AIM INVESTMENT SECURITIES FUNDS INC
497, 2000-06-02
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<PAGE>   1

      AIM HIGH YIELD FUND II

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

      AIM High Yield Fund II seeks to achieve a high level of current income.

       PROSPECTUS                                    AIM--Registered Trademark--
       JUNE 1, 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--                       --Registered Trademark--
<PAGE>   2
                             ----------------------
                             AIM HIGH YIELD FUND II
                             ----------------------

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

<TABLE>
<S>                                       <C>

INVESTMENT OBJECTIVE AND STRATEGIES                  1
- - - - - - - - - - - - - - - - - - - - - - - - - - - -

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

PERFORMANCE INFORMATION                              2
- - - - - - - - - - - - - - - - - - - - - - - - - - - -

Annual Total Return                                  2

Performance Table                                    2

FEE TABLE AND EXPENSE EXAMPLE                        3
- - - - - - - - - - - - - - - - - - - - - - - - - - - -

Fee Table                                            3

Expense Example                                      3

FUND MANAGEMENT                                      4
- - - - - - - - - - - - - - - - - - - - - - - - - - - -

The Advisor                                          4

Advisor Compensation                                 4

Portfolio Managers                                   4

OTHER INFORMATION                                    4
- - - - - - - - - - - - - - - - - - - - - - - - - - - -

Sales Charges                                        4

Dividends and Distributions                          4

Special Tax Information Regarding the Fund           5

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 Funds, AIM Funds and Design, AIM Investor, AIM
LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La
Familia AIM de Fondos and Design, Invierta con DISCIPLINA and Invest with
DISCIPLINE are registered service marks and AIM Bank Connection and AIM Internet
Connect 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>   3
                             ----------------------
                             AIM HIGH YIELD FUND II
                             ----------------------

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

The fund's investment objective is to achieve a high level of current income.
The fund will attempt to achieve its objective by investing primarily in
publicly traded non-investment grade debt securities. The fund's investment
objective may be changed by the Board of Trustees without shareholder approval.

  The fund seeks to meet its objective by investing at least 80% of the value of
the fund's total assets in non-investment grade debt securities, i.e., "junk
bonds." The fund will invest principally in junk bonds rated B or above by
Moody's Investors Service, Inc. or Standard & Poor's Rating Services, or those
deemed by the portfolio managers to be of comparable quality. The fund will
invest at least 80% of the value of the fund's total assets in debt securities,
including convertible debt securities and/or cash or cash equivalents. The fund
may invest up to 15% of the value of its total assets in equity securities. The
fund also may invest up to 25% of its total assets in foreign securities,
including up to 10% of the fund's total assets in securities of issuers located
in developing markets, i.e., those that are in the initial stages of their
industrial cycles. Any percentage limitations with respect to assets of the fund
are applied at the time of purchase.

  Although the portfolio managers focus on debt securities that they believe
have favorable prospects for high current income, they also consider the
possibility of capital growth. 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, money market instruments, shares of
affiliated money market funds, bonds or other 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 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. Interest rate
increases can cause the price of a debt security to decrease; junk bonds are
less sensitive to this risk than are higher-quality bonds. 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.

  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 and
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.

  Foreign securities have additional risks, including exchange rate changes,
political and economic upheaval, the relative lack of information about issuers,
relatively low market liquidity and the potential lack of strict financial and
accounting controls and standards.

  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>   4
                             ----------------------
                             AIM HIGH YIELD FUND II
                             ----------------------

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 RETURN*
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
The following bar chart shows changes in the performance of the Class A shares.
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>
1999 .....................................................  19.88%
</TABLE>

* The Class A shares' year-to-date total return as of March 31, 2000 was -0.80%.

  During the periods shown in the bar chart, the highest quarterly return was
7.94% (quarter ended December 31, 1999) and its lowest quarterly return was
-0.37% (quarter ended September 30, 1999).

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                                          14.14%      --         --       18.65%    09/30/98
Class B                                          13.90%      --         --       14.07%    11/20/98
Class C                                          17.69%      --         --       17.52%    11/20/98
Lehman Bros. High Yield Index(1)                  2.39%      --         --        3.64%(2) 09/30/98(2)
-----------------------------------------------------------------------------------------------------
</TABLE>

(1) The Lehman Bros. High Yield Index is an index that includes all fixed-income
    securities having a maximum quality rating of Ba1 (including defaulted
    issues), a minimum amount outstanding of $100 million and at least one year
    to maturity.
(2) The average annual total return given is since inception of fund's oldest
    share class (Class A).

                                        2
<PAGE>   5
                             ----------------------
                             AIM HIGH YIELD FUND II
                             ----------------------

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           0.50%     0.50%     0.50%

Distribution and/or
Service (12b-1) Fees      0.25      1.00      1.00

Other Expenses            0.83      0.83      0.83

Total Annual Fund
Operating Expenses(2)     1.58      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.

(2) The investment advisor has agreed to waive fees and reimburse expenses
    (excluding interest, taxes, dividends on short sales, extraordinary items
    and indirect expenses resulting from expense offset arrangements, if any)
    for Class A, Class B and Class C shares to the extent necessary to limit the
    total operating expenses of Class A Shares to 1.00% (e.g. if AIM waives
    0.58% of Class A expenses, AIM will also waive 0.58% of Class B and Class C
    expenses). This agreement can be terminated at any time. Fund operating
    expenses net of this agreement are 1.00%, 1.75% and 1.75% for Class A,
    Class B and Class C, 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 cost of investing in 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   $628    $  950    $1,295     $2,264
Class B    736     1,027     1,445      2,479
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   $628     $950     $1,295     $2,264
Class B    236      727      1,245      2,479
Class C    236      727      1,245      2,666
----------------------------------------------
</TABLE>

                                        3
<PAGE>   6
                             ----------------------
                             AIM HIGH YIELD FUND II
                             ----------------------

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 period ended July 31, 1999, the advisor received compensation
of 0.71% 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.

- Craig A. Smith, Senior Portfolio Manager, who has been responsible for the
  fund since 2000 and has been associated with the advisor and/or its affiliates
  since 1989.

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

SALES CHARGES

Purchases of Class A shares of AIM High Yield Fund II 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, if any, will consist primarily of
ordinary income.

DIVIDENDS

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

CAPITAL GAINS DISTRIBUTIONS

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

                                        4
<PAGE>   7
                             ----------------------
                             AIM HIGH YIELD FUND II
                             ----------------------

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).

  The information for the six-month period ended January 31, 2000, is unaudited.
The information for the periods September 30, 1998 through July 31, 1999 for
Class A shares, and the period November 20, 1998 through July 31, 1999 for Class
B and C shares, has been audited by KPMG 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
                                                                                 ---------------------------------
                                                                                          FOR THE PERIOD
                                                                                        SEPTEMBER 30, 1998
                                                        JANUARY 31, 2000               THROUGH JULY 31, 1999
------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                            <C>
Net asset value, beginning of period                        $ 11.25                           $ 10.00
Income from investment operations:
  Net investment income                                        0.57                              0.90
  Net gains on securities (both realized and
    unrealized)                                                0.01                              1.26
  Total from investment operations                             0.58                              2.16
Less distributions:
  Dividends from net investment income                        (0.55)                            (0.90)
  Distributions from net realized gains                       (0.23)                            (0.01)
  Total distributions                                         (0.78)                            (0.91)
Net asset value, end of period                              $ 11.05                           $ 11.25
Total return(a)                                                5.31%                            22.39%
------------------------------------------------------------------------------------------------------------------
Ratios/supplemental data:
------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000s omitted)                    $48,419                           $34,992
Ratio of expenses to average net assets
  Including waivers and reimbursement                          1.00%(b)                          1.00%(d)
  Excluding waivers and reimbursement                          1.33%(b)                          1.58%(d)
Ratio of net investment income to average net
  assets(c)                                                   10.44%(b)                          9.74%(d)
Portfolio turnover rate                                          78%                              223%
------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Does not deduct sales charges and is not annualized for periods less than
    one year.
(b) Ratios are annualized and based on average net assets of $38,121,939.
(c) After fee waivers and/or expense reimbursements.
(d) Ratios are annualized.

                                        5
<PAGE>   8
                             ----------------------
                             AIM HIGH YIELD FUND II
                             ----------------------

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

<TABLE>
<CAPTION>
                                                                                        CLASS B
                                                                           ---------------------------------
                                                                                    FOR THE PERIOD
                                                             JANUARY 31,           NOVEMBER 20, 1998
                                                                2000             THROUGH JULY 31, 1999
------------------------------------------------------------------------------------------------------------
<S>                                                          <C>           <C>
Net asset value, beginning of period                           $ 11.23                  $ 10.59
Income from investment operations:
  Net investment income                                           0.52                     0.68
  Net gains on securities (both realized and unrealized)          0.02                     0.65
  Total from investment operations                                0.54                     1.33
Less distributions:
  Dividends from net investment income                           (0.51)                   (0.68)
  Distributions from net realized gains                          (0.23)                   (0.01)
  Total distributions                                            (0.74)                   (0.69)
Net asset value, end of period                                 $ 11.03                  $ 11.23
Total return(a)                                                   4.92%                   13.03%
------------------------------------------------------------------------------------------------------------
Ratios/supplemental data:
------------------------------------------------------------------------------------------------------------
Net assets, end of period (000s omitted)                       $45,184                  $20,994
Ratio of expenses to average net assets
  Including waivers and reimbursement                             1.75%(b)                 1.75%(d)
  Excluding waivers and reimbursement                             2.08%(b)                 2.33%(d)
Ratio of net investment income to average net assets(c)           9.69%(b)                 8.99%(d)
Portfolio turnover rate                                             78%                     223%
------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Does not deduct sales charges and is not annualized for periods less than
    one year.
(b) Ratios are annualized and based on average net assets of $32,341,556.
(c) After fee waivers and/or expense reimbursements.
(d) Ratios are annualized.

<TABLE>
<CAPTION>
                                                                                        CLASS C
                                                                           ---------------------------------
                                                                                    FOR THE PERIOD
                                                             JANUARY 31,           NOVEMBER 20, 1998
                                                                2000             THROUGH JULY 31, 1999
------------------------------------------------------------------------------------------------------------
<S>                                                          <C>           <C>
Net asset value, beginning of period                           $ 11.22                  $ 10.59
Income from investment operations:
  Net investment income                                           0.52                     0.68
  Net gains on securities (both realized and unrealized)          0.02                     0.64
  Total from investment operations                                0.54                     1.32
Less distributions:
  Dividends from net investment income                           (0.51)                   (0.68)
  Distributions from net realized gains                          (0.23)                   (0.01)
  Total distributions                                            (0.74)                   (0.69)
Net asset value, end of period                                 $ 11.02                  $ 11.22
Total return(a)                                                   4.93%                   12.93%
------------------------------------------------------------------------------------------------------------
Ratios/supplemental data:
------------------------------------------------------------------------------------------------------------
Net assets, end of period (000s omitted)                       $ 6,862                  $ 3,139
Ratio of expenses to average net assets
  Including waivers and reimbursement                             1.75%(b)                 1.75%(d)
  Excluding waivers and reimbursement                             2.08%(b)                 2.33%(d)
Ratio of net investment income to average net assets(c)           9.69%(b)                 8.99%(d)
Portfolio turnover rate                                             78%                     223%
------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Does not deduct sales charges and is not annualized for periods less than
    one year.
(b) Ratios are annualized and based on average net assets of $4,836,068.
(c) After fee waivers and/or expense reimbursements.
(d) Ratios are annualized.

                                        6
<PAGE>   9
                                 -------------
                                 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
                                       eight years after the end of         shares
                                       the month in which shares
                                       were purchased along with a
                                       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 the end of the month in which shares were
          purchased. 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 the end of the month in which
          you purchased your 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--03/00
<PAGE>   10
                                 -------------
                                 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--03/00                            A-2
<PAGE>   11
                                --------------
                                 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.

<TABLE>
<CAPTION>
PURCHASE OPTIONS
---------------------------------------------------------------------------------------------------------

                                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--03/00
<PAGE>   12
                                 -------------
                                 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--03/00                            A-4
<PAGE>   13
                                 -------------
                                 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--03/00
<PAGE>   14
                                --------------
                                 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 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;

MCF--03/00                            A-6
<PAGE>   15
                                --------------
                                 THE AIM FUNDS
                                --------------

       (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--03/00
<PAGE>   16
                                --------------
                                 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 on each day the
NYSE is open for business, as of the close of the customary trading session, or
any earlier NYSE closing time that day. 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 THEIR
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--03/00                            A-8
<PAGE>   17
                             ----------------------
                             AIM HIGH YIELD FUND II
                             ----------------------

OBTAINING ADDITIONAL INFORMATION
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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

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<TABLE>
<S>                          <C>
BY MAIL:                     A I M Fund Services, Inc.
                             P.0. 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>

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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.

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 AIM High Yield Fund II
 SEC 1940 Act file number: 811-5686
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[AIM LOGO APPEARS HERE]   www.aimfunds.com   HYI2-PRO-1   INVEST WITH DISCIPLINE
--Registered Trademark--                                --Registered Trademark--


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