written during the year ended October 31, 1999 are
summarized as follows:

<TABLE>
<CAPTION>
                                                                CALL OPTION CONTRACTS
                                                              -------------------------
                                                              NUMBER OF      PREMIUMS
                                                              CONTRACTS      RECEIVED
                                                              ----------   ------------
<S>                                                           <C>          <C>
Beginning of year                                                     --   $         --
- ---------------------------------------------------------------------------------------
Written                                                           92,970     30,864,043
- ---------------------------------------------------------------------------------------
Closed                                                           (55,720)   (18,608,125)
- ---------------------------------------------------------------------------------------
Exercised                                                        (13,045)    (3,104,014)
- ---------------------------------------------------------------------------------------
Expired                                                           (5,155)    (1,935,810)
- ---------------------------------------------------------------------------------------
End of year                                                       19,050   $  7,216,094
=======================================================================================
</TABLE>

Open call option contracts written at October 31, 1999 were as follows:

<TABLE>
<CAPTION>
                                                                                                    OCTOBER 31,      UNREALIZED
                                                     CONTRACT   STRIKE   NUMBER OF     PREMIUMS        1999         APPRECIATION
                       ISSUE                          MONTH     PRICE    CONTRACTS     RECEIVED    MARKET VALUE    (DEPRECIATION)
- -------------------------------------------          --------  -------   ----------   ----------   -------------   --------------
<S>                                                  <C>        <C>      <C>          <C>          <C>             <C>
Amgen, Inc.                                           Dec-99    $   80        5,300   $3,126,206   $   2,650,000   $      476,206
- ---------------------------------------------------------------------------------------------------------------------------------
Bristol-Myers Squibb Co.                              Dec-99        75        3,200    1,329,105       1,520,000         (190,895)
- ---------------------------------------------------------------------------------------------------------------------------------
Guidant Corp.                                         Jan-00        60        1,500      912,720         271,875          640,845
- ---------------------------------------------------------------------------------------------------------------------------------
Guidant Corp.                                         Nov-99        55        1,000      271,991          68,750          203,241
- ---------------------------------------------------------------------------------------------------------------------------------
Lilly (Eli) & Co.                                     Nov-99        65          350       95,197         164,063          (68,866)
- ---------------------------------------------------------------------------------------------------------------------------------
Medtronic, Inc.                                       Nov-99      37.5        3,000      466,584         196,875          269,709
- ---------------------------------------------------------------------------------------------------------------------------------
Medtronic, Inc.                                       Nov-99        40        2,000      371,988          56,250          315,738
- ---------------------------------------------------------------------------------------------------------------------------------
Merck & Co., Inc.                                     Nov-99        75        2,700      642,303       1,417,500         (775,197)
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                             19,050   $7,216,094   $   6,345,313  $       870,781
=================================================================================================================================
</TABLE>

NOTE 8-PUT OPTION CONTRACTS

Transactions in put options during the year ended October 31, 1999 are
summarized as follows:

<TABLE>
<CAPTION>
                                                                PUT OPTION CONTRACTS
                                                              ------------------------
                                                              NUMBER OF     PREMIUMS
                                                              CONTRACTS       PAID
                                                              ----------   -----------
<S>                                                           <C>          <C>
Beginning of year                                                     --   $        --
- --------------------------------------------------------------------------------------
Purchased                                                          5,950     1,894,123
- --------------------------------------------------------------------------------------
Closed                                                            (1,850)     (488,808)
- --------------------------------------------------------------------------------------
Exercised                                                         (1,900)     (256,104)
- --------------------------------------------------------------------------------------
Expired                                                           (2,200)   (1,149,211)
- --------------------------------------------------------------------------------------
End of year                                                           --   $        --
======================================================================================
</TABLE>

NOTE 9-SHARE INFORMATION

Changes in shares outstanding during the years ended October 31, 1999 and 1998
were as follows:

<TABLE>
<CAPTION>
                                                                         1999                         1998
                                                              --------------------------   ---------------------------
                                                                SHARES        AMOUNT         SHARES         AMOUNT
                                                              ----------   -------------   -----------   -------------
<S>                                                           <C>          <C>             <C>           <C>
Sold:
  Class A                                                      6,319,231   $ 143,915,406    24,980,706   $ 526,818,779
- ----------------------------------------------------------------------------------------------------------------------
  Class B                                                        691,366      16,088,681     3,933,442      81,783,021
- ----------------------------------------------------------------------------------------------------------------------
  Class C *                                                       58,588       1,413,024            --              --
- ----------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                   18,009         438,450     2,760,416      60,020,116
- ----------------------------------------------------------------------------------------------------------------------
Issued as reinvestment of dividends:
  Class A                                                             --              --     4,212,044      87,484,194
- ----------------------------------------------------------------------------------------------------------------------
  Class B                                                             --              --     1,393,872      27,961,083
- ----------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                       --              --        84,210       1,780,217
- ----------------------------------------------------------------------------------------------------------------------
Reacquired:
  Class A                                                     (9,158,822)   (210,312,070)  (28,318,023)   (599,732,573)
- ----------------------------------------------------------------------------------------------------------------------
  Class B                                                     (1,386,892)    (31,690,636)   (5,554,950)   (115,825,819)
- ----------------------------------------------------------------------------------------------------------------------
  Class C*                                                        (2,913)        (67,441)           --              --
- ----------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                 (274,593)     (6,921,588)   (2,799,107)    (60,886,436)
- ----------------------------------------------------------------------------------------------------------------------
                                                              (3,736,026)  $ (87,136,174)      692,610   $   9,402,582
======================================================================================================================
</TABLE>

* Class C shares commenced sales on March 1, 1999.



                                     FS-33
<PAGE>   616
NOTE 10-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,
                                                              ---------------------------------------------------------
                                                              1999(A)      1998(a)     1997(a)     1996(a)       1995
                                                              --------     --------    --------    --------    --------
<S>                                                           <C>          <C>         <C>         <C>         <C>
Net asset value, beginning of period                          $  20.15     $  27.98    $  23.60    $  21.84    $  19.60
- -----------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                   (0.19)       (0.21)      (0.25)      (0.17)      (0.15)
- -----------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments          4.04        (0.91)       6.48        4.79        3.73
- -----------------------------------------------------------------------------------------------------------------------
    Net increase (decrease) from investment operations            3.85        (1.12)       6.23        4.62        3.58
- -----------------------------------------------------------------------------------------------------------------------
Distributions to shareholders:
  From net realized gain on investments                             --        (6.70)      (1.85)      (2.86)      (1.34)
- -----------------------------------------------------------------------------------------------------------------------
  In excess of net realized gain on investments                     --        (0.01)         --          --          --
- -----------------------------------------------------------------------------------------------------------------------
    Total distributions                                             --        (6.71)      (1.85)      (2.86)      (1.34)
- -----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                $  24.00     $  20.15    $  27.98    $  23.60    $  21.84
=======================================================================================================================
Total return(b)                                                  19.11%       (4.71)%     28.36%      23.14%      19.79%
=======================================================================================================================
Ratios and supplemental data:
Net assets, end of period (in 000's)                          $357,747     $357,534    $472,083    $467,861    $426,380
=======================================================================================================================
Ratio of net investment income (loss) to average net assets:     (0.81)%(c)    (0.98)%    (1.03)%     (0.75)%     (0.78)%
=======================================================================================================================
Ratio of expenses to average net assets:                          1.82%(c)     1.84%       1.80%       1.84%       1.91%
=======================================================================================================================
Portfolio turnover rate                                            123%         187%        149%        157%         99%
=======================================================================================================================
</TABLE>

(a)  These selected per share data were calculated based upon the average shares
     outstanding during the period.
(b)  Total return does not include sales charge and is not annualized for
     periods less than one year.
(c)  Ratios are based on average net assets of $383,895,122.

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,
                                                              --------------------------------------------------------
                                                              1999(a)      1998(a)     1997(a)     1996(A)      1995
                                                              --------     --------    --------    --------    -------
<S>                                                           <C>          <C>         <C>         <C>         <C>
Net asset value, beginning of period                          $  19.37     $  27.27    $  23.15    $  21.56    $ 19.46
- -----------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                   (0.30)       (0.30)      (0.37)      (0.27)     (0.25)
- -----------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments          3.89        (0.89)       6.34        4.72       3.69
- -----------------------------------------------------------------------------------------------------------------------
    Net increase (decrease) from investment operations            3.59        (1.19)       5.97        4.45       3.44
- -----------------------------------------------------------------------------------------------------------------------
Distributions to shareholders:
  From net realized gain on investments                             --        (6.70)      (1.85)      (2.86)     (1.34)
- -----------------------------------------------------------------------------------------------------------------------
  In excess of net realized gain on investments                     --        (0.01)         --          --         --
- -----------------------------------------------------------------------------------------------------------------------
    Total distributions                                             --        (6.71)      (1.85)      (2.86)     (1.34)
- -----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                $  22.96     $  19.37    $  27.27    $  23.15    $ 21.56
=======================================================================================================================
Total return(b)                                                  18.53%       (5.20)%     27.75%      22.59%     19.17%
=======================================================================================================================
Ratios and supplemental data:
Net assets, end of period (in 000's)                          $102,916     $100,311    $147,440    $107,622    $70,740
=======================================================================================================================
Ratio of net investment income (loss) to average net assets:     (1.32)%(c)    (1.48)%    (1.53)%     (1.25)%    (1.28)%
=======================================================================================================================
Ratio of expenses to average net assets:                          2.33%(c)     2.34%       2.30%       2.34%      2.41%
=======================================================================================================================
Portfolio turnover rate                                            123%         187%        149%        157%        99%
=======================================================================================================================
</TABLE>

(a) These selected per share data were calculated based upon the average shares
    outstanding during the period.
(b) Total return does not include sales charges and is not annualized for
    periods less than one year.
(c) Ratios are based on average net assets of $108,881,226.

                                     FS-34
<PAGE>   617
NOTE 10-FINANCIAL HIGHLIGHTS (CONTINUED)

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 C                                 ADVISOR CLASS
                                              -------------------    ------------------------------------------------------------
                                                 MARCH 1, 1999                YEAR ENDED OCTOBER 31,               JUNE 1, 1995
                                                      TO             -----------------------------------------          TO
                                              OCTOBER 31, 1999(a)    1999(a)     1998(a)    1997(a)    1996(a)   OCTOBER 31, 1995
                                              -------------------    -------     -------    -------    -------   ----------------
<S>                                           <C>                    <C>         <C>        <C>        <C>       <C>
Net asset value, beginning of period                $22.50           $ 20.59     $ 28.34    $ 23.77    $ 21.88         $18.66
- ---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                       (0.21)           (0.08)      (0.10)     (0.12)     (0.05)         (0.02)
- ---------------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on
    investments                                       0.67              4.17       (0.94)      6.54       4.80           3.24
- ---------------------------------------------------------------------------------------------------------------------------------
    Net increase (decrease) from investment
      operations                                      0.46              4.09       (1.04)      6.42       4.75           3.22
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders:
  From net realized gain on investments                 --                --       (6.70)     (1.85)     (2.86)            --
- ---------------------------------------------------------------------------------------------------------------------------------
  In excess of net realized gain on
    investments                                         --                --       (0.01)        --         --             --
- ---------------------------------------------------------------------------------------------------------------------------------
    Total distributions                                 --                --       (6.71)     (1.85)     (2.86)            --
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                      $22.96           $ 24.68      $20.59     $28.34     $23.77         $21.88
=================================================================================================================================
Total return(b)                                       2.04%            19.86%      (4.28)%    29.00%     23.82%         17.10%
=================================================================================================================================
Ratios and supplemental data:
Net assets, end of period (in 000's)                $1,278           $   729      $5,892     $6,819     $1,152         $  539
=================================================================================================================================
Ratio of net investment income (loss) to
  average net assets:                                (1.32)%(c)        (0.33)%(d)  (0.48)%    (0.53)%    (0.25)%        (0.28)%(e)
=================================================================================================================================
Ratio of expenses to average net assets:              2.33%(c)          1.34%(d)    1.34%      1.30%      1.34%          1.41%(e)
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                123%              123%        187%       149%       157%            99%
=================================================================================================================================
</TABLE>

(a) These selected per share data were calculated based upon the average shares
    outstanding during the period.
(b) Total return does not include sales charges and is not annualized for
    periods less than one year.
(c) Ratios are annualized and based on average net assets of $670,519.
(d) Ratios are based on average net assets of $4,818,675.
(e) Annualized.

NOTE 11-SUBSEQUENT EVENT

On November 3, 1999, the Board of Trustees approved the conversion of Advisor
Class Shares into Class A Shares. The proposed effective date of this conversion
is February 11, 2000.

                                     FS-35
<PAGE>   618

                       REPORT OF INDEPENDENT ACCOUNTANTS

                       To the Shareholders of AIM Global Infrastructure Fund
                       and Board of Trustees of AIM Investment Funds

                       In our opinion, the accompanying statement of assets and
                       liabilities, including the schedule of investments, and
                       the related statements of operations and of changes in
                       net assets and the financial highlights present fairly,
                       in all material respects, the financial position of the
                       AIM Global Infrastructure Fund at October 31, 1999, and
                       the results of its operations, the changes in its net
                       assets and the financial highlights for the periods
                       indicated, in conformity with generally accepted
                       accounting principles. These financial statements and
                       financial highlights (hereafter referred to as "financial
                       statements") are the responsibility of the Fund's
                       management; our responsibility is to express an opinion
                       on these financial statements based on our audits. We
                       conducted our audits of these financial statements in
                       accordance with generally accepted auditing standards
                       which require that we plan and perform the audit to
                       obtain reasonable assurance about whether the financial
                       statements are free of material misstatement. An audit
                       includes examining, on a test basis, evidence supporting
                       the amounts and disclosures in the financial statements,
                       assessing the accounting principles used and significant
                       estimates made by management, and evaluating the overall
                       financial statement presentation. We believe that our
                       audits, which included confirmation of securities at
                       October 31, 1999 by correspondence with the custodian and
                       brokers, provide a reasonable basis for the opinion
                       expressed above.

                                                /s/ PRICEWATERHOUSECOOPERS LLP
                                                    PRICEWATERHOUSECOOPERS LLP

                       Boston, Massachusetts
                       December 23, 1999

                                     FS-36

<PAGE>   619

SCHEDULE OF INVESTMENTS

October 31, 1999

<TABLE>
<CAPTION>
                                                    MARKET
                                        SHARES       VALUE
<S>                                     <C>       <C>

DOMESTIC COMMON STOCKS & OTHER EQUITY
  INTERESTS-46.84%

AEROSPACE/DEFENSE-3.25%

General Dynamics Corp.                   26,494   $ 1,468,761
- -------------------------------------------------------------

COMMUNICATIONS EQUIPMENT-5.64%

Aether Systems, Inc.(a)                   5,200       361,725
- -------------------------------------------------------------
Juniper Networks, Inc.(a)                 1,500       413,437
- -------------------------------------------------------------
Lucent Technologies Inc.                  9,700       623,225
- -------------------------------------------------------------
Sycamore Networks, Inc.(a)                  800       172,000
- -------------------------------------------------------------
Tellabs, Inc.(a)                         11,270       712,827
- -------------------------------------------------------------
Williams Communications Group, Inc.(a)    8,200       261,375
- -------------------------------------------------------------
                                                    2,544,589
- -------------------------------------------------------------

COMPUTERS (NETWORKING)-3.66%

Cisco Systems, Inc.(a)                   17,684     1,308,616
- -------------------------------------------------------------
Foundry Networks, Inc.(a)                 1,800       341,100
- -------------------------------------------------------------
                                                    1,649,716
- -------------------------------------------------------------

ELECTRIC COMPANIES-7.71%

Calpine Capital Trust-$2.88 Conv. Pfd.    6,200       365,800
- -------------------------------------------------------------
Dominion Resources, Inc.                 18,700       899,937
- -------------------------------------------------------------
FPL Group, Inc.                          12,700       638,969
- -------------------------------------------------------------
Montana Power Co.                        19,400       551,687
- -------------------------------------------------------------
Pinnacle West Capital Corp.              13,700       505,187
- -------------------------------------------------------------
Texas Utilities Co.                      13,400       519,250
- -------------------------------------------------------------
                                                    3,480,830
- -------------------------------------------------------------

MACHINERY (DIVERSIFIED)-1.82%

Ingersoll-Rand Co.                       15,700       820,325
- -------------------------------------------------------------

MANUFACTURING (DIVERSIFIED)-1.77%

United Technologies Corp.                13,200       798,600
- -------------------------------------------------------------

NATURAL GAS-4.79%

El Paso Energy Corp.                      8,100       332,100
- -------------------------------------------------------------
Enron Corp.                              45,800     1,829,138
- -------------------------------------------------------------
                                                    2,161,238
- -------------------------------------------------------------

POWER PRODUCERS (INDEPENDENT)-1.87%

AES Corp.(a)                             14,988       845,885
- -------------------------------------------------------------

SERVICES (COMMERCIAL & CONSUMER)-0.32%

Navigant Consulting, Inc.(a)              5,000       142,813
- -------------------------------------------------------------

SERVICES (COMPUTER SYSTEMS)-1.45%

Clarent Corp.(a)                          6,900       654,638
- -------------------------------------------------------------

TELECOMMUNICATIONS
  (CELLULAR/WIRELESS)-3.17%

Phone.com, Inc.(a)                        4,800       986,400
- -------------------------------------------------------------
Triton PCS Holdings, Inc.-Class A(a)      9,600       338,400
- -------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                    MARKET
                                        SHARES       VALUE
<S>                                     <C>       <C>

TELECOMMUNICATIONS
  (CELLULAR/WIRELESS)-(CONTINUED)

Western Wireless Corp.-Class A(a)         2,000   $   105,750
- -------------------------------------------------------------
                                                    1,430,550
- -------------------------------------------------------------

TELECOMMUNICATIONS (LONG
  DISTANCE)-5.28%

AT&T Corp.                               14,242       665,814
- -------------------------------------------------------------
MCI WorldCom, Inc.(a)                    20,000     1,716,250
- -------------------------------------------------------------
                                                    2,382,064
- -------------------------------------------------------------

TELEPHONE-6.11%

Bell Atlantic Corp.                      19,700     1,279,269
- -------------------------------------------------------------
SBC Communications, Inc.                 29,000     1,477,188
- -------------------------------------------------------------
                                                    2,756,457
- -------------------------------------------------------------
    Total Domestic Common Stocks &
      Other Equity Interests (Cost
      $13,486,635)                                 21,136,466
- -------------------------------------------------------------

FOREIGN STOCKS-49.10%

CANADA-1.72%

Canadian National Railway Co.
  (Railroads)                            25,600       776,364
- -------------------------------------------------------------

FINLAND-5.61%

Nokia Oyj-ADR (Communications
  Equipment)                             20,000     2,311,250
- -------------------------------------------------------------
Sonera Oyj
(Telecommunications-Cellular/Wireless)    7,350       220,765
- -------------------------------------------------------------
                                                    2,532,015
- -------------------------------------------------------------

FRANCE-4.23%

Suez Lyonnaise des Eaux S.A.
  (Manufacturing- Diversified)            3,650       589,437
- -------------------------------------------------------------
Vivendi (Consumer Services)              17,400     1,318,924
- -------------------------------------------------------------
                                                    1,908,361
- -------------------------------------------------------------

GERMANY-5.31%

Mannesmann A.G.
  (Machinery-Diversified)                12,800     2,013,203
- -------------------------------------------------------------
Viag A.G. (Manufacturing-Diversified)    20,800       384,040
- -------------------------------------------------------------
                                                    2,397,243
- -------------------------------------------------------------

IRELAND-2.40%

CRH PLC (Construction-Cement &
  Aggregates)                            38,000       717,603
- -------------------------------------------------------------
Esat Telecom Group PLC-ADR
  (Telecommunications-Long
  Distance)(a)                            8,200       366,950
- -------------------------------------------------------------
                                                    1,084,553
- -------------------------------------------------------------

ISRAEL-0.44%

Partner Communications Co. Ltd.-ADR
  (Telecommunications-Cellular/
  Wireless)(a)                           12,700       200,025
- -------------------------------------------------------------

ITALY-3.17%

ACEA S.p.A. (Water Utilities)(a)         72,800       810,314
- -------------------------------------------------------------
Telecom Italia S.p.A. (Telephone)       126,300       620,521
- -------------------------------------------------------------
                                                    1,430,835
- -------------------------------------------------------------
</TABLE>

                                     FS-37
<PAGE>   620
<TABLE>
<CAPTION>
                                                    MARKET
                                        SHARES       VALUE
<S>                                     <C>       <C>

JAPAN-3.67%

Nippon Telegraph & Telephone Corp.
  (Telecommunications-Long Distance)         30   $   460,410
- -------------------------------------------------------------
NTT Mobile Communications Network,
  Inc.
  (Telecommunications-Cellular/Wireless)     45     1,195,626
- -------------------------------------------------------------
                                                    1,656,036
- -------------------------------------------------------------

MEXICO-0.11%

Nuevo Grupo Iusacell S.A. de C.V.-ADR
(Telecommunications-Cellular/Wireless)    4,300        51,062
- -------------------------------------------------------------

NETHERLANDS-3.07%

Equant N.V. (Computers-Networking)(a)     8,980       871,060
- -------------------------------------------------------------
Libertel N.V.
  (Telecommunications-Cellular/
  Wireless)(a)                            9,750       184,635
- -------------------------------------------------------------
Versatel Telecom International N.V.
  (Telecommunications-Long
  Distance)(a)                           26,500       328,976
- -------------------------------------------------------------
                                                    1,384,671
- -------------------------------------------------------------

PORTUGAL-0.78%

Brisa-Auto Estradas de Portugal, S.A.
  (Engineering & Construction)            8,900       350,654
- -------------------------------------------------------------

SOUTH KOREA-3.34%

Korea Electric Power Corp.-ADR
  (Electric Companies)                   29,500       464,625
- -------------------------------------------------------------
Pohang Iron & Steel Co. Ltd.-ADR (Iron
  & Steel)                               31,200     1,041,300
- -------------------------------------------------------------
                                                    1,505,925
- -------------------------------------------------------------

SPAIN-3.34%

Endesa S.A.-ADR (Electric Companies)     39,600       789,525
- -------------------------------------------------------------
Sogciable S.A. (Electric Companies)(a)   10,100       277,968
- -------------------------------------------------------------
Union Electrica Fenosa, S.A. (Electric
  Companies)                             30,000       439,020
- -------------------------------------------------------------
                                                    1,506,513
- -------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                    MARKET
                                        SHARES       VALUE
<S>                                     <C>       <C>

UNITED KINGDOM-11.91%

BG PLC (Oil & Gas-Exploration &
  Production)                           104,100   $   578,062
- -------------------------------------------------------------
eircom PLC (Telecommunication-Long
  Distance)(a)                          282,900     1,180,083
- -------------------------------------------------------------
General Electric Co. PLC
  (Manufacturing- Diversified)           63,700       692,783
- -------------------------------------------------------------
Hanson PLC-ADR
  (Manufacturing-Diversified)            16,000       619,000
- -------------------------------------------------------------
National Grid Group PLC (Electric
  Companies)                             95,060       710,330
- -------------------------------------------------------------
Vodafone AirTouch PLC
(Telecommunications-Cellular/Wireless)  159,145       740,470
- -------------------------------------------------------------
Vodafone AirTouch PLC-ADR
  (Telecommunications-
  Cellular/Wireless)                     17,750       850,891
- -------------------------------------------------------------
                                                    5,371,619
- -------------------------------------------------------------
    Total Foreign Stocks (Cost
      $13,333,929)                                 22,155,876
- -------------------------------------------------------------

MONEY MARKET FUNDS-3.99%

STIC Liquid Assets Portfolio(b)         899,465       899,465
- -------------------------------------------------------------
STIC Prime Portfolio(b)                 899,465       899,465
- -------------------------------------------------------------
    Total Money Market Funds (Cost
      $1,798,930)                                   1,798,930
- -------------------------------------------------------------
TOTAL INVESTMENTS-99.93%                           45,091,272
- -------------------------------------------------------------
OTHER ASSETS LESS LIABILITIES-0.07%                    33,185
- -------------------------------------------------------------
NET ASSETS-100.00%                                $45,124,457
=============================================================
</TABLE>

Investment Abbreviations:

ADR   - American Depositary Receipt
Conv. - Convertible
Pfd.  - Preferred

Notes to Schedule of Investments:

(a)Non-income producing security.

(b)The security shares the same investment advisor as the Fund.

See Notes to Financial Statements.
                                     FS-38
<PAGE>   621
STATEMENT OF ASSETS AND LIABILITIES

October 31, 1999

<TABLE>
<S>                                              <C>

ASSETS:

Investments, at market value (cost $28,619,494)  $45,091,272
- ------------------------------------------------------------
Foreign currencies, at value (cost $147)                 149
- ------------------------------------------------------------
Receivables for:
  Investments sold                                   782,960
- ------------------------------------------------------------
  Fund shares sold                                    46,900
- ------------------------------------------------------------
  Dividends and interest                              97,266
- ------------------------------------------------------------
Other assets                                          17,376
- ------------------------------------------------------------
    Total assets                                 $46,035,923
- ------------------------------------------------------------

LIABILITIES:

Payables for:
  Investments purchased                              654,250
- ------------------------------------------------------------
  Fund shares reacquired                              62,156
- ------------------------------------------------------------
Accrued advisory fees                                 35,467
- ------------------------------------------------------------
Accrued administrative services fees                   4,110
- ------------------------------------------------------------
Accrued distribution fees                             31,525
- ------------------------------------------------------------
Accrued transfer agent fees                           17,285
- ------------------------------------------------------------
Accrued trustees' fees                                 1,923
- ------------------------------------------------------------
Accrued operating expenses                           104,750
- ------------------------------------------------------------
    Total liabilities                                911,466
- ------------------------------------------------------------
Net assets applicable to shares outstanding      $45,124,457
============================================================

NET ASSETS:

Class A                                          $19,957,501
============================================================
Class B                                          $25,134,053
============================================================
Class C                                          $    15,553
============================================================
Advisor Class                                    $    17,350
============================================================

SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE:

Class A                                            1,222,309
============================================================
Class B                                            1,576,927
============================================================
Class C                                                  976
============================================================
Advisor Class                                          1,042
============================================================
Class A:
  Net asset value and redemption price per
    share                                        $     16.33
- ------------------------------------------------------------
  Offering price per share:
    (Net asset value of $16.33 / 95.25%)         $     17.14
============================================================
Class B:
  Net asset value and offering price per share   $     15.94
============================================================
Class C:
  Net asset value and offering price per share   $     15.94
============================================================
Advisor Class:
  Net asset value, redemption and offering
    price per share                              $     16.65
============================================================
</TABLE>

STATEMENT OF OPERATIONS

For the year ended October 31, 1999

<TABLE>
<S>                                              <C>

INVESTMENT INCOME:

Dividends (net of $56,941 foreign withholding
  tax)                                           $   945,552
- ------------------------------------------------------------
Interest                                             189,760
- ------------------------------------------------------------
Securities lending                                    24,031
- ------------------------------------------------------------
    Total investment income                        1,159,343
============================================================

EXPENSES:

Advisory and administrative fees                     542,222
- ------------------------------------------------------------
Accounting services fees                              25,171
- ------------------------------------------------------------
Custodian fees                                        23,054
- ------------------------------------------------------------
Distribution fees -- Class A                         108,405
- ------------------------------------------------------------
Distribution fees -- Class B                         283,904
- ------------------------------------------------------------
Distribution fees -- Class C                              70
- ------------------------------------------------------------
Printing fees                                         85,468
- ------------------------------------------------------------
Professional fees                                     89,512
- ------------------------------------------------------------
Trustees' fees                                        10,382
- ------------------------------------------------------------
Transfer agent fees -- Class A                        59,181
- ------------------------------------------------------------
Transfer agent fees -- Class B                        80,806
- ------------------------------------------------------------
Transfer agent fees -- Class C                            20
- ------------------------------------------------------------
Transfer agent fees -- Advisor                         2,504
- ------------------------------------------------------------
Other                                                 38,488
- ------------------------------------------------------------
    Total expenses                                 1,349,187
- ------------------------------------------------------------
Less: Expenses paid indirectly                          (559)
- ------------------------------------------------------------
    Fees waived by advisor                          (123,428)
- ------------------------------------------------------------
    Net expenses                                   1,225,200
- ------------------------------------------------------------
Net investment income (loss)                         (65,857)
- ------------------------------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES, FOREIGN CURRENCIES,
  AND FORWARD CONTRACTS:

Net realized gain (loss) from:
  Investment securities                            5,973,179
- ------------------------------------------------------------
  Foreign currencies                                 (57,640)
- ------------------------------------------------------------
  Forward contracts                                 (354,572)
- ------------------------------------------------------------
                                                   5,560,967
- ------------------------------------------------------------
Change in net unrealized appreciation of:
  Investment securities                            5,616,936
- ------------------------------------------------------------
  Foreign currencies                                  21,529
- ------------------------------------------------------------
  Forward contracts                                  354,572
- ------------------------------------------------------------
                                                   5,993,037
- ------------------------------------------------------------
  Net gain from investment securities, foreign
    currencies, and forward contracts             11,554,004
- ------------------------------------------------------------
Net increase in net assets resulting from
  operations                                     $11,488,147
============================================================
</TABLE>

See Notes to Financial Statements.

                                     FS-39
<PAGE>   622

STATEMENTS OF CHANGES IN NET ASSETS

For the years ended October 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                  1999            1998
                                                              ------------    ------------
<S>                                                           <C>             <C>

OPERATIONS:

  Net investment income (loss)                                $    (65,857)   $    244,486
- ------------------------------------------------------------------------------------------
  Net realized gain from investment securities, foreign
    currencies, and forward contracts                            5,560,967       4,856,101
- ------------------------------------------------------------------------------------------
  Change in net unrealized appreciation (depreciation) of
    investment securities, foreign currencies, and forward
    contracts                                                    5,993,037      (8,253,926)
- ------------------------------------------------------------------------------------------
    Net increase (decrease) in net assets resulting from
      operations                                                11,488,147      (3,153,339)
- ------------------------------------------------------------------------------------------
Distributions to shareholders from net investment income:
  Class A                                                          (90,183)             --
- ------------------------------------------------------------------------------------------
  Advisor Class                                                    (56,937)             --
- ------------------------------------------------------------------------------------------
Distributions to shareholders from net realized gains:
  Class A                                                       (1,403,586)       (275,162)
- ------------------------------------------------------------------------------------------
  Class B                                                       (1,925,203)       (454,982)
- ------------------------------------------------------------------------------------------
  Advisor Class                                                   (392,100)        (39,917)
- ------------------------------------------------------------------------------------------
Share transactions-net:
  Class A                                                       (6,581,799)    (13,535,979)
- ------------------------------------------------------------------------------------------
  Class B                                                      (11,163,548)    (22,658,418)
- ------------------------------------------------------------------------------------------
  Class C                                                           14,334              --
- ------------------------------------------------------------------------------------------
  Advisor Class                                                 (7,642,305)      4,976,375
- ------------------------------------------------------------------------------------------
    Net increase (decrease) in net assets                      (17,753,180)    (35,141,422)
- ------------------------------------------------------------------------------------------

NET ASSETS:

  Beginning of period                                           62,877,637      98,019,059
- ------------------------------------------------------------------------------------------
  End of period                                               $ 45,124,457    $ 62,877,637
==========================================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                               $ 22,848,512    $ 47,321,830
- ------------------------------------------------------------------------------------------
  Undistributed net investment income (loss)                            --         147,120
- ------------------------------------------------------------------------------------------
  Undistributed net realized gain from investment
    securities, foreign currencies, and forward contracts        5,806,741       4,932,520
- ------------------------------------------------------------------------------------------
  Unrealized appreciation of investment securities, foreign
    currencies, and forward contracts                           16,469,204      10,476,167
- ------------------------------------------------------------------------------------------
                                                              $ 45,124,457    $ 62,877,637
==========================================================================================
</TABLE>

See Notes to Financial Statements.

                                     FS-40
<PAGE>   623

NOTES TO FINANCIAL STATEMENTS

October 31, 1999

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Global Infrastructure Fund (the "Fund") is a separate series of AIM
Investment Funds (the "Trust"). The Trust is organized as a Delaware business
trust and is registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), as an open-end series management investment company consisting
of twelve separate series portfolios, each having an unlimited number of shares
of beneficial interest. The Fund consists of four different classes of shares:
Class A shares, Class B shares, Class C shares and Advisor Class shares. Class A
shares are sold with a front-end sales charge. Class B shares and Class C shares
are sold with a contingent deferred sales charge. Advisor Class shares were sold
without a sales charge. Matters affecting each portfolio or class will be voted
on exclusively by the shareholders of such portfolio or class. The assets,
liabilities and operations of each portfolio are accounted for separately.
Information presented in these financial statements pertains only to the Fund.
  The Fund's investment objective is long-term growth of capital. The Fund
invests substantially all of its investable assets in Global Infrastructure
Portfolio (the "Portfolio"). The Portfolio is organized as a Delaware business
trust which is registered under the 1940 Act as an open-end management
investment company.
  The Portfolio has investment objectives, policies and limitations
substantially identical to those of the Fund. Therefore, the financial
statements of the Fund and Portfolio have been presented on a consolidated
basis, and represent all activities of both the Fund and Portfolio. Through
October 31, 1999, all of the shares of beneficial interest of the Portfolio were
owned by either the Fund or INVESCO (NY) Asset Management, Inc., which has a
nominal ($100) investment in the Portfolio.
  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. The
following is a summary of the significant accounting policies followed by the
Fund and the Portfolio in the preparation of its financial statements.

A. Security Valuations--A security listed or traded on an exchange (except
   convertible bonds) is valued at its last sales price on the exchange where
   the security is principally traded, or lacking any sales on a particular day,
   the security is valued at the closing bid price on that day. Each security
   reported on the NASDAQ National Market System is valued at the last sales
   price on the valuation date or absent a last sales price, at the closing bid
   price. Debt obligations (including convertible bonds) are valued on the basis
   of prices provided by an independent pricing service. Prices provided by the
   pricing service may be determined without exclusive reliance on quoted
   prices, and may reflect appropriate factors such as yield, type of issue,
   coupon rate and maturity date. Securities for which market prices are not
   provided by any of the above methods are valued based upon quotes furnished
   by independent sources and are valued at the last bid price in the case of
   equity securities and in the case of debt obligations, the mean between the
   last bid and asked prices. Securities for which market quotations are not
   readily available or are questionable are valued at fair value as determined
   in good faith by or under the supervision of the Trust's officers in a manner
   specifically authorized by the Board of Trustees. Short-term obligations
   having 60 days or less to maturity are valued at amortized cost which
   approximates market value. For purposes of determining net asset value per
   share, futures and options contracts generally will be valued 15 minutes
   after the close of trading of the New York Stock Exchange ("NYSE").
   Generally, trading in foreign securities is substantially completed each day
   at various times prior to the close of the NYSE. The values of such
   securities used in computing the net asset value of the Fund's shares are
   determined as of such times. Foreign currency exchange rates are also
   generally determined prior to the close of the NYSE. Occasionally, events
   affecting the values of such securities and such exchange rates may occur
   between the times at which they are determined and the close of the NYSE
   which would not be reflected in the computation of the Fund's net asset
   value. If events materially affecting the value of such securities occur
   during such period, then these securities will be valued at their fair value
   as determined in good faith by or under the supervision of the Board of
   Trustees.
B. Securities Transactions, Investment Income and Distributions--Securities
   transactions are accounted for on a trade date basis. Realized gains or
   losses on sales are computed on the basis of specific identification of the
   securities sold. Interest income is recorded as earned from settlement date
   and is recorded on the accrual basis. Dividend income is recorded on the
   ex-dividend date. The Fund may elect to use a portion of the proceeds of fund
   share redemptions as distributions for Federal income tax purposes.
   Distributions from income and net realized capital gains, if any, are
   generally paid annually and recorded on ex-dividend date.
     On October 31, 1999, undistributed net investment income was increased by
   $65,857, undistributed net realized gains decreased by $965,857 and paid-in
   capital increased by $900,000 as a result of differing book/tax treatment of
   foreign currency transactions, equalization credits and net operating loss
   reclassifications in order to comply with the requirements of the American
   Institute of Certified Public Accountants Statement of Position 93-2. Net
   assets of the Fund were unaffected by the reclassification discussed above.
C. Federal Income Taxes--The Fund intends to comply with the requirements of
   the Internal Revenue Code necessary to qualify

                                     FS-41
<PAGE>   624

   as a regulated investment company and, as such, will not be subject to
   federal income taxes on otherwise taxable income (including net realized
   capital gains) which is distributed to shareholders. Therefore, no provision
   for federal income taxes is recorded in the financial statements.
D. Futures Contracts--The Portfolio may purchase or sell futures contracts as
   a hedge against changes in market conditions. Initial margin deposits
   required upon entering into futures contracts are satisfied by the
   segregation of specific securities as collateral for the account of the
   broker (the Portfolio's agent in acquiring the futures position). During the
   period the futures contracts are open, changes in the value of the contracts
   are recognized as unrealized gains or losses by "marking to market" on a
   daily basis to reflect the market value of the contracts at the end of each
   day's trading. Variation margin payments are made or received depending upon
   whether unrealized gains or losses are incurred. When the contracts are
   closed, the Portfolio recognizes a realized gain or loss equal to the
   difference between the proceeds from, or cost of, the closing transaction and
   the Portfolio's basis in the contract. Risks include the possibility of an
   illiquid market and that a change in value of the contracts may not correlate
   with changes in the value of the securities being hedged.
E. Foreign Currency Translations--Portfolio securities and other assets and
   liabilities denominated in foreign currencies are translated into U.S. dollar
   amounts at date of valuation. Purchases and sales of portfolio securities and
   income items denominated in foreign currencies are translated into U.S.
   dollar amounts on the respective dates of such transactions. The Fund does
   not separately account for that portion of the results of operations
   resulting from changes in foreign exchange rates on investments and the
   fluctuations arising from changes in market prices of securities held. Such
   fluctuations are included with the net realized and unrealized gain or loss
   from investments.
F. Foreign Currency Contracts--A foreign currency contract is an obligation to
   purchase or sell a specific currency for an agreed-upon price at a future
   date. The Portfolio may enter into a foreign currency contract to attempt to
   minimize the risk to the Portfolio from adverse changes in the relationship
   between currencies. The Portfolio may also enter into a foreign currency
   contract for the purchase or sale of a security denominated in a foreign
   currency in order to "lock in" the U.S. dollar price of that security. The
   Portfolio could be exposed to risk if counterparties to the contracts are
   unable to meet the terms of their contracts or if the value of the foreign
   currency changes unfavorably.
G. Expenses--Distribution expenses directly attributable to a class of shares
   are charged to that class' operations. All other expenses which are
   attributable to more than one class are allocated among the classes.
H. 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 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 fluctuations, perceived credit risk,
   adverse political and economic developments and possible adverse foreign
   government intervention.
     In addition, the Portfolio's policy of concentrating its investments in
   companies in the infrastructure industry subjects the Portfolio to greater
   risk than a fund that is more diversified.
I. Indexed Securities--The 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.

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

A I M Advisors, Inc. ("AIM") is the Fund's and the Portfolio's investment
manager and administrator. The Fund pays AIM administration fees at an
annualized rate of 0.25% of the Fund's average daily net assets. The Portfolio
pays AIM investment management and administration fees at an annual rate of
0.725% on the first $500 million of the Portfolio's average daily net assets,
plus 0.70% on the next $500 million of the Portfolio's average daily net assets,
plus 0.675% on the next $500 million of the Portfolio's average daily net
assets, plus 0.65% on the Portfolio's average daily net assets exceeding $1.5
billion. AIM has contractually agreed 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%, 2.50% and 1.50% of the average daily net
assets of the Fund's Class A, Class B, Class C and Advisor Class shares,
respectively. During the year ended October 31, 1999, AIM waived fees of
$123,428.
  Effective July 1, 1999, the Trust entered into a master administrative
services agreement with AIM, replacing the prior pricing and accounting
agreement. The Fund, pursuant to the master administrative services agreement
with AIM, has agreed to pay AIM for certain administrative costs incurred in
providing accounting services to the Fund and the Portfolio. Prior to July 1,
1999, AIM was the pricing and accounting agent for the Fund and the Portfolio.
The monthly fee for these services paid to AIM was a percentage, not to exceed
0.03% annually, of a Fund's average daily net assets. The annual fee rate was
derived based on the aggregate net assets of the funds which comprised the
following investment companies: AIM Growth Series, AIM Investment Funds, AIM
Series Trust, G.T. Global Variable Investment Series and G.T. Global Variable
Investment Trust. The fee was calculated at the rate of 0.03% of the first $5
billion of assets and 0.02% to the assets in excess of $5 billion. An amount is
allocated to and paid by each

                                       FS-42
<PAGE>   625

such fund based on its relative average daily net assets. For the year ended
October 31, 1999, AIM was paid $25,171 for such services.
  The Fund, pursuant to a transfer agency and service agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and
shareholder services to the Fund. For the year ended October 31, 1999, AFS was
paid $112,334 for such services.
  The Trust has entered into master distribution agreements with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A, Class B, Class C and Advisor Class shares of the Fund. The Trust has
adopted a plan pursuant to Rule 12b-1 under the 1940 Act with respect to the
Fund's Class A shares, Class B shares and Class C shares (collectively the
"Plans"). The Fund , pursuant to the Plans, pays AIM Distributors compensation
at the annual rate of 0.50% of the Fund's average daily net assets of Class A
shares and 1.00% of the average daily net assets of Class B and C shares. Of
these amounts, the Fund may pay a service fee of 0.25% of the average daily net
assets of the Class A, Class B or Class C shares to selected dealers and
financial institutions who furnish continuing personal shareholder services to
their customers who purchase and own the appropriate class of shares of the
Fund. Any amounts not paid as a service fee under the Plans would constitute an
asset-based sales charge. The Plans also impose a cap on the total sales
charges, including asset-based sales charges that may be paid by the respective
classes. For the year ended October 31, 1999, the Class A, Class B and Class C
shares paid AIM Distributors $108,405, 283,904 and $70, respectively, as
compensation under the Plans.
  AIM Distributors received commissions of $3,065 from sales of the Class A
shares of the Fund during the year ended October 31, 1999. Such commissions are
not an expense of the Fund. They are deducted from, and are not included in, the
proceeds from sales of Class A shares. During the year ended October 31, 1999,
AIM Distributors received $0 in contingent deferred sales charges imposed on
redemptions of Fund shares. Certain officers and trustees of the Trust are
officers and directors of AIM, AFS and AIM Distributors.

NOTE 3-INDIRECT EXPENSES

During the year ended October 31, 1999, the Fund received reductions in
custodian fees of $559 under expense offset arrangements. The effect of the
above arrangements resulted in a reduction of the Fund's total expenses of $559
during the year ended October 31, 1999.

NOTE 4-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a
syndicate administered by The Chase Manhattan Bank. The Fund may borrow up to
the lesser of (i) $1,000,000,000 or (ii) the limits set by its prospectus for
borrowings. The Fund and other funds advised by AIM which are parties to the
line of credit may borrow on a first come, first served basis. During the year
ended October 31, 1999, the Fund did not borrow under the line of credit
agreement. The funds which are party to the line of credit are charged a
commitment fee of 0.09% on the unused balance of the committed line. The
commitment fee is allocated among the funds based on their respective average
net assets for the period. Prior to May 28, 1999, the Fund, along with certain
other funds advised and/or administered by AIM, had a line of credit with
BankBoston and State Street Bank & Trust Company. The arrangements with the
banks allowed the Fund and certain other funds to borrow, on a first come, first
served basis, an aggregate maximum amount of $250,000,000.

NOTE 5-PORTFOLIO SECURITIES LOANED

At October 31, 1999, securities with an aggregate value of $1,699,825 were on
loan to brokers. The loans were secured by cash collateral of $1,733,821
received by the Portfolio. For the year ended October 31, 1999, the Portfolio
received fees of $24,031 for securities lending.
  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 the loan. The cash collateral is
invested in a securities lending trust which consists of a portfolio of high
quality short duration securities whose average effective duration is restricted
to 120 days or less.

NOTE 6-INVESTMENT SECURITIES

  The aggregate amount of investment securities (other than short-term
securities) purchased and sold by the Portfolio during the year ended October
31, 1999 was $25,277,982 and $50,642,469, respectively. The amount of unrealized
appreciation (depreciation) of investment securities, for tax purposes, as of
October 31, 1999 is as follows:

<TABLE>
<S>                                          <C>
Aggregate unrealized appreciation of
investment securities                        $ 17,098,924
- ---------------------------------------------------------
Aggregate unrealized appreciation
  (depreciation) of investment securities        (627,146)
- ---------------------------------------------------------
Net unrealized appreciation of investment
  securities                                 $ 16,471,778
=========================================================
Investments have the same cost for the tax and financial
  statement purposes.
</TABLE>

                                     FS-43
<PAGE>   626

NOTE 7-SHARE INFORMATION

Changes in shares outstanding during the years ended October 31, 1999 and 1998
were as follows:

<TABLE>
<CAPTION>
                                                                     OCTOBER 31, 1999                 OCTOBER 31, 1998
                                                              ------------------------------   ------------------------------
                                                                 SHARES          AMOUNT           SHARES          AMOUNT
                                                              ------------   ---------------   ------------   ---------------
<S>                                                           <C>            <C>               <C>            <C>
Sold:
  Class A                                                          162,299   $     2,474,900        127,344   $     1,959,159
- -----------------------------------------------------------------------------------------------------------------------------
  Class B                                                           80,398         1,180,744        378,526         5,629,835
- -----------------------------------------------------------------------------------------------------------------------------
  Class C *                                                            976            14,334             --                --
- -----------------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                     29,602           453,399        454,559         7,054,949
- -----------------------------------------------------------------------------------------------------------------------------
Issued as reinvestment of dividends:
  Class A                                                          102,312         1,428,280         16,842           254,490
- -----------------------------------------------------------------------------------------------------------------------------
  Class B                                                          126,907         1,737,353         24,629           365,775
- -----------------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                     32,402           459,131          2,594            39,803
- -----------------------------------------------------------------------------------------------------------------------------
Reacquired:
  Class A                                                         (701,304)      (10,484,979)    (1,036,046)      (15,749,628)
- -----------------------------------------------------------------------------------------------------------------------------
  Class B                                                         (963,484)      (14,081,645)    (1,949,017)      (28,654,028)
- -----------------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                   (544,836)       (8,554,835)      (139,981)       (2,118,377)
- -----------------------------------------------------------------------------------------------------------------------------
                                                                (1,674,728)  $   (25,373,318)    (2,120,550)  $   (31,218,022)
=============================================================================================================================
</TABLE>

* Class C shares commenced sales on March 1, 1999.

NOTE 8-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,
                                                                ---------------------------------------------------
                                                                 1999      1998(a)    1997(a)    1996(a)     1995
                                                                -------    -------    -------    -------    -------
<S>                                                             <C>        <C>        <C>        <C>        <C>
Net asset value, beginning of period                            $14.18     $15.01     $14.42     $12.11     $ 12.47
- -------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                      --       0.07(b)   (0.01)     (0.03)      (0.03)(c)
- -------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments          3.07      (0.79)      1.32       2.34       (0.33)
- -------------------------------------------------------------------------------------------------------------------
    Net increase (decrease) from investment operations            3.07      (0.72)      1.31       2.31       (0.36)
- -------------------------------------------------------------------------------------------------------------------
Distributions to shareholders:
  From net investment income                                     (0.07)        --         --         --          --
- -------------------------------------------------------------------------------------------------------------------
  From net realized gain on investments                          (0.85)     (0.11)     (0.72)        --          --
- -------------------------------------------------------------------------------------------------------------------
    Total distributions                                          (0.92)     (0.11)     (0.72)        --          --
- -------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                  $16.33     $14.18     $15.01     $14.42     $ 12.11
===================================================================================================================
Total return(d)                                                  22.72%     (4.82)%     9.38%     19.08%      (2.89)%
===================================================================================================================
Ratios and supplemental data:
Net assets, end of period (in 000's)                            $19,958    $23,531    $38,281    $38,397    $36,241
===================================================================================================================
Ratio of net investment income (loss) to average net assets:
  With fee waivers                                                0.09%(e)   0.52%     (0.09)%    (0.19)%     (0.32)%
- -------------------------------------------------------------------------------------------------------------------
  Without fee waivers                                            (0.13)%(e)   0.28%    (0.17)%    (0.30)%     (0.58)%
- -------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets:
  With fee waivers                                                2.00%(e)   1.99%      2.00%      2.14%       2.36%
- -------------------------------------------------------------------------------------------------------------------
  Without fee waivers                                             2.22%(e)   2.23%      2.08%      2.25%       2.62%
===================================================================================================================
Portfolio turnover rate                                             49%        96%        41%        41%         45%
===================================================================================================================
</TABLE>

(a)  These selected per share data were calculated based upon the average shares
     outstanding during the period.
(b)  Before reimbursement the net investment income per share would have been
     reduced by $0.03.
(c)  Before reimbursement the net investment income per share would have been
     reduced by $0.03.
(d)  Total return does not include sales charges and is not annualized for
     periods less than one year.
(e)  Ratios are based on average net assets of $21,681,105.

                                     FS-44
<PAGE>   627

NOTE 8-FINANCIAL HIGHLIGHTS (CONTINUED)

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,
                                                              -------------------------------------------------------------
                                                               1999(a)       1998(a)      1997(a)      1996(a)       1995
                                                              ---------      -------      -------      -------      -------
<S>                                                           <C>            <C>          <C>          <C>          <C>
Net asset value, beginning of period                           $ 13.87       $14.75       $14.24       $12.03       $ 12.45
- ---------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                   (0.06)          --(b)     (0.09)       (0.09)        (0.09)(c)
- ---------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments          2.98        (0.77)        1.32         2.30         (0.33)
- ---------------------------------------------------------------------------------------------------------------------------
    Net increase (decrease) from investment operations            2.92        (0.77)        1.23         2.21         (0.42)
- ---------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders:
  From net realized gain on investments                          (0.85)       (0.11)       (0.72)          --            --
- ---------------------------------------------------------------------------------------------------------------------------
    Total distributions                                          (0.85)       (0.11)       (0.72)          --            --
- ---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                 $ 15.94       $13.87       $14.75       $14.24       $ 12.03
===========================================================================================================================
Total return(d)                                                  22.03%       (5.31)%       8.83%       18.37%        (3.37)%
===========================================================================================================================
Ratios and supplemental data:

Net assets, end of period (in 000's)                           $25,134       $32,349      $57,199      $53,678      $50,181
===========================================================================================================================
Ratio of net investment income (loss) to average net assets:
  With fee waivers                                               (0.41)%(e)    0.02%       (0.59)%      (0.69)%       (0.82)%
- ---------------------------------------------------------------------------------------------------------------------------
  Without fee waivers                                            (0.63)%(e)   (0.22)%      (0.67)%      (0.80)%       (1.08)%
- ---------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets:
  With fee waivers                                                2.50%(e)     2.49%        2.50%        2.64%         2.86%
- ---------------------------------------------------------------------------------------------------------------------------
  Without fee waivers                                             2.72%(e)     2.73%        2.58%        2.75%         3.12%
===========================================================================================================================
Portfolio turnover rate                                             49%          96%          41%          41%           45%
===========================================================================================================================
</TABLE>

(a)  These selected per share data were calculated based upon the average shares
     outstanding during the period.
(b)  Before reimbursement the net investment income per share would have been
     reduced by $0.03.
(c)  Before reimbursement the net investment income per share would have been
     reduced by $0.03.
(d)  Total return does not include sales charges and is not annualized for
     periods less than one year.
(e)  Ratios are based on average net assets of $28,390,371.

                                     FS-45
<PAGE>   628

NOTE 8-FINANCIAL HIGHLIGHTS (CONTINUED)

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 C                      ADVISOR CLASS
                                                   -------------    --------------------------------------------
                                                   MARCH 1, 1999                                                    JUNE 1, 1995
                                                        TO                     YEAR ENDED OCTOBER 31,                    TO
                                                    OCTOBER 31,     --------------------------------------------    OCTOBER 31,
                                                      1999(a)         1999(a)      1998(a)    1997(a)    1996(a)        1995
                                                   -------------    -----------    -------    -------    -------    ------------
<S>                                                <C>              <C>            <C>        <C>        <C>        <C>
Net asset value, beginning of period                  $13.99          $14.46       $15.23     $14.52     $12.14        $12.00
- --------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                         (0.03)           0.05         0.16(b)    0.05       0.04          0.02(c)
- --------------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on
    investments                                         1.98            3.15        (0.82)      1.38       2.34          0.12
- --------------------------------------------------------------------------------------------------------------------------------
    Net increase (decrease) from investment
      operations                                        1.95            3.20        (0.66)      1.43       2.38          0.14
- --------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders:
  From net investment income                              --           (0.16)          --         --         --            --
- --------------------------------------------------------------------------------------------------------------------------------
  From net realized gain on investments                   --           (0.85)       (0.11)     (0.72)        --            --
- --------------------------------------------------------------------------------------------------------------------------------
    Total distributions                                   --           (1.01)       (0.11)     (0.72)        --            --
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                        $15.94          $16.65       $14.46     $15.23     $14.52        $12.14
================================================================================================================================
Total return(d)                                        13.94%          23.29%       (4.35)%    10.10%     19.60%         1.17%
================================================================================================================================
Ratios and supplemental data:

Net assets, end of period (in 000's)                  $   16          $   17       $6,997     $2,539     $  344        $  216
================================================================================================================================
Ratio of net investment income (loss) to average
  net assets:
  With fee waivers                                     (0.41)%(e)       0.59%(f)     1.02%      0.41%      0.31%         0.18%(g)
- --------------------------------------------------------------------------------------------------------------------------------
  Without fee waivers                                  (0.63)%(e)       0.37%(f)     0.78%      0.33%      0.20%        (0.08)%(g)
- --------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets:
  With fee waivers                                      2.50%(e)        1.50%(f)     1.49%      1.50%      1.64%         1.86%(g)
- --------------------------------------------------------------------------------------------------------------------------------
  Without fee waivers                                   2.72%(e)        1.72%(f)     1.73%      1.58%      1.75%         2.12%(g)
================================================================================================================================
Portfolio turnover rate                                   49%             49%          96%        41%        41%           45%
================================================================================================================================
</TABLE>

(a)  These selected per share data were calculated based upon the average shares
     outstanding during the period.
(b)  Before reimbursement the net investment income per share would have been
     reduced by $0.04.
(c)  Before reimbursement the net investment income per share would have been
     reduced by $0.02.
(d)  Total return does not include sales charges and is not annualized for
     periods less than one year.
(e)  Ratios are annualized and based on average net assets of $10,439.
(f)  Ratios are based on average net assets of $5,431,028.
(g)  Annualized.

NOTE 9-SUBSEQUENT EVENT

On November 3, 1999, the Board of Trustees approved the conversion of Advisor
Class Shares into Class A Shares. The proposed effective date of this conversion
is February 11, 2000.

                                     FS-46
<PAGE>   629

                       REPORT OF INDEPENDENT ACCOUNTANTS

                       To the Shareholders of AIM Global Resources Fund
                       and Board of Trustees of AIM Investment Funds:

                       In our opinion, the accompanying statement of assets and
                       liabilities, including the schedule of investments, and
                       the related statements of operations and of changes in
                       net assets and the financial highlights present fairly,
                       in all material respects, the financial position of the
                       AIM Global Resources Fund -- at October 31, 1999, and the
                       results of its operations, the changes in its net assets
                       and the financial highlights for the periods indicated,
                       in conformity with generally accepted accounting
                       principles. These financial statements and financial
                       highlights (hereafter referred to as "financial
                       statements") are the responsibility of the Fund's
                       management; our responsibility is to express an opinion
                       on these financial statements based on our audits. We
                       conducted our audits of these financial statements in
                       accordance with generally accepted auditing standards
                       which require that we plan and perform the audit to
                       obtain reasonable assurance about whether the financial
                       statements are free of material misstatement. An audit
                       includes examining, on a test basis, evidence supporting
                       the amounts and disclosures in the financial statements,
                       assessing the accounting principles used and significant
                       estimates made by management, and evaluating the overall
                       financial statement presentation. We believe that our
                       audits, which included confirmation of securities at
                       October 31, 1999 by correspondence with the custodian and
                       brokers, provide a reasonable basis for the opinion
                       expressed above.

                                                  /s/ PRICEWATERHOUSECOOPERS LLP
                                                      PRICEWATERHOUSECOOPERS LLP

                       Boston, Massachusetts
                       December 23, 1999

                                       FS-47
<PAGE>   630
SCHEDULE OF INVESTMENTS

October 31, 1999

<TABLE>
<CAPTION>
                                                    MARKET
                                        SHARES       VALUE
<S>                                     <C>       <C>
DOMESTIC COMMON STOCKS & OTHER EQUITY
INTERESTS-48.79%

ALUMINUM-2.55%

Reynolds Metals Co.                      15,200   $   918,650
- -------------------------------------------------------------

CHEMICALS-1.64%

Du Pont (E.I.) de Nemours & Co.           4,669       300,838
- -------------------------------------------------------------
Solutia, Inc.                            16,800       288,750
- -------------------------------------------------------------
                                                      589,588
- -------------------------------------------------------------

CONTAINERS & PACKAGING (PAPER)-3.21%

Gaylord Container Corp.-Class A(a)       64,500       362,812
- -------------------------------------------------------------
Smurfit-Stone Container Corp.(a)         14,300       309,237
- -------------------------------------------------------------
Temple-Inland, Inc.                       8,300       482,437
- -------------------------------------------------------------
                                                    1,154,486
- -------------------------------------------------------------

GOLD & PRECIOUS METALS MINING-1.54%

Stillwater Mining Co.(a)                 27,550       554,444
- -------------------------------------------------------------

MANUFACTURING (SPECIALIZED)-0.88%

USEC Inc.                                34,800       315,375
- -------------------------------------------------------------

METALS MINING-1.05%

Freeport-McMoRan Copper & Gold,
  Inc.-Class B(a)                        22,700       378,806
- -------------------------------------------------------------

NATURAL GAS-1.44%

Enron Corp.                              13,000       519,187
- -------------------------------------------------------------

OIL & GAS (DRILLING & EQUIPMENT)-8.81%

Baker Hughes, Inc.                       12,700       354,806
- -------------------------------------------------------------
BJ Services Co.(a)                       16,600       569,587
- -------------------------------------------------------------
Cooper Cameron Corp.(a)                  10,300       398,481
- -------------------------------------------------------------
ENSCO International, Inc.                29,300       567,688
- -------------------------------------------------------------
Oceaneering International, Inc.(a)       20,500       278,031
- -------------------------------------------------------------
RPC, Inc.                                 7,200        49,950
- -------------------------------------------------------------
Schlumberger Ltd.                         7,500       454,219
- -------------------------------------------------------------
Smith International, Inc.(a)             10,500       362,906
- -------------------------------------------------------------
Veritas DGC, Inc.(a)                      9,700       136,406
- -------------------------------------------------------------
                                                    3,172,074
- -------------------------------------------------------------

OIL & GAS (EXPLORATION & PRODUCTION)-9.28%

Apache Corp.                             11,700       456,300
- -------------------------------------------------------------
Barrett Resources Corp.(a)               20,600       691,388
- -------------------------------------------------------------
Devon Energy Corp.                       19,700       765,838
- -------------------------------------------------------------
Triton Energy Ltd.(a)                    33,900       561,469
- -------------------------------------------------------------
Union Pacific Resources Group, Inc.      24,700       358,150
- -------------------------------------------------------------
Vastar Resources, Inc.                    8,600       507,938
- -------------------------------------------------------------
                                                    3,341,083
- -------------------------------------------------------------

OIL (DOMESTIC INTEGRATED)-7.36%

Amerada Hess Corp.                        8,300       476,213
- -------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                    MARKET
                                        SHARES       VALUE
<S>                                     <C>       <C>

OIL (DOMESTIC INTEGRATED)-(CONTINUED)

Atlantic Richfield Co.                    9,000   $   838,688
- -------------------------------------------------------------
Conoco, Inc.-Class B                     28,326       768,343
- -------------------------------------------------------------
USX-Marathon Group                       19,400       565,025
- -------------------------------------------------------------
                                                    2,648,269
- -------------------------------------------------------------

OIL (INTERNATIONAL INTEGRATED)-4.52%

Chevron Corp.                             4,200       383,513
- -------------------------------------------------------------
Exxon Corp.                               4,100       303,656
- -------------------------------------------------------------
Mobil Corp.                               5,600       540,400
- -------------------------------------------------------------
Texaco, Inc.                              6,500       398,938
- -------------------------------------------------------------
                                                    1,626,507
- -------------------------------------------------------------

PAPER & FOREST PRODUCTS-6.51%

Boise Cascade Corp.                      10,800       384,750
- -------------------------------------------------------------
Georgia-Pacific Group                    14,900       591,344
- -------------------------------------------------------------
International Paper Co.                   5,200       273,650
- -------------------------------------------------------------
Weyerhaeuser Co.                         11,600       692,375
- -------------------------------------------------------------
Willamette Industries, Inc.               9,700       403,156
- -------------------------------------------------------------
                                                    2,345,275
- -------------------------------------------------------------
    Total Domestic Common Stocks &
      Other Equity Interests (Cost
      $18,488,926)                                 17,563,744
- -------------------------------------------------------------

FOREIGN STOCKS & OTHER EQUITY
   INTERESTS-46.29%

BELGIUM-1.30%

Solvay S.A. (Chemicals-Diversified)       6,100       468,157
- -------------------------------------------------------------

CANADA-20.80%

Alliance Forest Products Inc. (Paper &
  Forest Products)(a)                    40,200       457,346
- -------------------------------------------------------------
Anderson Exploration Ltd. (Oil &
  Gas-Exploration & Production)(a)       42,900       552,166
- -------------------------------------------------------------
Berkley Petroleum Corp. (Oil &
  Gas-Exploration & Production)(a)       74,200       655,165
- -------------------------------------------------------------
Cameco Corp. (Metals Mining)             21,400       361,197
- -------------------------------------------------------------
Canadian Occidental Petroleum Ltd.
  (Oil & Gas- Exploration &
  Production)                            23,700       463,601
- -------------------------------------------------------------
Cominco Ltd. (Metals Mining)             59,100     1,043,673
- -------------------------------------------------------------
EdperBrascan Corp.-Class A
  (Conglomerates)                        27,819       373,175
- -------------------------------------------------------------
Inco Ltd. (Metals Mining)(a)             61,200     1,230,401
- -------------------------------------------------------------
Nexfor Inc. (Paper & Forest Products)    94,100       476,156
- -------------------------------------------------------------
NOVA Chemicals Corp. (Natural Gas)       16,900       332,307
- -------------------------------------------------------------
Placer Dome, Inc. (Gold & Precious
  Metals Mining)                         29,700       360,113
- -------------------------------------------------------------
Precision Drilling Corp. (Oil &
  Gas-Drilling & Equipment)(a)           29,100       674,756
- -------------------------------------------------------------
</TABLE>

                           FS-48
<PAGE>   631
<TABLE>
<CAPTION>
                                                    MARKET
                                        SHARES       VALUE
<S>                                     <C>       <C>
CANADA-(CONTINUED)

Suncor Energy, Inc. (Oil-International
Integrated)                              13,200   $   507,451
- -------------------------------------------------------------
                                                    7,487,507
- -------------------------------------------------------------

FRANCE-8.61%

Air Liquide S.A. (Chemicals-Specialty)    3,600       554,851
- -------------------------------------------------------------
Total Fina S.A.-ADR (Oil-International
  Integrated)                            29,823     1,988,826
- -------------------------------------------------------------
Bouygues Offshore S.A. (Oil &
  Gas-Drilling & Equipment)              29,200       554,800
- -------------------------------------------------------------
                                                    3,098,477
- -------------------------------------------------------------

GERMANY-2.49%

BASF A.G. (Chemicals-Diversified)         9,900       445,254
- -------------------------------------------------------------
Bayer A.G. (Chemicals)                   11,000       450,172
- -------------------------------------------------------------
                                                      895,426
- -------------------------------------------------------------

IRELAND-1.18%

Jefferson Smurfit Group PLC-ADR
  (Containers & Packaging-Paper)         16,500       424,875
- -------------------------------------------------------------

ITALY-2.10%

ENI S.p.A-ADR (Oil-International
  Integrated)                            12,900       757,875
- -------------------------------------------------------------

NETHERLANDS-2.40%

Royal Dutch Petroleum Co.-New York
  Shares-ADR (Oil-International
  Integrated)                            14,400       863,100
- -------------------------------------------------------------

NORWAY-0.93%

Petroleum Geo-Services ASA-ADR (Oil &
  Gas- Drilling & Equipment)(a)          23,000       336,375
- -------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                    MARKET
                                        SHARES       VALUE
<S>                                     <C>       <C>
SOUTH KOREA-1.86%

Pohang Iron & Steel Co. Ltd.-ADR (Iron
  & Steel)                               20,100   $   670,838
- -------------------------------------------------------------

UNITED KINGDOM-4.62%

Corus Group PLC-ADR (Iron & Steel)       20,700       399,769
- -------------------------------------------------------------
Enterprise Oil PLC (Oil &
  Gas-Exploration & Production)          60,000       427,137
- -------------------------------------------------------------
Rio Tinto PLC (Metals Mining)            48,800       835,216
- -------------------------------------------------------------
                                                    1,662,122
- -------------------------------------------------------------
    Total Foreign Stocks & Other
      Equity Interests (Cost
      $14,792,259)                                 16,664,752
- -------------------------------------------------------------

MONEY MARKET FUNDS-3.96%

STIC Liquid Assets Portfolio(b)         713,041       713,041
- -------------------------------------------------------------
STIC Prime Portfolio(b)                 713,041       713,041
- -------------------------------------------------------------
    Total Money Market Funds (Cost
      $1,426,082)                                   1,426,082
- -------------------------------------------------------------
TOTAL INVESTMENTS-99.04%                           35,654,578
- -------------------------------------------------------------
OTHER ASSETS LESS LIABILITIES-0.96%                   343,910
- -------------------------------------------------------------
NET ASSETS-100.00%                                $35,998,488
- -------------------------------------------------------------
</TABLE>

Investment Abbreviation:

ADR - American Depositary Receipt

Notes to Schedule of Investments:

(a)Non-income producing security.

(b)The security shares the same investment advisor as the Fund.

See Notes to Financial Statements.

                                     FS-49

<PAGE>   632
STATEMENT OF ASSETS AND LIABILITIES

October 31, 1999

<TABLE>
<S>                                              <C>

ASSETS:

Investments, at value (cost $34,707,267)         $35,654,578
- ------------------------------------------------------------
Receivables for:
  Investments sold                                   635,103
- ------------------------------------------------------------
  Fund shares sold                                     5,388
- ------------------------------------------------------------
  Dividends and interest                              29,032
- ------------------------------------------------------------
Other assets                                          17,888
- ------------------------------------------------------------
    Total assets                                  36,341,989
- ------------------------------------------------------------

LIABILITIES:

Payables for fund shares reacquired                  278,037
- ------------------------------------------------------------
Accrued distribution fees                              7,803
- ------------------------------------------------------------
Accrued administrative services fees                   4,247
- ------------------------------------------------------------
Accrued transfer agent fees                           13,594
- ------------------------------------------------------------
Accrued trustees' fees                                 4,451
- ------------------------------------------------------------
Accrued operating expenses                            35,369
- ------------------------------------------------------------
    Total liabilities                                343,501
- ------------------------------------------------------------
Net assets applicable to shares outstanding      $35,998,488
============================================================

NET ASSETS:

Class A                                          $15,664,324
============================================================
Class B                                          $20,018,869
============================================================
Class C                                          $    40,559
============================================================
Advisor Class                                    $   274,736
============================================================

SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE:

Class A                                            1,292,031
============================================================
Class B                                            1,691,309
============================================================
Class C                                                3,427
============================================================
Advisor Class                                         22,293
============================================================

Class A:
  Net asset value and redemption price per
    share                                        $     12.12
- ------------------------------------------------------------
  Offering price per share:
    (Net asset value of $12.12 divided by
      95.25%)                                    $     12.72
============================================================
Class B:
  Net asset value and offering price per share   $     11.84
============================================================
Class C:
  Net asset value and offering price per share   $     11.84
============================================================
Advisor Class:
  Net asset value, redemption and offering
    price per share                              $     12.32
============================================================
</TABLE>

STATEMENT OF OPERATIONS

For the year ended October 31, 1999

<TABLE>
<S>                                              <C>

INVESTMENT INCOME:

Dividends (net of $48,007 foreign withholding
  tax)                                           $   873,103
- ------------------------------------------------------------
Interest                                              97,061
- ------------------------------------------------------------
Securities lending                                    20,468
- ------------------------------------------------------------
    Total investment income                          990,632
- ------------------------------------------------------------

EXPENSES:

Advisory and administrative fees                     439,387
- ------------------------------------------------------------
Accounting services fees                              24,486
- ------------------------------------------------------------
Custodian fees                                        13,573
- ------------------------------------------------------------
Distribution fees -- Class A                          86,740
- ------------------------------------------------------------
Distribution fees -- Class B                         239,305
- ------------------------------------------------------------
Distribution fees -- Class C                             406
- ------------------------------------------------------------
Printing fees                                        101,444
- ------------------------------------------------------------
Trustees' fees                                        11,563
- ------------------------------------------------------------
Transfer agent fees -- Class A                        62,751
- ------------------------------------------------------------
Transfer agent fees -- Class B                        86,561
- ------------------------------------------------------------
Transfer agent fees -- Class C                           147
- ------------------------------------------------------------
Transfer agent fees -- Advisor                        13,940
- ------------------------------------------------------------
Other                                                 61,392
- ------------------------------------------------------------
    Total expenses                                 1,141,695
- ------------------------------------------------------------
Less: Expenses paid indirectly                          (278)
- ------------------------------------------------------------
    Fees waived by advisor                          (135,288)
- ------------------------------------------------------------
    Net expenses                                   1,006,129
- ------------------------------------------------------------
Net investment income (loss)                         (15,497)
- ------------------------------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES AND FOREIGN CURRENCIES:

Net realized gain (loss) from:
  Investment securities                           (1,213,755)
- ------------------------------------------------------------
  Foreign currencies                                   3,341
- ------------------------------------------------------------
                                                  (1,210,414)
- ------------------------------------------------------------
Change in net unrealized appreciation
  (depreciation) of:
  Investment securities                            5,873,629
- ------------------------------------------------------------
  Foreign currencies                                    (112)
- ------------------------------------------------------------
                                                   5,873,517
- ------------------------------------------------------------
  Net gain from investment securities and
    foreign currencies                             4,663,103
- ------------------------------------------------------------
Net increase in net assets resulting from
  operations                                     $ 4,647,606
============================================================
</TABLE>

See Notes to Financial Statements.

                                     FS-50

<PAGE>   633
STATEMENTS OF CHANGES IN NET ASSETS

For the years ended October 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                  1999            1998
                                                              ------------    -------------
<S>                                                           <C>             <C>
OPERATIONS:

  Net investment income (loss)                                $    (15,497)   $    (912,829)
- -------------------------------------------------------------------------------------------
  Net realized gain (loss) from investment securities and
    foreign currencies                                          (1,210,414)     (21,878,975)
- -------------------------------------------------------------------------------------------
  Change in net unrealized appreciation (depreciation) of
    investment securities and foreign currencies                 5,873,517      (39,191,661)
- -------------------------------------------------------------------------------------------
    Net increase (decrease) in net assets resulting from
      operations                                                 4,647,606      (61,983,465)
- -------------------------------------------------------------------------------------------

Distributions to shareholders from net investment income:

  Class A                                                               --         (602,063)
- -------------------------------------------------------------------------------------------
  Class B                                                               --         (769,604)
- -------------------------------------------------------------------------------------------
  Advisor Class                                                         --          (57,919)
- -------------------------------------------------------------------------------------------

Distributions to shareholders from net realized gains:

  Class A                                                               --       (1,584,312)
- -------------------------------------------------------------------------------------------
  Class B                                                               --       (2,025,190)
- -------------------------------------------------------------------------------------------
  Advisor Class                                                         --         (152,412)
- -------------------------------------------------------------------------------------------
Share transactions-net:
  Class A                                                       (5,463,882)     (23,633,558)
- -------------------------------------------------------------------------------------------
  Class B                                                      (11,256,193)     (21,986,110)
- -------------------------------------------------------------------------------------------
  Class C                                                           43,424               --
- -------------------------------------------------------------------------------------------
  Advisor Class                                                 (5,519,490)      (5,331,917)
- -------------------------------------------------------------------------------------------
    Net increase (decrease) in net assets                      (17,548,535)    (118,126,550)
- -------------------------------------------------------------------------------------------

Net assets:

  Beginning of period                                           53,547,023      171,673,573
- -------------------------------------------------------------------------------------------
  End of period                                               $ 35,998,488    $  53,547,023
===========================================================================================

Net assets consist of:

  Shares of beneficial interest                               $ 58,323,182    $  80,825,848
- -------------------------------------------------------------------------------------------
  Undistributed net realized gain (loss) from investment
    securities and foreign currencies                          (23,271,715)     (22,352,329)
- -------------------------------------------------------------------------------------------
  Unrealized appreciation (depreciation) of investment
    securities and foreign currencies                              947,021       (4,926,496)
- -------------------------------------------------------------------------------------------
                                                              $ 35,998,488    $  53,547,023
===========================================================================================
</TABLE>

See Notes to Financial Statements.


                                     FS-51

<PAGE>   634
NOTES TO FINANCIAL STATEMENTS

October 31, 1999

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Global Resources Fund (the "Fund") is a separate series of AIM Investment
Funds (the "Trust"). The Trust is organized as a Delaware business trust and is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end series management investment company consisting of twelve
separate series portfolios, each having an unlimited number of shares of
beneficial interest. The Fund consists of four different classes of shares:
Class A shares, Class B shares, Class C shares and Advisor Class shares. Class A
shares are sold with a front-end sales charge. Class B shares and Class C shares
are sold with a contingent deferred sales charge. Advisor Class shares were sold
without a sales charge. Matters affecting each portfolio or class will be voted
on exclusively by the shareholders of such portfolio or class. The assets,
liabilities and operations of each portfolio are accounted for separately.
Information presented in these financial statements pertains only to the Fund.
  The Fund's investment objective is long-term growth of capital. The Fund
invests substantially all of its investable assets in Global Resources Portfolio
(the "Portfolio"). The Portfolio is organized as a Delaware business trust which
is registered under the 1940 Act as an open-end management investment company.
  The Portfolio has investment objectives, policies and limitations
substantially identical to those of the Fund. Therefore, the financial
statements of the Fund and Portfolio have been presented on a consolidated
basis, and represent all activities of both the Fund and Portfolio. Through
October 31, 1999, all of the shares of beneficial interest of the Portfolio were
owned by either the Fund or INVESCO (NY) Asset Management, Inc., which has a
nominal ($100) investment in the Portfolio.
  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. The
following is a summary of the significant accounting policies followed by the
Fund and the Portfolio in the preparation of its financial statements.

A.  Security Valuations -- A security listed or traded on an exchange (except
    convertible bonds) is valued at its last sales price on the exchange where
    the security is principally traded, or lacking any sales on a particular
    day, the security is valued at the closing bid price on that day. Each
    security reported on the NASDAQ National Market System is valued at the last
    sales price on the valuation date or absent a last sales price, at the
    closing bid price. Debt obligations (including convertible bonds) are valued
    on the basis of prices provided by an independent pricing service. Prices
    provided by the pricing service may be determined without exclusive reliance
    on quoted prices, and may reflect appropriate factors such as yield, type of
    issue, coupon rate and maturity date. Securities for which market prices are
    not provided by any of the above methods are valued based upon quotes
    furnished by independent sources and are valued at the last bid price in the
    case of equity securities and in the case of debt obligations, the mean
    between the last bid and asked prices. Securities for which market
    quotations are not readily available or are questionable are valued at fair
    value as determined in good faith by or under the supervision of the Trust's
    officers in a manner specifically authorized by the Board of Trustees.
    Short-term obligations having 60 days or less to maturity are valued at
    amortized cost which approximates market value. For purposes of determining
    net asset value per share, futures and options contracts generally will be
    valued 15 minutes after the close of trading of the New York Stock Exchange
    ("NYSE").
      Generally, trading in foreign securities is substantially completed each
    day at various times prior to the close of the NYSE. The values of such
    securities used in computing the net asset value of the Fund's shares are
    determined as of such times. Foreign currency exchange rates are also
    generally determined prior to the close of the NYSE. Occasionally, events
    affecting the values of such securities and such exchange rates may occur
    between the times at which they are determined and the close of the NYSE
    which would not be reflected in the computation of the Fund's net asset
    value. If events materially affecting the value of such securities occur
    during such period, then these securities will be valued at their fair value
    as determined in good faith by or under the supervision of the Board of
    Trustees.
B.  Securities Transactions, Investment Income and Distributions -- Securities
    transactions are accounted for on a trade date basis. Realized gains or
    losses on sales are computed on the basis of specific identification of the
    securities sold. Interest income is recorded as earned from settlement date
    and is recorded on the accrual basis. Dividend income is recorded on the
    ex-dividend date. The Fund may elect to use a portion of the proceeds of
    fund share redemptions as distributions for Federal income tax purposes.
    Distributions from income and net realized capital gains, if any, are
    generally paid annually and recorded on ex-dividend date.
      On October 31, 1999, undistributed net investment income was increased by
    $15,497, undistributed net realized gains increased by $291,028 and paid-in
    capital decreased by $306,525 as a result of differing book/tax treatment of
    foreign currency transactions and net operating loss reclassifications in
    order to comply with the requirements of the American Institute of Certified
    Public Accountants Statement of Position 93-2. Net assets of the Fund were
    unaffected by the reclassification discussed above.
C.  Federal Income Taxes -- The Fund intends to comply with the requirements of
    the Internal Revenue Code necessary to qualify as a regulated investment
    company and, as such, will not be subject to federal income taxes on
    otherwise taxable income


                                     FS-52
<PAGE>   635
     (including net realized capital gains) which is distributed to
     shareholders. Therefore, no provision for federal income taxes is recorded
     in the financial statements. The Fund has a capital loss carryforward of
     $23,240,307 as of October 31, 1999 which may be carried forward to offset
     future taxable gains, if any, and expires in varying increments, if not
     previously utilized, through the year 2007.
D.   Foreign Currency Translations -- Portfolio securities and other assets and
     liabilities denominated in foreign currencies are translated into U.S.
     dollar amounts at date of valuation. Purchases and sales of portfolio
     securities and income items denominated in foreign currencies are
     translated into U.S. dollar amounts on the respective dates of such
     transactions. The Fund does not separately account for that portion of the
     results of operations resulting from changes in foreign exchange rates on
     investments and the fluctuations arising from changes in market prices of
     securities held. Such fluctuations are included with the net realized and
     unrealized gain or loss from investments.
E.   Foreign Currency Contracts -- A foreign currency contract is an obligation
     to purchase or sell a specific currency for an agreed-upon price at a
     future date. The Portfolio may enter into a foreign currency contract to
     attempt to minimize the risk to the Portfolio from adverse changes in the
     relationship between currencies. The Portfolio may also enter into a
     foreign currency contract for the purchase or sale of a security
     denominated in a foreign currency in order to "lock in" the U.S. dollar
     price of that security. The Portfolio could be exposed to risk if
     counterparties to the contracts are unable to meet the terms of their
     contracts or if the value of the foreign currency changes unfavorably.
F.   Expenses -- Distribution expenses directly attributable to a class of
     shares are charged to that class' operations. All other expenses which are
     attributable to more than one class are allocated among the classes.
G.   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 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 fluctuations, perceived credit risk,
     adverse political and economic developments and possible adverse foreign
     government intervention.
       In addition, the Portfolio's policy of concentrating its investments in
     companies in the natural resources industry subjects the Portfolio to
     greater risk than a fund that is more diversified.

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

A I M Advisors, Inc. ("AIM") is the Fund's and the Portfolio's investment
manager and administrator. INVESCO Asset Management Limited is the Fund's and
the Portfolio's subadvisor. The Fund pays AIM administration fees at an
annualized rate of 0.25% of the Fund's average daily net assets. The Portfolio
pays AIM investment management and administration fees at an annual rate of
0.725% on the first $500 million of the Portfolio's average daily net assets,
plus 0.70% on the next $500 million of the Portfolio's average daily net assets,
plus 0.675% on the next $500 million of the Portfolio's average daily net
assets, plus 0.65% on the Portfolio's average daily net assets exceeding $1.5
billion. AIM has contractually agreed 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%, 2.50% and 1.50% of the average daily net
assets of the Fund's Class A, Class B, Class C and Advisor Class shares,
respectively. During the year ended October 31, 1999, AIM waived fees of
$135,288.
  Effective July 1, 1999, the Trust entered into a master administrative
services agreement with AIM, replacing the prior pricing and accounting
agreement. The Fund, pursuant to the master administrative services agreement
with AIM, has agreed to pay AIM for certain administrative costs incurred in
providing accounting services to the Fund and the Portfolio. Prior to July 1,
1999, AIM was the pricing and accounting agent for the Fund and the Portfolio.
The monthly fee for these services paid to AIM was a percentage, not to exceed
0.03% annually, of a Fund's average daily net assets. The annual fee rate was
derived based on the aggregate net assets of the funds which comprised the
following investment companies: AIM Growth Series, AIM Investment Funds, AIM
Series Trust, G.T. Global Variable Investment Series and G.T. Global Variable
Investment Trust. The fee was calculated at the rate of 0.03% of the first $5
billion of assets and 0.02% to the assets in excess of $5 billion. An amount is
allocated to and paid by each such fund based on its relative average daily net
assets. For the year ended October 31, 1999, AIM was paid $24,486 for such
services.
  The Fund, pursuant to a transfer agency and service agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and
shareholder services to the Fund. For the year ended October 31, 1999, AFS was
paid $160,230 for such services.
  The Trust has entered into master distribution agreements with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A, Class B, Class C and Advisor Class shares of the Fund. The Trust has
adopted a plan pursuant to Rule 12b-1 under the 1940 Act with respect to the
Fund's Class A shares, Class B shares and Class C shares (collectively the
"Plans"). The Fund, pursuant to the Plans, pays AIM Distributors compensation at
the annual rate of 0.50% of the Fund's average daily net assets of Class A
shares and 1.00% of the average daily net assets of Class B and C shares. Of
these amounts, the Fund may pay a service fee of 0.25% of the average daily net
assets of the Class A, Class B or Class C shares to selected dealers and
financial institutions who furnish continuing personal shareholder services to
their customers who purchase and own the appropriate class of shares of the
Fund. Any amounts not paid as a service fee under the Plans would constitute an
asset-based sales charge. The Plans also impose a cap on the total sales
charges, including asset-based sales charges that may be paid by the respective
classes. For the year ended October 31, 1999, the Class A, Class B and Class C
shares paid AIM Distributors $86,740, $239,305 and $406, respectively, as
compensation under the Plans.

                                     FS-53
<PAGE>   636
  AIM Distributors received commissions of $10,174 from sales of the Class A
shares of the Fund during the year ended October 31, 1999. Such commissions are
not an expense of the Fund. They are deducted from, and are not included in, the
proceeds from sales of Class A shares. During the year ended October 31, 1999,
AIM Distributors received $0 in contingent deferred sales charges imposed on
redemptions of Fund shares. Certain officers and trustees of the Trust are
officers and directors of AIM, AFS and AIM Distributors.

NOTE 3-INDIRECT EXPENSES

During the year ended October 31, 1999, the Fund received reductions in
custodian fees of $278 under expense offset arrangements. The effect of the
above arrangements resulted in a reduction of the Fund's total expenses of $278
during the year ended October 31, 1999.

NOTE 4-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a
syndicate administered by The Chase Manhattan Bank. The Fund may borrow up to
the lesser of (i) $1,000,000,000 or (ii) the limits set by its prospectus for
borrowings. The Fund and other funds advised by AIM which are parties to the
line of credit may borrow on a first come, first served basis. The funds which
are party to the line of credit are charged a commitment fee of 0.09% on the
unused balance of the committed line. The commitment fee is allocated among the
funds based on their respective average net assets for the period. Prior to May
28, 1999, the Fund, along with certain other funds advised and/or administered
by AIM, had a line of credit with BankBoston and State Street Bank & Trust
Company. The arrangements with the banks allowed the Fund and certain other
funds to borrow, on a first come, first served basis, an aggregate maximum
amount of $250,000,000.
  During the year ended October 31, 1999, the average outstanding daily balance
of bank loans for the Fund was $2,101 with a weighted average interest rate of
5.5%. Interest expense for the Fund for the year ended October 31, 1999 was
$116.

NOTE 5-PORTFOLIO SECURITIES LOANED

At October 31, 1999, securities with an aggregate value of $2,312,119 were on
loan to brokers. The loans were secured by cash collateral of $2,358,361
received by the Portfolio. For the year ended October 31, 1999, the Portfolio
received fees of $20,468 for securities lending.
  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 the loan. The cash collateral is
invested in a securities lending trust which consists of a portfolio of high
quality short duration securities whose average effective duration is restricted
to 120 days or less.

NOTE 6-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities)
purchased and sold by the Portfolio during the year ended October 31, 1999 was
$54,131,709 and $75,745,779, respectively.
  The amount of unrealized appreciation (depreciation) of investment securities,
for tax purposes, as of October 31, 1999 is as follows:

<TABLE>
<S>                                             <C>
Aggregate unrealized appreciation of
investment securities                           $ 3,714,231
- -----------------------------------------------------------
Aggregate unrealized appreciation
  (depreciation) of investment securities        (2,798,328)
- -----------------------------------------------------------
Net unrealized appreciation of investment
  securities                                    $   915,903
===========================================================
Cost of investments for tax purposes is $34,738,675
</TABLE>


                                     FS-54
<PAGE>   637
NOTE 7-SHARE INFORMATION

Changes in shares outstanding during the years ended October 31, 1999 and 1998
were as follows:

<TABLE>
<CAPTION>
                                                                        1999                         1998
                                                              -------------------------   --------------------------
                                                                SHARES        AMOUNT        SHARES         AMOUNT
                                                              ----------   ------------   -----------   ------------
<S>                                                           <C>          <C>            <C>           <C>
Sold:
  Class A                                                      1,483,872   $ 16,786,501    11,040,421   $157,454,416
- --------------------------------------------------------------------------------------------------------------------
  Class B                                                        623,453      7,240,416     1,539,841     23,469,862
- --------------------------------------------------------------------------------------------------------------------
  Class C*                                                        10,161        124,881            --             --
- --------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                   40,141        464,770     1,211,598     19,441,802
- --------------------------------------------------------------------------------------------------------------------
Issued as reinvestment of dividends:
  Class A                                                             --             --       107,234      1,988,098
- --------------------------------------------------------------------------------------------------------------------
  Class B                                                             --             --       132,618      2,421,607
- --------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                       --             --        11,203        209,263
- --------------------------------------------------------------------------------------------------------------------
Reacquired:
  Class A                                                     (1,968,466)   (22,250,382)  (12,759,254)  (183,076,072)
- --------------------------------------------------------------------------------------------------------------------
  Class B                                                     (1,629,584)   (18,496,610)   (3,237,031)   (47,877,579)
- --------------------------------------------------------------------------------------------------------------------
  Class C*                                                        (6,734)       (81,457)           --             --
- --------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                 (477,178)    (5,984,260)   (1,479,078)   (24,982,982)
- --------------------------------------------------------------------------------------------------------------------
                                                              (1,924,335)  $(22,196,141)   (3,432,448)  $(50,951,585)
====================================================================================================================
</TABLE>

 * Class C shares commenced sales on March 1, 1999.

NOTE 8-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,
                                                              ---------------------------------------------------
                                                              1999(a)    1998(a)    1997(a)    1996(a)     1995
                                                              -------    -------    -------    -------    -------
<S>                                                           <C>        <C>        <C>        <C>        <C>
Net asset value, beginning of period                          $ 10.95    $ 20.65    $ 17.43    $ 11.44    $ 12.41
- -----------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                   0.02      (0.11)(b)  (0.25)     (0.24)      0.04(c)
- -----------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments         1.15      (8.91)      4.08       6.28      (0.98)
- -----------------------------------------------------------------------------------------------------------------
    Net increase (decrease) from investment operations           1.17      (9.02)      3.83       6.04      (0.94)
- -----------------------------------------------------------------------------------------------------------------
Distributions to shareholders:
  From net investment income                                       --      (0.19)        --      (0.04)     (0.03)
- -----------------------------------------------------------------------------------------------------------------
  From net realized gain on investments                            --      (0.49)     (0.61)     (0.01)        --
- -----------------------------------------------------------------------------------------------------------------
    Total distributions                                            --      (0.68)     (0.61)     (0.05)     (0.03)
- -----------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                $ 12.12    $ 10.95    $ 20.65    $ 17.43    $ 11.44
=================================================================================================================
Total return(d)                                                 10.68%    (45.02)%    22.64%     53.04%     (7.58)%
=================================================================================================================
Ratios and supplemental data:
Net assets, end of period (in 000's)                          $15,664    $19,463    $69,975    $48,729    $12,598
=================================================================================================================
Ratio of net investment income (loss) to average net assets:
  With fee waivers                                               0.19%(e)   0.75)%    (1.41)%    (1.55)%     0.41%
- -----------------------------------------------------------------------------------------------------------------
  Without fee waivers                                           (0.11)%(e) (1.06)%    (1.51)%    (1.65)%    (0.69)%
=================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                               2.00%(e)   1.98%      2.03%      2.20%      2.37%
- -----------------------------------------------------------------------------------------------------------------
  Without fee waivers                                            2.30%(e)   2.29%      2.13%      2.30%      3.47%
=================================================================================================================
Portfolio turnover rate                                           123%       201%       321%        94%        87%
=================================================================================================================
</TABLE>

(a) These selected per share data were calculated based upon average shares
    outstanding during the period.
(b) Before reimbursement the net investment loss per share would have been
    increased by $0.04.
(c) Before reimbursement the net investment income (loss) per share would have
    been reduced (increased) by $0.14.
(d) Total return does not include sales charges and is not annualized for
    periods less than one year.
(e) Ratios are based on average net assets of $17,347,953.

                                     FS-55
<PAGE>   638
NOTE 8-FINANCIAL HIGHLIGHTS (CONTINUED)

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,
                                                              -----------------------------------------------------
                                                               1999(a)     1998(a)    1997(a)    1996(a)     1995
                                                              ---------    -------    -------    -------    -------
<S>                                                           <C>          <C>        <C>        <C>        <C>
Net asset value, beginning of period                           $ 10.75     $ 20.37    $ 17.29    $ 11.36    $ 12.38
- -------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                   (0.04)      (0.18)(b)  (0.33)     (0.31)     (0.02)(c)
- -------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments          1.13       (8.76)      4.02       6.25      (0.98)
- -------------------------------------------------------------------------------------------------------------------
    Net increase (decrease) from investment operations            1.09       (8.94)      3.69       5.94      (1.00)
- -------------------------------------------------------------------------------------------------------------------
Distributions to shareholders:
  From net investment income                                        --       (0.19)        --         --      (0.02)
- -------------------------------------------------------------------------------------------------------------------
  From net realized gain on investments                             --       (0.49)     (0.61)     (0.01)        --
- -------------------------------------------------------------------------------------------------------------------
    Total distributions                                             --       (0.68)     (0.61)     (0.01)     (0.02)
- -------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                 $ 11.84     $ 10.75    $ 20.37    $ 17.29    $ 11.36
===================================================================================================================
Total return(d)                                                  10.14%     (45.25)%    21.99%     52.39%     (8.05)%
===================================================================================================================
Ratios and supplemental data:
Net assets, end of period (in 000's)                           $20,019     $28,996    $86,812    $57,749    $13,978
===================================================================================================================
Ratio of net investment income (loss) to average net assets:
  With fee waivers                                               (0.31)%(e)  (1.25)%    (1.91)%    (2.05)%    (0.09)%
===================================================================================================================
  Without fee waivers                                            (0.61)%(e)  (1.56)%    (2.01)%    (2.15)%    (1.19)%
===================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                2.50%(e)    2.48%      2.53%      2.70%      2.87%
===================================================================================================================
  Without fee waivers                                             2.80%(e)    2.79%      2.63%      2.80%      3.97%
===================================================================================================================
Portfolio turnover rate                                            123%        201%       321%        94%        87%
===================================================================================================================
</TABLE>

(a) These selected per share data were calculated based upon average shares
    outstanding during the period.
(b) Before reimbursement the net investment loss per share would have been
    increased by $0.04.
(c) Before reimbursement the net investment income (loss) per share would have
    been reduced (increased) by $0.13.
(d) Total return does not include sales charges and is not annualized for
    periods less than one year.
(e) Ratios are based on average net assets of $23,930,469.

                                       FS-56
<PAGE>   639
NOTE 8-FINANCIAL HIGHLIGHTS (CONTINUED)

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 C                                  ADVISOR CLASS
                                            -------------------    --------------------------------------------------------------
                                               MARCH 1, 1999                 YEAR ENDED OCTOBER 31,                JUNE 1, 1995
                                                    TO             ------------------------------------------           TO
                                            OCTOBER 31, 1999(a)     1999(a)     1998(a)    1997(a)    1996(a)    OCTOBER 31, 1995
                                            -------------------    ---------    -------    -------    -------    ----------------
<S>                                         <C>                    <C>          <C>        <C>        <C>        <C>
Net asset value, beginning of period              $10.00            $11.08      $ 20.80    $ 17.47    $11.47          $11.45
- ---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                     (0.03)             0.08        (0.03)(b)  (0.14)    (0.17)           0.11(c)
- ---------------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss)
    on investments                                  1.87              1.16        (9.01)      4.08      6.28           (0.09)
- ---------------------------------------------------------------------------------------------------------------------------------
    Net increase (decrease) from
      investment operations                         1.84              1.24        (9.04)      3.94      6.11            0.02
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders:
  From net investment income                          --                --        (0.19)        --     (0.10)             --
- ---------------------------------------------------------------------------------------------------------------------------------
  From net realized gain on investments               --                --        (0.49)     (0.61)    (0.01)             --
- ---------------------------------------------------------------------------------------------------------------------------------
    Total distributions                               --                --        (0.68)     (0.61)    (0.11)             --
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                    $11.84            $12.32      $ 11.08    $ 20.80    $17.47          $11.47
=================================================================================================================================
Total return(d)                                    18.40%            11.19%      (44.79)%    23.23%    53.76%           0.17%
=================================================================================================================================
Ratios and supplemental data:
Net assets, end of period (in 000's)              $   41            $  275      $ 5,089    $14,886    $5,502          $   95
=================================================================================================================================
Ratio of net investment income (loss) to
  average net assets:
  With fee waivers                                 (0.31)%(e)         0.69%(f)    (0.25)%    (0.91)%   (1.05)%          0.91%(g)
=================================================================================================================================
  Without fee waivers                              (0.61)%(e)         0.39%(f)    (0.56)%    (1.01)%   (1.15)%         (0.19)%(g)
=================================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                  2.50%(e)          1.50%(f)     1.48%      1.53%     1.70%           1.87%(g)
=================================================================================================================================
  Without fee waivers                               2.80%(e)          1.80%(f)     1.79%      1.63%     1.80%           2.97%(g)
=================================================================================================================================
Portfolio turnover rate                              123%              123%         201%       321%       94%             87%
=================================================================================================================================
</TABLE>

(a) These selected per share data were calculated based upon average shares
    outstanding during the period.
(b) Before reimbursement the net investment loss per share would have been
    increased by $0.04.
(c) Before reimbursement the net investment income (loss) per share would have
    been reduced (increased) by $0.12.
(d) Total return does not include sales charges and is not annualized for
    periods less than one year.
(e) Ratios are annualized and based on average net assets of $60,471.
(f) Ratios are based on average net assets of $3,853,899.
(g) Annualized.

NOTE 9-SUBSEQUENT EVENT

On November 3, 1999, the Board of Trustees approved the conversion of Advisor
Class Shares into Class A Shares. The proposed effective date of this conversion
is February 11, 2000.

                                     FS-57
<PAGE>   640
                       REPORT OF INDEPENDENT ACCOUNTANTS

                       To the Shareholders of AIM Global Telecommunications and
                       Technology Fund and Board of Trustees of AIM Investment
                       Funds:

                       In our opinion, the accompanying statement of assets and
                       liabilities, including the schedule of investments, and
                       the related statements of operations and of changes in
                       net assets and the financial highlights present fairly,
                       in all material respects, the financial position of the
                       AIM Global Telecommunications and Technology Fund at
                       October 31, 1999, and the results of its operations, the
                       changes in its net assets and the financial highlights
                       for the periods indicated, in conformity with generally
                       accepted accounting principles. These financial
                       statements and financial highlights (hereafter referred
                       to as "financial statements") are the responsibility of
                       the Fund's management; our responsibility is to express
                       an opinion on these financial statements based on our
                       audits. We conducted our audits of these financial
                       statements in accordance with generally accepted auditing
                       standards which require that we plan and perform the
                       audit to obtain reasonable assurance about whether the
                       financial statements are free of material misstatement.
                       An audit includes examining, on a test basis, evidence
                       supporting the amounts and disclosures in the financial
                       statements, assessing the accounting principles used and
                       significant estimates made by management, and evaluating
                       the overall financial statement presentation. We believe
                       that our audits, which included confirmation of
                       securities at October 31, 1999 by correspondence with the
                       custodian and brokers, provide a reasonable basis for the
                       opinion expressed above.

                                                 /s/ PRICEWATERHOUSECOOPERS LLP
                                                     PRICEWATERHOUSECOOPERS LLP

                       Boston, Massachusetts
                       December 23, 1999



                                       FS-58
<PAGE>   641
SCHEDULE OF INVESTMENTS

October 31, 1999

<TABLE>
<CAPTION>
                                                     MARKET
                                     SHARES          VALUE
<S>                                <C>           <C>
DOMESTIC COMMON STOCKS-67.89%

BROADCASTING (TELEVISION, RADIO &
  CABLE)-2.76%

Comcast Corp.-Class A                  440,000   $   18,535,000
- ---------------------------------------------------------------
UnitedGlobalCom Inc.-Class A(a)        400,000       34,800,000
- ---------------------------------------------------------------
                                                     53,335,000
- ---------------------------------------------------------------

COMMUNICATIONS EQUIPMENT-16.36%

Corning, Inc.                          402,000       31,607,250
- ---------------------------------------------------------------
General Instrument Corp.(a)            250,000       13,453,125
- ---------------------------------------------------------------
Harmonic, Inc.(a)                      400,000       23,750,000
- ---------------------------------------------------------------
JDS Uniphase Corp.(a)                  770,000      128,493,750
- ---------------------------------------------------------------
Lucent Technologies Inc.               400,000       25,700,000
- ---------------------------------------------------------------
Motorola, Inc.                         701,000       68,303,687
- ---------------------------------------------------------------
Tellabs, Inc.(a)                       400,000       25,300,000
- ---------------------------------------------------------------
                                                    316,607,812
- ---------------------------------------------------------------

COMPUTERS (NETWORKING)-6.16%

Cisco Systems, Inc.(a)               1,000,000       74,000,000
- ---------------------------------------------------------------
Exodus Communications, Inc.(a)         170,800       14,688,800
- ---------------------------------------------------------------
Extreme Networks, Inc.(a)              150,000       12,046,875
- ---------------------------------------------------------------
VeriSign, Inc.(a)                      150,000       18,525,000
- ---------------------------------------------------------------
                                                    119,260,675
- ---------------------------------------------------------------

COMPUTERS (PERIPHERALS)-2.07%

EMC Corp.(a)                           550,000       40,150,000
- ---------------------------------------------------------------

COMPUTERS (SOFTWARE & SERVICES)-19.63%

America Online, Inc.(a)                700,400       90,833,125
- ---------------------------------------------------------------
Clarus Corp.(a)                        100,000        1,875,000
- ---------------------------------------------------------------
eBay, Inc.(a)                          520,000       70,265,000
- ---------------------------------------------------------------
InfoSpace.com, Inc.(a)                 194,800       10,835,750
- ---------------------------------------------------------------
Inktomi Corp.(a)                       291,800       29,599,462
- ---------------------------------------------------------------
Lycos, Inc.(a)                         350,000       18,725,000
- ---------------------------------------------------------------
Microsoft Corp.(a)                     650,000       60,165,625
- ---------------------------------------------------------------
NaviSite, Inc.(a)                       77,500        3,642,500
- ---------------------------------------------------------------
RealNetworks, Inc.(a)                  130,000       14,259,375
- ---------------------------------------------------------------
Verity, Inc.(a)                        100,000        6,887,500
- ---------------------------------------------------------------
VerticalNet, Inc.(a)                   150,000        8,400,000
- ---------------------------------------------------------------
Yahoo! Inc.(a)                         360,327       64,521,053
- ---------------------------------------------------------------
                                                    380,009,390
- ---------------------------------------------------------------

ELECTRICAL EQUIPMENT-0.19%

EchoStar Communications Corp.(a)        60,000        3,712,500
- ---------------------------------------------------------------

ELECTRONICS (DEFENSE)-0.25%

General Motors Corp.-Class H(a)         65,000        4,732,813
- ---------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                     MARKET
                                     SHARES          VALUE
<S>                                <C>           <C>
ELECTRONICS (INSTRUMENTATION)-0.41%

Alpha Industries, Inc.(a)              145,000   $    8,011,250
- ---------------------------------------------------------------

ELECTRONICS (SEMICONDUCTORS)-4.07%

Broadcom Corp.-Class A(a)              230,000       29,396,875
- ---------------------------------------------------------------
PMC-Sierra, Inc.(a)                    380,000       35,815,000
- ---------------------------------------------------------------
Texas Instruments, Inc.                150,000       13,462,500
- ---------------------------------------------------------------
                                                     78,674,375
- ---------------------------------------------------------------

SERVICES (ADVERTISING/MARKETING)-0.64%

GoTo.com, Inc.(a)                      216,700       12,351,900
- ---------------------------------------------------------------

SERVICES (COMPUTER SYSTEMS)-2.22%

Brocade Communications Systems,
  Inc.(a)                              160,000       43,040,000
- ---------------------------------------------------------------

TELECOMMUNICATIONS (CELLULAR/
  WIRELESS)-1.52%

Triton PCS Holdings, Inc.-Class
  A(a)                                 234,200        8,255,550
- ---------------------------------------------------------------
Western Wireless Corp.-Class A(a)      400,000       21,150,000
- ---------------------------------------------------------------
                                                     29,405,550
- ---------------------------------------------------------------

TELECOMMUNICATIONS (LONG DISTANCE)-2.61%

MCI WorldCom, Inc.(a)                  500,000       42,906,250
- ---------------------------------------------------------------
WinStar Communications, Inc.(a)        195,000        7,568,439
- ---------------------------------------------------------------
                                                     50,474,689
- ---------------------------------------------------------------

TELEPHONE-9.00%

Bell Atlantic Corp.                    700,000       45,456,250
- ---------------------------------------------------------------
NTL, Inc.(a)                           626,771       47,242,883
- ---------------------------------------------------------------
Qwest Communications
  International, Inc.(a)             1,150,000       41,400,000
- ---------------------------------------------------------------
RCN Corp.(a)                           150,000        7,181,250
- ---------------------------------------------------------------
SBC Communications, Inc.               646,934       32,953,201
- ---------------------------------------------------------------
                                                    174,233,584
- ---------------------------------------------------------------
    Total Domestic Common Stocks
      (Cost $830,639,283)                         1,313,999,538
- ---------------------------------------------------------------

FOREIGN STOCKS & OTHER EQUITY
  INTERESTS-28.10%

AUSTRALIA-0.49%

Telstra Corp. (Telephone)(a)         2,972,900        9,538,957
- ---------------------------------------------------------------

CANADA-2.73%

BCE, Inc. (Telephone)                  495,425       29,813,662
- ---------------------------------------------------------------
Nortel Networks (Communications
  Equipment)                           371,000       22,978,812
- ---------------------------------------------------------------
                                                     52,792,474
- ---------------------------------------------------------------

FINLAND-4.12%

Nokia Oyj (Communications Equipment)   696,000       79,673,598
- ---------------------------------------------------------------
</TABLE>

                                        FS-59
<PAGE>   642
<TABLE>
<CAPTION>
                                                     MARKET
                                     SHARES          VALUE
<S>                                <C>           <C>
GERMANY-2.60%

Mannesmann A.G.
  (Machinery-Diversified)              320,000   $   50,330,072
- ---------------------------------------------------------------

HONG KONG-0.70%

China Telecom Ltd.
  (Telecommunications-
  Cellular/Wireless)(a)              3,948,000       13,493,570
- ---------------------------------------------------------------

IRELAND-1.02%

Esat Telecom Group PLC-ADR
  (Telecommunications-Long
  Distance)(a)                         441,300       19,748,175
- ---------------------------------------------------------------

JAPAN-6.72%

Kyocera Corp.
  (Electronics-Component
  Distributors)                        150,000       14,387,799
- ---------------------------------------------------------------
Nippon Telegraph & Telephone Corp.
  (Telecommunications-Long Distance)     2,001       30,709,318
- ---------------------------------------------------------------
NTT Mobile Communications Network, Inc.
  (Telecommunications-Cellular/Wireless) 2,170       57,649,105
- ---------------------------------------------------------------
Softbank Corp.
  (Computers-Software & Services)(a)    30,000       12,459,834
- ---------------------------------------------------------------
Yahoo Japan Corp.
  (Computers-Software & Services)(a)        28       14,771,474
- ---------------------------------------------------------------
                                                    129,977,530
- ---------------------------------------------------------------

NETHERLANDS-0.50%

Equant N.V.-ADR
  (Computers-Networking)(a)             54,700        5,305,900
- ---------------------------------------------------------------
Equant N.V.
  (Computers-Networking)(a)             45,300        4,408,353
- ---------------------------------------------------------------
                                                      9,714,253
- ---------------------------------------------------------------

RUSSIA-0.00%

Russian Telecommunications
  Development Corp.-Non-Voting
  (Telecommunications-Cellular-Wireless)
  (Acquired 12/22/93;
  Cost $4,530,000)(b)(c)               453,000                0
- ---------------------------------------------------------------
Russian Telecommunications
  Development Corp.-Voting
  (Telecommunications-Cellular-Wireless)
  (Acquired 12/22/93; Cost
  $3,310,000)(b)(c)                    331,000                0
- ---------------------------------------------------------------
                                                              0
- ---------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                     MARKET
                                     SHARES          VALUE
<S>                                <C>           <C>
SPAIN-0.90%

Telefonica S.A. (Telephone)(a)       1,058,409   $   17,415,135
- ---------------------------------------------------------------

SWEDEN-1.10%

Telefonaktiebolaget LM
  Ericsson-ADR (Communications
  Equipment)                           500,000       21,375,000
- ---------------------------------------------------------------

UNITED KINGDOM-7.22%

British Sky Broadcasting Group
  PLC (Broadcasting-Television,
  Radio & Cable)                       980,000       10,529,310
- ---------------------------------------------------------------
British Telecommunications PLC
  (Communications Equipment)         1,005,000       18,233,357
- ---------------------------------------------------------------
Orange PLC (Telephone)(a)            1,671,300       41,683,888
- ---------------------------------------------------------------
Vodafone AirTouch PLC
  (Telecommunications-
  Cellular/Wireless)                 7,185,000       33,430,390
- ---------------------------------------------------------------
Vodafone AirTouch PLC-ADR
  (Telecommunications-
  Cellular/Wireless)                   750,000       35,953,125
- ---------------------------------------------------------------
                                                    139,830,070
- ---------------------------------------------------------------
    Total Foreign Stocks & Other
      Equity Interests (Cost
      $235,295,660)                                 543,888,834
- ---------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                    PRINCIPAL
                                     AMOUNT
<S>                                <C>           <C>
U.S. DOLLAR DENOMINATED
  CONVERTIBLE BONDS & NOTES-0.96%

TELECOMMUNICATIONS (LONG DISTANCE)-0.96%

Level 3 Communications Inc.,
  Conv. Bonds, 6.00%, 09/15/09
  (Cost $15,047,500)               $15,000,000       18,450,000
- ---------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                     SHARES
<S>                                <C>           <C>
MONEY MARKET FUNDS-3.85%

STIC Liquid Assets Portfolio(d)     37,285,702       37,285,702
- ---------------------------------------------------------------
STIC Prime Portfolio(d)             37,285,702       37,285,702
- ---------------------------------------------------------------
    Total Money Market Funds
      (Cost $74,571,404)                             74,571,404
- ---------------------------------------------------------------
TOTAL INVESTMENTS-100.80%                         1,950,909,776
- ---------------------------------------------------------------
LIABILITIES LESS OTHER
  ASSETS-(0.80%)                                    (15,433,144)
- ---------------------------------------------------------------
NET ASSETS-100.00%                               $1,935,476,632
===============================================================
</TABLE>

Investment Abbreviation:

ADR - American Depositary Receipt

Notes to Schedule of Investments:

(a) Non-income producing security.
(b) Non-income producing security acquired as part of a unit with or in exchange
    for other securities.
(c) Restricted security. May be resold to qualified institutional buyers in
    accordance with the provisions of Rule 144A under the Securities Act of
    1933, as amended. The valuation of these securities has been determined in
    accordance with procedures established by the Board of Trustees. The
    aggregate market value of these securities at 10/31/99 was $0.
(d) The security shares the same investment advisor as the Fund.

See Notes to Financial Statements.

                                     FS-60
<PAGE>   643
STATEMENT OF ASSETS AND LIABILITIES

October 31, 1999

<TABLE>
<S>                                            <C>
ASSETS:

Investments, at value (cost $1,155,553,847)    $1,950,909,776
- -------------------------------------------------------------
Cash                                                    1,184
- -------------------------------------------------------------
Foreign currencies, at value (cost
  $12,905,416)                                     13,018,879
- -------------------------------------------------------------
Receivables for:
  Investments sold                                  1,997,433
- -------------------------------------------------------------
  Fund shares sold                                  8,062,379
- -------------------------------------------------------------
  Dividends and interest                              766,409
- -------------------------------------------------------------
Other assets                                              111
- -------------------------------------------------------------
    Total assets                                1,974,756,171
- -------------------------------------------------------------

LIABILITIES:

Payables for:
  Investments purchased                            32,954,728
- -------------------------------------------------------------
  Fund shares reacquired                            2,452,926
- -------------------------------------------------------------
Accrued advisory fees                               1,463,119
- -------------------------------------------------------------
Accrued administrative service fees                    14,251
- -------------------------------------------------------------
Accrued distribution fees                           1,297,984
- -------------------------------------------------------------
Accrued transfer agent fees                           446,518
- -------------------------------------------------------------
Accrued trustees' fees                                 16,478
- -------------------------------------------------------------
Accrued operating expenses                            633,535
- -------------------------------------------------------------
    Total liabilities                              39,279,539
- -------------------------------------------------------------
NET ASSETS APPLICABLE TO SHARES OUTSTANDING    $1,935,476,632
=============================================================

NET ASSETS:

Class A                                        $1,023,124,164
=============================================================
Class B                                        $  898,399,932
=============================================================
Class C                                        $   12,352,198
=============================================================
Advisor Class                                  $    1,600,338
=============================================================

SHARES OUTSTANDING, $0.01 PAR VALUE PER
  SHARE:

Class A                                            38,700,841
=============================================================
Class B                                            35,327,893
=============================================================
Class C                                               485,820
=============================================================
Advisor Class                                          58,931
=============================================================
Class A:
  Net asset value and redemption price per
    share                                      $        26.44
- -------------------------------------------------------------
  Offering price per share:
    (Net asset value of $26.44 divided by
     95.25%)                                   $        27.76
=============================================================
Class B:
  Net asset value and offering price per
    share                                      $        25.43
=============================================================
Class C:
  Net asset value and offering price per
    share                                      $        25.43
=============================================================
Advisor Class:
  Net asset value, redemption and offering
    price per share                            $        27.16
=============================================================
</TABLE>

STATEMENT OF OPERATIONS

For the year ended October 31, 1999

<TABLE>
<S>                                             <C>
INVESTMENT INCOME:

Dividends (net of $387,393 foreign withholding
  tax)                                          $  5,147,508
- ------------------------------------------------------------
Interest                                           4,430,526
- ------------------------------------------------------------
Securities lending                                 1,219,467
- ------------------------------------------------------------
    Total investment income                       10,797,501
- ------------------------------------------------------------

EXPENSES:

Advisory and administrative fees                  15,437,508
- ------------------------------------------------------------
Accounting services fees                             320,819
- ------------------------------------------------------------
Custodian fees                                       287,382
- ------------------------------------------------------------
Distribution fees -- Class A                       4,313,052
- ------------------------------------------------------------
Distribution fees -- Class B                       7,605,277
- ------------------------------------------------------------
Distribution fees -- Class C                          27,171
- ------------------------------------------------------------
Printing fees                                      1,124,218
- ------------------------------------------------------------
Trustees' fees                                        66,075
- ------------------------------------------------------------
Transfer agent fees -- Class A                     1,659,429
- ------------------------------------------------------------
Transfer agent fees -- Class B                     1,463,050
- ------------------------------------------------------------
Transfer agent fees -- Class C                         7,787
- ------------------------------------------------------------
Transfer agent fees -- Advisor                        10,787
- ------------------------------------------------------------
Other                                                447,944
- ------------------------------------------------------------
    Total expenses                                32,770,499
- ------------------------------------------------------------
Less: Expenses paid indirectly                       (14,651)
- ------------------------------------------------------------
    Net expenses                                  32,755,848
- ------------------------------------------------------------
Net investment income (loss)                     (21,958,347)
- ------------------------------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES, FOREIGN CURRENCIES,
  AND FORWARD CONTRACTS:

Net realized gain (loss) from:
  Investment securities                          304,153,021
- ------------------------------------------------------------
  Foreign currencies                              (3,359,421)
- ------------------------------------------------------------
  Forward contracts                               (1,095,245)
- ------------------------------------------------------------
                                                 299,698,355
- ------------------------------------------------------------
Change in net unrealized appreciation
  (depreciation) of:
  Investment securities                          535,189,501
- ------------------------------------------------------------
  Foreign currencies                                (485,052)
- ------------------------------------------------------------
  Forward contracts                                2,729,985
- ------------------------------------------------------------
                                                 537,434,434
- ------------------------------------------------------------
  Net gain from investment securities, foreign
    currencies and forward contracts             837,132,789
- ------------------------------------------------------------
Net increase in net assets resulting from
  operations                                    $815,174,442
============================================================
</TABLE>

See Notes to Financial Statements.

                                     FS-61
<PAGE>   644

STATEMENTS OF CHANGES IN NET ASSETS

For the years ended October 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                   1999              1998
                                                              --------------    --------------
<S>                                                           <C>               <C>
OPERATIONS:

  Net investment income (loss)                                $  (21,958,347)   $  (18,787,161)
- ----------------------------------------------------------------------------------------------
  Net realized gain from investment securities, foreign
    currencies and forward contracts                             299,698,355        71,148,199
- ----------------------------------------------------------------------------------------------
  Change in net unrealized appreciation (depreciation) of
    investment securities, foreign currencies and forward
    contracts                                                    537,434,434       (65,095,698)
- ----------------------------------------------------------------------------------------------
    Net increase (decrease) in net assets resulting from
      operations                                                 815,174,442       (12,734,660)
- ----------------------------------------------------------------------------------------------

DISTRIBUTIONS TO SHAREHOLDERS FROM NET REALIZED GAINS:

  Class A                                                        (23,149,236)      (59,979,418)
- ----------------------------------------------------------------------------------------------
  Class B                                                        (21,143,550)      (54,057,223)
- ----------------------------------------------------------------------------------------------
  Advisor Class                                                     (150,968)         (239,075)
- ----------------------------------------------------------------------------------------------

SHARE TRANSACTIONS-NET:

  Class A                                                       (101,952,900)     (140,083,034)
- ----------------------------------------------------------------------------------------------
  Class B                                                        (72,208,921)     (120,556,830)
- ----------------------------------------------------------------------------------------------
  Class C                                                         11,141,603                --
- ----------------------------------------------------------------------------------------------
  Advisor Class                                                   (5,609,698)          (92,959)
- ----------------------------------------------------------------------------------------------
    Net increase (decrease) in net assets                        602,100,772      (387,743,199)
- ----------------------------------------------------------------------------------------------

NET ASSETS:

  Beginning of period                                          1,333,375,860     1,721,119,059
- ----------------------------------------------------------------------------------------------
  End of period                                               $1,935,476,632    $1,333,375,860
==============================================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                               $  863,973,212    $1,003,778,129
- ----------------------------------------------------------------------------------------------
  Undistributed net investment income (loss)                           5,534             5,534
- ----------------------------------------------------------------------------------------------
  Undistributed net realized gain from investment
    securities, foreign currencies and forward contracts         275,954,959        71,483,704
- ----------------------------------------------------------------------------------------------
  Unrealized appreciation of investment securities, foreign
    currencies and forward contracts                             795,542,927       258,108,493
- ----------------------------------------------------------------------------------------------
                                                              $1,935,476,632    $1,333,375,860
==============================================================================================
</TABLE>

See Notes to Financial Statements.

                                      FS-62
<PAGE>   645
NOTES TO FINANCIAL STATEMENTS

October 31, 1999

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Global Telecommunications and Technology Fund (the "Fund") is a separate
series of AIM Investment Funds (the "Trust"). The Trust is organized as a
Delaware business trust and is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end series management investment
company consisting of twelve separate series portfolios, each having an
unlimited number of shares of beneficial interest. The Fund consists of four
different classes of shares: Class A shares, Class B shares, Class C shares and
Advisor Class shares. Class A shares are sold with a front-end sales charge.
Class B shares and Class C shares are sold with a contingent deferred sales
charge. Advisor Class shares were sold without a sales charge. Matters affecting
each portfolio or class will be voted on exclusively by the shareholders of such
portfolio or class. The assets, liabilities and operations of each portfolio are
accounted for separately. Information presented in these financial statements
pertains only to the Fund. The Fund's investment objective is long-term growth
of capital.
    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. The following is a summary of the significant accounting policies
followed by the Fund in the preparation of its financial statements.

 A. Security Valuations -- A security listed or traded on an exchange (except
    convertible bonds) is valued at its last sales price on the exchange where
    the security is principally traded, or lacking any sales on a particular
    day, the security is valued at the closing bid price on that day. Each
    security reported on the NASDAQ National Market System is valued at the last
    sales price on the valuation date or absent a last sales price, at the
    closing bid price. Debt obligations (including convertible bonds) are valued
    on the basis of prices provided by an independent pricing service. Prices
    provided by the pricing service may be determined without exclusive reliance
    on quoted prices, and may reflect appropriate factors such as yield, type of
    issue, coupon rate and maturity date. Securities for which market prices are
    not provided by any of the above methods are valued based upon quotes
    furnished by independent sources and are valued at the last bid price in the
    case of equity securities and in the case of debt obligations, the mean
    between the last bid and asked prices. Securities for which market
    quotations are not readily available or are questionable are valued at fair
    value as determined in good faith by or under the supervision of the Trust's
    officers in a manner specifically authorized by the Board of Trustees.
    Short-term obligations having 60 days or less to maturity are valued at
    amortized cost which approximates market value. For purposes of determining
    net asset value per share, futures and options contracts generally will be
    valued 15 minutes after the close of trading of the New York Stock Exchange
    ("NYSE"). Generally, trading in foreign securities is substantially
    completed each day at various times prior to the close of the NYSE. The
    values of such securities used in computing the net asset value of the
    Fund's shares are determined as of such times. Foreign currency exchange
    rates are also generally determined prior to the close of the NYSE.
    Occasionally, events affecting the values of such securities and such
    exchange rates may occur between the times at which they are determined and
    the close of the NYSE which would not be reflected in the computation of the
    Fund's net asset value. If events materially affecting the value of such
    securities occur during such period, then these securities will be valued at
    their fair value as determined in good faith by or under the supervision of
    the Board of Trustees.

B.  Securities Transactions, Investment Income and Distributions -- Securities
    transactions are accounted for on a trade date basis. Realized gains or
    losses on sales are computed on the basis of specific identification of the
    securities sold. Interest income is recorded as earned from settlement date
    and is recorded on the accrual basis. Dividend income is recorded on the
    ex-dividend date. The Fund may elect to use a portion of the proceeds of
    fund share redemptions as distributions for Federal income tax purposes.
        Distributions from income and net realized capital gains, if any, are
    generally paid annually and recorded on ex-dividend date.
        On October 31, 1999, undistributed net investment income was increased
    by $21,958,348, undistributed net realized gains decreased by $50,783,348
    and paid-in capital increased by $28,825,000 as a result of differing
    book/tax treatment of foreign currency transactions and net operating loss
    reclassifications in order to comply with the requirements of the American
    Institute of Certified Public Accountants Statement of Position 93-2. Net
    assets of the Fund were unaffected by the reclassification discussed above.

C.  Federal Income Taxes -- The Fund intends to comply with the requirements of
    the Internal Revenue Code necessary to qualify as a regulated investment
    company and, as such, will not be subject to federal income taxes on
    otherwise taxable income (including net realized capital gains) which is
    distributed to shareholders. Therefore, no provision for federal income
    taxes is recorded in the financial statements.

D.  Foreign Currency Translations -- Portfolio securities and other assets and
    liabilities denominated in foreign currencies are translated into U.S.
    dollar amounts at date of valuation. Purchases and sales of portfolio
    securities and income items denominated in foreign currencies are translated
    into U.S. dollar amounts on the respective dates of such transactions. The
    Fund does not separately account for that portion of the results of
    operations resulting from changes in foreign exchange rates on investments
    and the fluctuations

                                      FS-63
<PAGE>   646
    arising from changes in market prices of securities held. Such fluctuations
    are included with the net realized and unrealized gain or loss from
    investments.

E.  Foreign Currency Contracts -- A foreign currency contract is an obligation
    to purchase or sell a specific currency for an agreed-upon price at a future
    date. The Fund may enter into a foreign currency contract to attempt to
    minimize the risk to the Fund from adverse changes in the relationship
    between currencies. The Fund may also enter into a foreign currency contract
    for the purchase or sale of a security denominated in a foreign currency in
    order to "lock in" the U.S. dollar price of that security. The Fund could be
    exposed to risk if counterparties to the contracts are unable to meet the
    terms of their contracts or if the value of the foreign currency changes
    unfavorably.

F.  Expenses -- Distribution expenses directly attributable to a class of shares
    are charged to that class' operations. All other expenses which are
    attributable to more than one class are allocated among the classes.

G.  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
    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 fluctuations, perceived credit risk,
    adverse political and economic developments and possible adverse foreign
    government intervention.

H.  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.

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

A I M Advisors, Inc. ("AIM") is the Fund's investment manager and administrator.
The Fund pays AIM investment management and administration fees at an annual
rate of 0.975% on the first $500 million of the Fund's average daily net assets,
plus 0.95% on the next $500 million of the Fund's average daily net assets, plus
0.925% on the next $500 million of the Fund's average daily net assets, plus
0.90% on the Fund's average daily net assets exceeding $1.5 billion. AIM has
contractually agreed 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%, 2.50% and 1.50% of the average daily net assets of the
Fund's Class A, Class B, Class C and Advisor Class shares, respectively.
Effective July 1, 1999, the Trust entered into a master administrative
services agreement with AIM, replacing the prior pricing and accounting
agreement. The Fund, pursuant to the master administrative services agreement
with AIM, has agreed to pay AIM for certain administrative costs incurred in
providing accounting services to the Fund. Prior to July 1, 1999, AIM was the
pricing and accounting agent for the Fund. The monthly fee for these services
paid to AIM was a percentage, not to exceed 0.03% annually, of a Fund's average
daily net assets. The annual fee rate was derived based on the aggregate net
assets of the funds which comprised the following investment companies: AIM
Growth Series, AIM Investment Funds, AIM Series Trust, G.T. Global Variable
Investment Series and G.T. Global Variable Investment Trust. The fee was
calculated at the rate of 0.03% of the first $5 billion of assets and 0.02% to
the assets in excess of $5 billion. An amount is allocated to and paid by each
such fund based on its relative average daily net assets. For the year ended
October 31, 1999, AIM was paid $320,819 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and
shareholder services to the Fund. For the year ended October 31, 1999, AFS was
paid $3,141,053 for such services.
The Trust has entered into master distribution agreements with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A, Class B, Class C and Advisor Class shares of the Fund. The Trust has
adopted a plan pursuant to Rule 12b-1 under the 1940 Act with respect to the
Fund's Class A shares, Class B shares and Class C shares (collectively the
"Plans"). The Fund , pursuant to the Plans, pays AIM Distributors compensation
at the annual rate of 0.50% of the Fund's average daily net assets of Class A
shares and 1.00% of the average daily net assets of Class B and C shares. Of
these amounts, the Fund may pay a service fee of 0.25% of the average daily net
assets of the Class A, Class B or Class C shares to selected dealers and
financial institutions who furnish continuing personal shareholder services to
their customers who purchase and own the appropriate class of shares of the
Fund. Any amounts not paid as a service fee under the Plans would constitute an
asset-based sales charge. The Plans also impose a cap on the total sales
charges, including asset-based sales charges that may be paid by the respective
classes. For the year ended October 31, 1999, the Class A, Class B and Class C
shares paid AIM Distributors $4,313,052, $7,605,277 and $27,171, respectively,
as compensation under the Plans.
AIM Distributors received commissions of $205,929 from sales of the Class A
shares of the Fund during the year ended October 31, 1999. Such commissions are
not an expense of the Fund. They are deducted from, and are not included in, the
proceeds from sales of Class A shares. During the year ended October 31, 1999,
AIM Distributors received $8,313 in contingent deferred sales charges imposed on
redemptions of Fund shares. Certain officers and trustees of the Trust are
officers and directors of AIM, AFS and AIM Distributors.

NOTE 3-INDIRECT EXPENSES

During the year ended October 31, 1999, the Fund received reductions in
custodian fees of $14,651 under expense offset arrangements. The effect of the
above arrangements resulted in a reduction of the Fund's total expenses of
$14,651 during the year ended October 31, 1999.

                                     FS-64
<PAGE>   647
NOTE 4-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a
syndicate administered by The Chase Manhattan Bank. The Fund may borrow up to
the lesser of (i) $1,000,000,000 or (ii) the limits set by its prospectus for
borrowings. The Fund and other funds advised by AIM which are parties to the
line of credit may borrow on a first come, first served basis. The funds which
are party to the line of credit are charged a commitment fee of 0.09% on the
unused balance of the committed line. The commitment fee is allocated among the
funds based on their respective average net assets for the period. Prior to May
28, 1999, the Fund, along with certain other funds advised and/or administered
by AIM, had a line of credit with BankBoston and State Street Bank & Trust
Company. The arrangements with the banks allowed the Fund and certain other
funds to borrow, on a first come, first served basis, an aggregate maximum
amount of $250,000,000.
  During the year ended October 31, 1999, the average outstanding daily balance
of bank loans for the Fund was $112,348 with a weighted average interest rate of
5.47%. Interest expense for the Fund for the year ended October 31, 1999 was
$12,459.

NOTE 5-PORTFOLIO SECURITIES LOANED

At October 31, 1999, securities with an aggregate value of $261,274,438 were on
loan to brokers. The loans were secured by cash collateral of $266,656,351
received by the Fund. For the year ended October 31, 1999, the Fund received
fees of $1,219,467 for securities lending.
  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 the loan. The cash collateral is
invested in a securities lending trust which consists of a portfolio of high
quality short duration securities whose average effective duration is restricted
to 120 days or less.

NOTE 6-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities)
purchased and sold by the Fund during the year ended October 31, 1999 was
$1,890,552,707 and $2,086,302,700, respectively.

  The amount of unrealized appreciation (depreciation) of investment securities,
for tax purposes, as of October 31, 1999 is as follows:

<TABLE>
<S>                                                         <C>
Aggregate unrealized appreciation of
  investment securities                                      $800,003,800
- -------------------------------------------------------------------------
Aggregate unrealized appreciation
  (depreciation) of investment securities                      (6,592,795)
- -------------------------------------------------------------------------
Net unrealized appreciation of investment securities         $793,411,005
=========================================================================
</TABLE>
Cost of investments for tax purposes is $1,157,498,771.


NOTE 7-SHARE INFORMATION

Changes in shares outstanding during the years ended October 31, 1999 and 1998
were as follows:

<TABLE>
<CAPTION>
                                                                         1999                           1998
                                                              ---------------------------   -----------------------------
                                                                SHARES         AMOUNT          SHARES          AMOUNT
                                                              -----------   -------------   ------------   --------------
<S>                                                           <C>           <C>             <C>            <C>
Sold:
  Class A                                                      42,637,825   $ 826,757,794    108,008,301   $1,941,688,002
- -------------------------------------------------------------------------------------------------------------------------
  Class B                                                       6,195,698     131,627,637     10,070,976      179,810,719
- -------------------------------------------------------------------------------------------------------------------------
  Class C*                                                        544,069      12,490,317             --               --
- -------------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                   664,975      14,200,299      3,217,206       58,029,142
- -------------------------------------------------------------------------------------------------------------------------
Issued as reinvestment of dividends:
  Class A                                                       1,233,567      21,142,757      3,004,072       49,839,899
- -------------------------------------------------------------------------------------------------------------------------
  Class B                                                       1,176,293      19,479,129      2,786,131       44,943,256
- -------------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                     8,588         150,375         14,131          237,955
- -------------------------------------------------------------------------------------------------------------------------
Reacquired:
  Class A                                                     (49,011,051)   (949,853,451)  (117,654,141)  (2,131,610,935)
- -------------------------------------------------------------------------------------------------------------------------
  Class B                                                     (11,052,108)   (223,315,687)   (19,680,426)    (345,310,805)
- -------------------------------------------------------------------------------------------------------------------------
  Class C*                                                        (58,249)     (1,348,714)            --               --
- -------------------------------------------------------------------------------------------------------------------------
  Advisor Class                                                  (900,945)    (19,960,372)    (3,206,646)     (58,360,056)
- -------------------------------------------------------------------------------------------------------------------------
                                                               (8,561,338)  $(168,629,916)   (13,440,396)  $ (260,732,823)
=========================================================================================================================
</TABLE>

*  Class C shares commenced sales on March 1, 1999.

                                     FS-65
<PAGE>   648
NOTE 8-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,
                                                              ----------------------------------------------------------------
                                                                 1999          1998(a)     1997(a)      1996(a)         1995
                                                              ----------      --------     --------   ----------    ----------
<S>                                                           <C>             <C>          <C>        <C>           <C>
Net asset value, beginning of period                          $    16.28      $  18.04     $  16.69   $    16.42    $    17.80
- ------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                     (0.25)        (0.17)       (0.17)       (0.13)        (0.09)
- ------------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments           10.97         (0.39)        2.93         1.22         (0.43)
- ------------------------------------------------------------------------------------------------------------------------------
    Net increase (decrease) from investment operations             10.72         (0.56)        2.76         1.09         (0.52)
- ------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders:
  From net realized gain on investments                            (0.56)        (1.20)       (1.41)       (0.82)        (0.86)
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                $    26.44      $  16.28     $  18.04   $    16.69    $    16.42
- ------------------------------------------------------------------------------------------------------------------------------
Total return(b)                                                    67.63%        (3.16)%      17.70%        7.00%        (2.88)%
==============================================================================================================================
Ratios and supplemental data:
Net assets, end of period (in 000s)                           $1,023,124      $713,904     $910,801   $1,204,428    $1,353,722
==============================================================================================================================
Ratio of net investment income (loss) to average net assets        (1.11)%(c)    (0.93)%      (1.06)%      (0.89)%       (0.55)%
==============================================================================================================================
Ratio of expenses to average net assets                             1.77%(c)      1.88%        1.84%        1.79%         1.83%
==============================================================================================================================
Portfolio turnover rate                                              122%           75%          35%          37%           62%
==============================================================================================================================
</TABLE>

(a)  These selected per share data were calculated based upon the average shares
     outstanding during the period.
(b)  Total return does not include sales charges.
(c)  Ratios are based on average net assets of $862,610,444.

                                       FS-66
<PAGE>   649
NOTE 8-FINANCIAL HIGHLIGHTS (CONTINUED)

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,
                                                              ------------------------------------------------------------
                                                                1999       1998(a)     1997(a)      1996(a)         1995
                                                              ---------    --------    --------    ----------    ---------
<S>                                                           <C>          <C>         <C>         <C>           <C>
Net asset value, beginning of period                          $  15.76     $  17.58    $  16.37    $    16.20    $    17.66
- ---------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                   (0.35)       (0.25)      (0.25)        (0.23)        (0.17)
- ---------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments         10.58        (0.37)       2.87          1.22         (0.43)
- ---------------------------------------------------------------------------------------------------------------------------
    Net increase (decrease) from investment operations           10.23        (0.62)       2.62          0.99         (0.60)
- ---------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders:
  From net realized gain on investments                          (0.56)       (1.20)      (1.41)        (0.82)        (0.86)
- ---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                $  25.43     $  15.76    $  17.58    $    16.37    $    16.20
===========================================================================================================================
Total return(b)                                                  66.84%       (3.67)%     17.15%         6.46%        (3.37)%
===========================================================================================================================
Ratios and supplemental data:
Net assets, end of period (in 000s)                           $898,400     $614,715    $805,535    $1,007,654    $1,111,520
===========================================================================================================================
Ratio of net investment income (loss) to average net assets      (1.62)%(c)   (1.43)%     (1.56)%       (1.39)%       (1.05)%
===========================================================================================================================
Ratio of expenses to average net assets                           2.28%(c)     2.38%       2.34%         2.29%         2.33%
===========================================================================================================================
Portfolio turnover rate                                            122%          75%         35%           37%           62%
===========================================================================================================================
</TABLE>

(a)  These selected per share data were calculated based upon the average shares
     outstanding during the period.
(b)  Total return does not include sales charges.
(c)  Ratios are based on average net assets of $760,527,702.

                                     FS-67
<PAGE>   650
NOTE 8-FINANCIAL HIGHLIGHTS (CONTINUED)

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 C                                ADVISOR CLASS
                                                  --------------    -------------------------------------------------------------
                                                  MARCH 1, 1999              YEAR ENDED OCTOBER 31,
                                                  TO OCTOBER 31,    ----------------------------------------    JUNE 1, 1995 TO
                                                       1999          1999        1998(a)   1997(a)    1996(a   OCTOBER 31, 1995
                                                  --------------    -------      -------   -------    -------  ----------------
<S>                                               <C>               <C>          <C>       <C>        <C>         <C>
Net asset value, beginning of period                 $ 19.23        $ 16.61      $ 18.28   $ 16.81    $ 16.46      $15.24
- ------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                         (0.11)         (0.11)       (0.08)    (0.09)     (0.05)         --
- ------------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on
    investments                                         6.31          11.22        (0.39      2.97       1.22        1.22
- ------------------------------------------------------------------------------------------------------------------------------
    Net increase (decrease) from investment
      operations                                        6.20          11.11        (0.47)     2.88       1.17        1.22
- ------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders:
  From net realized gain on investments                   --          (0.56)       (1.20)    (1.41)     (0.82)         --
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                       $ 25.43        $ 27.16      $ 16.61   $ 18.28    $ 16.81      $16.46
==============================================================================================================================
Total return(b)                                        32.24%         68.67%       (2.59)%   18.33%      7.49%       7.94%
==============================================================================================================================
Ratios and supplemental data:
Net assets, end of period (in 000's)                 $12,352        $ 1,600      $ 4,757   $ 4,783    $   945      $  681
==============================================================================================================================
Ratio of net investment income (loss) to
  average net assets:                                  (1.62)%(c)     (0.56)%(d)   (0.43)%   (0.56)%    (0.39)%     (0.05)%(e)
==============================================================================================================================
Ratio of expenses to average net assets:                2.28%(c)       1.22%(d)     1.38%     1.34%      1.29%       1.33%(e)
==============================================================================================================================
Portfolio turnover rate                                  122%           122%         75%        35%        37%         62%
==============================================================================================================================
</TABLE>

(a)  These selected per share data were calculated based upon the average shares
     outstanding during the period.
(b)  Total return does not include sales charge and is not annualized for
     periods less than one year.
(c)  Ratios are annualized and based on average net assets of $4,047,890.
(d)  Ratios are based on average net assets of $5,607,430.
(e)  Annualized.

NOTE 9-SUBSEQUENT EVENT

On November 3, 1999, the Board of Trustees approved the conversion of Advisor
Class Shares into Class A Shares. The proposed effective date of this conversion
is February 11, 2000.

                                     FS-68
<PAGE>   651
                            PART C: OTHER INFORMATION


Item 23.     Exhibits
             --------

Exhibit
Number         Description
- -------        -----------
(a)     (1)    -  (a) Agreement and Declaration of Trust of Registrant, dated
                  May 7, 1998, was filed as an Exhibit to Post-Effective
                  Amendment No. 55, on August 26, 1998 and is hereby
                  incorporated by reference.

               -  (b) First Amendment to Agreement and Declaration of Trust of
                  Registrant, dated August 12, 1998, was filed as an Exhibit to
                  Post-Effective Amendment No. 56, on December 30, 1998 and is
                  hereby incorporated by reference.

               -  (c) Second Amendment to Agreement and Declaration of Trust of
                  Registrant, dated December 10, 1998, was filed as an Exhibit
                  to Post-Effective Amendment No. 57 on February 22, 1999.

               -  (d) Third Amendment to Agreement and Declaration of Trust of
                  Registrant, dated February 4, 1999, is filed herewith
                  electronically.

               -  (e) Fourth Amendment to Agreement and Declaration of Trust of
                  Registrant, dated February 16, 1999, is filed herewith
                  electronically.

(b)     (1)    -  (a) By-Laws of Registrant were filed as an Exhibit to
                  Post-Effective Amendment No. 55, on August 26, 1998 and is
                  hereby incorporated by reference.

               -  (b) Amendment No. 1 to By-laws of Registrant, dated December
                  10, 1998, was filed as an Exhibit to Post-Effective Amendment
                  No. 57 on February 22, 1999.

        (2)    -  (a) Amended and Restated By-Laws of Registrant, adopted
                  effective May 7, 1998, amended December 10, 1998, are filed
                  herewith electronically.

               -  (b) First Amendment to Amended and Restated By-Laws of
                  Registrant, dated June 15, 1999, is filed herewith
                  electronically.

(c)            -  Provisions of instruments defining the rights of holders of
                  Registrant's securities are contained in the Agreement and
                  Declaration of Trust, as amended, Articles II, VI, VII, VIII
                  and IX and By-Laws Articles IV, V, VI, VII and VIII, which are
                  included as part of Exhibits (a)(1) and (b) of this
                  Registration Statement.

(d)     (1)    -  Investment Management and Administration Contract, dated May
                  29, 1998, between Registrant and A I M Advisors, Inc. was
                  filed as an Exhibit to Post-Effective Amendment No. 55 on
                  August 26, 1998.

        (2)    -  Investment Management and Administration Contract, dated
                  September 8, 1998, between Registrant and A I M Advisors, Inc.
                  was filed as an Exhibit to Post-Effective Amendment No. 55 on
                  August 26, 1998.

        (3)    -  Amended and Restated Investment Management and Administration
                  Contract, dated June 1, 1999, between Registrant and A I M
                  Advisors, Inc. is filed herewith electronically.

        (4)    -  Administration Contract, dated May 29, 1998, between
                  Registrant and A I M Advisors, Inc. was filed as an Exhibit to
                  Post-Effective Amendment No. 55 on August 26, 1998.




                                      C-1
<PAGE>   652

        (5)    -  Administration Contract, dated September 8, 1998, between
                  Registrant and A I M Advisors, Inc. was filed as an Exhibit to
                  Post-Effective Amendment No. 55 on August 26, 1998 and is
                  hereby incorporated by reference.

        (6)    -  Sub-Administration Contract, dated May 29, 1998, between A I M
                  Advisors, Inc. and INVESCO (NY), Inc. with respect to
                  Registrant was filed as an Exhibit to Post-Effective Amendment
                  No. 55 on August 26, 1998.

        (7)    -  Sub-Administration Contract, dated September 8, 1998, between
                  A I M Advisors, Inc. and INVESCO (NY), Inc. with respect to
                  Registrant was filed as an Exhibit to Post-Effective Amendment
                  No. 55 on August 26, 1998.

        (8)    -  Sub-Advisory and Sub-Administration Contract, dated May 29,
                  1998, between A I M Advisors, Inc. and INVESCO (NY), Inc. with
                  respect to Registrant was filed as an Exhibit to Post-
                  Effective Amendment No. 55 on August 26, 1998.

        (9)    -  Sub-Advisory and Sub-Administration Contract, dated September
                  8, 1998, between A I M Advisors, Inc. and INVESCO (NY), Inc.
                  with respect to Registrant was filed as an Exhibit to
                  Post-Effective Amendment No. 55 on August 26, 1998.

        (10)   -  Investment Management and Administration Contract, dated May
                  29, 1998, between Global Investment Portfolio and A I M
                  Advisors, Inc. was filed as an Exhibit to Post-Effective
                  Amendment No. 55 on August 26, 1998 and is hereby incorporated
                  by reference.

        (11)   -  Investment Management and Administration Contract, dated May
                  29, 1998, between Global High Income Portfolio (now known as
                  Emerging Markets Debt Portfolio) and A I M Advisors, Inc. was
                  filed as an Exhibit to Post-Effective Amendment No. 55 on
                  August 26, 1998.

        (12)   -  Amended and Restated Investment Management and Administration
                  Contract, dated September 8, 1998, between Emerging Markets
                  Debt Portfolio and A I M Advisors, Inc. is filed herewith
                  electronically.

        (13)   -  Sub-Advisory and Sub-Administration Contract, dated May 29,
                  1998, between A I M Advisors, Inc. and INVESCO (NY), Inc. with
                  respect to Global Investment Portfolio was filed as an Exhibit
                  to Post-Effective Amendment No. 55 on August 26, 1998.

        (14)   -  Sub-Advisory and Sub-Administration Contract, dated May 29,
                  1998, between A I M Advisors, Inc. and INVESCO (NY), Inc. with
                  respect to Global High Income Portfolio (now known as Emerging
                  Markets Debt Portfolio) was filed as an Exhibit to
                  Post-Effective Amendment No. 55 on August 26, 1998.

        (15)   -  Sub-Advisory Contract, dated December 14, 1998, between A I M
                  Advisors, Inc. and INVESCO (NY), Inc. with respect to
                  Registrant's AIM Strategic Income Fund is filed herewith
                  electronically.

        (16)   -  Amended and Restated Sub-Advisory Contract, dated February 12,
                  1999, between A I M Advisors, Inc. and INVESCO Asset
                  Management Limited with respect to Registrant is filed
                  herewith electronically.

        (17)   -  Sub-Advisory Contract, dated December 14, 1998, between A I M
                  Advisors, Inc. and INVESCO Asset Management Limited with
                  respect to Emerging Markets Debt Portfolio is filed herewith
                  electronically.

(e)     (1)    -  Distribution Agreement, dated May 29, 1998, between Registrant
                  and A I M Distributors, Inc. with respect to Class A shares
                  was filed as an Exhibit to Post-Effective Amendment No. 55 on
                  August 26, 1998.




                                      C-2
<PAGE>   653

        (2)    -  Distribution Agreement, dated September 8, 1998, between
                  Registrant and A I M Distributors, Inc. with respect to Class
                  A shares was filed as an Exhibit to Post-Effective Amendment
                  No. 55 on August 26, 1998 and is hereby incorporated by
                  reference.

        (3)    -  (a) Master Distribution Agreement, dated March 1, 1999,
                  between Registrant and A I M Distributors, Inc. with respect
                  to Class A and C shares is filed herewith electronically.

               -  (b) Amendment No. 1, dated March 1, 1999, to the Master
                  Distribution Agreement, dated March 1, 1999, between
                  Registrant and A I M Distributors, Inc., with respect to Class
                  A and C shares is filed herewith electronically.

        (4)    -  Distribution Agreement, dated May 29, 1998, between Registrant
                  and A I M Distributors, Inc. with respect to Class B shares
                  was filed as an Exhibit to Post-Effective Amendment No. 55 on
                  August 26, 1998.

        (5)    -  (a) Distribution Agreement, dated September 8, 1998, between
                  Registrant and A I M Distributors, Inc. with respect to Class
                  B shares was filed as an Exhibit to Post-Effective Amendment
                  No. 55 on August 26, 1998 and is hereby incorporated by
                  reference.

               -  (b) Amendment No. 1, dated March 18, 1999, to the Distribution
                  Agreement, dated September 8, 1998, between Registrant and
                  A I M Distributors, Inc., with respect to Class B shares is
                  filed herewith electronically.

               -  (c) Amendment No. 2, dated June 1, 1999, to the Distribution
                  Agreement, dated September 8, 1998, between Registrant and
                  A I M Distributors, Inc., with respect to Class B shares is
                  filed herewith electronically.

        (6)    -  Distribution Agreement, dated May 29, 1998, between Registrant
                  and A I M Distributors, Inc. with respect to Advisor Class
                  shares was filed as an Exhibit to Post-Effective Amendment
                  No.55 on August 26, 1998.

        (7)    -  Distribution Agreement, dated September 8, 1998, between
                  Registrant and A I M Distributors, Inc. with respect to
                  Advisor Class shares was filed as an Exhibit to Post-
                  Effective Amendment No. 55 on August 26, 1998 and is hereby
                  incorporated by reference.

        (8)    -  Form of Selected Dealer Agreement between A I M
                  Distributors, Inc. and selected dealers was filed as an
                  Exhibit to Post-Effective Amendment No. 57 on February 22,
                  1999.

        (9)    -  Form of Bank Selling Group Agreement between A I M
                  Distributors, Inc. and banks was filed as an Exhibit to
                  Post-Effective Amendment No. 57 on February 22, 1999.

(f)            -  Agreements Concerning Officers and Directors/Trustees
                  Benefits - None.

(g)     (1)    -  (a) Custodian Contract, dated April 27, 1988, between
                  Registrant and State Street Bank and Trust Company was filed
                  as an Exhibit to Post-Effective Amendment No. 56 on December
                  30, 1998 and is hereby incorporated by reference.

               -  (b) Notice of Additional Fund, dated August 7, 1989, to
                  Custodian Contract, dated April 27, 1988, between Registrant
                  and State Street Bank and Trust Company was filed as an
                  Exhibit to Post-Effective Amendment No. 56 on December 30,
                  1998 and is hereby incorporated by reference.

               -  (c) Notice of Additional Fund, dated September 23, 1990, to
                  Custodian Contract, dated April 27, 1988, between Registrant
                  and State Street Bank and Trust Company was filed as an
                  Exhibit to Post-Effective Amendment No. 56 on December 30,
                  1998 and is hereby incorporated by reference.




                                      C-3
<PAGE>   654


               -  (d) Notice of Additional Fund, dated August 8, 1991, to
                  Custodian Contract, dated April 27, 1988, between Registrant
                  and State Street Bank and Trust Company was filed as an
                  Exhibit to Post-Effective Amendment No. 56 on December 30,
                  1998 and is hereby incorporated by reference.

               -  (e) Notice of Additional Fund, dated January 27, 1992, to
                  Custodian Contract, dated April 27, 1988, between Registrant
                  and State Street Bank and Trust Company was filed as an
                  Exhibit to Post-Effective Amendment No. 56 on December 30,
                  1998 and is hereby incorporated by reference.

               -  (f) Notice of Additional Fund, dated May 10, 1992, to
                  Custodian Contract, dated April 27, 1988, between Registrant
                  and State Street Bank and Trust Company was filed as an
                  Exhibit to Post-Effective Amendment No. 56 on December 30,
                  1998 and is hereby incorporated by reference.

               -  (g) Notice of Additional Fund, dated June 1, 1992, to
                  Custodian Contract, dated April 27, 1988, between Registrant
                  and State Street Bank and Trust Company was filed as an
                  Exhibit to Post-Effective Amendment No. 56 on December 30,
                  1998 and is hereby incorporated by reference.

               -  (h) Notice of Additional Fund, dated October 22, 1992, to
                  Custodian Contract, dated April 27, 1988, between Registrant
                  and State Street Bank and Trust Company was filed as an
                  Exhibit to Post-Effective Amendment No. 56 on December 30,
                  1998 and is hereby incorporated by reference.

               -  (i) Notice of Additional Fund, dated May 31, 1994, to
                  Custodian Contract, dated April 27, 1988, between Registrant
                  and State Street Bank and Trust Company was filed as an
                  Exhibit to Post-Effective Amendment No. 56 on December 30,
                  1998 and is hereby incorporated by reference.

               -  (j) Amendment to Custodian Contract, dated August 17, 1994,
                  was filed as an Exhibit to Post-Effective Amendment No. 56 on
                  December 30, 1998 and is hereby incorporated by reference.

               -  (k) Amendment to Custodian Contract, dated June 20, 1995, was
                  filed as an Exhibit to Post-Effective Amendment No. 56 on
                  December 30, 1998 and is hereby incorporated by reference.

               -  (l) Notice of Additional Fund, dated October 24, 1997, to
                  Custodian Contract, dated April 27, 1988, between Registrant
                  and State Street Bank and Trust Company was filed as an
                  Exhibit to Post-Effective Amendment No. 56 on December 30,
                  1998 and is hereby incorporated by reference.

               -  (m) Notice of Registrant's reorganization, dated September 22,
                  1998, to Custodian was filed as an Exhibit to Post-Effective
                  Amendment No. 56 on December 30, 1998 and is hereby
                  incorporated by reference.

               -  (n) Amendment to Custodian Contract, dated January 26, 1999,
                  was filed as an Exhibit to Post-Effective Amendment No. 57 on
                  February 22, 1999 and is hereby incorporated by reference.

(h)     (1)    -  (a) Transfer Agency and Service Agreement, dated September 8,
                  1998, between Registrant and A I M Fund Services, Inc. was
                  filed an Exhibit to Post-Effective Amendment No. 56 on
                  December 30, 1998 and is hereby incorporated by reference.

               -  (b) Amendment No. 1, dated March 1, 1999, to Transfer Agency
                  and Services Agreement, dated September 8, 1998, between
                  Registrant and A I M Fund Services, Inc. is filed herewith
                  electronically.




                                      C-4
<PAGE>   655


               -  (c) Amendment No. 2, dated July 1, 1999, to Transfer Agency
                  and Services Agreement, dated September 8, 1998, between
                  Registrant and A I M Fund Services, Inc. is filed herewith
                  electronically.

               -  (d) Amendment No. 3, dated July 1, 1999, to Transfer Agency
                  and Services Agreement, dated September 8, 1998, between
                  Registrant and A I M Fund Services, Inc. is filed herewith
                  electronically.

               -  (e) Amendment No. 4, dated February 11, 2000, to Transfer
                  Agency and Services Agreement, dated September 8, 1998,
                  between Registrant and A I M Fund Services, Inc. is filed
                  herewith electronically.

        (2)    -  (a) Remote Access and Related Services Agreement, dated as of
                  December 23, 1994, was filed as an Exhibit to Post-Effective
                  Amendment No. 55 on August 26, 1998 and is hereby incorporated
                  by reference.

               -  (b) Amendment No. 1, dated October 4, 1995, to the Remote
                  Access and Related Services Agreement, dated as of December
                  23, 1994, was filed as an Exhibit to Post-Effective Amendment
                  No. 55 on August 26, 1998 and is hereby incorporated by
                  reference.

               -  (c) Addendum No. 2, dated October 12, 1995, to the Remote
                  Access and Related Services Agreement, dated as of December
                  23, 1994, was filed as an Exhibit to Post-Effective Amendment
                  No. 55 on August 26, 1998 and is hereby incorporated by
                  reference.

               -  (d) Amendment No. 3, dated February 1, 1997, to the Remote
                  Access and Related Services Agreement, dated December 23,
                  1994, was filed as an Exhibit to Post-Effective Amendment No.
                  55 on August 26, 1998 and is hereby incorporated by reference.

               -  (e) Exhibit 1, effective as of August 4, 1997, to the Remote
                  Access and Related Services Agreement, dated December 23,
                  1994, was filed as an Exhibit to Post-Effective Amendment No.
                  55 on August 26, 1998 and is hereby incorporated by reference.

               -  (f) Preferred Registration Technology Escrow Agreement, dated
                  September 10, 1997, was filed as an Exhibit to Post-Effective
                  Amendment No. 55 on August 26, 1998 and is hereby incorporated
                  by reference.

               -  (g) Amendment No. 4, dated June 30, 1998, to the Remote Access
                  and Related Services Agreement, dated December 23, 1994, was
                  filed as an Exhibit to Post-Effective Amendment No. 56 on
                  December 30, 1998 and is hereby incorporated by reference.

               -  (h) Amendment No. 5, dated July 1, 1998, to the Remote Access
                  and Related Services Agreement, dated December 23, 1994, was
                  filed as an Exhibit to Post-Effective Amendment No. 56 on
                  December 30, 1998 and is hereby incorporated by reference.

        (3)    -  Form of Fund Accounting and Pricing Agent Agreement between
                  Registrant and INVESCO (NY), Inc. was filed as an Exhibit to
                  Post-Effective Amendment No. 55 on August 26, 1998.

        (4)    -  Fund Accounting and Pricing Agent Agreement between Registrant
                  and A I M Advisors, Inc. dated June 1, 1998, was filed as an
                  Exhibit to Post-Effective Amendment No. 57 on February 22,
                  1999.

        (5)    -  Master Accounting Services Agreement, dated July 1,1999,
                  between Registrant and A I M Advisors, Inc. is filed herewith
                  electronically.

        (6)    -  Memorandum of Agreement, dated March 1, 1999, between
                  Registrant and A I M Advisors, Inc. is filed herewith
                  electronically.



                                      C-5
<PAGE>   656


        (7)    -  Form of Memorandum of Agreement between Registrant and A I M
                  Advisors, Inc. is filed herewith electronically.

(i)     (1)    -  Opinion and Consent of Kirkpatrick & Lockhart LLP is filed
                  herewith electronically.

        (2)    -  Opinion and Consent of Delaware Counsel is filed
                  herewith electronically.

(j)     (1)    -  Consent of PricewaterhouseCoopers LLP is filed herewith
                  electronically.

(k)            -  Financial Statements - None.

(l)            -  Agreements Concerning Initial Capitalization - None.

(m)     (1)    -  Distribution Plan, effective as of September 8, 1998, adopted
                  pursuant to Rule 12b-1 with respect to Class A shares was
                  filed as an Exhibit to Post-Effective Amendment No. 56 on
                  December 30, 1998 and is hereby incorporated by reference.

        (2)    -  (a) Master Distribution Plan, dated March 1, 1999, pursuant to
                  Rule 12b-1 with respect to Class A and C shares is filed
                  herewith electronically.

               -  (b) Amendment No. 1, dated March 18, 1999, to Master
                  Distribution Plan, dated March 1, 1999, with respect to Class
                  A and C shares is filed herewith electronically.

               -  (c) Amendment No. 2, dated June 1, 1999, to Master
                  Distribution Plan, dated March 1, 1999, with respect to Class
                  A and C shares is filed herewith electronically.

        (3)    -  Amended and Restated Master Distribution Plan, effective as of
                  July 1, 1999, with respect to Class A and C shares is filed
                  herewith electronically.

        (4)    -  (a) Distribution Plan, effective as of September 8, 1998,
                  adopted pursuant to Rule 12b-1 with respect to Class B shares
                  was filed as an Exhibit to Post-Effective Amendment No. 56 on
                  December 30, 1998 and is hereby incorporated by reference.

               -  (b) Amendment No. 1, dated March 18, 1999, to Distribution
                  Plan, effective as of September 8, 1998, with respect to Class
                  B shares is filed herewith electronically.

               -  (c) Amendment No. 2, dated June 1, 1999, to Distribution Plan,
                  effective as of September 8, 1998, with respect to Class B
                  shares is filed herewith electronically.

        (5)    -  (a) Form of Shareholder Service Agreement to be used in
                  connection with Registrant's Master Distribution Plan was
                  filed as an Exhibit to Post-Effective Amendment No. 57 on
                  February 22, 1999 and is hereby incorporated by reference.

               -  (b) Form of Bank Shareholder Service Agreement to be used in
                  connection with Registrant's Master Distribution Plan was
                  filed as an Exhibit to Post-Effective Amendment No. 57 on
                  February 22, 1999 and is hereby incorporated by reference.

               -  (c) Form of Service Agreement for Bank Trust Department and
                  for Broker to be used in connection with Registrant's Master
                  Distribution Plan was filed as an Exhibit to Post-Effective
                  Amendment No. 57 on February 22, 1999 and is hereby
                  incorporated by reference.


                                      C-6
<PAGE>   657


               -  (d) Form of Agency Pricing Agreement to be used in connection
                  with Registrant's Master Distribution Plan was filed as an
                  Exhibit to Post-Effective Amendment No. 57 on February 22,
                  1999 and is hereby incorporated by reference.

(n)            -  Rule 18f-3 Multiple Class Plan was filed as an Exhibit to
                  Post-Effective Amendment No. 55 on August 26, 1998 and is
                  hereby incorporated by reference.

(o)     (1)    -  The A I M Management Group Code of Ethics, as amended August
                  17, 1999, relating to A I M Management Group Inc. and A I M
                  Advisors, Inc. is filed herewith electronically.


Item 24.       Persons Controlled by or Under Common Control with the Fund

         Provide a list or diagram of all persons directly or indirectly
controlled by or under common control with the Fund. For any person controlled
by another person, disclose the percentage of voting securities owned by the
immediately controlling person or other basis of that person's control. For each
company, also provide the state or other sovereign power under the laws of which
the company is organized.

         None.


Item 25.       Indemnification

         State the general effect of any contract, arrangements or statute under
which any director, officer, underwriter or affiliated person of the Fund is
insured or indemnified against any liability incurred in their official
capacity, other than insurance provided by any director, officer, affiliated
person, or underwriter for their own protection.

         Article VIII of the Registrant's Agreement and Declaration of Trust, as
         amended, provides for indemnification of certain persons acting on
         behalf of the Registrant. Article VIII, Section 8.1 provides that a
         Trustee, when acting in such capacity, shall not be personally liable
         to any person for any act, omission, or obligation of the Registrant or
         any Trustee; provided, however, that nothing contained in the
         Registrant's Agreement and Declaration of Trust or in the Delaware
         Business Trust Act shall protect any Trustee against any liability to
         the Registrant or the Shareholders to which he would otherwise be
         subject by reason of willful misfeasance, bad faith, gross negligence,
         or reckless disregard of the duties involved in the conduct of the
         office of Trustee.

         Article VIII, Section 3 of the Registrant's By-Laws, as amended, also
         provides that every person who is, or has been, a Trustee or Officer of
         the Registrant to the fullest extent permitted by the Delaware Business
         Trust Act, the Registrant's By-Laws and other applicable law.


         A I M Advisors, Inc. ("AIM"), the Registrant and other investment
         companies managed by AIM their respective officers, trustees, directors
         and employees (the "Insured Parties") are insured under a joint Mutual
         Fund and Investment Advisory Professional and Directors and Officers
         Liability Policy, issued by ICI Mutual Insurance Company, with a
         $35,000,000 limit of liability.


         Section 9 of the Investment Management and Administration Contract
         between the Registrant and AIM provides that AIM shall not be liable,
         and each series of the Registrant shall indemnify AIM 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
         any series of the Registrant or the Registrant in connection with the
         matters to which the Investment Management and Administration Contract
         relates except a loss resulting from willful misfeasance, bad faith or
         gross negligence on the part of AIM in the performance by AIM of its
         duties or from reckless


                                      C-7
<PAGE>   658

         disregard by AIM of its obligations and duties under the Investment
         Management and Administration Contract.

         Section 7 of the Sub-Advisory Contract between AIM and INVESCO (NY),
         Inc. and Section 7 of the Sub-Advisory Contract between AIM and INVESCO
         Asset Management Limited (collectively, the "Sub-Advisory Contracts")
         provide that the Sub-advisors shall not be liable for any costs or
         liabilities arising from any error of judgment or mistake of law or any
         loss suffered by any series of the Registrant or the Registrant in
         connection with the matters to which the Sub-Advisory Contracts relate
         except a loss resulting from willful misfeasance, bad faith or gross
         negligence on the part of the Sub-advisors in the performance by the
         Sub-advisors of their duties or from reckless disregard by the
         Sub-advisors of their obligations and duties under the Sub-Advisory
         Contracts.


Item 26.       Business and Other Connections of the Investment Advisor

         Describe any other business, profession, vocation or employment of a
substantial nature that each investment adviser, and each director, officer or
partner of the adviser, is or has been engaged within the last two fiscal years
for his or her own account or in the capacity of director, officer, employee,
partner, or trustee.


         See the material under the headings "Trustees and Executive Officers"
         and "Management" included in Part B (Statement of Additional
         Information) of this Post-Effective Amendment. Information as to the
         Directors and Officers of A I M Advisors, Inc., INVESCO (NY), Inc. and
         INVESCO Asset Management Limited is included in Schedule A and Schedule
         D of Part I of each entity's Form ADV (File No. 801-12313, File No.
         801-10254 and File No. 8-50197, respectively), filed with the
         Securities and Exchange Commission, which are incorporated herein by
         reference thereto.


Item 27.       Principal Underwriters


         (a)      A I M Distributors, Inc., the Registrant's principal
                  underwriter, also acts as a principal underwriter to the
                  following investment companies:


                  AIM Advisor Funds, Inc.
                  AIM Equity Funds, Inc. (Retail Classes)
                  AIM Funds Group
                  AIM Growth Series
                  AIM International Funds, Inc.
                  AIM Investment Securities Funds (Retail Classes)
                  AIM Series Trust
                  AIM Special Opportunities Funds
                  AIM Summit Fund, Inc.
                  AIM Tax-Exempt Funds, Inc.
                  AIM Variable Insurance Funds, Inc.
                  GT Global Floating Rate Fund, Inc. (d/b/a AIM Floating Rate
                    Fund)

        (b)


<TABLE>
<CAPTION>
Name and Principal         Position and Offices                                 Position and Offices
Business Address*          with Underwriter                                     with Fund
- ------------------         --------------------                                 --------------------
<S>                        <C>                                                  <C>
Charles T. Bauer           Chairman of the Board of Directors                   None

Michael J. Cemo            President & Director                                 None

Gary T. Crum               Director                                             Vice President

Robert H. Graham           Senior Vice President & Director                     Chairman & President
</TABLE>


- --------------------
*        11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173


                                      C-8
<PAGE>   659

<TABLE>
<CAPTION>
Name and Principal         Position and Offices                                 Position and Offices
Business Address*          with Underwriter                                     with Fund
- ------------------         --------------------                                 --------------------
<S>                        <C>                                                  <C>
William G. Littlepage      Senior Vice President & Director                     None

James L. Salners           Executive Vice President                             None

John Caldwell              Senior Vice President                                None

Marilyn M. Miller          Senior Vice President                                None

Gordon J. Sprague          Senior Vice President                                None

Michael C. Vessels         Senior Vice President                                None

Gene L. Needles            Senior Vice President                                None

B.J. Thompson              First Vice President                                 None

James R. Anderson          Vice President                                       None

Mary K. Coleman            Vice President                                       None

Mary A. Corcoran           Vice President                                       None

Melville B. Cox            Vice President & Chief                               Vice President
                           Compliance Officer

Glenda A. Dayton           Vice President                                       None

Sidney M. Dilgren          Vice President                                       None

Tony D. Green              Vice President                                       None

Dawn M. Hawley             Vice President & Treasurer                           None

Ofelia M. Mayo             Vice President, General Counsel                      Assistant Secretary
                           & Assistant Secretary

Charles H. McLaughlin      Vice President                                       None

Ivy B. McLemore            Vice President                                       None

Terri L. Ransdell          Vice President                                       None

Carol F. Relihan           Vice President                                       Vice President

Kamala C. Sachidanandan    Vice President                                       None

Frank V. Serebrin          Vice President                                       None

Christopher T. Simutis     Vice President                                       None

Gary K. Wendler            Vice President                                       None
</TABLE>


- --------------------
*        11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173


                                      C-9
<PAGE>   660


<TABLE>
<CAPTION>
Name and Principal         Position and Offices                                 Position and Offices
Business Address*          with Underwriter                                     with Fund
- ------------------         --------------------                                 --------------------
<S>                        <C>                                                  <C>
Normal W. Woodson          Vice President                                       None

David E. Hessel            Assistant Vice President,                            None
                           Assistant Treasurer
                           & Controller

Kathleen J. Pflueger       Secretary                                            Assistant Secretary

Luke P. Beausoleil         Assistant Vice President                             None

Sheila R. Brown            Assistant Vice President                             None

Scott E. Burman            Assistant Vice President                             None

Tisha B. Christopher       Assistant Vice President                             None

Mary E. Gentempo           Assistant Vice President                             None

Simon R. Hoyle             Assistant Vice President                             None

Kathryn A. Jordan          Assistant Vice President                             None

Kim T. McAuliffe           Assistant Vice President                             None

David B. O'Neil            Assistant Vice President                             None

Rebecca Starling-Klatt     Assistant Vice President                             None

Nicholas D. White          Assistant Vice President                             None

Nancy L. Martin            Assistant General Counsel                            Assistant Secretary
                           & Assistant Secretary

Samuel D. Sirko            Assistant General Counsel                            Vice President
                           & Assistant Secretary                                and Secretary

P. Michelle Grace          Assistant Secretary                                  None

Lisa A. Moss               Assistant Secretary                                  None

Stephen I. Winer           Assistant Secretary                                  None

</TABLE>


- --------------------
*        11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173

            (c)      -        Not Applicable

Item 28. Location of Accounts and Records

         State the name and address of each person maintaining physical
possessions of each account, book, or other document required to be maintained
by section 31(a) [15 U.S.C. 80a-30(a)] and the rules under that section.


                                      C-10

<PAGE>   661

         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 advisor A I M
         Advisors, Inc., 11 Greenway Plaza, Suite 100, Houston, Texas 77046, and
         its custodian, State Street Bank and Trust Company, 225 Franklin
         Street, Boston, MA 02110.

         Records covering shareholder accounts and portfolio transactions are
         also maintained and kept by the Registrant"s Transfer Agent, A I M Fund
         Services, Inc., 11 Greenway Plaza, Suite 100, Houston, Texas 77046, and
         by the Registrant"s custodian, State Street Bank and Trust Company, 225
         Franklin Street, Boston, MA 02110.

Item 29. Management Services

         Provide a summary of the substantive provisions of any
management-related service contract not discussed in Part A or B, disclosing the
parties to the contract and the total amount paid and by whom for the Fund"s
last three fiscal years.

         None.


Item 30. Undertakings

         None.


                                      C-11
<PAGE>   662


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment
to its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Houston, Texas on the 25th day of
February, 2000.

                                       REGISTRANT:    AIM INVESTMENT FUNDS


                                       By: /s/ ROBERT H. GRAHAM
                                          -----------------------------------
                                           Robert H. Graham, President

      Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:

<TABLE>
<CAPTION>

         SIGNATURES                       TITLE                 DATE
         ----------                       -----                 ----

<S>                           <C>                             <C>
   /s/ ROBERT H. GRAHAM        Chairman, Trustee & President  February 25, 2000
  ------------------------     (Principal Executive Officer)
       Robert H. Graham


   /s/ C. DEREK ANDERSON               Trustee                February 25, 2000
  ------------------------
       C. Derek Anderson


   /s/ FRANK S. BAYLEY                 Trustee                February 25, 2000
  ------------------------
       Frank S. Bayley


   /s/ RUTH H. QUIGLEY                 Trustee                February 25, 2000
  ------------------------
       Ruth H. Quigley


   /s/ DANA R. SUTTON         Vice President & Treasurer      February 25, 2000
  ------------------------    (Principal Financial and
       Dana R. Sutton          Accounting Officer)
</TABLE>
<PAGE>   663


                                   SIGNATURES

      Emerging Markets Debt Portfolio has duly caused this Post-Effective
Amendment of AIM Investment Funds to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston and the State of Texas on the
25th day of February, 2000.

                                       EMERGING MARKETS DEBT PORTFOLIO


                                       By: /s/ ROBERT H. GRAHAM
                                          ------------------------------------
                                           Robert H. Graham, President

      This Post-Effective Amendment to the Registration Statement of AIM
Investment Funds has been signed below by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>

         SIGNATURES                       TITLE                 DATE
         ----------                       -----                 ----

<S>                           <C>                             <C>
   /s/ ROBERT H. GRAHAM       Chairman, Trustee & President   February 25, 2000
  -----------------------     Principal Executive Officer)
      Robert H. Graham


   /s/ C. DEREK ANDERSON               Trustee                February 25, 2000
  ------------------------
       C. Derek Anderson


   /s/ FRANK S. BAYLEY                 Trustee                February 25, 2000
  ------------------------
       Frank S. Bayley


   /s/ RUTH H. QUIGLEY                 Trustee                February 25, 2000
  ------------------------
       Ruth H. Quigley


   /s/ DANA R. SUTTON         Vice President & Treasurer      February 25, 2000
  ------------------------    (Principal Financial and
       Dana R. Sutton          Accounting Officer)
</TABLE>
<PAGE>   664
                                   SIGNATURES

      Global Investment Portfolio has duly caused this Post-Effective Amendment
of AIM Investment Funds to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston and the State of Texas on the 25th day
of February, 2000.

                                       GLOBAL INVESTMENT PORTFOLIO


                                       By: /s/ ROBERT H. GRAHAM
                                          ---------------------------
                                          Robert H. Graham, President

      This Post-Effective Amendment to the Registration Statement of AIM
Investment Funds has been signed below by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>

         SIGNATURES                       TITLE                 DATE
         ----------                       -----                 ----

<S>                           <C>                            <C>
    /s/ ROBERT H. GRAHAM      Chairman, Trustee & President   February 25, 2000
  ------------------------    (Principal Executive Officer)
        Robert H. Graham


    /s/ C. DEREK ANDERSON              Trustee                February 25, 2000
  ------------------------
        C. Derek Anderson


    /s/ FRANK S. BAYLEY                Trustee                February 25, 2000
  ------------------------
        Frank S. Bayley


   /s/ RUTH H. QUIGLEY                 Trustee                February 25, 2000
  ------------------------
       Ruth H. Quigley


   /s/ DANA R. SUTTON         Vice President & Treasurer      February 25, 2000
  ------------------------    (Principal Financial and
       Dana R. Sutton          Accounting Officer)
</TABLE>




<PAGE>   665
                                INDEX TO EXHIBITS
                              AIM INVESTMENT FUNDS


<TABLE>
<CAPTION>
Exhibit Number
- --------------
<S>            <C>
(a)(1)(d)      Third Amendment to Agreement and Declaration of Trust of
               Registrant, dated February 4, 1999

(a)(1)(e)      Fourth Amendment to Agreement and Declaration of Trust of
               Registrant, dated February 16, 1999

(b)(2)(a)      Amended and Restated By-Laws of Registrant, adopted effective May
               7, 1998, amended December 10, 1998

(b)(2)(b)      First Amendment to Amended and Restated By-Laws of Registrant,
               dated June 15, 1999

(d)(3)         Amended and Restated Investment Management and Administration
               Contract, dated June 1, 1999, between Registrant and A I M
               Advisors, Inc.

(d)(12)        Amended and Restated Investment Management and Administration
               Contract, dated September 8, 1998, between Emerging Markets Debt
               Portfolio and A I M Advisors, Inc.

(d)(15)        Sub-Advisory Contract, dated December 14, 1998, between A I M
               Advisors, Inc. and INVESCO (NY), Inc. with respect to
               Registrant's AIM Strategic Income Fund

(d)(16)        Amended and Restated Sub-Advisory Contract, dated February 12,
               1999, between A I M Advisors, Inc. and INVESCO Asset Management
               Limited with respect to Registrant

(d)(17)        Sub-Advisory Contract, dated December 14, 1998, between A I M
               Advisors, Inc. and INVESCO Asset Management Limited with respect
               to Emerging Markets Debt Portfolio

(e)(3)(a)      Master Distribution Agreement, dated March 1, 1999, between
               Registrant and A I M Distributors, Inc. with respect to Class A
               and C shares.

(e)(3)(b)      Amendment No. 1, dated March 1, 1999, to Master Distribution
               Agreement, dated March 1, 1999, between Registrant and A I M
               Distributors, Inc. with respect to Class A and C shares

(e)(5)(b)      Amendment No. 1, dated March 18, 1999, to the Distribution
               Agreement, dated September 8, 1998, between Registrant and A I M
               Distributors Inc. with respect to Class B shares

(e)(5)(c)      Amendment No. 2, dated June 1, 1999, to the Distribution
               Agreement, dated September 8, 1998, between Registrant and A I M
               Distributors, Inc. with respect to Class B shares

(h)(1)(b)      Amendment No. 1, dated March 1, 1999, to Transfer Agency and
               Services Agreement, dated September 8, 1998, between Registrant
               and A I M Fund Services, Inc.

(h)(1)(c)      Amendment No. 2, dated July 1, 1999, to Transfer Agency and
               Services Agreement, dated September 8, 1998, between Registrant
               and A I M Fund Services, Inc.

(h)(1)(d)      Amendment No. 3, dated July 1, 1999, to Transfer Agency and
               Services Agreement, dated September 8, 1998, between Registrant
               and A I M Fund Services, Inc.

(h)(1)(e)      Amendment No. 4, dated February 11, 2000, to Transfer Agency and
               Services Agreement, dated September 8, 1998, between Registrant
               and A I M Fund Services, Inc.

(h)(5)         Master Accounting Services Agreement, dated July 1, 1999, between
               Registrant and A I M Advisors, Inc.
</TABLE>


<PAGE>   666
<TABLE>
<S>            <C>
(h)(6)         Memorandum of Agreement, dated March 1,1999, between Registrant
               and A I M Advisors, Inc.

(h)(7)         Amended and Restated Memorandum of Agreement, dated
               February 4, 2000, between Registrant and A I M Advisors, Inc.

(i)(1)         Opinion and Consent of Kirkpatrick & Lockhart LLP

(i)(2)         Opinion and Consent of Delaware Counsel

(j)(1)         Consent of PricewaterhouseCoopers LLP

(m)(2)(a)      Master Distribution Plan, dated March 1, 1999, pursuant to Rule
               12b-1, with respect to Class A and C shares

(m)(2)(b)      Amendment No. 1, dated March 18, 1999, to Master Distribution
               Plan, dated March 1, 1999, with respect to Class A and C shares

(m)(2)(c)      Amendment No. 2, dated June 1, 1999, to Master Distribution Plan,
               dated March 1, 1999, to Master Distribution Plan, dated March 1,
               1999, with respect to Class A and C shares

(m)(3)         Amended and Restated Master Distribution Plan, effective as of
               July 1,1999, with respect to Class A and C shares

(m)(4)(b)      Amendment No. 1, dated March 18, 1999, to Distribution Plan,
               effective as of September 8, 1998, with respect to Class B shares

(m)(4)(c)      Amendment No. 2, dated June 1, 1999, to Distribution Plan,
               effective as of September 8, 1998, with respect to Class B shares

(o)(1)         The A I M Management Group Code of Ethics, as amended August 17,
               1999, relating to A I M Management Group Inc. and A I M Advisors,
               Inc.
</TABLE>


<PAGE>   1
                                                               EXHIBIT (a)(1)(d)


                                 THIRD AMENDMENT
                                       TO
                       AGREEMENT AND DECLARATION OF TRUST
                                       OF
                              AIM INVESTMENT FUNDS


         THIS THIRD AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST OF AIM
INVESTMENT FUNDS (the "Amendment") is entered into as of the 4th day of
February, 1999, among C. Derek Anderson, Frank S. Bayley, Robert H. Graham,
Arthur C. Patterson and Ruth H. Quigley, as Trustees, and each person who became
or becomes a Shareholder in accordance with the terms set forth in that certain
Agreement and Declaration of Trust of AIM Investment Funds, a Delaware business
trust (the "Trust"), entered into as of May 7, 1998, as amended (the
"Agreement").

         WHEREAS, Sections 2.3 and 9.7 of the Agreement empower the Trustees
without shareholder action to amend the Agreement in order to change the
designations of the Trust's Portfolios; and

         WHEREAS, at a meeting duly called and held on the 4th day of February,
1999, the trustees resolved to amend the Agreement, effective June 1, 1999, in
order to change the name of AIM Global Telecommunications Fund.

         NOW, THEREFORE, the Trustees hereby amend the Agreement as follows:

         1. Capitalized terms not specifically defined in this Amendment shall
have the meanings ascribed to them in the Agreement.

         2. Effective June 1, 1999, Schedule A of the Agreement shall be deleted
in its entirety and the following new Schedule A shall be substituted in lieu
thereof in order to change the name of AIM Global Telecommunications Fund:


                                      -1-
<PAGE>   2
                                   "SCHEDULE A

         AIM Investment Funds shall be divided into the following Portfolios and
Classes:

                  Class A, Class B, Class C and Advisor Class

                           AIM Developing Markets Fund
                           AIM Global Growth & Income Fund
                           AIM Latin American Growth Fund
                           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 and Technology Fund
                           AIM Global Government Income Fund
                           AIM Emerging Markets Debt Fund
                           AIM Strategic Income Fund


                  Class A, Class B and Advisor Class

                           AIM Emerging Markets Fund


Approved: February 4, 1999
Effective: June 1, 1999"


         3. Except for the above change in Schedule A to the Agreement, the
Agreement as shall in all other respects remain in full force and effect.

         4. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same Amendment.




                                      -2-
<PAGE>   3
                  IN WITNESS WHEREOF, the undersigned, being all of the Trustees
of the Trust, have executed this Amendment to Agreement and Declaration of Trust
of AIM Investment Funds as of the day and year first above written.


/s/ C. DEREK ANDERSON                   /s/ FRANK S. BAYLEY
- ---------------------------------       ----------------------------------------
C. Derek Anderson, Trustee              Frank S. Bayley, Trustee


/s/ ROBERT H. GRAHAM                    /s/ ARTHUR C. PATTERSON
- ---------------------------------       ----------------------------------------
Robert H. Graham, Trustee               Arthur C. Patterson, Trustee


/s/ RUTH H. QUIGLEY
- ---------------------------------
Ruth H. Quigley, Trustee


                         [THIS IS THE SIGNATURE PAGE FOR
            THE THIRD AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST
                            OF AIM INVESTMENT FUNDS]

<PAGE>   1
                                                               EXHIBIT (a)(1)(e)

                                FOURTH AMENDMENT
                                       TO
                       AGREEMENT AND DECLARATION OF TRUST
                                       OF
                              AIM INVESTMENT FUNDS


     THIS FOURTH AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST OF AIM
INVESTMENT FUNDS (the "Amendment") is entered into as of the 16th day of
February, 1999, among C. Derek Anderson, Frank S. Bayley, Robert H. Graham,
Arthur C. Patterson and Ruth H. Quigley, as Trustees, and each person who became
or becomes a Shareholder in accordance with the terms set forth in that certain
Agreement and Declaration of Trust of AIM Investment Funds, a Delaware business
trust (the "Trust"), entered into as of May 7, 1998, as amended (the
"Agreement").

     WHEREAS, the Trustees of the Trust and the Shareholders of AIM Emerging
Markets Fund have approved the Plan of Reorganization and Termination, dated as
of November 30, 1998, adopted by the Trust on behalf of AIM Emerging Markets
Fund and AIM Developing Markets Fund, pursuant to which AIM Emerging Markets
Fund would be reorganized into AIM Developing Markets Fund (the
"Reorganization"); and

     WHEREAS, the Reorganization was consummated as of the close of business on
February 12, 1999; and

     WHEREAS, the Trustees of the Trust have directed that promptly following
the Reorganization, the Trust shall terminate AIM Emerging Markets Fund in
accordance with Delaware law;

     NOW, THEREFORE, the Trustees hereby amend the Agreement as herein set forth
below:

     1.    Capitalized terms not specifically defined in this Amendment shall
have the meanings ascribed to them in the Agreement.

     2.    Schedule A of the Agreement shall be deleted in its entirety and the
following new Schedule A shall be substituted in lieu thereof:


                                       1
<PAGE>   2




                                   "SCHEDULE A

         AIM Investment Funds shall be divided into the following Portfolios and
Classes:

                  Class A, Class B, Class C and Advisor Class

                           AIM Developing Markets Fund
                           AIM Global Growth & Income Fund
                           AIM Latin American Growth Fund
                           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
                           AIM Global Government Income Fund
                           AIM Emerging Markets Debt Fund
                           AIM Strategic Income Fund


As previously provided in the Third Amendment to Agreement and Declaration of
Trust of AIM Investment Funds, dated as of February 4, 1999, the name of AIM
Global Telecommunications Fund shall be changed, effective June 1, 1999, to 'AIM
Global Telecommunications and Technology Fund.'


Date: February 16, 1999"


     3.    With the exception of the amendment to Schedule A of the Agreement
as set forth in paragraph 2 of this Amendment, the Agreement, as amended, shall
in all other respects remain in full force and effect.

     4.    This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same Amendment.




                                       2
<PAGE>   3



                  IN WITNESS WHEREOF, the undersigned, being all of the Trustees
of the Trust, have executed this Amendment to Agreement and Declaration of Trust
of AIM Investment Funds as of the day and year first above written.


/s/ C. DEREK ANDERSON                              /s/ FRANK S. BAYLEY
- --------------------------                         -----------------------------
C. Derek Anderson, Trustee                         Frank S. Bayley, Trustee

/s/ ROBERT H. GRAHAM                               /s/ ARTHUR C. PATTERSON
- --------------------------                         -----------------------------
Robert H. Graham, Trustee                          Arthur C. Patterson, Trustee

/s/ RUTH H. QUIGLEY
- --------------------------
Ruth H. Quigley, Trustee




                         [THIS IS THE SIGNATURE PAGE FOR
           THE FOURTH AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST
                            OF AIM INVESTMENT FUNDS]


<PAGE>   1
                                                               EXHIBIT (b)(2)(a)

                          AMENDED AND RESTATED BYLAWS

                                       OF

                             AIM INVESTMENT FUNDS,
                           A DELAWARE BUSINESS TRUST

                         ADOPTED EFFECTIVE MAY 7, 1998

                      AMENDED EFFECTIVE DECEMBER 10, 1998

<PAGE>   2


                               TABLE OF CONTENTS

ARTICLE I OFFICES...........................................................1
   Section 1.  Registered Office............................................1
   Section 2.  Other Offices................................................1

ARTICLE II TRUSTEES.........................................................1
   Section 1.  Number.......................................................1
   Section 2.  Term.........................................................1
   Section 3.  Vacancy......................................................2
   Section 4.  Delegation of Power..........................................2
   Section 5.  Inability to Serve Full Term.................................2
   Section 6.  Powers.......................................................2
   Section 7.  Meetings of the Trustees.....................................2
   Section 8.  Regular Meetings.............................................3
   Section 9.  Quorum.......................................................3
   Section 10.  Action Without Meeting......................................3
   Section 11.  Designation, Powers, and Name of Committees.................3
   Section 12.  Minutes of Committee........................................3
   Section 13.  Compensation of Trustees....................................4

ARTICLE III OFFICERS........................................................4
   Section 1.  Executive Officers...........................................4
   Section 2.  Term of Office...............................................4
   Section 3.  President....................................................4
   Section 4.  Chairman of the Board........................................4
   Section 5.  Other Officers...............................................5
   Section 6.  Secretary....................................................5
   Section 7.  Treasurer....................................................5
   Section 8.  Surety Bond..................................................5

ARTICLE IV MEETINGS OF SHAREHOLDERS.........................................5
   Section 1.  Purpose......................................................5
   Section 2.  Nominations of Trustees......................................6
   Section 3.  Election of Trustees.........................................6
   Section 4.  Notice of Meetings...........................................6
   Section 5.  Special Meetings.............................................6
   Section 6.  Notice of Special Meeting....................................6
   Section 7.  Conduct of Special Meeting...................................6
   Section 8.  Quorum.......................................................7
   Section 9.  Organization of Meetings.....................................7
   Section 10.  Voting Standard.............................................7
   Section 11.  Voting Procedure............................................7
   Section 12.  Action Without Meeting......................................8


                                       i

<PAGE>   3

ARTICLE V NOTICES...........................................................8
   Section 1.  Methods of Giving Notice.....................................8
   Section 2.  Written Waiver...............................................8

ARTICLE VI CERTIFICATES OF SHARES...........................................8
   Section 1.  Issuance.....................................................8
   Section 2.  Countersignature.............................................9
   Section 3.  Lost Certificates............................................9
   Section 4.  Transfer of Shares...........................................9
   Section 5.  Fixing Record Date...........................................9
   Section 6.  Registered Shareholders......................................9

ARTICLE VII GENERAL PROVISIONS.............................................10
   Section 1.  Dividends and Distributions.................................10
   Section 2.  Redemptions.................................................10
   Section 3.  Indemnification.............................................10
   Section 4.  Advance Payments of Indemnifiable Expenses..................10
   Section 5.  Seal........................................................11
   Section 6.  Severability................................................11
   Section 7.  Headings....................................................11

ARTICLE VIII AMENDMENTS....................................................11
   Section 1.  Amendments..................................................11


                                    ii

<PAGE>   4

                          AMENDED AND RESTATED BYLAWS

                                       OF

                             AIM INVESTMENT FUNDS,
                           A DELAWARE BUSINESS TRUST

               Capitalized terms not specifically defined herein
            shall have the meanings ascribed to them in the Trust's
               Agreement and Declaration of Trust ("Agreement").


                                   ARTICLE I

                                    OFFICES

         Section 1. Registered  Office. The registered office of AIM Investment
Funds (the "Trust") shall be in the County of New Castle, State of Delaware.

         Section 2. Other Offices. The Trust may also have offices at such
other places both within and without the State of Delaware as the Trustees may
from time to time determine or the business of the Trust may require.

                                  ARTICLE II

                                    TRUSTEES

         Section 1. Number. The number of Trustees shall initially be five, and
thereafter shall be such number as shall be fixed from time to time by
resolution of the Board of Trustees; provided, however, that the number of
Trustees shall in no event be less than two nor more than twelve.

         Section 2. Term. The Trustees shall hold office during the lifetime of
the Trust, except (a) that any Trustee may resign his trusteeship or may retire
by written instrument signed by him and delivered to the other Trustees, which
shall take effect upon such delivery or upon such later date as is specified
therein; (b) that any Trustee may be removed at any time by written instrument,
signed by at least two-thirds of the number of Trustees prior to such removal,
specifying the date when such removal shall become effective; (c) that any
Trustee who has died, become physically or mentally incapacitated by reason of
disease or otherwise, or is otherwise unable to serve, may be retired by
written instrument signed by a majority of the other Trustees, specifying the
date of his retirement; and (d) that a Trustee may be removed at any meeting of
the shareholders of the Trust.

         Section 3. Vacancy. In case of the declination to serve, death,
resignation, retirement or removal of a Trustee, or a Trustee is otherwise
unable to serve, or an increase in the number of Trustees, a vacancy shall
occur. Whenever a vacancy in the Trustees shall occur, until such vacancy is
filled, the other Trustees shall have all the powers hereunder and the
certification of

<PAGE>   5

the other Trustees of such vacancy shall be conclusive. In the case of an
existing vacancy, the remaining Trustees may fill such vacancy by appointing
such other person as they in their discretion shall see fit, or may leave such
vacancy unfilled or may reduce the number of Trustees to not less than two
Trustees. Such appointment shall be evidenced by a written instrument signed by
a majority of the Trustees in office or by resolution of the Trustees, duly
adopted, which shall be recorded in the minutes of a meeting of the Trustees,
whereupon the appointment shall take effect.

         An appointment of a Trustee may be made by the Trustees then in office
in anticipation of a vacancy to occur by reason of retirement, resignation or
increase in number of Trustees effective at a later date, provided that said
appointment shall become effective only at or after the effective date of said
retirement, resignation or increase in number of Trustees. As soon as any
Trustee appointed pursuant to Sections 2 and 3 of Article II of these Amended
and Restated Bylaws, or elected pursuant to Section 3 of Article IV, and the
Agreement shall have accepted this appointment in writing and agreed in writing
to be bound by the terms of the Trust Agreement, the Trust estate shall vest in
the new Trustee or Trustees, together with the continuing Trustees, without any
further act or conveyance, and he shall be deemed a Trustee hereunder.

         Section 4. Delegation of Power. Any Trustee may, by power of attorney,
delegate his power for a period not exceeding six months at any one time to any
other Trustee or Trustees, provided that in no case shall less than two
Trustees personally exercise the other powers hereunder except as herein
otherwise expressly provided.

         Section 5. Inability to Serve Full Term. The declination to serve,
death, resignation, retirement, removal, incapacity, or inability of the
Trustees, or any one of them, shall not operate to terminate the Trust or to
revoke any existing agency created pursuant to the terms of the Agreement.

         Section 6. Powers. The Trustees shall have exclusive and absolute
control over the trust property and over the business of the Trust to the same
extent as if the Trustees were the sole owners of the trust property and
business in their own right, but with such powers of delegation as may be
permitted by the Agreement. The Trustees shall have power to conduct the
business of the Trust and carry on its operations in any and all of its
branches and maintain offices both within and without the State of Delaware, in
any and all states of the United States of America, in the District of
Columbia, in any and all commonwealths, territories, dependencies, colonies, or
possessions of the United States of America, and in any foreign jurisdiction
and to do all such other things and execute all such instruments as they deem
necessary, proper or desirable in order to promote the interests of the Trust
although such things are not herein specifically mentioned. Any determination
as to what is in the interests of the Trust made by the Trustees in good faith
shall be conclusive. In construing the provisions of these Amended and Restated
Bylaws and the Agreement, the presumption shall be in favor of a grant of power
to the Trustees.

         Section 7. Meetings of the Trustees. The Trustees of the Trust may
hold meetings, both regular and special, either within or without the State of
Delaware.


                                       2

<PAGE>   6

         Section 8. Regular Meetings. Regular meetings of the Board of Trustees
shall be held each year, at such time and place as the Board of Trustees may
determine.

         Section 9. Notice of Meetings. Notice of the time, date, and place of
all meetings of the Trustees shall be given to each Trustee by telephone,
facsimile, electronic-mail, or other electronic mechanism sent to his or her
home or business address at least twenty-four hours in advance of the meeting
or in person at another meeting of the Trustees or by written notice mailed to
his or her home or business address at least seventy-two hours in advance of
the meeting.

         Section 10. Quorum. At all meetings of the Trustees, a majority of the
Trustees then in office (but in no event less than two Trustees) shall
constitute a quorum for the transaction of business and the act of a majority
of the Trustees present at any meeting at which there is a quorum shall be the
act of the Board of Trustees, except as may be otherwise specifically provided
by applicable law or by the Agreement or these Amended and Restated Bylaws. If
a quorum shall not be present at any meeting of the Board of Trustees, the
Trustees present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         Section 11. Action Without Meeting. Unless otherwise restricted by the
Agreement or these Amended and Restated Bylaws, any action required or
permitted to be taken at any meeting of the Board of Trustees or of any
committee thereof may be taken without a meeting by unanimous written consent
of the Trustees or committee members (or by written consent of a majority of
the Trustees if the President of the Trust determines that such exceptional
circumstances exist, and are of such urgency, as to make unanimous written
consent impossible or impractical, which determination shall be conclusive and
binding on all Trustees and not otherwise subject to challenge) and the writing
or writings are filed with the minutes of proceedings of the board or
committee.

         Section 12. Designation, Powers, and Name of Committees. The Board of
Trustees may, by resolution passed by a majority of the whole Board, designate
one or more committees, each committee to consist of two or more of the
Trustees of the Trust. The Board may designate one or more Trustee as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of such committee. Each committee, to the extent provided in the
resolution, shall have and may exercise the powers of the Board of Trustees in
the management of the business and affairs of the Trust; provided, however,
that in the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such members constitute a quorum, may
unanimously appoint another member of the Board of Trustees to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Trustees.

         Section 13. Minutes of Committee. Each committee shall keep regular
minutes of its meetings and report the same to the Board of Trustees when
required.


                                       3

<PAGE>   7

         Section 14. Compensation of Trustees. The Trustees as such shall be
entitled to reasonable compensation for their services as determined from time
to time by the Board of Trustees. Nothing herein shall in any way prevent the
employment of any Trustee for advisory, management, administrative, legal,
accounting, investment banking, underwriting, brokerage, or investment dealer
or other services and the payment for the same by the Trust.

                                  ARTICLE III

                                    OFFICERS

         Section 1. Executive Officers. The initial executive officers of the
Trust shall be elected by the Board of Trustees as soon as practicable after
the organization of the Trust. The executive officers may include a Chairman of
the Board, and shall include a President, one or more Vice Presidents (the
number thereof to be determined by the Board of Trustees), a Secretary and a
Treasurer. The Chairman of the Board, if any, shall be selected from among the
Trustees. The Board of Trustees may also in its discretion appoint Assistant
Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other
officers, agents and employees, who shall have such authority and perform such
duties as the Board may determine. The Board of Trustees may fill any vacancy
which may occur in any office. Any two offices, except for those of President
and Vice President, may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument on behalf of the Trust in more
than one capacity, if such instrument is required by law or by these Amended
and Restated Bylaws to be executed, acknowledged or verified by two or more
officers.

         Section 2. Term of Office. Unless otherwise specifically determined by
the Board of Trustees, the officers shall serve at the pleasure of the Board of
Trustees. If the Board of Trustees in its judgment finds that the best
interests of the Trust will be served, the Board of Trustees may remove any
officer of the Trust at any time with or without cause. The Trustees may
delegate this power to the President with respect to any other officer. Such
removal shall be without prejudice to the contract rights, if any, of the
person so removed. Any officer may resign from office at any time by delivering
a written resignation to the Trustees or the President. Unless otherwise
specified therein, such resignation shall take effect upon delivery.

         Section 3. President. The President shall be the chief executive
officer of the Trust and, subject to the Board of Trustees, shall generally
manage the business and affairs of the Trust. If there is no Chairman of the
Board, or if the Chairman of the Board has been appointed but is absent, the
President shall, if present, preside at all meetings of the shareholders and
the Board of Trustees.

         Section 4. Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of the shareholders and the Board of Trustees, if
the Chairman of the Board is present. The Chairman of the Board shall have such
other powers and duties as shall be determined by the Board of Trustees, and
shall undertake such other assignments as may be requested by the President.


                                       4

<PAGE>   8

         Section 5. Other Officers. The Chairman of the Board or one or more
Vice Presidents shall have and exercise such powers and duties of the President
in the absence or inability to act of the President, as may be assigned to
them, respectively, by the Board of Trustees or, to the extent not so assigned,
by the President. In the absence or inability to act of the President, the
powers and duties of the President not otherwise assigned by the Board of
Trustees or the President shall devolve upon the Chairman of the Board, or in
the Chairman's absence, the Vice Presidents in the order of their election.

         Section 6. Secretary. The Secretary shall (a) have custody of the seal
of the Trust; (b) attend meetings of the shareholders, the Board of Trustees,
and any committees of Trustees and keep the minutes of such meetings of
shareholders, Board of Trustees and any committees thereof; and (c) issue all
notices of the Trust. The Secretary shall have charge of the shareholder
records and such other books and papers as the Board may direct, and shall
perform such other duties as may be incidental to the office or which are
assigned by the Board of Trustees. The Secretary shall also keep or cause to be
kept a shareholder book, which may be maintained by means of computer systems,
containing the names, alphabetically arranged, of all persons who are
shareholders of the Trust, showing their places of residence, the number and
class or series of any class of shares of beneficial interest held by them,
respectively, and the dates when they became the record owners thereof, and
such book shall be open for inspection as prescribed by the laws of the State
of Delaware.

         Section 7. Treasurer. The Treasurer shall have the care and custody of
the funds and securities of the Trust and shall deposit the same in the name of
the Trust in such bank or banks or other depositories, subject to withdrawal in
such manner as these Amended and Restated Bylaws or the Board of Trustees may
determine. The Treasurer shall, if required by the Board of Trustees, give such
bond for the faithful discharge of duties in such form as the Board of Trustees
may require.

         Section 8. Surety Bond. The Trustees may require any officer or agent
of the Trust to execute a bond (including, without limitation, any bond
required by the Investment Company Act of 1940, as amended ("1940 Act") and the
rules and regulations of the Securities and Exchange Commission ("Commission")
to the Trust in such sum and with such surety or sureties as the Trustees may
determine, conditioned upon the faithful performance of his or her duties to
the Trust, including responsibility for negligence and for the accounting of
any of the Trust's property, funds, or securities that may come into his or her
hands.

                                  ARTICLE IV

                            MEETINGS OF SHAREHOLDERS

         Section 1. Purpose. All meetings of the shareholders for the election
of Trustees shall be held at such place as may be fixed from time to time by
the Trustees, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the Trustees and stated in
the notice indicating that a meeting has been called for such purpose. Meetings
of shareholders may be held for any purpose determined by the Trustees and may
be held at such time and place, within or without the State of Delaware as
shall be stated in the notice of the


                                       5

<PAGE>   9

meeting or in a duly executed waiver of notice thereof. At all meetings of the
shareholders, every shareholder of record entitled to vote thereat shall be
entitled to vote either in person or by proxy, which term shall include proxies
provided through written, electronic, telephonic, computerized, facsimile,
telecommunications, telex or oral communication or by any other form of
communication, each pursuant to such voting procedures and through such systems
as are authorized by the Trustees or one or more executive officers of the
Trust. Unless a proxy provides otherwise, such proxy is not valid more than
eleven months after its date. A proxy with respect to shares held in the name
of two or more persons shall be valid if executed by any one of them unless at
or prior to exercise of the proxy the Trust receives a specific written notice
to the contrary from any one of them. A proxy purporting to be executed by or
on behalf of a shareholder shall be deemed valid unless challenged at or prior
to its exercise and the burden of proving invalidity shall rest on the
challenger.

         Section 2. Nominations of Trustees. Nominations of individuals for
election to the Board of Trustees shall be made by the Board of Trustees or a
nominating committee of the Board of Trustees, if one has been established (the
"Nominating Committee"). Any shareholder of the Trust may submit names of
individuals to be considered by the Nominating Committee or the Board of
Trustees, as applicable, provided, however, (i) that such person was a
shareholder of record at the time of submission of such names and is entitled
to vote at the meeting, and (ii) that the Nominating Committee or the Board of
Trustees, as applicable, shall make the final determination of persons to be
nominated.

         Section 3. Election of Trustees. All meetings of shareholders for the
purpose of electing Trustees shall be held on such date and at such time as
shall be designated from time to time by the Trustees and stated in the notice
of the meeting, at which the shareholders shall elect by a plurality vote any
number of Trustees as the notice for such meeting shall state are to be
elected, and transact such other business as may properly be brought before the
meeting in accordance with Section 1 of this Article IV.

         Section 4. Notice of Meetings. Written notice of any meeting stating
the place, date, and hour of the meeting shall be given to each shareholder
entitled to vote at such meeting not less than ten days before the date of the
meeting in accordance with Article V hereof.

         Section 5. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by applicable law or by
the Agreement, may be called by any Trustee; provided, however, that the
Trustees shall promptly call a meeting of the shareholders solely for the
purpose of removing one or more Trustees, when requested in writing so to do by
the record holders of not less than ten percent of the outstanding shares of
the Trust.

         Section 6. Notice of Special Meeting. Written notice of a special
meeting stating the place, date, and hour of the meeting and the purpose of
purposes for which the meeting is called, shall be given not less than ten days
before the date of the meeting, to each shareholder entitled to vote at such
meeting.

         Section  7. Conduct of Special Meeting. Business transacted at any
special meeting of shareholders shall be limited to the purpose stated in the
notice.


                                       6

<PAGE>   10
         Section 8. Quorum. The holders of one-third of the shares of
beneficial interests that are issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum
at all meetings of the shareholders for the transaction of business except as
otherwise provided by applicable law or by the Agreement. If, however, such
quorum shall not be present or represented at any meeting of the shareholders,
the vote of the holders of a majority of shares cast shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented. At such
adjourned meeting, at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.

         Section 9.  Organization of Meetings.

            (a) The Chairman of the Board of Trustees shall preside at each
meeting of shareholders. In the absence of the Chairman of the Board, the
meeting shall be chaired by the President, or if the President shall not be
present, by a Vice President. In the absence of all such officers, the meeting
shall be chaired by a person elected for such purpose at the meeting. The
Secretary of the Trust, if present, shall act as Secretary of such meetings, or
if the Secretary is not present, an Assistant Secretary of the Trust shall so
act, and if no Assistant Secretary is present, then a person designated by the
Secretary of the Trust shall so act, and if the Secretary has not designated a
person, then the meeting shall elect a secretary for the meeting.

            (b) The Board of Trustees of the Trust shall be entitled to make
such rules and regulations for the conduct of meetings of shareholders as it
shall deem necessary, appropriate or convenient. Subject to such rules and
regulations of the Board of Trustees, if any, the chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the judgment of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing: an agenda or order of business for the
meeting; rules and procedures for maintaining order at the meeting and the
safety of those present; limitations on participation in such meeting to
shareholders of record of the Trust and their duly authorized and constituted
proxies, and such other persons as the chairman shall permit; restrictions on
entry to the meeting after the time fixed for the commencement thereof;
limitations on the time allotted to questions or comments by participants; and
regulation of the opening and closing of the polls for balloting on matters
which are to be voted on by ballot, unless and to the extent the Board of
Trustees or the chairman of the meeting determines that meetings of shareholders
shall not be required to be held in accordance with the rules of parliamentary
procedure.

         Section 10. Voting Standard. When a quorum is present at any meeting,
the vote of the holders of a majority of the shares cast shall decide any
question brought before such meeting, unless the question is one on which, by
express provision of applicable law, the Agreement, these Amended and Restated
Bylaws, or applicable contract, a different vote is required, in which case
such express provision shall govern and control the decision of such question.

         Section 11. Voting Procedure. Each whole share shall be entitled to
one vote, and each fractional share shall be entitled to a proportionate
fractional vote. On any matter submitted to a vote of the shareholders, all
shares shall be voted together, except when required by applicable


                                       7

<PAGE>   11

law or when the Trustees have determined that the matter affects the interests
of one or more Portfolios (or Classes), then only the shareholders of such
Portfolios (or Classes) shall be entitled to vote thereon.

         Section 12. Action Without Meeting. Unless otherwise provided in the
Agreement or applicable law, any action required to be taken at any meeting of
shareholders of the Trust, or any action which may be taken at any meeting of
such shareholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of any such action without a meeting by
less than unanimous written consent shall be given to those shareholders who
have not consented in writing.

                                   ARTICLE V

                                    NOTICES

         Section 1. Methods of Giving Notice. Whenever, under the provisions of
applicable law or of the Agreement or of these Amended and Restated Bylaws,
notice is required to be given to any Trustee or shareholder, it shall not,
unless otherwise provided herein, be construed to mean personal notice, but
such notice may be given orally in person, or by telephone (promptly confirmed
in writing) or in writing, by mail addressed to such Trustee or shareholder, at
his address as it appears on the records of the Trust, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail. Notice to Trustees or members of
a committee may also be given by telex, telegram, telecopier or via overnight
courier. If sent by telex or telecopier, notice to a Trustee or member of a
committee shall be deemed to be given upon transmittal; if sent by telegram,
notice to a Trustee or member of a committee shall be deemed to be given when
the telegram, so addressed, is delivered to the telegraph company, and if sent
via overnight courier, notice to a Trustee or member of a committee shall be
deemed to be given when delivered against a receipt therefor.

         Section 2. Written Waiver. Whenever any notice is required to be given
under the provisions of applicable law or of the Agreement or of these Amended
and Restated Bylaws, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.

                                  ARTICLE VI

                             CERTIFICATES OF SHARES

         Section 1. Issuance. Upon request, every holder of shares in the Trust
shall be entitled to have a certificate, signed by, or in the name of the Trust
by, a Trustee, certifying the number of shares owned by him in the Trust.


                                       8

<PAGE>   12

         Section 2. Countersignature. Where a certificate is countersigned (1)
by a transfer agent other than the Trust or its employee, or, (2) by a
registrar other than the Trust or its employee, the signature of the Trustee
may be a facsimile.

         Section 3. Lost Certificates. The Board of Trustees may direct a new
certificate or certificates to be issued in place of any certificate or
certificates therefore issued by the Trust alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of the fact by the person claiming
the certificate to be lost, stolen or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Trustees may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
to give the Trust a bond in such sum as it may direct as indemnity against any
claim that may be made against the Trust with respect to the certificate
alleged to have been lost, stolen or destroyed.

         Section 4. Transfer of Shares. The Trustees shall make such rules as
they consider appropriate for the transfer of shares and similar matters. To
the extent certificates are issued in accordance with Section 1 of this Article
VI, upon surrender to the Trust or the transfer agent of the Trust of such
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Trust to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

         Section 5. Fixing Record Date. In order that the Trustees may
determine the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution of allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of beneficial interests
or for the purpose of any other lawful action, the Board of Trustees may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Trustees, and
which record date shall not be more than ninety nor less than ten days before
the date of such meeting, nor more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Trustees for
action by shareholder consent in writing without a meeting, nor more than
ninety days prior to any other action. A determination of shareholders of
record entitled to notice of or to vote at a meeting of shareholders shall
apply to any adjournment of the meeting; provided, however, that the Board of
Trustees may fix a new record date for the adjourned meeting.

         Section 6. Registered Shareholders. The Trust shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to
interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice hereof, except as otherwise provided
by the laws of Delaware.


                                       9

<PAGE>   13

                                  ARTICLE VII

                               GENERAL PROVISIONS

         Section 1. Dividends and Other Distributions. The Trustees may from
time to time declare and pay dividends and make other distributions with
respect to any Portfolio, or Class thereof, which may be from income, capital
gains or capital. The amount of such dividends or other distributions and the
payment of them and whether they are in cash or any other Trust Property shall
be wholly in the discretion of the Trustees.

         Section 2. Redemptions. Any holder of record of shares of a particular
Portfolio, or Class thereof, shall have the right to require the Trust to
redeem his shares, or any portion thereof, subject to the terms and conditions
set forth in the registration statement in effect from time to time. The
redemption price may in any case or cases be paid wholly or partly in kind if
the Trustees determine that such payment is advisable in the interest of the
remaining shareholders of the Portfolio or Class thereof for which the shares
are being redeemed. Subject to the foregoing, the fair value, selection and
quantity of securities or other property so paid or delivered as all or part of
the redemption price may be determined by or under authority of the Trustees.
In no case shall the Trust be liable for any delay of any Person in
transferring securities selected for delivery as all or part of any payment in
kind.

         The Trustees may, at their option, and at any time, have the right to
redeem shares of any shareholder of a particular Portfolio or Class thereof in
accordance with Section 2 of this Article VII. The Trustees may refuse to
transfer or issue shares to any person to the extent that the same is necessary
to comply with applicable law or advisable to further the purposes for which
the Trust is formed.

         If, at any time when a request for transfer or redemption of Shares of
any Portfolio is received by the Trust or its agent, the value of the shares of
such Portfolio in a Shareholder's account is less than Five Hundred Dollars
($500.00), after giving effect to such transfer or redemption, the Trust may,
at any time following such transfer or redemption and upon giving thirty (30)
days' notice to the Shareholder, cause the remaining Shares of such Portfolio
in such Shareholder's account to be redeemed at net asset value in accordance
with such procedures set forth above.

         Section 3. Indemnification. Every person who is, or has been, a
Trustee or officer of the Trust shall be indemnified by the Trust to the
fullest extent permitted by the Delaware Business Trust Act, these Amended and
Restated Bylaws and other applicable law.

         Section 4. Advance Payments of Indemnifiable Expenses.To the maximum
extent permitted by the Delaware Act and other applicable law, the Trust or
applicable Portfolio may advance to a Covered Person, in connection with the
preparation and presentation of a defense to any claim, action, suit, or
proceeding, expenses for which the Covered Person would ultimately be entitled
to indemnification; provided that the Trust or applicable Portfolio has
received an undertaking by or on behalf of such Covered Person that such amount
will be paid over by him to the Trust or applicable Portfolio if it is
ultimately determined that he is not entitled to


                                      10

<PAGE>   14

indemnification for such expenses, and further provided that (i) such Covered
Person shall have provided appropriate security for such undertaking, (ii) the
Trust is insured against losses arising out of any such advance payments, or
(iii) either a majority of the Trustees who are not interested persons (as
defined in the 1940 Act) of the Trust nor parties to the matter, or independent
legal counsel in a written opinion shall have determined, based upon a review
of readily available facts (as opposed to a full trial-type inquiry) that there
is reason to believe that such Covered Person will not be disqualified from
indemnification for such expenses.

         Section 5. Seal. The business seal shall have inscribed thereon the
name of the business trust, the year of its organization and the word "Business
Seal, Delaware." The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or otherwise reproduced. Any officer or Trustee of the
Trust shall have authority to affix the corporate seal of the Trust to any
document requiring the same.

         Section 6. Severability. The provisions of these Amended and Restated
Bylaws are severable. If the Board of Trustees determines, with the advice of
counsel, that any provision hereof conflicts with the 1940 Act, the regulated
investment company provisions of the Internal Revenue Code, or other applicable
laws and regulations, the conflicting provision shall be deemed never to have
constituted a part of these Amended and Restated Bylaws; provided, however,
that such determination shall not affect any of the remaining provisions of
these Amended and Restated Bylaws or render invalid or improper any action
taken or omitted prior to such determination. If any provision hereof shall be
held invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision only in such jurisdiction
and shall not affect any other provision of these Amended and Restated Bylaws.

         Section 7. Headings. Headings are placed in these Amended and Restated
Bylaws for convenience of reference only and in case of any conflict, the text
of these Amended and Restated Bylaws rather than the headings shall control.

                                 ARTICLE VIII

                                   AMENDMENTS

         Section 1. Amendments. These Amended and Restated Bylaws may be
altered or repealed at any regular or special meeting of the Board of Trustees
without prior notice. These Amended and Restated Bylaws may also be altered or
repealed at any special meeting of the shareholders, but only if the Board of
Trustees resolves to put a proposed alteration or repealer to the vote of the
shareholders and notice of such alteration or repealer is contained in a notice
of the special meeting being held for such purpose.



<PAGE>   1
                                                               EXHIBIT (b)(2)(b)


                     FIRST AMENDMENT TO AMENDED AND RESTATED

                         BYLAWS OF AIM INVESTMENT FUNDS
                           (A DELAWARE BUSINESS TRUST)

                              ADOPTED JUNE 15, 1999


         The Bylaws of AIM Investment Funds are hereby amended as follows:

         WHEREAS, the Board of Trustees of the Fund desires to modify the manner
         in which a chairman is appointed to preside at each shareholder
         meeting;

         NOW THEREFORE BE IT RESOLVED, that paragraph (a) of Article IV, Section
         9 of each Fund's Bylaws be, and it hereby is, amended by deleting
         paragraph (a) of Article IV, Section 9 in its entirety and replacing it
         with the following:

                           Section 9. Organization of Meetings.

                                    (a) The meetings of the shareholders shall
                  be presided over by the Chairman of the Board, or if the
                  Chairman shall not be present or if there is no Chairman, by
                  the President, or if the President shall not be present, by a
                  Vice President, or if no Vice President is present, by a
                  chairman appointed for such purpose by the Board of Trustees
                  or, if not so appointed, by a chairman appointed for such
                  purpose by the officers and Trustees present at the meeting.
                  The Secretary of the Trust, if present, shall act as Secretary
                  of such meetings, or if the Secretary is not present, an
                  Assistant Secretary of the Trust shall so act, and if no
                  Assistant Secretary is present, then a person designated by
                  the Secretary of the Trust shall so act, and if the Secretary
                  has not designated a person, then the meeting shall elect a
                  secretary for the meeting.

<PAGE>   1


                                                                  EXHIBIT (d)(3)

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

         Contract made as of June 1, 1999, between AIM Investment Funds, a
Delaware business trust ("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
has offered 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 beneficial interest; and

         WHEREAS the Company hereafter may establish additional series of its
shares (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 has retained Adviser as investment manager and
administrator to furnish certain investment advisory, portfolio management and
administration services to the Company and the Funds, and the Company and
Adviser entered into an Investment Management and Administration Contract dated
September 8, 1998 with the respect to the Funds ("Advisory Agreement"); and

         WHEREAS the Company and the Adviser desire to amend and restate the
Advisory Agreement in order to (i) remove AIM Emerging Markets Fund since it
ceased operations on February 12, 1999, and (ii) change the name of AIM Global
Telecommunications Fund to AIM Global Telecommunications and Technology Fund as
of June 1, 1999;

         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.


                                                                               1
<PAGE>   2


2. Duties as Investment Manager.

         (a) Subject to the supervision of the Company's Board of Trustees
("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.

         (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;


                                                                               2
<PAGE>   3


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 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 Agreement and Declaration of Trust,
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 Trustee, 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.


                                                                               3
<PAGE>   4


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 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 Trustees who are not
parties to this Contract or interested persons of any such party ("Independent
Trustees"); (ix) all expenses incurred in connection with the Independent
Trustees' 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 Trustees; (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, Trustees, 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 Trustees 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.


                                                                               4
<PAGE>   5


         (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
Trustees of the Company who are not Independent Trustees.

         (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 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 trustees, 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, Trustee, 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.


                                                                               5
<PAGE>   6


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 Trustees, 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 Trustees 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 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


                                                                               6
<PAGE>   7


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.


                                                                               7
<PAGE>   8


         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: /s/ KATHLEEN J. PFLUEGER             AIM INVESTMENT FUNDS
       -----------------------------
                                             By: /s/ ROBERT H. GRAHAM
                                                 -------------------------------
                                             Name:  Robert H. Graham
                                             Title: President

Attest: /s/ KATHLEEN J. PFLUEGER             A I M ADVISORS, INC.
       -----------------------------
                                             By: /s/ ROBERT H. GRAHAM
                                                 -------------------------------
                                             Name:  Robert H. Graham
                                             Title: President


                                                                               8
<PAGE>   9


                                   APPENDIX A
                                       TO
                              AMENDED AND RESTATED
                INVESTMENT MANAGEMENT AND ADMINISTRATION CONTRACT
                                       OF
                              AIM INVESTMENT FUNDS

         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 AND TECHNOLOGY
     FUND, AIM LATIN AMERICAN GROWTH 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>


                                                                               9

<PAGE>   1

                                                                 EXHIBIT (d)(12)

                         EMERGING MARKETS DEBT PORTFOLIO
                              AMENDED AND RESTATED
                INVESTMENT MANAGEMENT AND ADMINISTRATION CONTRACT
                                     BETWEEN
                         EMERGING MARKETS DEBT PORTFOLIO
                                       AND
                              A I M ADVISORS, INC.

     Contract made as of September 8, 1998, between Emerging Markets Debt
Portfolio, a Delaware business trust ("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

     WHEREAS the Company has retained Adviser as investment manager and
administrator to furnish certain investment advisory, portfolio management and
administration services to the Company, and the Company and Adviser entered into
an Investment Management and Administration Contract dated May 29, 1998, with
respect to the Company ("Advisory Agreement"); and

     WHEREAS the Company and the Adviser desire to amend and restate the
Advisory Agreement in order to (i) change the name of Global High Income
Portfolio to Emerging Markets Debt Portfolio as of September 8, 1998;

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

     (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



<PAGE>   2


dealers who sell shares of the Company or provide the Company 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 Company and its other clients and that the total commissions or spreads
paid by the Company will be reasonable in relation to the benefits to the
Company 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 Company 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 the Company.

     (c) Adviser will oversee the maintenance of all books and records with
respect to the securities transactions of the Company, 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 the Company
subject to the supervision of the Board and the following understandings:

     (a) Adviser will supervise all aspects of the operations of the Company,
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 Company.

     (b) At Adviser's expense, Adviser will provide the Company 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 the Company's proxy
material, tax returns and required reports with or to the Company's
shareholders, the Securities and Exchange Commission and other appropriate
federal or state regulatory authorities.



<PAGE>   3



     (d) Adviser will provide the Company with, or obtain for it, 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 Agreement and Declaration of Trust,
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 the Company, 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 Trustee, 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, the Company will bear all expenses,
not specifically assumed by Adviser.

     (b) Expenses borne by the Company 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 Company and any losses incurred in
connection therewith; (ii) fees payable to and expenses incurred on behalf of
the Company by Adviser under this Contract; (iii) investment consulting fees and
related costs; (iv) expenses of organizing the Company; (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 Company's shares and the Company under federal and/or state
securities laws and maintaining such registrations and qualifications; (vii)
costs incurred in connection



<PAGE>   4


with the issuance, sale or repurchase of the Company's shares of beneficial
interest; (viii) fees and salaries payable to the Company's Trustees who are not
parties to this Contract or interested persons of any such party ("Independent
Trustees"); (ix) all expenses incurred in connection with the Independent
Trustees' 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 for violation of any law; (xiii)
interest charges; (xiv) legal, accounting and auditing expenses, including legal
fees of special counsel for the Independent Trustees; (xv) charges of
custodians, transfer agents, pricing agents and other agents; (xvi) expenses of
disbursing dividends and distributions; (xvii) expenses of setting in type,
printing and mailing reports, notices and proxy materials for existing
shareholders; (xviii) 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, Trustees, employees
and agents) incurred by the Company; (xix) fees, voluntary assessments and other
expenses incurred in connection with membership in investment company
organizations; (xx) costs of mailing and tabulating proxies and costs of
meetings of shareholders, the Board and any committees thereof; (xxi) the cost
of investment company literature and other publications provided by the Company
to its Trustees and officers; and (xxii) costs of mailing, stationery and
communications equipment.

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

     (d) The payment or assumption by Adviser of any expense of the Company 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 on any
subsequent occasion.

8.  Compensation.

     (a) For the services provided to the Company under this Contract, the
Company shall pay the Adviser an annual fee, payable monthly, based upon the
average daily net assets of the Company as forth in Appendix A attached hereto.
Such compensation shall be paid solely from the assets of the Company. The
Company will also pay the Adviser a fee equal to 2% of the Company's total
investment income calculated in accordance with generally accepted accounting
principles, adjusted daily for currency revaluations, on a marked to market
basis, of the Company's assets; provided, however, that during any fiscal year
this amount shall not exceed 2% of the Company's total investment income
calculated in accordance with generally accepted accounting principles.

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



<PAGE>   5

     (c) 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 the Company 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 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, Trustee, employee or agent of the Company shall be deemed, when
rendering services to the Company or acting with respect to any business of the
Company, to be rendering such service to or acting solely for 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 the Company
unless it has first been approved (i) by a vote of a majority of the Independent
Trustees, cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by vote of a majority of the Company'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 the Company 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 Trustees, 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 the Company.

     (c) Notwithstanding the foregoing, with respect to the Company 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 Company 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. 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



<PAGE>   6

amendment of this Contract shall be effective until approved by vote of a
majority of the Company'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. Limitation of Shareholder Liability. It is expressly agreed that the
obligations of the Company hereunder shall not be binding upon any of the
Trustees, shareholders, nominees, officers, agents or employees of the Company
personally, but shall only bind the assets and property of the Company, as
provided in the Company's Agreement and Declaration of Trust. The execution and
delivery of this Contract have been authorized by the Trustees of the Company
and shareholders of the Company, and this Contract has been executed and
delivered by an authorized officer of the Company acting as such; neither such
authorization by such Trustees and shareholders nor such execution and delivery
by such officer shall be deemed to have been made by any of them individually or
to impose any liability on any of them personally, but shall bind only the
assets and property of the Company, as provided in the Company's Agreement and
Declaration of Trust.

15. 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.




<PAGE>   7


     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:                                          EMERGING MARKETS DEBT PORTFOLIO

By: /s/ KATHLEEN J. PFLUEGER                     By: /s/ ROBERT H. GRAHAM
    ------------------------                         --------------------
Name:   Kathleen J. Pflueger                     Name:   Robert H. Graham
Title:  Assistant Secretary                      Title:  President


Attest:                                          A I M ADVISORS, INC.

By: /s/ KATHLEEN J. PFLUEGER                     By: /s/ ROBERT H. GRAHAM
    ------------------------                         --------------------
Name:   Kathleen J. Pflueger                     Name:   Robert H. Graham
Title:  Assistant Secretary                      Title:  President





<PAGE>   8



                                   APPENDIX A
                                       TO
                              AMENDED AND RESTATED
                INVESTMENT MANAGEMENT AND ADMINISTRATION CONTRACT
                                       OF
                         EMERGING MARKETS DEBT PORTFOLIO

     In addition to amounts otherwise payable under Section 8(a) of the
Contract, the Company shall pay the Adviser, out of the assets of the Company,
as full compensation for all services rendered and all facilities furnished
hereunder, a management fee for the Company set forth below. Such fee shall be
calculated by applying the following annual rates to the average daily net
assets of the Company for the calendar year computed in the manner used for the
determination of the net asset value of shares of the Company.

                         EMERGING MARKETS DEBT PORTFOLIO


NET ASSETS                                                           ANNUAL RATE
- ----------                                                           -----------
First $ 500 million................................................        .475%
Next $ 1 billion...................................................         .45%
Next $ 1 billion...................................................        .425%
On amounts thereafter..............................................         .40%




<PAGE>   1
                                                                  EXHIBIT(d)(15)


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


         Contract made as of December 14, 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 ("Company"), an open-end
management investment company registered under the Investment Company Act of
1940, as amended ("1940 Act"), with respect AIM Strategic Income Fund (the
"Fund"), such Fund being a series of the Company's shares of beneficial
interest; and

         WHEREAS Adviser desires to retain Sub-Adviser as sub-adviser to
furnish certain advisory services to the Fund, 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 of the
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 Trustees
("Board") and Adviser, the Sub-Adviser will provide a continuous investment
program for the 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 the 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 Fund or provide the Fund, 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


                                                                              1

<PAGE>   2
Adviser and the Sub-Adviser to the Fund and their other clients and that the
total commissions or spreads paid by the 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 the 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 Fund, 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. Further Duties. In all matters relating to the performance of this
Contract, Sub-Adviser will act in conformity with the Agreement and Declaration
of Trust, 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-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 Trustee,
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, the 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 the 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


                                                                              2

<PAGE>   3

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 beneficial interest; (viii) fees and
salaries payable to the Company's Trustees who are not parties to this Contract
or interested persons of any such party ("Independent Trustees"); (ix) all
expenses incurred in connection with the Independent Trustees' 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 Trustees; (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,
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, Trustees, 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 Trustees and officers;
and (xxiii) costs of mailing, stationery and communications equipment.

         (c) The payment or assumption by Sub-Adviser of any expense of the
Company or the 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 the Fund on any subsequent occasion.

 6.  Compensation.

         (a) For the services provided to the 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 the 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.


                                                                              3

<PAGE>   4

         (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.

7. 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 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 Trustee, officer, employee or agent of the
Company, shall be deemed, when rendering services to the Fund or the Company or
acting with respect to any business of the 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.

 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 the
Fund unless it has first been approved (i) by a vote of a majority of the
Independent Trustees, cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by vote of a majority of the Fund's
outstanding voting securities, when required by the 1940 Act.

         (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 the 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 Trustees, 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 the 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. 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, and no amendment


                                                                              4

<PAGE>   5

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.

 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 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.


                                                                              5

<PAGE>   6

         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: /s/ NANCY L. MARTIN                A I M ADVISORS, INC.
        --------------------------
                                           By:   /s/ ROBERT H. GRAHAM
                                                 ----------------------------
                                           Name:  Robert H. Graham
                                           Title: President

Attest: /s/ BRENDA PARTIN                  INVESCO (NY), INC.
        --------------------------
                                           By: /s/ LUIS AGUILAR
                                               ----------------------------
                                           Name:  Luis Aguilar
                                           Title: Vice President


                                                                              6

<PAGE>   7

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


                           AIM STRATEGIC INCOME FUND



NET ASSETS                                              ANNUAL RATE
- ----------                                              -----------

First $ 500 million........................................0.29%
Next $ 1 billion...........................................0.28%
Next $ 1 billion...........................................0.27%
On amounts thereafter......................................0.26%


                                                                              7




<PAGE>   1
                                                                 EXHIBIT (d)(16)

                              AIM INVESTMENT FUNDS
                              AMENDED AND RESTATED
                              SUB-ADVISORY CONTRACT
                                     BETWEEN
                              A I M ADVISORS, INC.
                                       AND
                        INVESCO ASSET MANAGEMENT LIMITED

     Contract made as of February 12, 1999, between A I M Advisors, Inc., a
Delaware corporation ("Adviser"), and INVESCO Asset Management Limited, a
company organized under the laws of England and Wales ("Sub-Adviser").

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

     WHEREAS Adviser previously retained Sub-Adviser as investment sub-adviser
in order to furnish certain advisory services to the Funds, and Adviser and
Sub-Adviser entered into a Sub-Advisory Contract dated as of December 14, 1998
with respect to the Funds ("Sub-Advisory Contract); and

     WHEREAS Adviser and Sub-Adviser desire to amend and restate the
Sub-Advisory Contract to remove AIM Emerging Markets Fund from the list of Funds
since it ceased operations as of February 12, 1999;

     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 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 Trustees ("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.





                                                                               1
<PAGE>   2


     (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 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. Further Duties. In all matters relating to the performance of this Contract,
Sub-Adviser will act in conformity with the Agreement and Declaration of Trust,
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-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 Trustee, 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.

                                                                               2

<PAGE>   3

     (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 beneficial interest; (viii) fees and salaries payable to the
Company's Trustees who are not parties to this Contract or interested persons of
any such party ("Independent Trustees"); (ix) all expenses incurred in
connection with the Independent Trustees' 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
Trustees; (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, 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, Trustees, 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 Trustees and officers; and
(xxiii) costs of mailing, stationery and communications equipment.

     (c) 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.

6. Compensation.

                                                                               3
<PAGE>   4


     (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.

7. 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 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 Trustee, 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.

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 (i) by a vote of a majority of the Independent
Trustees, 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, when required by the 1940 Act.

     (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 Trustees, 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.


                                                                               4
<PAGE>   5

     (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.

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, 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.

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 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.


                                                                               5
<PAGE>   6



     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: /s/ [ILLEGIBLE]                   A I M ADVISORS, INC.
        ----------------                  By: /s/ ROBERT H. GRAHAM
                                          -------------------------
                                          Name:   Robert H. Graham
                                          Title:  President

Attest: /s/ [ILLEGIBLE]                   INVESCO ASSET MANAGEMENT LIMITED
        ----------------                  By: /s/ J. LAMBOURNE
                                          -------------------------
                                          Name:   J. Lambourne
                                          Title:  Director


                                                                               6
<PAGE>   7



                                   APPENDIX A
                                       TO
                              AIM INVESTMENT FUNDS
                              AMENDED AND RESTATED
                              SUB-ADVISORY CONTRACT
                                     BETWEEN
                              A I M ADVISORS, INC.
                                       AND
                        INVESCO ASSET MANAGEMENT LIMITED


      AIM LATIN AMERICAN GROWTH FUND, AIM GLOBAL GROWTH & INCOME FUND, AIM
                            DEVELOPING MARKETS FUND


NET ASSETS                                                           ANNUAL RATE
- ----------                                                           -----------

First $ 500 million..................................................      0.39%
Next $ 500 million...................................................      0.38%
Next $ 500 million...................................................      0.37%
On amounts thereafter................................................      0.36%

                        AIM GLOBAL GOVERNMENT INCOME FUND

NET ASSETS                                                           ANNUAL RATE
- ----------                                                           -----------

First $ 500 million..................................................      0.29%
Next $ 1 billion.....................................................      0.28%
Next $ 1 billion.....................................................      0.27%
On amounts thereafter................................................      0.26%





                                                                               7

<PAGE>   1


                                                                 EXHIBIT (d)(17)

                         EMERGING MARKETS DEBT PORTFOLIO
                              SUB-ADVISORY CONTRACT
                                     BETWEEN
                              A I M ADVISORS, INC.
                                       AND
                        INVESCO ASSET MANAGEMENT LIMITED


         Contract made as of December 14, 1998, between A I M Advisors, Inc., a
Delaware corporation ("Adviser"), and INVESCO Asset Management Limited, a
company organized under the laws of England and Wales ("Sub-Adviser").

         WHEREAS Adviser has entered into an Investment Management and
Administration Contract with Emerging Markets Debt Portfolio ("Company"), an
open-end management investment company registered under the Investment Company
Act of 1940, as amended ("1940 Act"); and

         WHEREAS Adviser desires to retain Sub-Adviser as sub-adviser to furnish
certain advisory services to the Company, 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 of the
Company 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 Trustees
("Board") and Adviser, the Sub-Adviser will provide a continuous investment
program for the Company, including investment research and management, with
respect to all securities and investments and cash equivalents of the Company.
The Sub-Adviser will determine from time to time what securities and other
investments will be purchased, retained or sold by the Company, 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 Company or provide the Company,


                                                                               1
<PAGE>   2

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 Company and their other clients and that the total
commissions or spreads paid by the Company will be reasonable in relation to the
benefits to the Company 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 the Company 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 Company, 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. Further Duties. In all matters relating to the performance of this Contract,
Sub-Adviser will act in conformity with the Agreement and Declaration of Trust,
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-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 Trustee, 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, the Company will bear all
expenses, not specifically assumed by Sub-Adviser, incurred in its operations.

                                                                               2
<PAGE>   3

         (b) Expenses borne by the Company 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 Company and any losses incurred in
connection therewith; (ii) fees payable to and expenses incurred on behalf of
the Company by Sub-Adviser under this Contract; (iii) investment consulting fees
and related costs; (iv) expenses of organizing the Company; (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 Company'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
Company's shares of beneficial interest; (viii) fees and salaries payable to the
Company's Trustees who are not parties to this Contract or interested persons of
any such party ("Independent Trustees"); (ix) all expenses incurred in
connection with the Independent Trustees' 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 for
violation of any law; (xiii) interest charges; (xiv) legal, accounting and
auditing expenses, including legal fees of special counsel for the Independent
Trustees; (xv) charges of custodians, transfer agents, pricing agents and other
agents; (xvi) expenses of disbursing dividends and distributions; (xvii)
expenses of setting in type, printing and mailing reports, notices and proxy
materials for existing shareholders; (xviii) 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, Trustees, employees and agents) incurred by the Company; (xix) fees,
voluntary assessments and other expenses incurred in connection with membership
in investment company organizations; (xx) costs of mailing and tabulating
proxies and costs of meetings of shareholders, the Board and any committees
thereof; (xxi) the cost of investment company literature and other publications
provided by the Company to its Trustees and officers; and (xxii) costs of
mailing, stationery and communications equipment.

         (c) The payment or assumption by Sub-Adviser of any expense of the
Company 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 on any subsequent occasion.

6. Compensation.

         (a) For the services provided to the Company under this Contract,
Adviser will pay Sub-Adviser a fee, computed weekly and paid monthly, as set
forth in Appendix A hereto. Adviser will also pay Sub-Adviser a fee equal to
0.8% of the Company's total investment income calculated in accordance with
generally accepted accounting principles, adjusted daily for currency
revaluations, on a marked to market basis, of the Company's assets; provided,
however, that during any fiscal year this amount shall not exceed 0.8% of


                                                                               3
<PAGE>   4

the Company's total investment income calculated in accordance with generally
accepted accounting principles.

         (b) 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.

         (c) 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.

7. 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 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-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 Trustee, officer, employee or agent of the Company, shall be deemed,
when rendering services to the Company or acting with respect to any business of
the Company to be rendering such service to or acting solely for 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.

8. Duration and Termination.

         (a) This Contract shall become effective upon the date hereabove
written, provided that this Contract shall not take effect unless it has first
been approved (i) by a vote of a majority of the Independent Trustees, cast in
person at a meeting called for the purpose of voting on such approval, and (ii)
by vote of a majority of the Company's outstanding voting securities, when
required by the 1940 Act.

         (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 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
Trustees, 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 the Company.

         (c) Notwithstanding the foregoing, 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 Company 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

                                                                               4
<PAGE>   5

notice to the Company. 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, and no amendment of this Contract shall be effective until approved by
vote of a majority of the Company's outstanding voting securities, when required
by the 1940 Act.

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 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.


                                                                               5
<PAGE>   6

         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.


                                               A I M ADVISORS, INC.

Attest: /s/ NANCY L. MARTIN                    By:  /s/ ROBERT H. GRAHAM
       ----------------------                      ---------------------
                                               Name:    Robert H. Graham
                                               Title:   President

                                               INVESCO ASSET MANAGEMENT LIMITED

Attest: /s/ [ILLEGIBLE]                        By: /s/ TRISTAN HILLGRATH
       ---------------------                      ----------------------
                                               Name:   Tristan Hillgrath
                                               Title:  Deputy CSO


                                                                               6
<PAGE>   7

                                   APPENDIX A
                                       TO
                              SUB-ADVISORY CONTRACT


                         EMERGING MARKETS DEBT PORTFOLIO

               0.8% of the Company's total investment income, plus
<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>


                                                                               7

<PAGE>   1
                                                            EXHIBIT (e)(3)(a)


                          MASTER DISTRIBUTION AGREEMENT
                                     BETWEEN
                              AIM INVESTMENT FUNDS
                             (CLASS A AND C SHARES)
                                       AND
                            A I M DISTRIBUTORS, INC.


     THIS AGREEMENT made as of the 1st day of March, 1999, by and between AIM
INVESTMENT FUNDS, a Delaware business trust (the "Company"), with respect to
each of the Class A and Class C shares (the "Class A and C shares") of each
series of shares of beneficial interest 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 Class A and Class C Shares hereby
appoints the Distributor as its exclusive agent for the sale of the Class A and
Class C Shares to the public directly and through investment dealers and
financial institutions in the United States and throughout the world in
accordance with the terms of the current prospectuses applicable to the
Portfolios.

     SECOND: The Company shall not sell any Class A and Class C 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 Class A and Class C 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 may issue Class A and Class C Shares at their net asset
value in connection with certain classes of transactions or to certain
categories of persons, in accordance with Rule 22d-1 under the Investment
Company Act of 1940, as amended (the "1940 Act"), provided that any such
category is specified in the then current prospectus of the applicable Class A
and Class C Shares.

     THIRD: The Distributor hereby accepts appointment as exclusive agent for
the sale of the Class A and Class C 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
Class A and Class C 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; and



                                       1
<PAGE>   2


     (B) the Company may withdraw the offering of the Class A and Class C 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. It is mutually
understood and agreed that the Distributor does not undertake to sell any
specific amount of the Class A and Class C Shares. The Company shall have the
right to specify minimum amounts for initial and subsequent orders for the
purchase of Class A and Class C Shares.

     FOURTH:

     (A) The public offering price of Class A Shares (the "offering price")
shall be the net asset value per share 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
Portfolios. The sales charge shall be established by the Distributor. The
Distributor may establish a schedule of contingent deferred sales charges to be
imposed at the time of redemption of certain Class A Shares and such schedule of
contingent deferred sales charges shall be disclosed in the current prospectus
or statement of additional information for each Portfolio. The sales charges and
contingent deferred sales charges may reflect scheduled variations in, or the
elimination of, sales charges on sales of Class A Shares or redemption of 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 Portfolios. The Distributor shall apply any
scheduled variation in, or elimination of, the selling commission or contingent
deferred sales charge uniformly to all offerees in the class specified.

     The public offering price of the Class C shares shall be the net asset
value per share of the applicable Class C 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 or statement of additional information of
each Portfolio. Such schedule of contingent deferred sales charges may reflect
variations in or waivers of such charges on redemptions of Class C 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) or statement(s) of additional information. 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 Portfolios shall allow directly to investment dealers and other
financial institutions through whom Class A Shares 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.



                                       2
<PAGE>   3


     The Distributor may pay to investment dealers and other financial
institutions through whom Class C 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 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 each Portfolio pursuant to Rule 12b-1 under the 1940 Act.

     (D) The Company shall redeem Class A and Class C 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 Class A and Class C Shares shall be equal
to the net asset value of the Class A and Class C Shares being redeemed, less
any applicable contingent deferred sales charge. 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 Company
shall pay or cause the Company's transfer agent to pay the applicable contingent
deferred sales charge to the Distributor on the date net redemption proceeds are
payable to the redeeming shareholder.

     FIFTH: The Distributor shall act as agent of the Company on behalf of each
Portfolio in connection with the sale and repurchase of Class A and Class C
Shares. Except with respect to such sales and repurchases, the Distributor shall
act as principal in all matters relating to the promotion or the sale of Class A
and Class C 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 Class A and Class C 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 on behalf of the Portfolios. The Distributor or such other
investment dealers or financial institutions will be deemed to have performed
all services required to be performed in order to be entitled to receive the
asset based sales charge portion of any amounts payable with respect to Class C
Shares to the Distributor pursuant to a distribution plan adopted by the Company
on behalf of each Portfolio pursuant to Rule 12b-1 under the 1940 Act upon the
settlement of each sale of a Class C Share (or a share of another portfolio from
which the Class C Share derives).

     SIXTH: The Portfolios shall bear:

     (A) the expenses of qualification of Class A and Class C 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 Portfolios' prospectuses and statements of additional
information (including supplements


                                       3
<PAGE>   4

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 each Portfolio), 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 the Portfolios pursuant to Rule 12b-1 under the 1940 Act.

     EIGHTH: The Distributor will accept orders for the purchase of Class A and
Class C 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 of all other federal and state laws, rules and regulations governing
the issuance and sale of Class A and Class C 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 the
Portfolios, 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 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 the Portfolios 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 the Portfolios 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 the
Portfolios, 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 the Portfolios 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.


                                       4
<PAGE>   5

     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.

     TWELFTH: This Agreement shall become effective as of the date hereof, shall
continue in force and effect until June 30, 1999, and shall continue in force
and effect from year to year thereafter, provided, that such continuance is
specifically approved at least annually (a)(i) by the Board of Trustees of the
Company or (ii) by the vote of a majority of the Portfolios' 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 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 each 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: Notice is hereby given that, as provided by applicable law, the
obligations of or arising out of this Agreement are not binding upon any of the
shareholders of the Company individually, but are binding only upon the assets
and property of the Company and that the shareholders shall be entitled, to the
fullest extent permitted by applicable law, to the same limitation on personal
liability as stockholders of private corporations for profit.

     SIXTEENTH: This Agreement shall be governed by and construed in accordance
with the laws (without reference to conflicts of law provisions) of the State of
Delaware.


                                       5
<PAGE>   6



         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


Attest:
                                              By: /s/ ROBERT H. GRAHAM
/s/ NANCY L. MARTIN                             --------------------------------
- ---------------------------                     Name:  Robert H. Graham
Name:                                           Title: President
Title:




                                              A I M DISTRIBUTORS, INC.

Attest:
                                             By: /s/ MICHAEL J. CEMO
/s/ NANCY L. MARTIN                             --------------------------------
- ---------------------------                     Name:  Michael J. Cemo
Name:                                           Title: President
Title:





                                       6
<PAGE>   7




                                   APPENDIX A
                                       TO
                          MASTER DISTRIBUTION AGREEMENT
                                       OF
                              AIM INVESTMENT FUNDS


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

AIM Developing Markets Fund
AIM Emerging Markets Debt 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 Infrastructure Fund
AIM Global Resources Fund
AIM Global Telecommunications Fund
AIM Latin American Growth Fund
AIM Strategic Income Fund


CLASS C SHARES
- ---------------

AIM Developing Markets Fund
AIM Emerging Markets Debt 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 Infrastructure Fund
AIM Global Resources Fund
AIM Global Telecommunications Fund
AIM Latin American Growth Fund
AIM Strategic Income Fund


<PAGE>   1
                                                               EXHIBIT (e)(3)(b)


                                 AMENDMENT NO. 1
                          MASTER DISTRIBUTION AGREEMENT
                                     BETWEEN
                              AIM INVESTMENT FUNDS
                             (CLASS A AND C SHARES)
                                       AND
                            A I M DISTRIBUTORS, INC.




         The Master Distribution Agreement (the "Agreement"), dated March 1,
1999, by and between AIM Investment Funds, a Delaware business trust, and A I M
Distributors, Inc., a Delaware corporation, is hereby amended as follows:

         Appendix A of the Agreement is hereby deleted in its entirety and
replaced with the following:



                                   "APPENDIX A
                                       TO
                          MASTER DISTRIBUTION AGREEMENT
                                       OF
                              AIM INVESTMENT FUNDS


CLASS A SHARES

AIM Developing Markets Fund
AIM Emerging Markets Debt 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 Infrastructure Fund
AIM Global Resources Fund
AIM Global Telecommunications and Technology Fund
AIM Latin American Growth Fund
AIM Strategic Income Fund




                                        1

<PAGE>   2


CLASS C SHARES

AIM Developing Markets Fund
AIM Emerging Markets Debt 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 Infrastructure Fund
AIM Global Resources Fund
AIM Global Telecommunications and Technology Fund
AIM Latin American Growth Fund
AIM Strategic Income Fund"


         All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.


Dated: June 1, 1999

                                             AIM INVESTMENT FUNDS

Attest:

/s/ KATHLEEN J. PFLUEGER                     /s/ ROBERT H. GRAHAM
- -----------------------------                -----------------------------------
Assistant Secretary                          President




                                             A I M DISTRIBUTORS, INC.

Attest:

/s/ LISA MOSS                                /s/ MICHAEL J. CEMO
- -----------------------------                -----------------------------------
Assistant Secretary                          President





                                        2

<PAGE>   1
                                                               EXHIBIT (e)(5)(b)


                                 AMENDMENT NO. 1
                             DISTRIBUTION AGREEMENT
                                     BETWEEN
                              AIM INVESTMENT FUNDS
                                       AND
                            A I M DISTRIBUTORS, INC.

                                (CLASS B SHARES)


         The Distribution Agreement (the "Agreement"), dated September 8, 1998,
by and between AIM Investment Funds, a Delaware business trust, and A I M
Distributors, Inc., a Delaware corporation, is hereby amended as follows:

         Schedule A of the Agreement is hereby deleted in its entirety and
replaced with the following:



                                   "SCHEDULE A
                                       TO
                             DISTRIBUTION AGREEMENT
                                       OF
                              AIM INVESTMENT FUNDS


CLASS B SHARES

AIM Developing Markets Fund
AIM Emerging Markets Debt 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 Infrastructure Fund
AIM Global Resources Fund
AIM Global Telecommunications Fund
AIM Latin American Growth Fund
AIM Strategic Income Fund"


                                       1

<PAGE>   2

         All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.


Dated: March 18, 1999

                                             AIM INVESTMENT FUNDS

Attest:

/s/ KATHLEEN J. PFLUEGER                     /s/ ROBERT H. GRAHAM
- -----------------------------                -----------------------------------
Assistant Secretary                          President




                                             A I M DISTRIBUTORS, INC.

Attest:

/s/ OFELIA M. MAYO                           /s/ MICHAEL J. CEMO
- -----------------------------                -----------------------------------
Assistant Secretary                          President



                                       2

<PAGE>   1
                                                               EXHIBIT (e)(5)(c)


                                AMENDMENT NO. 2
                             DISTRIBUTION AGREEMENT
                                    BETWEEN
                              AIM INVESTMENT FUNDS
                                      AND
                            A I M DISTRIBUTORS, INC.

                                (CLASS B SHARES)


         The Distribution Agreement (the "Agreement"), dated September 8, 1998,
by and between AIM Investment Funds, a Delaware business trust, and A I M
Distributors, Inc., a Delaware corporation, is hereby amended as follows:

         Schedule A of the Agreement is hereby deleted in its entirety and
replaced with the following:



                                   "SCHEDULE A
                                       TO
                             DISTRIBUTION AGREEMENT
                                       OF
                              AIM INVESTMENT FUNDS


CLASS B SHARES

AIM Developing Markets Fund
AIM Emerging Markets Debt 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 Infrastructure Fund
AIM Global Resources Fund
AIM Global Telecommunications and Technology Fund
AIM Latin American Growth Fund
AIM Strategic Income Fund"



                                       1
<PAGE>   2




         All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.


Dated: June 1, 1999

                                               AIM INVESTMENT FUNDS

Attest:


/s/ KATHLEEN J. PFLUEGER                       /s/ ROBERT H. GRAHAM
- -----------------------------                  ---------------------------------
Assistant Secretary                            President




                                               A I M DISTRIBUTORS, INC.

Attest:

/s/ LISA MOSS                                  /s/ MICHAEL J. CEMO
- -----------------------------                  ---------------------------------
Assistant Secretary                            President


                                       2

<PAGE>   1
                                                              EXHIBIT (h)(1)(b)




                                AMENDMENT NO. 1

                     TRANSFER AGENCY AND SERVICE AGREEMENT

         The Transfer Agency and Service Agreement (the "Agreement"), dated as
of September 8, 1998, by and between AIM Investment Funds, a Delaware business
trust, and A I M Fund Services, Inc., a Delaware corporation, is hereby amended
as follows (terms used herein but not otherwise defined herein have the meaning
ascribed them in the Agreement):

1)       Section 1. of the Fee Schedule to the Agreement is hereby deleted in
its entirety and replaced with the following:

 "1.          For performance by the Transfer Agent pursuant to this Agreement,
              the Fund agrees on behalf of each of the Portfolios to pay the
              Transfer Agent an annualized fee for shareholder accounts that
              are open during any monthly period as set forth below, and an
              annualized fee of $.70 per shareholder account that is closed
              during any monthly period. Both fees shall be billed by the
              Transfer Agent monthly in arrears on a prorated basis of 1/12 of
              the annualized fee for all such accounts.

<TABLE>
<CAPTION>
                                                             Per Account Fee
Fund Type                                                      Annualized
- ---------                                                      ----------
<S>                                                          <C>
Class A Annual/Semi-Annual Dividends                             $24.85*
Class A Quarterly & Monthly Dividend                              24.85*
Class A Daily Accrual                                             24.85*

Class B                                                           24.85*

Class C                                                           24.85*

Advisor Class                                                     24.85*
</TABLE>

*             This fee includes all out of pocket expenses, the annualized
              credit, Consumer Price Index increase, Balance Credit and Remote
              Services Fee discussed below. Currently, therefore, paragraphs
              2, 3, and 5 below do not apply. Paragraph 4 does not apply for
              1998, however the IRA Annual Maintenance Fee will be charged
              beginning in 1999."

              All other terms and provisions of the Agreement not amended
herein shall remain in full force and effect.

Dated:   March 1, 1999

                                                 AIM INVESTMENT FUNDS


Attest: /s/ NANCY L. MARTIN                      By: /s/ ROBERT H. GRAHAM
        -------------------                          ---------------------------
        Assistant Secretary                          Robert H. Graham
                                                     President

(SEAL)

                                                 A I M FUND SERVICES, INC.


Attest: /s/ NANCY L. MARTIN                      By: /s/ JOHN CALDWELL
        -------------------                          ---------------------------
        Assistant Secretary                           John Caldwell
                                                      President

(SEAL)

<PAGE>   1
                                                              EXHIBIT (h)(1)(c)






                   AMENDMENT NUMBER 2 TO THE TRANSFER AGENCY
                             AND SERVICE AGREEMENT

This Amendment, dated as of July 1, 1999 is made to the Transfer Agency and
Service Agreement dated September 8, 1998 (the "Agreement") between AIM
Investment Funds (the "Fund") and A I M Fund Services, Inc. ("AFS") pursuant to
Article 10 of the Agreement.

A fee calculated by multiplying the number of shareholder accounts in the Fund
by $.15 shall be paid by the Fund to AFS concurrently with the fees payable by
the Fund to AFS under Article 2 of the Agreement.

Upon a vote of the Board of Directors of the Fund terminating this Amendment,
this Amendment shall cease to apply, and the Transfer Agency and Service
Agreement shall be complete without reference hereto.

                                                    AIM INVESTMENT FUNDS


                                                    By: /s/ ROBERT H. GRAHAM
                                                        -----------------------
                                                         President
ATTEST:

/s/ KATHLEEN J. PFLUEGER
- ------------------------
Assistant Secretary


                                                    A I M FUND SERVICES, INC.



                                                    By: /s/ JOHN CALDWELL
                                                        -----------------------
                                                         President
ATTEST:

/s/ LISA MOSS
- ---------------------
Assistant Secretary


<PAGE>   1
                                                              EXHIBIT (h)(1)(d)



                   AMENDMENT NUMBER 3 TO THE TRANSFER AGENCY
                             AND SERVICE AGREEMENT

This Amendment, dated as of July 1, 1999 is made to the Transfer Agency and
Service Agreement dated September 8, 1998 (the "Agreement") between AIM
Investment Funds (the "Fund") and A I M Fund Services, Inc. ("AFS") pursuant to
Article 10 of the Agreement.

Paragraph 1 of the Fee Schedule is hereby deleted in its entirety and replaced
with the following:

"1.      For performance by the Transfer Agent pursuant to this Agreement, the
         Fund agrees on behalf of each of the Portfolios to pay the Transfer
         Agent an annualized fee for shareholder accounts that are open during
         any monthly period as set forth below, and an annualized fee of $.70
         per shareholder account that is closed during any monthly period. Both
         fees shall be billed by the Transfer Agent monthly in arrears on a
         prorated basis of 1/12 of the annualized fee for all such accounts.

<TABLE>
<CAPTION>
                                                                Per Account Fee
               Fund Type                                          Annualized
               ---------                                        ---------------
               <S>                                              <C>
               Class A Annual/Semi-Annual Dividends                $15.15
               Class A Quarterly & Monthly Dividends                17.15
               Class A Daily Accrual                                19.65
               Class B                                              19.65
               Class C                                              19.65
               Advisor Class Annual/Semi-Annual Dividends           15.15
               Advisor Class Quarterly/Monthly Dividends            17.15
               Advisor Class Daily Accrual                          19.65"

</TABLE>

All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.

                                                      AIM INVESTMENT FUNDS



                                                      By: /s/ ROBERT H. GRAHAM
                                                          --------------------
                                                          President
ATTEST:

/s/ KATHLEEN J. PFLUEGER
- -----------------------
Assistant Secretary

                                                      A I M FUND SERVICES, INC.



                                                      By: /s/ JOHN CALDWELL
                                                          ----------------------
                                                          President


ATTEST:

/s/ LISA MOSS
- -------------------
Assistant Secretary

<PAGE>   1
                                                               EXHIBIT (h)(1)(e)

                    AMENDMENT NUMBER 4 TO THE TRANSFER AGENCY
                              AND SERVICE AGREEMENT

This Amendment, dated as of February 11, 2000 is made to the Transfer Agency and
Service Agreement dated September 8, 1998 (the "Agreement") between AIM
Investment Funds (the "Fund") and A I M Fund Services, Inc. ("AFS") pursuant to
Article 10 of the Agreement.

Paragraph 1 of the Fee Schedule is hereby deleted in its entirety and replaced
with the following:

"1.      For performance by the Transfer Agent pursuant to this Agreement, the
         Fund agrees on behalf of each of the Portfolios to pay the Transfer
         Agent an annualized fee for shareholder accounts that are open during
         any monthly period as set forth below, and an annualized fee of $.70
         per shareholder account that is closed during any monthly period. Both
         fees shall be billed by the Transfer Agent monthly in arrears on a
         prorated basis of 1/12 of the annualized fee for all such accounts.

                                                   Per Account Fee
         Fund Type                                    Annualized
         ---------                                 ---------------

         Class A Annual/Semi-Annual Dividends          $ 15.15
         Class A Quarterly & Monthly Dividends           17.15
         Class A Daily Accrual                           19.65

         Class B                                         19.65
         Class C                                         19.65"

All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.

                                                        AIM INVESTMENT FUNDS



                                                        By: /s/ ROBERT H. GRAHAM
                                                            --------------------
                                                            President

ATTEST:


/s/ SAMUEL D. SIRKO
- --------------------
Secretary

                                                        AIM FUND SERVICES, INC.


                                                        By: /s/ JOHN CALDWELL
                                                            --------------------
                                                            President

ATTEST:

/s/ SAMUEL D. SIRKO
- --------------------
Assistant Secretary

<PAGE>   1

                                                                  EXHIBIT (h)(5)


                      MASTER ACCOUNTING SERVICES AGREEMENT


     This MASTER ACCOUNTING SERVICES AGREEMENT (the "Agreement") is made this
1st day of July, 1999 by and between A I M ADVISORS, INC., a Delaware
corporation (the "AIM") and AIM Investment Funds, a Delaware business trust (the
"Trust") with respect to the separate series set forth from time to time in
Appendix A to this Agreement (the "Portfolios").

                              W I T N E S S E T H:
                              --------------------

     WHEREAS, the Trust is an open-end investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and

     WHEREAS, the Portfolios are separate series of beneficial interests
representing interests in separate investment portfolios of the Trust; and

     WHEREAS, the Trust desires to retain AIM to provide the accounting services
to the Trust as described herein;

     NOW, THEREFORE, the parties hereby agree as follows:

     1. AIM hereby agrees to provide, or arrange for the provision of the
services of a principal financial officer of the Trust (including related office
space, facilities and equipment) whose normal duties consist of maintaining the
financial accounts and books and records of the Trust and the Portfolios,
including daily net asset value calculations and the preparation of tax returns;
and the services (including related office space, facilities and equipment) of
any of the personnel operating under the direction of such principal financial
officer.

     2. The services provided hereunder shall at all times be subject to the
direction and supervision of the Trust's Board of Trustees.

     3. As full compensation for the services performed and the facilities
furnished by or at the direction of AIM, the Portfolios shall pay AIM such fees
as are determined in accordance with the methodologies established from time to
time by the Trust's Board of Trustees. Such amounts shall be paid to AIM on a
quarterly basis.

     4. AIM shall not be liable for any error of judgment or for any loss
suffered by the Trust or the Portfolios in connection with any matter to which
this Agreement relates, except a loss resulting from AIM's willful misfeasance,
bad faith or gross negligence in the performance of its duties or from reckless
disregard of its obligations and duties under this Agreement.

     5. The Trust and AIM each hereby represent and warrant, but only as to
themselves, that each has all requisite authority to enter into, execute,
deliver and perform its obligations under this Agreement and that this Agreement
is legal, valid and binding, and enforceable in accordance with its terms.



<PAGE>   2


     6. Nothing in this Agreement shall limit or restrict the rights of any
trustee, officer or employee of AIM who may also be a trustee, officer or
employee of the Trust to engage in any other business or to devote his time and
attention in part to the management or other aspects of any business, whether of
a similar or a dissimilar nature, nor limit or restrict the right of AIM to
engage in any other business or to render services of any kind to any other
corporation, firm, individual or association.

     7. This Agreement shall continue in effect until June 30, 2001 and shall
continue in effect from year to year thereafter; provided that such continuance
is specifically approved at least annually:

          (a) (i) by the Trust's Board of Trustees or (ii) by the vote of a
     majority of the outstanding voting securities of the Trust (as defined in
     Section 2(a)(42) of the 1940 Act); and

          (b) by the affirmative vote of a majority of the Trust's Trustees who
     are not parties to this Agreement or interested persons of a party to this
     Agreement, by votes cast in person at a meeting specifically called for
     such purpose.

     This Agreement shall terminate automatically in the event of its assignment
(as defined in Section 2(a)(4) of the 1940 Act) or, with respect to one or more
Portfolios in the event of termination of the Investment Management and
Administration Contract relating to such Portfolio(s) between the Trust and AIM.

     8. This Agreement may be amended or modified, but only by a written
instrument signed by both the Trust and AIM.

     9. Any notice or other communication required to be given pursuant to this
Agreement shall be deemed duly given if delivered or mailed by registered mail,
postage prepaid, (a) to AIM at Eleven Greenway Plaza, Suite 100, Houston, Texas
77046, Attention: President, with a copy to the General Counsel, or (b) to the
Trust at Eleven Greenway Plaza, Suite 100, Houston, Texas 77046, Attention:
President, with a copy to the General Counsel.

     10. Notice is hereby given that this Agreement is being executed by the
Trust by a duly authorized officer thereof acting as such and not individually.
The obligations of this Agreement are not binding upon any of the Trustees,
officers, shareholders or the investment advisor of the Trust individually but
are binding only upon the assets and property belonging to the Trust, on its own
behalf or on behalf of a Portfolio, for the benefit of which the Trustees or
officers have caused this Agreement to be executed.

     11. This Agreement contains the entire agreement between the parties hereto
and supersedes all prior agreements, understandings and arrangements with
respect to the subject matter hereof.

     12. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas.




<PAGE>   3


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

                                                 A I M ADVISORS, INC.



Attest: /s/ STEPHEN I. WINER                     By: /s/ ROBERT H. GRAHAM
        -------------------------                    ---------------------------
        Assistant Secretary                          President


(SEAL)


                                                 AIM INVESTMENT FUNDS


Attest:  /s/ OFELIA M. MAYO                      By: /s/ ROBERT H. GRAHAM
         ------------------------                    ---------------------------
         Assistant Secretary                         President

(SEAL)





<PAGE>   4




                              AIM INVESTMENT FUNDS

               APPENDIX A TO MASTER ACCOUNTING SERVICES AGREEMENT

                                  JULY 1, 1999

AIM Global Health Care Fund
AIM Global Telecommunications and Technology 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 Developing Markets Fund
AIM Global Government Income Fund
AIM Strategic Income Fund
AIM Emerging Markets Debt Fund
AIM Global Growth & Income Fund






<PAGE>   1
                                                                   EXHIBIT(h)(6)

                             MEMORANDUM OF AGREEMENT

         This Memorandum of Agreement is entered into as of this 1st day of
March, 1999 between AIM Investment Funds (the "Company"), on behalf of the funds
listed on Exhibit "A" to this Memorandum of Agreement (the "Funds"), and AIM
Advisors, Inc. ("AIM").

         For and in consideration of the mutual terms and agreements set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Company and AIM agree as follows:

         The Company and AIM agree until the date set forth on the attached
Exhibit "A" that AIM will waive its fees or reimburse expenses to the extent
that the expenses (excluding interest, taxes, brokerage commissions and
extraordinary expenses) of a class of a Fund exceed the rate set forth on
Exhibit "A" of the average daily net assets allocable to such class. Neither the
Company nor AIM may remove or amend the expense limitations to the Company's
detriment prior to the date set forth on Exhibit "A." AIM will not have any
right to reimbursement of any amount so waived or reimbursed.

         The Company and AIM agree to review the then-current expense
limitations for each class of each Fund listed on Exhibit "A" on a date prior to
the date listed on that Exhibit to determine whether such limitations should be
amended, continued or terminated. Unless the Company, by vote of its Board of
Trustees, or AIM terminates the limitations, or the Company and AIM are unable
to reach an agreement on the amount of the limitations to which the Company and
AIM desire to be bound, the limitations will continue for additional one-year
terms at the rate to which the Company and AIM mutually agree. Exhibit "A" will
be amended to reflect that rate and the new date through which the Company and
AIM agree to be bound.

         It is expressly agreed that the obligations of the Company hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Company personally, but shall only bind the assets
and property of the Funds, as provided in the Company's Agreement and
Declaration of Trust. The execution and delivery of this Memorandum of Agreement
have been authorized by the Trustees of the Company, and this Memorandum of
Agreement has been executed and delivered by an authorized officer of the
Company acting as such; neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by any
of them individually or to impose any liability on any of them personally, but
shall bind only the assets and property of the Funds, as provided in the
Company's Agreement and Declaration of Trust.

         IN WITNESS WHEREOF, the Company and AIM have entered into this
Memorandum of Agreement as of the date first above written.

                               AIM Investment Funds,
                               on behalf of each Fund listed in Exhibit "A"
                               to this Memorandum of Agreement

                               By:    /s/ ROBERT H. GRAHAM
                                      ---------------------------------------
                               Title: President

                               A I M Advisors, Inc.

                               By:    /s/ ROBERT H. GRAHAM
                                      ---------------------------------------
                               Title: President
<PAGE>   2
                                   EXHIBIT "A"
                                   -----------

                              AIM INVESTMENT FUNDS

<TABLE>
<CAPTION>
AIM DEVELOPING MARKETS FUND
         CLASS                              EXPENSE CAP                FIRST POTENTIAL TERMINATION DATE
         -----                              -----------                --------------------------------
<S>                                         <C>                                   <C>
         A Class                            2.00%                                 June 30, 2000
         B Class                            2.50%                                 June 30, 2000
         C Class                            2.50%                                 June 30, 2000
         Advisor Class                      1.50%                                 June 30, 2000
</TABLE>
<TABLE>
<CAPTION>
AIM EMERGING MARKETS DEBT FUND
         CLASS                              EXPENSE CAP                FIRST POTENTIAL TERMINATION DATE
         -----                              -----------                --------------------------------
<S>                                         <C>                                   <C>
         A Class                            1.75%                                 June 30, 2000
         B Class                            2.40%                                 June 30, 2000
         C Class                            2.40%                                 June 30, 2000
         Advisor Class                      1.40%                                 June 30, 2000
</TABLE>
<TABLE>
<CAPTION>
AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
         CLASS                              EXPENSE CAP                FIRST POTENTIAL TERMINATION DATE
         -----                              -----------                --------------------------------
<S>                                         <C>                                   <C>
         A Class                            2.00%                                 June 30, 2000
         B Class                            2.50%                                 June 30, 2000
         C Class                            2.50%                                 June 30, 2000
         Advisor Class                      1.50%                                 June 30, 2000
</TABLE>
<TABLE>
<CAPTION>
AIM GLOBAL FINANCIAL SERVICES FUND
         CLASS                              EXPENSE CAP                FIRST POTENTIAL TERMINATION DATE
         -----                              -----------                --------------------------------
<S>                                         <C>                                   <C>
         A Class                            2.00%                                 June 30, 2000
         B Class                            2.50%                                 June 30, 2000
         C Class                            2.50%                                 June 30, 2000
         Advisor Class                      1.50%                                 June 30, 2000
</TABLE>
<TABLE>
<CAPTION>
AIM GLOBAL GOVERNMENT INCOME FUND
         CLASS                              EXPENSE CAP                FIRST POTENTIAL TERMINATION DATE
         -----                              -----------                --------------------------------
<S>                                         <C>                                   <C>
         A Class                            1.75%                                 June 30, 2000
         B Class                            2.40%                                 June 30, 2000
         C Class                            2.40%                                 June 30, 2000
         Advisor Class                      1.40%                                 June 30, 2000
</TABLE>
<TABLE>
<CAPTION>
AIM GLOBAL GROWTH & INCOME FUND
         CLASS                              EXPENSE CAP                FIRST POTENTIAL TERMINATION DATE
         -----                              -----------                --------------------------------
<S>                                         <C>                                   <C>
         A Class                            1.75%                                 June 30, 2000
         B Class                            2.40%                                 June 30, 2000
         C Class                            2.40%                                 June 30, 2000
         Advisor Class                      1.40%                                 June 30, 2000
</TABLE>


<PAGE>   3

<TABLE>
<CAPTION>
AIM GLOBAL HEALTH CARE FUND
         CLASS                              EXPENSE CAP                FIRST POTENTIAL TERMINATION DATE
         -----                              -----------                --------------------------------
<S>                                         <C>                                   <C>
         A Class                            2.00%                                 June 30, 2000
         B Class                            2.50%                                 June 30, 2000
         C Class                            2.50%                                 June 30, 2000
         Advisor Class                      1.50%                                 June 30, 2000
</TABLE>
<TABLE>
<CAPTION>
AIM GLOBAL INFRASTRUCTURE FUND
         CLASS                              EXPENSE CAP                FIRST POTENTIAL TERMINATION DATE
         -----                              -----------                --------------------------------
 <S>                                         <C>                                   <C>
         A Class                            2.00%                                 June 30, 2000
         B Class                            2.50%                                 June 30, 2000
         C Class                            2.50%                                 June 30, 2000
         Advisor Class                      1.50%                                 June 30, 2000
</TABLE>
<TABLE>
<CAPTION>
AIM GLOBAL RESOURCES FUND
         CLASS                              EXPENSE CAP                FIRST POTENTIAL TERMINATION DATE
         -----                              -----------                --------------------------------
<S>                                         <C>                                   <C>
         A Class                            2.00%                                 June 30, 2000
         B Class                            2.50%                                 June 30, 2000
         C Class                            2.50%                                 June 30, 2000
         Advisor Class                      1.50%                                 June 30, 2000
</TABLE>
<TABLE>
<CAPTION>
AIM GLOBAL TELECOMMUNICATIONS FUND
         CLASS                              EXPENSE CAP                FIRST POTENTIAL TERMINATION DATE
         -----                              -----------                --------------------------------
<S>                                         <C>                                   <C>
         A Class                            2.00%                                 June 30, 2000
         B Class                            2.50%                                 June 30, 2000
         C Class                            2.50%                                 June 30, 2000
         Advisor Class                      1.50%                                 June 30, 2000
</TABLE>
<TABLE>
<CAPTION>
AIM LATIN AMERICAN GROWTH FUND
         CLASS                              EXPENSE CAP                FIRST POTENTIAL TERMINATION DATE
         -----                              -----------                --------------------------------
<S>                                         <C>                                   <C>
         A Class                            2.00%                                 June 30, 2000
         B Class                            2.50%                                 June 30, 2000
         C Class                            2.50%                                 June 30, 2000
         Advisor Class                      1.50%                                 June 30, 2000
</TABLE>
<TABLE>
<CAPTION>
AIM STRATEGIC INCOME FUND
         CLASS                              EXPENSE CAP                FIRST POTENTIAL TERMINATION DATE
         -----                              -----------                --------------------------------
<S>                                         <C>                                   <C>
         A Class                            1.75%                                 June 30, 2000
         B Class                            2.40%                                 June 30, 2000
         C Class                            2.40%                                 June 30, 2000
         Advisor Class                      1.40%                                 June 30, 2000
</TABLE>


Dated:   March 1, 1999

<PAGE>   1


                                                                  EXHIBIT (h)(7)

                              AMENDED AND RESTATED
                             MEMORANDUM OF AGREEMENT



         This Memorandum of Agreement is entered into as of this 4th day of
February, 2000 between AIM Investment Funds (the "Company"), on behalf of the
funds listed on Exhibit "A" to this Memorandum of Agreement (the "Funds"), and
A I M Advisors, Inc. ("AIM").

         WHEREAS, the Company and AIM have previously entered into a Memorandum
of Agreement with respect to the Funds listed on Exhibit A dated as of March 1,
1999; and

         WHEREAS, the Company and AIM desire to amend and restate such agreement
in order to reduce the expense cap for the AIM Strategic Income Fund.

         For and in consideration of the mutual terms and agreements set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Company and AIM agree as follows:

         The Company and AIM agree until the date set forth on the attached
Exhibit "A" that AIM will waive its fees or reimburse expenses to the extent
that the expenses (excluding interest, taxes, brokerage commissions and
extraordinary expenses) of a class of a Fund exceed the rate set forth on
Exhibit "A" of the average daily net assets allocable to such class. Neither the
Company nor AIM may remove or amend the expense limitations to the Company's
detriment prior to the date set forth on Exhibit "A." AIM will not have any
right to reimbursement of any amount so waived or reimbursed.

         The Company and AIM agree to review the then-current expense
limitations for each class of each Fund listed on Exhibit "A" on a date prior to
the date listed on that Exhibit to determine whether such limitations should be
amended, continued or terminated. Unless the Company, by vote of its Board of
Trustees, or AIM terminates the limitations, or the Company and AIM are unable
to reach an agreement on the amount of the limitations to which the Company and
AIM desire to be bound, the limitations will continue for additional one-year
terms at the rate to which the Company and AIM mutually agree. Exhibit "A" will
be amended to reflect that rate and the new date through which the Company and
AIM agree to be bound.

         It is expressly agreed that the obligations of the Company hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Company personally, but shall only bind the assets
and property of the Funds, as provided in the Company's Agreement and
Declaration of Trust. The execution and delivery of this Memorandum of Agreement
have been authorized by the Trustees of the Company, and this Memorandum of
Agreement has been executed and delivered by an authorized officer of the
Company acting as such; neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by any
of them individually or to impose any liability on any of them personally, but
shall bind only the assets and property of the Funds, as provided in the
Company's Agreement and Declaration of Trust.



<PAGE>   2


         IN WITNESS WHEREOF, the Company and AIM have entered into this
Memorandum of Agreement as of the date first above written.

                                  AIM Investment Funds,
                                  on behalf of each Fund listed in Exhibit "A"
                                  to this Memorandum of Agreement

                                  By:    /s/ ROBERT H. GRAHAM
                                         ---------------------------------------
                                  Title: President
                                         ---------------------------------------

                                  A I M Advisors, Inc.

                                  By:    /s/ ROBERT H. GRAHAM
                                         ---------------------------------------
                                  Title: President
                                         ---------------------------------------



<PAGE>   3


                                   EXHIBIT "A"
                                   -----------

                              AIM INVESTMENT FUNDS


<TABLE>
<CAPTION>
AIM DEVELOPING MARKETS FUND
         CLASS                       EXPENSE CAP  FIRST POTENTIAL TERMINATION DATE
         -----                       -----------  --------------------------------
<S>                                  <C>          <C>
A Class                                2.00%            June 30, 2000
B Class                                2.50%            June 30, 2000
C Class                                2.50%            June 30, 2000
Advisor Class                          1.50%            June 30, 2000
</TABLE>

<TABLE>
<CAPTION>
AIM EMERGING MARKETS DEBT FUND
         CLASS                       EXPENSE CAP  FIRST POTENTIAL TERMINATION DATE
         -----                       -----------  --------------------------------
<S>                                  <C>          <C>
A Class                                1.75%            June 30, 2000
B Class                                2.40%            June 30, 2000
C Class                                2.40%            June 30, 2000
Advisor Class                          1.40%            June 30, 2000
</TABLE>

<TABLE>
<CAPTION>
AIM GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
         CLASS                       EXPENSE CAP  FIRST POTENTIAL TERMINATION DATE
         -----                       -----------  --------------------------------
<S>                                  <C>          <C>
A Class                                2.00%            June 30, 2000
B Class                                2.50%            June 30, 2000
C Class                                2.50%            June 30, 2000
Advisor Class                          1.50%            June 30, 2000
</TABLE>

<TABLE>
<CAPTION>
AIM GLOBAL FINANCIAL SERVICES FUND
         CLASS                       EXPENSE CAP  FIRST POTENTIAL TERMINATION DATE
         -----                       -----------  --------------------------------
<S>                                  <C>          <C>
A Class                                2.00%            June 30, 2000
B Class                                2.50%            June 30, 2000
C Class                                2.50%            June 30, 2000
Advisor Class                          1.50%            June 30, 2000
</TABLE>

<TABLE>
<CAPTION>
AIM GLOBAL GOVERNMENT INCOME FUND
         CLASS                       EXPENSE CAP  FIRST POTENTIAL TERMINATION DATE
         -----                       -----------  --------------------------------
<S>                                  <C>          <C>
A Class                                1.75%            June 30, 2000
B Class                                2.40%            June 30, 2000
C Class                                2.40%            June 30, 2000
Advisor Class                          1.40%            June 30, 2000
</TABLE>

<TABLE>
<CAPTION>
AIM GLOBAL GROWTH & INCOME FUND
         CLASS                       EXPENSE CAP  FIRST POTENTIAL TERMINATION DATE
         -----                       -----------  --------------------------------
<S>                                  <C>          <C>
A Class                                1.75%            June 30, 2000
B Class                                2.40%            June 30, 2000
C Class                                2.40%            June 30, 2000
Advisor Class                          1.40%            June 30, 2000
</TABLE>



<PAGE>   4


<TABLE>
<CAPTION>
AIM GLOBAL HEALTH CARE FUND
         CLASS                       EXPENSE CAP  FIRST POTENTIAL TERMINATION DATE
         -----                       -----------  --------------------------------
<S>                                  <C>          <C>
A Class                                2.00%            June 30, 2000
B Class                                2.50%            June 30, 2000
C Class                                2.50%            June 30, 2000
Advisor Class                          1.50%            June 30, 2000
</TABLE>

<TABLE>
<CAPTION>
AIM GLOBAL INFRASTRUCTURE FUND
         CLASS                       EXPENSE CAP  FIRST POTENTIAL TERMINATION DATE
         -----                       -----------  --------------------------------
<S>                                  <C>          <C>
A Class                                2.00%            June 30, 2000
B Class                                2.50%            June 30, 2000
C Class                                2.50%            June 30, 2000
Advisor Class                          1.50%            June 30, 2000
</TABLE>

<TABLE>
<CAPTION>
AIM GLOBAL RESOURCES FUND
         CLASS                       EXPENSE CAP  FIRST POTENTIAL TERMINATION DATE
         -----                       -----------  --------------------------------
<S>                                  <C>          <C>
A Class                                2.00%            June 30, 2000
B Class                                2.50%            June 30, 2000
C Class                                2.50%            June 30, 2000
Advisor Class                          1.50%            June 30, 2000
</TABLE>

<TABLE>
<CAPTION>
AIM GLOBAL TELECOMMUNICATIONS FUND
         CLASS                       EXPENSE CAP  FIRST POTENTIAL TERMINATION DATE
         -----                       -----------  --------------------------------
<S>                                  <C>          <C>
A Class                                2.00%            June 30, 2000
B Class                                2.50%            June 30, 2000
C Class                                2.50%            June 30, 2000
Advisor Class                          1.50%            June 30, 2000
</TABLE>

<TABLE>
<CAPTION>
AIM LATIN AMERICAN GROWTH FUND
         CLASS                       EXPENSE CAP  FIRST POTENTIAL TERMINATION DATE
         -----                       -----------  --------------------------------
<S>                                  <C>          <C>
A Class                                2.00%            June 30, 2000
B Class                                2.50%            June 30, 2000
C Class                                2.50%            June 30, 2000
Advisor Class                          1.50%            June 30, 2000
</TABLE>

<TABLE>
<CAPTION>
AIM STRATEGIC INCOME FUND
         CLASS                       EXPENSE CAP  FIRST POTENTIAL TERMINATION DATE
         -----                       -----------  --------------------------------
<S>                                  <C>          <C>
A Class                                1.05%            June 30, 2000
B Class                                1.70%            June 30, 2000
C Class                                1.70%            June 30, 2000
Advisor Class                          0.70%            June 30, 2000
</TABLE>




Dated:   February 4, 2000




<PAGE>   1
                                                                  EXHIBIT (i)(1)



                           KIRKPATRICK & LOCKHART LLP
                         1800 MASSACHUSETTS AVENUE, N.W.
                                    2ND FLOOR
                           WASHINGTON, D.C. 20036-1800
                             TELEPHONE 202-778-9000

                                February 18, 2000

AIM Investment Funds
11 Greenway Plaza
Suite 100
Houston, Texas  77046

Ladies and Gentlemen:

         We have acted as counsel to AIM Investment Funds, a Delaware business
trust (the "Trust"), in connection with Post-Effective Amendment No. 58 ("PEA")
to the Trust's Registration Statement on Form N-1A (File No. 33-19338) relating
to the issuance and sale of Shares of the Trust. You have requested our opinion
with respect to the matters set forth below.

         In this opinion letter, the term "Shares" refers to the Class A, Class
B, and Class C shares of beneficial interest in each series of the Trust listed
in Schedule A attached to this opinion letter (each, a "Portfolio"), that may be
issued during the time that the PEA is effective and has not been superseded by
another post-effective amendment.

         In connection with rendering the opinions set forth below, we have
examined copies, believed by us to be genuine, of the Trust's Agreement and
Declaration of Trust dated as of May 7, 1998 (the "Agreement"), and Bylaws, and
any amendments thereto, and such other documents relating to its organization
and operation as we have deemed relevant to our opinions, as set forth herein.
With respect to matters governed by the laws of the State of Delaware (excluding
the securities laws thereof), we have relied solely on the opinion letter of
Potter Anderson & Corroon LLP, special Delaware counsel to the Trust, an
executed copy of which is appended hereto as Exhibit A.

         The opinions set forth in this letter are limited to the laws and facts
in existence on the date hereof, and are further limited to the laws (other than
laws relating to choice of law) of the State of Delaware that in our experience
are normally applicable to the issuance of shares of beneficial interest by
business trusts and to the Securities Act of 1933, as amended (the "1933 Act"),
the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules
and regulations of the Securities and Exchange Commission (the "SEC")
thereunder.

         Based on and subject to the foregoing, and the additional
qualifications and other matters set forth below, it is our opinion that as of
the date hereof the Shares, when sold in accordance with the terms contemplated
by the PEA, including receipt by the Trust of full payment for the Shares and
compliance with the 1933 Act and 1940 Act, will have been validly issued and
will be fully paid and non-assessable.


<PAGE>   2
AIM Investment Funds
February 18, 2000
Page 2



         We are furnishing this opinion letter to you solely in connection with
the issuance of the Shares. You may not rely on this opinion letter in any other
connection, and it may not be furnished to or relied upon by any other person
for any purpose, without specific prior written consent.

         The foregoing opinions are rendered as of the date of this letter,
except as otherwise indicated. We assume no obligation to update or supplement
our opinions to reflect any changes of law or fact that may occur.

         We hereby consent to this opinion letter accompanying the PEA when it
is filed with the SEC and to the reference to our firm in the statements of
additional information that are being filed as part of such PEA.



                                   Very truly yours,

                                   /s/ KIRKPATRICK & LOCKHART LLP
                                   ------------------------------

                                   KIRKPATRICK & LOCKHART LLP






<PAGE>   3



                                   SCHEDULE A

                              AIM INVESTMENT FUNDS
                           AIM Developing Markets Fund
                         AIM Global Growth & Income Fund
                         AIM Latin American Growth Fund
                 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 and Technology Fund
                        AIM Global Government Income Fund
                         AIM Emerging Markets Debt Fund
                            AIM Strategic Income Fund






<PAGE>   1
                                                                   EXHIBIT i(2)

                    [POTTER ANDERSON & CORROON LLP LETTERHEAD]


                               February 18, 2000




Kirkpatrick & Lockhart LLP
1800 Massachusetts Ave., NW
2nd Floor
Washington, DC  20036

           Re:       AIM Investment Funds

Ladies and Gentlemen:

                     We have acted as special Delaware counsel for AIM
Investment Funds, a Delaware business trust (the "Trust"), in connection with
the proposed issuance of shares (collectively, the "Shares") of Class A, Class
B, and Class C (collectively, the "Classes") in each series of the Trust
referred to in Schedule A attached hereto (each, a "Portfolio"). Initially
capitalized terms used herein and not otherwise defined are used herein as
defined in that certain Agreement and Declaration of Trust dated as of May 7,
1998, entered into among William J. Guilfoyle, C. Derek Anderson, Frank S.
Bayley, Arthur C. Patterson, and Ruth H. Quigley, as Trustees, and the
Shareholders of the Trust, (the "Original Declaration").

                     For purposes of giving the opinions hereinafter set forth,
we have examined only the following documents and have conducted no independent
factual investigation of our own:

           1.        The Certificate of Trust for the Trust, dated as of May 7,
1998, as filed in the Office of the Secretary of State of the State of Delaware
(the "Secretary of State") on May 7, 1998;

           2.        The Original Declaration;

           3.        The First Amendment to the Original Declaration dated as
of September 8, 1998 (the "First Amendment");

           4.        The Second Amendment to the Original Declaration dated as
of December 10, 1998 (the "Second Amendment");

<PAGE>   2
Kirkpatrick & Lockhart LLP
February 18, 2000
Page 2

           5.        The Third Amendment to the Original Declaration dated as
of February 4, 1999 (the "Third Amendment");

           6.        The Fourth Amendment to the Original Declaration dated as
of February 14, 1999 (the "Fourth Amendment");

           7.        The Fifth Amendment to the Original Declaration dated as
of February 11, 2000 (the "Fifth Amendment", together with the Original
Declaration, the First Amendment, the Second Amendment, the Third Amendment,
and the Fourth Amendment collectively, the "Declaration");

           8.        Schedule A to the Declaration as in effect on the date
hereof;

           9.        The By-laws of the Trust as in effect on the date hereof;

           10.       Resolutions of the Trustees as in effect on the date
hereof designating and eliminating, as the case may be, Classes and approving
the issuance of the Shares (collectively, the "Share Resolutions");

           11.       Resolutions of the Trustees (the "18f-3 Resolutions" and,
together with the Share Resolutions, the "Resolutions") adopting that certain
plan pursuant to Rule 18f-3 under the Investment Company Act of 1940 (the
"18f-3 Plan");

           12.       A Certificate of the Secretary of the Trust dated as of
February 18, 2000 certifying as to the organizational documents of the Trust,
certain authorizing resolutions, the Resolutions, and the signatures of the
Trust's officers (the "Officer's Certificate");

           13.       A Certificate of Good Standing for the Trust, dated
February 18, 2000 obtained from the Secretary of State; and

           14.       The Post-Effective Amendment No. 58 (the "PEA") to
registration statement on Form N-1A (the "Form N-1A") as filed with the
Securities and Exchange Commission on or about February 23, 2000, pursuant to
the Securities Act of 1933, as amended, covering the Shares (the PEA together
with the Form N-1A, the "Registration Statement").

                     As to certain facts material to the opinions expressed
herein, we have relied upon the representations and warranties contained in the
documents examined by us.

                     Based upon the foregoing, and upon an examination of such
questions of law of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
<PAGE>   3
Kirkpatrick & Lockhart LLP
February 18, 2000
Page 3


            1.       The Trust has been duly created and is validly existing
in good standing as a business trust under the Delaware Act.

            2.       Each Portfolio has been duly created and is validly
existing as a series under Section 3804 of the Delaware Act.

            3.       The Declaration constitutes the legal, valid and binding
obligation of the Trustees, enforceable against the Trustees, in accordance
with its terms.

            4.       Subject to the other qualifications set forth herein
(including, without limitation, paragraph 5 below), the Shares have been duly
authorized and when the Shares shall have been otherwise issued and sold in
accordance with the Declaration, the Resolutions, the 18f-3 Plan, and the
By-laws, such Shares will be validly issued, fully paid, and non-assessable
undivided beneficial interests in the assets of the respective Portfolios of
which such Shares form a part, as the case may be.

            5.       When and if the actions referred to in paragraph 4 have
occurred, the holders of the Shares as beneficial owners of the Shares will be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware, except that such holders of Shares may be obligated
to provide indemnity and/or security in connection with the issuance of
replacement certificates for lost or destroyed certificates, if any,
representing such Shares, if such holders request certificates in accordance
with the By-laws and such certificates are lost.

                     In addition to the assumptions and qualifications set
forth above, all of the foregoing opinions contained herein are subject to the
following assumptions, qualifications, limitations and exceptions:

                     a.     The foregoing opinions are limited to the laws of
the State of Delaware presently in effect, excluding the securities laws
thereof. We have not considered and express no opinion on the laws of any other
jurisdiction, including, without limitation, federal laws and rules and
regulations relating thereto.

                     b.     We have assumed the legal capacity of any natural
persons who are parties to any of the documents examined by us.

                     c.     The foregoing opinion regarding the enforceability
of the Declaration is subject to (i) applicable bankruptcy, insolvency,
moratorium, fraudulent conveyance, fraudulent transfer and similar laws
relating to or affecting creditors rights generally including, without
limitation, the Delaware Uniform Fraudulent Conveyance Act, the provisions of
the United States Bankruptcy Code and the Delaware insolvency statutes, (ii)
principles of equity including, without limitation, concepts of materiality,
good faith, fair

<PAGE>   4
Kirkpatrick & Lockhart LLP
February 18, 2000
Page 4

dealing, conscionability and reasonableness (regardless of whether such
enforceability is considered in a proceeding in equity or at law), (iii)
applicable law relating to fiduciary duties, and (iv) public policy limitations
with respect to exculpation, contribution and indemnity provisions.

                     d.     We have assumed that all signatures on documents
examined by us are genuine, that all documents submitted to us as originals are
authentic and that all documents submitted to us as copies conform with the
originals.

                     e.     We have assumed that the Declaration, the By-laws,
the Resolutions and the 18f-3 Plan, collectively, constitute the entire
agreement with respect to the subject matter thereof, including (i) with
respect to the creation, dissolution and winding up of the Trust and each
Portfolio, (ii) the terms applicable to the Shares, and (iii) the power and
authority of the Trustees.

                     f.     We have assumed that to the extent any additional
rights and/or preferences are stated in the 18f-3 Plan, such additional rights
and/or preferences (x) are enforceable in accordance with their terms, and (y)
do not conflict with the Certificate of Trust, the Declaration, the By-laws, or
any statute, rule or regulation applicable to the Trust or any Portfolio.

                     g.     We have assumed that no event set forth in Section
9.3(a) of the Declaration has occurred with respect to the Trust or any
Portfolio.

                     h.     Notwithstanding any provision in the Declaration to
the contrary, we note that upon the occurrence of an event set forth in Section
9.3(a) thereof, with respect to the Trust or a Portfolio, as the case may be,
the Trust or such Portfolio, as applicable, cannot make any payments or
distributions to the Shareholders thereof until their respective creditors'
claims are either paid in full or reasonable provision for payment thereof has
been made.

                     i.     With respect to the enforceability of any provision
of the Declaration wherein the parties provide for the appointment of a
liquidator, we note that upon the application of any beneficial owner, the
Delaware Court of Chancery has the power, upon cause shown, to wind up the
affairs of a Delaware business trust or Portfolio thereof and in connection
therewith to appoint a liquidating trustee other than the one agreed to by the
beneficial owners thereof.

                     j.     We have assumed that none of the By-laws, the
Resolutions, or the 18f-3 Plan has been amended, modified, or revoked in any
manner from the date of its adoption, and that each of the By-laws, the
Resolutions, and the 18f-3 Plan remains in full force and effect on the date
hereof.

<PAGE>   5
Kirkpatrick & Lockhart LLP
February 18, 2000
Page 5

                     k.     We have assumed that the Trust maintains separate
and distinct records for each Portfolio and that the Trust and the Trustees
hold and account for the assets belonging to each such Portfolio separately
from the other assets of any other Portfolio and the assets of the Trust
generally, if any.

                     l.     We note that we do not assume responsibility for
the contents of the Registration Statement.

                     This opinion is rendered solely for your benefit in
connection with the matters set forth herein and, without our prior written
consent, may not be furnished (except that it may be furnished to any federal,
state or local regulatory agencies or regulators having appropriate
jurisdiction and entitled to such disclosure) or quoted to, or relied upon by,
any other person or entity for any purpose. AIM Investment Funds may rely on
this opinion with respect to the matters set forth herein in connection with
its opinion being delivered on even date herewith.

                     We consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement.
In giving the foregoing consent, we do not thereby admit that we come within
the category of Persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.

                                     Very truly yours,


                                     /s/ POTTER ANERSON & CORROON LLP


                                     Potter Anderson & Corroon LLP

406967

<PAGE>   6
                                   SCHEDULE A


                          Class A, Class B and Class C
                          ----------------------------

                          AIM Developing Markets Fund
                          AIM Global Growth & Income Fund
                          AIM Latin American Growth Fund
                          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 and
                          Technology Fund
                          AIM Global Government Income Fund
                          AIM Emerging Markets Debt Fund
                          AIM Strategic Income Fund










<PAGE>   1
                                                                  EXHIBIT (j)(1)


                       CONSENT OF INDEPENDENT ACCOUNTANTS


To the Trustees of AIM Investment Funds:

         RE:      AIM Global Government Income Fund
                  AIM Emerging Markets Debt Fund
                  AIM Strategic Income Fund
                  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 and Technology Fund
                  AIM Developing Markets Fund
                  AIM Latin American Growth Fund
                  AIM Global Growth & Income Fund
                  (hereinafter referred to as "the Funds")

We consent to the inclusion in Post-Effective Amendment No. 58 to the
Registration Statement on Form N-1A, under the Securities Act of 1933, as
amended, and amendment No. 59 to the Registration Statement under the Investment
Company Act of 1940, as amended, of AIM Investment Funds: (the "Funds"), of our
reports dated December 23, 1999, on our audits of the financial statements and
financial highlights of the Funds, which reports are included in the Annual
Report to Shareholders for the periods stated therein, which is also included in
this Registration Statement. We also consent to the reference to our Firm under
the captions "Financial Highlights" in the prospectus and "Independent
Accountants" in the Statement of Additional Information.




/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP


Boston, Massachusetts
February 21, 2000

<PAGE>   1

                                                               EXHIBIT (m)(2)(a)

                            MASTER DISTRIBUTION PLAN
                                       OF
                              AIM INVESTMENT FUNDS

                          (CLASS A AND CLASS C SHARES)


     SECTION 1. AIM Investment Funds (the "Fund") on behalf of the series of the
Shares of beneficial interest set forth in Appendix A attached hereto (the
"Portfolios") may act as a distributor of the Class A shares and Class C shares
of such Portfolios (the "Shares") of which the Fund is the issuer, pursuant to
Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940
Act"), according to the terms of this Distribution Plan (the "Plan").

     SECTION 2. The Fund may incur pursuant to the terms of this Master
Distribution Plan expenses at the rates set forth in Appendix 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
National Association of Securities Dealers, Inc.

     SECTION 3. Amounts set forth in Appendix A 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 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, overhead, supplemental payments to dealers and
other institutions as asset-based sales charges. Amounts set forth in Appendix 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 Distributors' distribution-related services. 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. The distribution agreement with any Distributor shall provide that
the portion of the amounts set forth in Appendix A that is an asset based sales
charge with respect to Class C Shares shall be deemed to be paid for services
rendered by the Distributor or any Dealers in placing the Class C Shares, which
services are fully performed upon the settlement of each sale of a Class C Share
(or share of another portfolio from which the Class C Share derives). 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.

     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 with respect to the Shares. The
               maximum service fee paid to any service provider shall be
               twenty-five one-hundredths of one percent (0.25%) per annum of
               the average daily net assets of the Fund attributable to the
               Shares owned by the customers of such service provider.



<PAGE>   2


                    (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
               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 capacity will provide some or all of the shareholder
               services to their customers as set forth in the Pricing
               Agreements from time to time.

                    (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 from time to time.

     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 the 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 Trustees 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 immediately upon the receipt by the Fund of
both (a) the affirmative vote of a majority of the Board of Trustees of the
Fund, and (b) the affirmative vote of a majority of those trustees 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 "Dis-interested Trustees"), cast in person at
a meeting called for the purpose of voting on


                                      -2-
<PAGE>   3



this Plan or such agreements. Notwithstanding the foregoing, no such amendment
that requires the approval of the shareholders of a Class of a Fund 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 June 30, 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 Trustees and
the Board of Trustees 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 at any time by vote of a majority of
the Dis-interested Trustees, or by vote of a majority of the outstanding voting
securities of the Shares . If this Plan is terminated, the obligation of the
Fund to make payments pursuant to this Plan will also cease and the Fund will
not be required to make any payments beyond the termination date even with
respect to expenses incurred prior to the termination date.

     SECTION 10. Any agreement related to this Plan shall be made in writing,
and shall provide:

                    (a) that such agreement may be terminated at any time,
               without payment of any penalty, by vote of a majority of the
               Dis-interested Trustees or by a vote of the outstanding voting
               securities of the Fund attributable to the Shares, 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 to increase materially the amount
of distribution expenses provided for in Section 2 hereof unless such amendment
is approved in the manner provided in Section 5 hereof, and no material
amendment to the Plan shall be made unless approved in the manner provided for
in Section 6 hereof.



                                   AIM INVESTMENT FUNDS
                                   (on behalf of its Class A and Class C Shares)


Attest: /s/ NANCY L. MARTIN        By: /s/ ROBERT H. GRAHAM
        -------------------        ------------------------
            Assistant Secretary            President


Effective as of March 1, 1999



                                      -3-
<PAGE>   4



                                   APPENDIX A
                                       TO
                            MASTER DISTRIBUTION PLAN
                                       OF
                              AIM INVESTMENT FUNDS
                          (CLASS A AND CLASS C SHARES)

                               (DISTRIBUTION FEE)

          The Fund shall pay the Distributor as full compensation for all
services rendered and all facilities furnished under the Distribution Plan for
each Portfolio as designated below, a Distribution Fee* determined by applying
the annual rate set forth below as to each Portfolio (or Class A or Class C
thereof) to the average daily net assets of the Portfolio (or Class A or Class C
thereof) for the plan year, computed in a manner used for the determination of
the offering price of shares of the Portfolio (or Class A or Class C thereof).

<TABLE>
<CAPTION>
                                                                                MAXIMUM
                                                     ASSET-BASED    SERVICE    AGGREGATE
                    FUND                            SALES CHARGE      FEE     ANNUAL FEE
                    ----                            ------------    -------   ----------
<S>                                                    <C>          <C>         <C>
                Class A Shares
                --------------

AIM Developing Markets Fund                              0.25%        0.25%      0.50%
AIM Emerging Markets Debt Fund                           0.10%        0.25%      0.35%
AIM Emerging Markets Fund                                0.25%        0.25%      0.50%
AIM Global Consumer Products and Services Fund           0.25%        0.25%      0.50%
AIM Global Financial Services Fund                       0.25%        0.25%      0.50%
AIM Global Government Income Fund                        0.10%        0.25%      0.35%
AIM Global Growth & Income Fund                          0.10%        0.25%      0.35%
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 Latin American Growth Fund                           0.25%        0.25%      0.50%
AIM Strategic Income Fund                                0.10%        0.25%      0.35%

                Class C Shares
                --------------

AIM Developing Markets Fund                              0.75%        0.25%      1.00%
AIM Emerging Markets Debt Fund                           0.75%        0.25%      1.00%
AIM Global Consumer Products and Services Fund           0.75%        0.25%      1.00%
AIM Global Financial Services Fund                       0.75%        0.25%      1.00%
AIM Global Government Income Fund                        0.75%        0.25%      1.00%
AIM Global Growth & Income 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 Latin American Growth Fund                           0.75%        0.25%      1.00%
AIM Strategic Income Fund                                0.75%        0.25%      1.00%
</TABLE>

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

     * The Distribution Fee is payable apart from the sales charge, if any, as
stated in the current prospectus for the applicable Class and the applicable
Portfolio.


                                      -4-

<PAGE>   1
                                                              EXHIBIT (m)(2)(b)





                                AMENDMENT NO. 1
                            MASTER DISTRIBUTION PLAN
                                       OF
                              AIM INVESTMENT FUNDS

                          (CLASS A AND CLASS C SHARES)


         The Master Distribution Plan (the "Plan"), dated as of March 1, 1999,
pursuant to Rule 12b-1 of AIM Investment Funds, a Delaware business trust, is
hereby amended as follows:

         Appendix A of the Plan is hereby deleted in its entirety and replaced
with the following:


                                  "APPENDIX A
                                       TO
                            MASTER DISTRIBUTION PLAN
                                       OF
                              AIM INVESTMENT FUNDS
                          (CLASS A AND CLASS C SHARES)

                               (DISTRIBUTION FEE)

         The Fund shall pay the Distributor as full compensation for all
services rendered and all facilities furnished under the Distribution Plan for
each Portfolio as designated below, a Distribution Fee* determined by applying
the annual rate set forth below as to each Portfolio (or Class A or Class C
thereof) to the average daily net assets of the Portfolio (or Class A or Class
C thereof) for the plan year, computed in a manner used for the determination
of the offering price of shares of the Portfolio (or Class A or Class C
thereof).

<TABLE>
<CAPTION>
                                                                                         MAXIMUM
                                                          ASSET-BASED      SERVICE      AGGREGATE
                   FUND                                  SALES CHARGE        FEE        ANNUAL FEE
                   ----                                  ------------      -------     ------------
<S>                                                      <C>               <C>         <C>
Class A Shares
- --------------
AIM Developing Markets Fund                                  0.25%          0.25%        0.50%
AIM Emerging Markets Debt Fund                               0.10%          0.25%        0.35%
AIM Global Consumer Products and Services Fund               0.25%          0.25%        0.50%
AIM Global Financial Services Fund                           0.25%          0.25%        0.50%
AIM Global Government Income Fund                            0.10%          0.25%        0.35%
AIM Global Growth & Income Fund                              0.10%          0.25%        0.35%
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 Latin American Growth Fund                               0.25%          0.25%        0.50%
AIM Strategic Income Fund                                    0.10%          0.25%        0.35%

</TABLE>

<PAGE>   2



<TABLE>
<S>                                                          <C>         <C>           <C>
Class C Shares
- --------------

AIM Developing Markets Fund                                  0.75%       0.25%         1.00%
AIM Emerging Markets Debt Fund                               0.75%       0.25%         1.00%
AIM Global Consumer Products and Services Fund               0.75%       0.25%         1.00%
AIM Global Financial Services Fund                           0.75%       0.25%         1.00%
AIM Global Government Income Fund                            0.75%       0.25%         1.00%
AIM Global Growth & Income 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 Latin American Growth Fund                               0.75%       0.25%         1.00%
AIM Strategic Income Fund                                    0.75%       0.25%         1.00%

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

* The Distribution Fee is payable apart from the sales charge, if any, as if
stated in the current prospectus for the applicable Class and the applicable
Portfolio."



  All other terms and provisions of the Plan not amended herein shall remain
in full force and effect.



Dated: March 18, 1999




                                            AIM INVESTMENT FUNDS
                                            (on behalf of its Class A and
                                                Class C Shares)


Attest: /s/ OFELIA M. MAYO                    By: /s/ ROBERT H. GRAHAM
       -------------------------                -----------------------------
       Assistant Secretary                      President



<PAGE>   1
                                                               EXHIBIT (m)(2)(c)

                                AMENDMENT NO. 2
                            MASTER DISTRIBUTION PLAN
                                       OF
                              AIM INVESTMENT FUNDS

                          (CLASS A AND CLASS C SHARES)


         The Master Distribution Plan (the "Plan"), dated as of March 1, 1999,
pursuant to Rule 12b-1 of AIM Investment Funds, a Delaware business trust, is
hereby amended as follows:

         Appendix A of the Plan is hereby deleted in its entirety and replaced
with the following:


                                   "APPENDIX A
                                       TO
                            MASTER DISTRIBUTION PLAN
                                       OF
                              AIM INVESTMENT FUNDS
                          (CLASS A AND CLASS C SHARES)

                               (DISTRIBUTION FEE)

         The Fund shall pay the Distributor as full compensation for all
services rendered and all facilities furnished under the Distribution Plan for
each Portfolio as designated below, a Distribution Fee* determined by applying
the annual rate set forth below as to each Portfolio (or Class A or Class C
thereof) to the average daily net assets of the Portfolio (or Class A or Class C
thereof) for the plan year, computed in a manner used for the determination of
the offering price of shares of the Portfolio (or Class A or Class C thereof).


<TABLE>
<CAPTION>                                                                                                       MAXIMUM
                                                                      ASSET-BASED             SERVICE          AGGREGATE
                   FUND                                               SALES CHARGE              FEE           ANNUAL FEE
                   ----                                               ------------            -------         ----------
Class A Shares
- --------------
<S>                                                                       <C>                   <C>               <C>
AIM Developing Markets Fund                                               0.25%                 0.25%             0.50%
AIM Emerging Markets Debt Fund                                            0.10%                 0.25%             0.35%
AIM Global Consumer Products and Services Fund                            0.25%                 0.25%             0.50%
AIM Global Financial Services Fund                                        0.25%                 0.25%             0.50%
AIM Global Government Income Fund                                         0.10%                 0.25%             0.35%
AIM Global Growth & Income Fund                                           0.10%                 0.25%             0.35%
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 and Technology Fund                         0.25%                 0.25%             0.50%
AIM Latin American Growth Fund                                            0.25%                 0.25%             0.50%
AIM Strategic Income Fund                                                 0.10%                 0.25%             0.35%
</TABLE>


<PAGE>   2

<TABLE>
<CAPTION>
Class C Shares
- --------------

<S>                                                                      <C>                  <C>              <C>
AIM Developing Markets Fund                                              0.75%                0.25%            1.00%
AIM Emerging Markets Debt Fund                                           0.75%                0.25%            1.00%
AIM Global Consumer Products and Services Fund                           0.75%                0.25%            1.00%
AIM Global Financial Services Fund                                       0.75%                0.25%            1.00%
AIM Global Government Income Fund                                        0.75%                0.25%            1.00%
AIM Global Growth & Income 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 and Technology Fund                        0.75%                0.25%            1.00%
AIM Latin American Growth Fund                                           0.75%                0.25%            1.00%
AIM Strategic Income Fund                                                0.75%                0.25%            1.00%
- ---------------------
</TABLE>

*    The Distribution Fee is payable apart from the sales charge, if any, as if
     stated in the current prospectus for the applicable Class and the
     applicable Portfolio."



     All other terms and provisions of the Plan not amended herein shall remain
in full force and effect.

Dated: June 1, 1999




                                                 AIM INVESTMENT FUNDS
                                                 (on behalf of its Class A
                                                 and Class C Shares)


Attest: /s/ KATHLEEN J. PFLUEGER                 By: /s/ ROBERT H. GRAHAM
        ------------------------------               ---------------------------
        Assistant Secretary                          President


                                      -2-

<PAGE>   1
                                                                  EXHIBIT (m)(3)


                              AMENDED AND RESTATED
                            MASTER DISTRIBUTION PLAN
                                       OF
                              AIM INVESTMENT FUNDS

                          (CLASS A AND CLASS C SHARES)


     SECTION 1. AIM Investment Funds (the "Fund") on behalf of the series of the
Shares of beneficial interest set forth in Appendix A attached hereto (the
"Portfolios") may act as a distributor of the Class A shares and Class C shares
of such Portfolios (the "Shares") of which the Fund is the issuer, pursuant to
Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940
Act"), according to the terms of this Distribution Plan (the "Plan").

     SECTION 2. The Fund may incur pursuant to the terms of this Master
Distribution Plan expenses at the rates set forth in Appendix 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
National Association of Securities Dealers, Inc.

     SECTION 3. Amounts set forth in Appendix A 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 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, overhead, supplemental payments to dealers and
other institutions as asset-based sales charges. Amounts set forth in Appendix 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 Distributors' distribution-related services. 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. The distribution agreement with any Distributor shall provide that
the portion of the amounts set forth in Appendix A that is an asset based sales
charge with respect to Class C Shares shall be deemed to be paid for services
rendered by the Distributor or any Dealers in placing the Class C Shares, which
services are fully performed upon the settlement of each sale of a Class C Share
(or share of another portfolio from which the Class C Share derives). 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.

     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 with respect to the Shares. The
               maximum service fee paid to any service provider shall be
               twenty-five one-hundredths of one percent (0.25%) per annum of
               the average daily net assets of the Fund attributable to the
               Shares owned by the customers of such service provider.



<PAGE>   2


                    (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
               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 Variable Group Annuity
               Contractholder Service Agreements substantially in the form
               attached hereto as Exhibit C ("Variable Contract Agreements")
               with selected insurance companies ("Companies") offering variable
               annuity contracts to employers as funding vehicles for retirement
               plans qualified under Section 401(a) of the Internal Revenue
               Code, where amounts contributed under such plans are invested
               pursuant to such variable annuity contracts in Shares of the
               Fund. The Companies receiving payments under such Variable
               Contract Agreements will provide specialized services to
               contractholders and plan participants, as set forth in the
               Variable Contract Agreements from time to time.

                    (e) Distributors may also enter into Agency Pricing
               Agreements substantially in the form attached hereto as Exhibit D
               ("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.

                    (f) Distributors may also enter into Shareholder Service
               Agreements substantially in the form attached hereto as Exhibit E
               ("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. 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


                                      -2-
<PAGE>   3

the 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 Trustees 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 immediately upon the receipt by the Fund of
both (a) the affirmative vote of a majority of the Board of Trustees of the
Fund, and (b) the affirmative vote of a majority of those trustees 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 "Dis-interested Trustees"), 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 Fund 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 June 30, 2000 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 Trustees and
the Board of Trustees 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 at any time by vote of a majority of
the Dis-interested Trustees, or by vote of a majority of the outstanding voting
securities of the Shares . If this Plan is terminated, the obligation of the
Fund to make payments pursuant to this Plan will also cease and the Fund will
not be required to make any payments beyond the termination date even with
respect to expenses incurred prior to the termination date.

     SECTION 10. Any agreement related to this Plan shall be made in writing,
and shall provide:

                    (a) that such agreement may be terminated at any time,
               without payment of any penalty, by vote of a majority of the
               Dis-interested Trustees or by a vote of the outstanding voting
               securities of the Fund attributable to the Shares, 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 to increase materially the amount
of distribution expenses provided for in Section 2 hereof unless such amendment
is approved in the manner provided in Section 5 hereof, and no material
amendment to the Plan shall be made unless approved in the manner provided for
in Section 6 hereof.



                                      -3-
<PAGE>   4


                                   AIM INVESTMENT FUNDS
                                   (on behalf of its Class A and Class C Shares)


Attest: /s/ OFELIA M. MAYO         By: /s/ ROBERT H. GRAHAM
        -----------------------        -------------------------
            Assistant Secretary            President


Effective as of July 1, 1999



                                      -4-
<PAGE>   5
                                   APPENDIX A
                                       TO
                            MASTER DISTRIBUTION PLAN
                                       OF
                              AIM INVESTMENT FUNDS
                          (CLASS A AND CLASS C SHARES)

                               (DISTRIBUTION FEE)

        The Fund shall pay the Distributor as full compensation for all services
rendered and all facilities furnished under the Distribution Plan for each
Portfolio as designated below, a Distribution Fee* determined by applying the
annual rate set forth below as to each Portfolio (or Class A or Class C thereof)
to the average daily net assets of the Portfolio (or Class A or Class C thereof)
for the plan year, computed in a manner used for the determination of the
offering price of shares of the Portfolio (or Class A or Class C thereof).

<TABLE>
<CAPTION>
                                                                          MAXIMUM
                                                ASSET-BASED    SERVICE   AGGREGATE
                FUND                           SALES CHARGE      FEE     ANNUAL FEE
                ----                           ------------    -------   ----------

<S>                                            <C>             <C>       <C>
           Class A Shares
           --------------

AIM Developing Markets Fund                         0.25%       0.25%       0.50%
AIM Emerging Markets Debt Fund                      0.10%       0.25%       0.35%
AIM Global Consumer Products and Services Fund      0.25%       0.25%       0.50%
AIM Global Financial Services Fund                  0.25%       0.25%       0.50%
AIM Global Government Income Fund                   0.10%       0.25%       0.35%
AIM Global Growth & Income Fund                     0.10%       0.25%       0.35%
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 and Technology Fund   0.25%       0.25%       0.50%
AIM Latin American Growth Fund                      0.25%       0.25%       0.50%
AIM Strategic Income Fund                           0.10%       0.25%       0.35%

           Class C Shares
           --------------

AIM Developing Markets Fund                         0.75%       0.25%       1.00%
AIM Emerging Markets Debt Fund                      0.75%       0.25%       1.00%
AIM Global Consumer Products and Services Fund      0.75%       0.25%       1.00%
AIM Global Financial Services Fund                  0.75%       0.25%       1.00%
AIM Global Government Income Fund                   0.75%       0.25%       1.00%
AIM Global Growth & Income 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 and Technology Fund   0.75%       0.25%       1.00%
AIM Latin American Growth Fund                      0.75%       0.25%       1.00%
AIM Strategic Income Fund                           0.75%       0.25%       1.00%
</TABLE>

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

        *       The Distribution Fee is payable apart from the sales charge, if
                any, as stated in the current prospectus for the applicable
                Class and the applicable Portfolio.



                                      -5-

<PAGE>   1
                                                               EXHIBIT (m)(4)(b)



                                 AMENDMENT NO. 1
                                DISTRIBUTION PLAN
                                       OF
                              AIM INVESTMENT FUNDS
                                (CLASS B SHARES)


         The Distribution Plan (the "Plan"), dated as of September 8, 1998,
pursuant to Rule 12b-1 of AIM Investment Funds, a Delaware business trust, is
hereby amended as follows:

         Schedule A of the Plan is hereby deleted in its entirety and replaced
with the following:



                                   "SCHEDULE A
                                       TO
                                DISTRIBUTION PLAN
                                       OF
                              AIM INVESTMENT FUNDS

<TABLE>
<CAPTION>

                                                            MAXIMUM               MAXIMUM            MAXIMUM
                                                          ASSET-BASED             SERVICE           AGGREGATE
                                                         SALES CHARGE              FEE                 FEE
                                                         ------------             -------           ---------
Class B Shares
- --------------
<S>                                                          <C>                   <C>                <C>
AIM Developing Markets Fund                                  0.75%                 0.25%              1.00%
AIM Emerging Markets Debt Fund                               0.75%                 0.25%              1.00%
AIM Global Consumer Products and Services Fund               0.75%                 0.25%              1.00%
AIM Global Financial Services Fund                           0.75%                 0.25%              1.00%
AIM Global Government Income Fund                            0.75%                 0.25%              1.00%
AIM Global Growth & Income 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 Latin American Growth Fund                               0.75%                 0.25%              1.00%
AIM Strategic Income Fund                                    0.75%                 0.25%              1.00%"
</TABLE>


          All other terms and provisions of the Plan not amended herein shall
remain in full force and effect

Dated: March 18, 1999

                                               AIM INVESTMENT FUNDS
                                               (on behalf of its Class B Shares)


Attest: /s/ OFELIA M. MAYO                     By: /s/ ROBERT H. GRAHAM
       ------------------------------             ------------------------------
       Assistant Secretary                              President

<PAGE>   1
                                                               EXHIBIT (m)(4)(c)

                                AMENDMENT NO. 2
                               DISTRIBUTION PLAN
                                       OF
                              AIM INVESTMENT FUNDS
                                (CLASS B SHARES)


         The Distribution Plan (the "Plan"), dated as of September 8, 1998,
pursuant to Rule 12b-1 of AIM Investment Funds, a Delaware business trust, is
hereby amended as follows:

         Schedule A of the Plan is hereby deleted in its entirety and replaced
with the following:



                                   "SCHEDULE A
                                       TO
                                DISTRIBUTION PLAN
                                       OF
                              AIM INVESTMENT FUNDS

<TABLE>
<CAPTION>
                                                               MAXIMUM              MAXIMUM            MAXIMUM
                                                             ASSET-BASED            SERVICE           AGGREGATE
                                                            SALES CHARGE              FEE                FEE
Class B Shares                                              ------------            -------           ---------
- --------------
<S>                                                             <C>                  <C>                <C>
AIM Developing Markets Fund                                     0.75%                0.25%              1.00%
AIM Emerging Markets Debt Fund                                  0.75%                0.25%              1.00%
AIM Global Consumer Products and Services Fund                  0.75%                0.25%              1.00%
AIM Global Financial Services Fund                              0.75%                0.25%              1.00%
AIM Global Government Income Fund                               0.75%                0.25%              1.00%
AIM Global Growth & Income 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 and Technology Fund               0.75%                0.25%              1.00%
AIM Latin American Growth Fund                                  0.75%                0.25%              1.00%
AIM Strategic Income Fund                                       0.75%                0.25%              1.00%"
</TABLE>


          All other terms and provisions of the Plan not amended herein shall
remain in full force and effect

Dated: June 1, 1999

                                             AIM INVESTMENT FUNDS
                                             (on behalf of its Class B Shares)


Attest: /s/ OFELIA M. MAYO                   By: /s/ ROBERT H. GRAHAM
        -------------------                      -------------------------------
        Assistant Secretary                                President

<PAGE>   1
                                                                    EXHIBIT o(1)
                            THE AIM MANAGEMENT GROUP
                                 CODE OF ETHICS

                             (ADOPTED MAY 1, 1981)
                       (AS LAST AMENDED AUGUST 17, 1999)


       WHEREAS, the members of the AIM Management Group are A I M Management
Group Inc. ("AIM Management") and A I M Advisors,  Inc. ("AIM Advisors") and
its wholly owned and indirect subsidiaries (individually and collectively
referred to as "AIM"); and

       WHEREAS, certain members of AIM provide investment advisory services to
AIM's investment companies and other clients; and

       WHEREAS, certain members of AIM provide distribution services as
principal underwriters for AIM's investment company clients; and

       WHEREAS, certain members of AIM provide shareholder services as the
transfer agent, dividend disbursing agent and shareholder processing agent for
AIM's investment company clients; and

       WHEREAS, the investment advisory business involves decisions and
information which may have at least a temporary impact on the market price of
securities, thus creating a potential for conflicts of interest between the
persons engaged in such business and their clients; and

       WHEREAS, the members of AIM have a fiduciary relationship with respect
to each portfolio under management and the interests of the client accounts and
of the shareholders of AIM's investment company clients must take precedence
over the personal interests of the employees of AIM, thus requiring a rigid
adherence to the highest standards of conduct by such employees; and

       WHEREAS, every practical step must be taken to ensure that no
intentional or inadvertent action is taken by an employee of AIM which is, or
appears to be, adverse to the interests of AIM or any of its client accounts,
including the defining of standards of behavior for such employees, while at
the same time avoiding unnecessary interference with the privacy or personal
freedom of such employees; and

       WHEREAS, the members of AIM originally adopted a Code of Ethics ("the
Code") on May 1, 1981, and adopted amendments thereto in January 1989, October
1989, April 1991, December 6, 1994 and December 5, 1995, December 10, 1996, and
now deem it advisable to update and revise said Code in light of new investment
company products developed by AIM and changing circumstances in the securities
markets in which AIM conducts business; and

       NOW, THEREFORE, the Boards of Directors of AIM Management and AIM
Advisors hereby adopt the following revised Code pursuant to the provisions of
Rule 17j-1 under the Investment Company Act of 1940 ("1940 Act"), with the
intention that certain provisions of the Code shall become applicable to the
officers, directors and employees of AIM.

I.     APPLICABILITY

       A.    The provisions of AIM's Code shall apply to certain officers,
             directors and employees (as hereinafter designated) of AIM. Unless
             otherwise indicated, the term "employee" as used herein means: (i)
             all officers, directors and employees of AIM Advisors and its
             wholly owned and indirect subsidiaries and (ii) officers,
             directors and employees of AIM Management who


                                      -1-
<PAGE>   2

             have an active part in the management, portfolio selection,
             underwriting or shareholder functions with respect to
             AIM's investment company clients or provide one or more similar
             services for AIM's non-investment company clients. The term
             "employee" does not include directors of AIM Management who do not
             maintain an office at the home office of AIM Management and who do
             not regularly obtain information concerning the investment
             recommendations or decisions made by AIM on behalf of client
             accounts ("independent directors").

       B.    The Code shall also apply to any person or entity appointed as a
             sub-advisor for an AIM investment company client account unless
             such person or entity has adopted a code of ethics in compliance
             with Section 17(j) of the 1940 Act; or, in the event that such
             person or entity is domiciled outside of the United States, has
             adopted employee standards of conduct that provide equivalent
             protections to AIM's client accounts. In performing sub-advisory
             services, such person or entity will be subject to the direction
             and supervision of AIM, and subject to the policies and control of
             the Boards of Directors/Trustees of the respective AIM investment
             company client(s).

II.    INTERPRETATION AND ENFORCEMENT

       A.    The Chief Executive Officer of AIM Management shall appoint a
             Code of Ethics Committee ("Committee"). The Committee shall have
             the responsibility for interpreting the provisions of the Code, for
             adopting and implementing Procedures for the enforcement of the
             provisions of the Code, and for determining whether a violation of
             the provisions of the Code, or of any such related Procedures has
             occurred. The Committee will appoint an officer to monitor
             personal investment activity by "Covered Persons" (as defined in
             the Procedures adopted hereunder), both before and after any trade
             occurs and to prepare periodic and annual reports, conduct
             education seminars and obtain employee certifications as deemed
             appropriate. In the event of a finding that a violation has
             occurred requiring significant remedial action, the Committee
             shall take such action as it deems appropriate on the imposition
             of sanctions or initiation of disgorgement proceedings. The
             Committee shall also make recommendations and submit reports to
             the Boards of Directors/Trustees of AIM's investment company
             clients.

       B.    If a sub-advisor has adopted a code of ethics in accordance with
             Section 17(j) of the 1940 Act, then pursuant to a sub-advisory
             agreement with AIM, it shall be the duty of such sub-advisor to
             furnish AIM with a copy of the following:

             o     code of ethics and related procedures of the sub-advisor,
                   and a statement as to its employees' compliance therewith;

             o     any statement or policy on insider trading adopted pursuant
                   to Section 204A under the 1940 Act; and the procedures
                   designed to prevent the misuse of material non-public
                   information by any person associated with such sub-advisor;
                   and

             o     such other information as may reasonably be necessary for
                   AIM to report to the Boards of Directors/Trustees of its
                   investment company client account(s) as to such
                   sub-advisor's adherence to the Boards' policies and controls
                   referenced in Section I.B. above.

III.   PROCEDURES ADOPTED UNDER THE CODE

       From time to time, AIM's Committee shall adopt Procedures to carry out
       the intent of the Code. Among other things, the Procedures require
       certain new employees to complete an Asset Disclosure Form, a Brokerage
       Accounts Listing Form and such other forms as deemed appropriate by the
       Committee. Such Procedures are hereby incorporated into the Code and are
       made a part of the Code. Therefore, a violation of the Procedures shall
       be deemed a violation of the Code itself.


                                      -2-
<PAGE>   3

IV.    COMPLIANCE WITH GOVERNING LAWS, REGULATIONS AND PROCEDURES

       A.    Each employee shall have and maintain knowledge of and shall
             comply strictly with all applicable federal and state laws and all
             rules and regulations of any governmental agency or
             self-regulatory organization governing his/her actions as an
             employee.

       B.    Each employee shall comply with all laws and regulations, and
             AIM's prohibition against insider trading. Trading on or
             communicating material non-public information, or "inside
             information", of any sort, whether obtained in the course of
             research activities, through a client relationship or otherwise,
             is strictly prohibited.

       C.    Each employee shall comply with the procedures and guidelines
             established by AIM to ensure compliance with applicable federal
             and state laws and regulations of governmental agencies and
             self-regulatory organizations. No employee shall knowingly
             participate in, assist, or condone any act in violation of any
             statute or regulation governing AIM or any act that would violate
             any provision of this Code, or of the Procedures adopted
             hereunder.

       D.    Each employee shall have and maintain knowledge of and shall
             comply with the provisions of this Code and any Procedures adopted
             hereunder.

       E.    Each employee having supervisory responsibility shall exercise
             reasonable supervision over employees subject to his/her control,
             with a view to preventing any violation by such persons of
             applicable statutes or regulations, AIM's corporate procedures, or
             the provisions of the Code, or the Procedures adopted hereunder.

       F.    Any employee obtaining evidence that an act in violation of
             applicable statutes, regulations or provisions of the Code or of
             any Procedures adopted hereunder has occurred shall immediately
             report such evidence to the Chief Compliance Officer of AIM. Such
             action by the employee will remain confidential, unless the
             employee waives confidentiality or federal or state authorities
             compel disclosure. Failure to report such evidence may result in
             disciplinary proceedings and may include sanctions as set forth in
             Section VI hereof.

V.     ETHICAL STANDARDS

       A.    Employees shall conduct themselves in a manner consistent with the
             highest ethical and fiduciary standards. They shall avoid any
             action, whether for personal profit or otherwise, that results in
             an actual or potential conflict of interest with AIM or its client
             accounts, or which may be otherwise detrimental to the interests
             of the members of AIM or its client accounts.(1)

       B.    Employees shall act in a manner consistent with their fiduciary
             obligation to clients of AIM, and shall not deprive any client
             account of an investment opportunity in order to personally
             benefit from that opportunity.

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

       (1) Conflicts of interest generally result from a situation in which an
individual has a personal interest in a matter that is or may be competitive
with his or her responsibilities to other persons or entities (such as AIM or
its client accounts) or where an individual has or may have competing
obligations or responsibilities to two or more persons or entities. In the case
of the relationship between a client account on the one hand, and AIM, its
officers, directors and employees, on the other hand, such conflict may result
from the purchase or sale of securities for a client account and for the
personal account of the individual involved or the account of any "affiliate"
of such individual, as such term is defined in the 1940 Act. Such conflict may
also arise from the purchase or sale for a client account of securities in
which an officer, director or employee of AIM has an economic interest.
Moreover, such conflict may arise in connection with vendor relationships in
which such employee has any direct or indirect financial interest, family
interests or other personal interest. To the extent of conflicts of interest
between AIM and a vendor, such conflicts must be resolved in a manner that is
not disadvantageous to AIM. In any such case, potential or actual conflicts
must be disclosed to AIM and the first preference and priority must be to avoid
such conflicts of interest wherever possible and, where they unavoidably occur,
to resolve them in a manner that is not disadvantageous to a client.


                                      -3-
<PAGE>   4

       C.    Without the knowledge and approval of the Chief Executive Officer
             of AIM Management, employees shall not engage in a
             business activity or practice for compensation in competition with
             the members of AIM. Each employee, who is deemed to be a "Covered
             Person" as defined in the Procedures adopted hereunder, shall
             obtain the written approval of AIM Management's Chief Executive
             Officer to participate on a board of directors/trustees of any of
             the following organizations:

             o     publicly traded company, partnership or trust;

             o     hospital or philanthropic institution;*

             o     local or state municipal authority;* and/or

             o     charitable organization.*

             * These restrictions relate to organizations that have or intend
             to raise proceeds in a public securities offering.

             In the relatively small number of instances in which board
             approval is authorized, investment personnel serving as directors
             shall be isolated from those making investment decisions through
             AIM's "Chinese Wall" Procedures.

       D.    Each employee, in making an investment recommendation or taking
             any investment action, shall exercise diligence and thoroughness,
             and shall have a reasonable and adequate basis for any such
             recommendation or action.

       E.    Each employee shall not attempt to improperly influence for such
             person's personal benefit any investment strategy to be followed
             or investment action to be taken by the members of AIM for its
             client accounts.

       F.    Each employee shall not improperly use for such person's personal
             benefit any knowledge, whether obtained through such person's
             relationship with AIM or otherwise, of any investment
             recommendation made or to be made, or of any investment action
             taken or to be taken by AIM for its client accounts.

       G.    Employees shall not disclose any non-public information relating
             to a client account's portfolio or transactions or to the
             investment recommendations of AIM, nor shall any employee disclose
             any non-public information relating to the business or operations
             of the members of AIM, unless properly authorized to do so.

       H.    Employees shall not accept, directly or indirectly, from a
             broker/dealer or other vendor who transacts business with AIM or
             its client accounts, any gifts, gratuities or other things of more
             than de minimis value or significance that their acceptance might
             reasonably be expected to interfere with or influence the exercise
             of independent and objective judgment in carrying out such
             person's duties or otherwise gives the appearance of a possible
             impropriety. For this purpose, gifts, gratuities and other things
             of value shall not include unsolicited entertainment so long as
             such unsolicited entertainment is not so frequent or extensive as
             to raise any question of impropriety.

       I.    Employees who are registered representatives and/or principals of
             AIM shall not acquire securities for an account for which he/she
             has a direct or indirect beneficial interest in an initial public
             offering ("IPO") or on behalf of any person, entity or
             organization that is not an AIM client. All other employees shall
             not acquire securities for an account for which he/she has a
             direct or indirect beneficial interest offered in an IPO or on
             behalf of any person, entity or organization that is not an AIM
             client account except in those circumstances where different
             amounts of such offerings are specified for different investor
             types (e.g., private investors and institutional investors) and
             such transaction has been pre-cleared by the Compliance Office.

                                      -4-
<PAGE>   5

       J.    All personal securities transactions by employees must be
             conducted consistent with this Code and the Procedures adopted
             hereunder, and in such a manner as to avoid any actual or
             potential conflicts of interest or any abuse of such employee's
             position of trust and responsibility. Unless an exemption is
             available, employees who are deemed to be "Covered Persons" as
             defined in the Procedures adopted hereunder, shall pre-clear all
             personal securities transactions in securities in accordance with
             the Procedures adopted hereunder.

       K.    Each employee, who is deemed to be a "Covered Person" as defined
             in the Procedures adopted hereunder, (or registered representative
             and/or principal of AIM), shall refrain from engaging in personal
             securities transactions in connection with a security that is not
             registered under Section 12 of the Securities Act of 1933 (i.e., a
             private placement security) unless such transaction has been
             pre-approved by the Chief Compliance Officer or the Director of
             Investments (or their designees).

       L.    Employees, who are deemed to be "Covered Persons" as defined in
             the Procedures adopted hereunder, may not engage in a transaction
             in connection with the purchase or sale of a security within seven
             calendar days before and after an AIM investment company client
             trades in that same (or equivalent) security unless the de minimis
             exemption is available.

       M.    Each employee, who is deemed to be a "Covered Person" as defined
             in the Procedures adopted hereunder, may not purchase and
             voluntarily sell, or sell and voluntarily purchase the same (or
             equivalent) securities of the same issuer within 60 calendar days
             unless such employee complies with the disgorgement procedures
             adopted by the Code of Ethics Committee. Subject to certain
             limited exceptions set forth in the related Procedures, any
             transaction under this provision may result in disgorgement
             proceedings for any profits received in connection with such
             transaction by such employee.

VI.    SANCTIONS

       Employees violating the provisions of AIM's Code or any Procedures
       adopted hereunder may be subject to sanctions, which may include, among
       other things, restrictions on such person's personal securities
       transactions; a letter of admonition, education or formal censure;
       fines, suspension, re-assignment, demotion or termination of employment;
       or other significant remedial action. Employees may also be subject to
       disgorgement proceedings for transactions in securities that are
       inconsistent with Sections V.L. and V.M. above.

VII.   ADDITIONAL DISCLOSURE

       This Code and the related Procedures cannot, and do not, cover every
       situation in which choices and decisions must be made, because other
       company policies, practices and procedures (as well as good common
       sense) and good business judgment also apply. Every person subject to
       this Code should read and understand these documents thoroughly. They
       present important rules of conduct and operating controls for all
       employees. Employees are also expected to present questions to the
       attention of their supervisors and to the Chief Compliance Officer (or
       designee) and to report suspected violations as specified in these
       documents.




                                      For the Boards of Directors:
                                        The AIM Management Group

                            by: /s/CHARLES T. BAUER
                            -------------------------------------------------
                                            Charles T. Bauer

                                            AUGUST 17, 1999
                            -------------------------------------------------
                                                  Date




                                      -5-




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