As filed with the Securities and Exchange Commission on August 11, 1999
File No. 811-7302
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 10 |X|
EMERGING MARKETS DEBT PORTFOLIO
(Exact Name of Registrant as Specified in Charter)
11 Greenway Plaza,
Suite 100
Houston, Texas 77046
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (713) 626-1919
Samuel D. Sirko, Esq.
A I M Advisors, Inc.
11 Greenway Plaza,
Suite 100
Houston, Texas 77046
(Name and Address of Agent for Service)
<PAGE>
EXPLANATORY NOTE
This Amendment to the Registration Statement of Emerging Markets Debt
Portfolio has been filed by the Registrant pursuant to Section 8(b) of the
Investment Company Act of 1940, as amended (the "1940 Act"). However, beneficial
interests in the Registrant have not been registered under the Securities Act of
1933, as amended (the "1933 Act"), since such interests are offered solely in
private placement transactions that do not involve any "public offering" within
the meaning of Section 4(2) of the 1933 Act. Investments in the Registrant may
only be made by investment companies, insurance company separate accounts,
common or commingled trust funds or similar organizations or entities which are
"accredited investors" as defined in Regulation D under the 1933 Act. This
Amendment to the Registration Statement does not constitute an offer to sell, or
the solicitation of an offer to buy, any beneficial interests in the Registrant.
<PAGE>
EMERGING MARKETS DEBT PORTFOLIO
CONTENTS OF REGISTRATION STATEMENT
This registration statement of Emerging Markets Debt Portfolio contains the
following documents:
Facing Sheet
Contents of Registration Statement
Part A*
Part B
Part C
Signature Page
Exhibits
* Previously filed in Amendment No. 9 to the Registrant's
Registration Statement on Form N-1A, on February 26, 1999.
A-1
<PAGE>
PART B
Part B of this Registration Statement should be read only in conjunction
with Part A. Capitalized terms used in Part B and not otherwise defined have the
meanings given them in Part A of this Registration Statement.
Responses to certain Items required to be included in Part B of this
Registration Statement of Emerging Markets Debt Portfolio (the "Portfolio") are
incorporated herein by reference from Post-Effective Amendment No. 57 to the
Registration Statement of AIM Investment Funds (1940 Act File No. 811-5426), as
filed with the Securities and Exchange Commission ("SEC") on February 22, 1999
("Feeder Registration Statement"). Part B of the Feeder Registration Statement
includes the joint statement of additional information of the AIM Income Funds
("Feeder's Part B").
ITEM 10. COVER PAGE AND TABLE OF CONTENTS.
- ------------------------------------------
Cover Page: Not applicable.
Page
History of the Portfolio.............................................B-1
Description of the Portfolio and its Investments and Risks...........B-1
Management of the Portfolio..........................................B-2
Control Persons and Principal Holders of Securities..................B-2
Investment Advisory and Other Services...............................B-3
Brokerage Allocation and Other Practices.............................B-3
Capital Stock and Other Securities...................................B-3
Purchase, Redemption and Pricing of Securities.......................B-5
Taxation of the Portfolio............................................B-6
Underwriters.........................................................B-6
Calculation of Performance Data......................................B-6
Financial Statements.................................................B-6
ITEM 11. HISTORY OF THE PORTFOLIO.
- ----------------------------------
The Portfolio was organized as a Delaware business trust on May 7,
1998. On May 29, 1998, the Portfolio acquired the assets and assumed the
liabilities of Global High Income Portfolio, a New York common law trust. Prior
to September 8, 1998, the Portfolio operated under the name "Global High Income
Portfolio."
ITEM 12. DESCRIPTION OF THE PORTFOLIO AND ITS INVESTMENTS AND RISKS.
- --------------------------------------------------------------------
The Portfolio is a non-diversified, open-end management investment
company.
Part A contains basic information about the investment objectives,
principal investment strategies and principal risks of the Portfolio. This Part
B supplements the discussion in Part A of the investment objectives, principal
investment strategies and principal risks of the Portfolio.
B-1
<PAGE>
Information on the fundamental investment limitations and the
non-fundamental investment policies and limitations of the Portfolio, the types
of securities bought and investment techniques used by the Portfolio, and
certain risks attendant thereto, as well as other information on the Portfolio's
investment programs, is incorporated by reference from the sections entitled
"Investment Strategies and Risks," "Options, Futures and Currency Strategies,"
"Risk Factors," "Investment Limitations" and "Execution of Portfolio
Transactions" in the Feeder's Part B.
ITEM 13. MANAGEMENT OF THE PORTFOLIO.
- -------------------------------------
Information about the Trustees and officers of the Portfolio, and their
roles in management of the Portfolio and other AIM Funds, is incorporated herein
by reference from the section entitled "Trustees and Executive Officers" in the
Feeder's Part B.
The Portfolio pays each Trustee who is not a director, officer or
employee of the Sub-advisor or any affiliated company an annual fee of $500 a
year, plus $150 for each meeting of the Board attended, and reimburses travel
and other expenses incurred in connection with attending Board meetings. Other
Trustees and officers receive no compensation or expense reimbursement from the
Portfolio. For the fiscal year ended October 31, 1998, the Portfolio paid Mr.
Anderson, Mr. Bayley, Mr. Patterson and Miss Quigley fees and expense
reimbursements of $1,725, $1,700, $1,850 and $1,850, respectively. For the year
ended October 31, 1998, Mr. Anderson, Mr. Bayley, Mr. Patterson and Miss
Quigley, who are not directors, officers or employees of the Sub-advisor or any
affiliated company, received total compensation of $97,600, $97,500, $105,450
and $106,350, respectively, from the investment companies which are managed or
administered by AIM and which may be sub-advised and sub-administered by the
Sub-advisor or sub-advised by IAML, INVESCO Asset Management (Japan) Limited or
INVESCO Asia Limited 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.
ITEM 14. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
- -------------------------------------------------------------
As of the date of this filing, the Fund owned 99.9% of the value of the
outstanding interests in the Portfolio. Because the Fund controls the Portfolio,
the Fund may take actions affecting its Portfolio without the approval of any
other investor.
The Fund has informed the Portfolio that whenever it is requested to
vote on any proposal of the Portfolio, it will hold a meeting of shareholders
and will cast its vote as instructed by its shareholders. It is anticipated that
other investors in the Portfolio will follow the same or a similar practice.
The address of the Portfolio is 11 Greenway Plaza, Suite 100, Houston,
Texas 77046.
As of February 25, 1999, the officers and Trustees and their families as
a group owned in the aggregate beneficially or of record less than 1% of the
outstanding shares of the Portfolio.
B-2
<PAGE>
ITEM 15. INVESTMENT ADVISORY AND OTHER SERVICES.
- ------------------------------------------------
Information on the investment management and other services provided for
or on behalf of the Portfolio is incorporated herein by reference from the
sections entitled "Management" and "Miscellaneous Information" in the Feeder's
Part B. The following list identifies the specific sections in the Feeder's Part
B under which the information required by Item 15 of Form N-1A may be found;
each section is incorporated herein by reference.
================================================================================
Item 15(a) Management; Miscellaneous Information
- --------------------------------------------------------------------------------
Item 15(b) Not Applicable
- --------------------------------------------------------------------------------
Item 15(c) Not Applicable
- --------------------------------------------------------------------------------
Item 15(d) Management
- --------------------------------------------------------------------------------
Item 15(e) Not Applicable
- --------------------------------------------------------------------------------
Item 15(f) Not Applicable
- --------------------------------------------------------------------------------
Item 15(g) Not Applicable
- --------------------------------------------------------------------------------
Item 15(h) Miscellaneous Information
================================================================================
For the fiscal years ended October 31, 1996 and 1997, the Portfolio paid
investment management and administration fees of $3,014,924 and $2,971,167,
respectively, to INVESCO (NY), Inc. For the period November 1, 1997 to May 29,
1998, the Portfolio paid investment management and administration fees of
$976,376 to INVESCO (NY), Inc. For the period May 30, 1998 to October 31, 1998,
the Portfolio paid aggregate investment management and administration fees of
$1,265,573 to AIM and/or INVESCO (NY), Inc.
ITEM 16. BROKERAGE ALLOCATION AND OTHER PRACTICES.
- --------------------------------------------------
A description of the Portfolio's brokerage allocation and other
practices is incorporated herein by reference from the section entitled
"Execution of Portfolio Transactions" in the Feeder's Part B.
ITEM 17. CAPITAL STOCK AND OTHER SECURITIES.
- --------------------------------------------
Under the Portfolio's Agreement and Declaration of Trust, the Trustees
are authorized to issue beneficial interests in the Portfolio. Investors are
entitled to participate pro rata in distributions of taxable income, loss, gain
and credit of the Portfolio. Upon liquidation or dissolution of the Portfolio,
investors are entitled to share pro rata in the Portfolio's net assets available
for distribution to its investors. Investments in the Portfolio may not be
transferred, but an investor may withdraw all or any portion of its investment
at any time at net asset value. Investments in the Portfolio have no preference,
preemptive, conversion or similar rights and are fully paid and nonassessable,
except as set forth below.
B-3
<PAGE>
Under Delaware law, AIM Emerging Markets Debt Fund ("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 Portfolio's Agreement and Declaration of
Trust disclaims shareholder liability for acts or obligations of the Portfolio
and requires that notice of such disclaimer be given in each agreement,
obligation or instrument entered into or executed by the Portfolio or a trustee.
The 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. The Agreement and Declaration of Trust also provides that the
Portfolio shall maintain appropriate insurance (for example, fidelity bonding
and errors and omissions insurance) for the protection of the Portfolio, its
investors, Trustees, officers, employees and agents covering possible tort and
other liabilities. Thus, the risk of an investor incurring financial loss on
account of investor liability is limited to circumstances in which both
inadequate insurance existed and the Portfolio itself was unable to meet its
obligations.
Each investor is entitled to a vote in proportion to the amount of its
investment in the Portfolio. Investors in the Portfolio do not have cumulative
voting rights, and investors holding more than 50% of the aggregate beneficial
interest in the Portfolio may elect all of the Trustees of the Portfolio if they
choose to do so and in such event the other investors in the Portfolio would not
be able to elect any Trustee. Investors also have under certain circumstances
the right to remove one or more Trustees without a meeting. The Portfolio is not
required to hold annual meetings of investors but the Portfolio will hold
special meetings of investors when in the judgment of the Portfolio's Trustees
it is necessary or desirable to submit matters for an investor vote. No
amendment required to be approved by investors may be made to the Portfolio's
Agreement and Declaration of Trust without the affirmative majority vote of
investors (with the vote of each being in proportion to the amount of their
investment).
As of the date of this Registration Statement, Emerging Markets Debt
Fund owns a majority interest in the Portfolio. However, the Emerging Markets
Debt Fund has undertaken that, with respect to matters on which the Portfolio
seeks a vote of its interestholders, the Emerging Markets Debt Fund will seek a
vote of its shareholders and will vote its interest in the Portfolio in
accordance with their instructions.
The Portfolio may be terminated by (1) "the vote of a majority of the
outstanding voting securities" (as defined in the 1940 Act) of the Portfolio, or
(2) if there are fewer than 100 record owners of a beneficial interest in the
Portfolio, the Trustees pursuant to written notice to the record owners of the
Portfolio. The Trustees may cause (i) the Portfolio to the extent consistent
with applicable law to sell all or substantially all of its assets, or be merged
into or consolidated with another business trust or company, (ii) the beneficial
interests of a record owner in the Portfolio to be converted into beneficial
interests in another business trust (or series thereof) created pursuant to
Section 10.4 of Article X of the Portfolio's Agreement and Declaration of Trust,
B-4
<PAGE>
or (iii) the beneficial interests of a record owner of the Portfolio to be
exchanged under or pursuant to any state or federal statute to the extent
permitted by law. In all respects not governed by statute or applicable law, the
Trustees shall have power to prescribe the procedure necessary or appropriate to
accomplish a sale of assets, merger or consolidation including the power to
create one or more separate business trusts to which all or any part of the
assets, liabilities, profits or losses of the Trust may be transferred and to
provide for the conversion of interests in the Trust or any Portfolio into
beneficial interests in such separate business trust or trusts (or series or
class thereof).
The Agreement and Declaration of Trust provides that obligations of the
Portfolio are not binding upon the Trustees individually but only upon the
property of the Portfolio and that the Trustees will not be liable for any
action or failure to act, but nothing in the Agreement and Declaration of Trust
protects a Trustee against any liability 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 his office. The Agreement and
Declaration of Trust provides that the trustees and officers will be indemnified
by the Portfolio against liabilities and expenses incurred in connection with
litigation in which they may be involved because of their offices with the
Portfolio, unless, as to liability to the Portfolio or its investors, it is
finally adjudicated that they engaged in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in their offices, or
unless with respect to any other matter it is finally adjudicated that they did
not act in good faith in the reasonable belief that their actions were in the
best interests of the Portfolio. In the case of settlement, such indemnification
will not be provided unless it has been determined by a court or other body
approving the settlement or other disposition, or by a reasonable determination,
based upon a review of readily available facts, by vote of a majority of
disinterested Trustees or in a written opinion of independent counsel, that such
officers or Trustees have not engaged in willful misfeasance, bad faith, gross
negligence or reckless disregard of their duties.
ITEM 18. PURCHASE, REDEMPTION AND PRICING OF SECURITIES.
- --------------------------------------------------------
Beneficial interests in the Portfolio are issued solely in private
placement transactions which do not involve any "public offering" within the
meaning of Section 4(2) of the Securities Act of 1933, as amended.
Information on the method followed by the Portfolio in determining its
net asset value and the timing of such determination is incorporated by
reference from the section entitled "Net Asset Value Determination" in the
Feeder's Part B. See also Item 7 in Part A.
The Portfolio reserves the right, if conditions exist which make cash
payments undesirable, to honor any request for redemption or repurchase order by
making payment in whole or in part in readily marketable securities chosen by
the Portfolio and valued as they are for purposes of computing the Portfolio's
net asset value (a redemption in kind). If payment is made in securities, an
investor may incur transaction expenses in converting these securities into
cash. The Portfolio has elected, however, to be governed by Rule 18f-1 under the
1940 Act as a result of which the Portfolio is obligated to redeem beneficial
interests with respect to any one investor during any 90-day period, solely in
B-5
<PAGE>
cash up to the lesser of $250,000 or 1% of the net asset value of the Portfolio
at the beginning of the period.
Each investor in the Portfolio may add to or reduce its investment in
the Portfolio on each day that the NYSE is open for trading. At the close of
trading, on each such day, the value of each investor's interest in the
Portfolio will be determined by multiplying the net asset value of the Portfolio
by the percentage representing that investor's share of the aggregate beneficial
interests in the Portfolio. Any additions or reductions which are to be effected
on that day will then be effected. The investor's percentage of the aggregate
beneficial interests in the Portfolio will then be recomputed as the percentage
equal to the fraction (i) the numerator of which is the value of such investor's
investment in the Portfolio as of the close of trading on such day plus or
minus, as the case may be, the amount of net additions to or reductions in the
investor's investment in the Portfolio effected on such day, and (ii) the
denominator of which is the aggregate net asset value of the Portfolio as of the
close of trading on such day plus or minus, as the case may be, the amount of
the net additions to or reductions in the aggregate investments in the Portfolio
by all investors in the Portfolio. The percentage so determined will then be
applied to determine the value of the investor's interest in the Portfolio as of
the close of trading on the following day the NYSE is open for trading.
ITEM 19. TAXATION OF THE PORTFOLIO.
- -----------------------------------
Information on the taxation of the Portfolio is incorporated by
reference herein from the section entitled "Dividends, Distributions and Tax
Matters" in the Feeder's Part B.
ITEM 20. UNDERWRITERS.
- ----------------------
Not applicable.
ITEM 21. CALCULATION OF PERFORMANCE DATA.
- -----------------------------------------
Not applicable.
ITEM 22. FINANCIAL STATEMENTS.
- ------------------------------
Audited financial statements for the Portfolio for the fiscal year ended
October 31, 1998 are included herein, in reliance on the report of
PricewaterhouseCoopers LLP, independent auditors, given on the authority of said
firm as experts in auditing and accounting.
B-6
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Shareholders and Board of Trustees of Emerging Markets Debt Portfolio:
In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the supplementary data present fairly, in all material
respects, the financial position of the Emerging Markets Debt Portfolio at
October 31, 1998, and the results of its operations, the changes in its net
assets and the supplementary data for the periods indicated, in conformity with
generally accepted accounting principles. These financial statements and
supplementary data (hereafter referred to as "financial statements") are the
responsibility of the Portfolio'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, 1998 by
correspondence with the custodian and brokers, provide a reasonable basis for
the opinion expressed above.
PRICEWATERHOUSECOOPERS LLP
BOSTON, MASSACHUSETTS
DECEMBER 18, 1998
<PAGE>
PORTFOLIO OF INVESTMENTS
October 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL VALUE % OF NET
FIXED INCOME INVESTMENTS CURRENCY AMOUNT (NOTE 1) ASSETS
- ----------------------------------------------------------- -------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
GOVERNMENT & GOVERNMENT AGENCY OBLIGATIONS (75.2%)
ALGERIA (4.3%)
Algeria Tranche 1 Loan Assignment, 6.625% due
9/4/06+ .............................................. USD 15,200,000 $ 7,752,000 4.3
ARGENTINA (18.2%)
Republic of Argentina:
I.O. Strip, 12.11% due 4/10/05 ...................... USD 10,390,000 9,142,145 5.0
Discount Bond, 6.625% due 3/31/23+ .................. USD 12,518,000 8,527,888 4.7
Par Bond Series L, 5.75% (6% at 3/31/99) due
3/31/23++ .......................................... USD 11,540,000 8,020,300 4.4
Global Bond, 9.75% due 9/19/27 ...................... USD 4,573,000 3,970,507 2.2
7.297% due 7/8/05 ................................... ITL 7,780,000,000 3,526,648 1.9
BRAZIL (4.7%)
Brazil Floating Rate Discount Note, 6.125% due
4/15/24+ ............................................. USD 14,398,000 8,557,811 4.7
BULGARIA (7.1%)
Republic of Bulgaria:
Discount Bond Series A, 6.6875% due 7/28/24 -
Euro+ .............................................. USD 11,120,000 7,811,800 4.3
Front Loaded Interest Reduction Bond Series A, 2.5%
(2.75% at 7/99) due 7/28/12++ ...................... USD 9,427,000 5,208,418 2.8
COLOMBIA (4.2%)
Republic of Colombia:
8.625% due 4/1/08 ................................... USD 6,498,000 5,100,930 2.8
7.27% due 6/15/03 - 144A{.} ......................... USD 3,300,000 2,689,500 1.4
IVORY COAST (4.8%)
Ivory Coast:
Past Due Interest Bond, 1.9% (2.9% at 3/31/09) due
3/29/18++ .......................................... FRF 153,852,500 6,856,419 3.8
Past due Interest Bond, 2% (3% at 3/31/09) due
3/29/18++ .......................................... USD 5,875,625 1,718,620 1.0
JAMAICA (3.8%)
Government of Jamaica, 10.875% due 6/10/05 -
144A{.} .............................................. USD 9,054,000 6,790,500 3.8
KOREA (0.6%)
Korea Republic Restructured Debt, 8.281% due
4/8/00+ .............................................. USD 1,230,000 1,143,900 0.6
MEXICO (13.5%)
United Mexican States:
9.875% due 1/15/07 .................................. USD 7,390,000 7,029,738 3.9
Discount Bond Series A, 6.1156% due 12/31/19+ +/+ ... USD 8,295,000 6,475,284 3.6
6.63% due 12/31/19 .................................. FRF 39,000,000 5,468,652 3.0
Global Bond, 11.375% due 9/15/16 .................... USD 2,688,000 2,684,640 1.5
Discount Bond Series D, 6.6016% due 12/31/19+ ....... USD 2,210,000 1,725,181 1.0
Discount Bond Series B, 6.47656% due 12/31/19+
+/+ ................................................ USD 1,265,000 987,491 0.5
PANAMA (3.2%)
Republic of Panama:
Interest Reduction Bond, 4.00% (4.25% at 7/99) due
7/17/14++ .......................................... USD 4,350,000 3,183,656 1.8
8.875% due 9/30/27 .................................. USD 2,689,000 2,480,603 1.4
PERU (4.6%)
Republic of Peru, Past Due Interest Bond, 4% (4.5% at
3/8/99) due 3/7/17++ ................................. USD 14,305,000 8,225,375 4.6
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
PORTFOLIO OF INVESTMENTS (cont'd)
October 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL VALUE % OF NET
FIXED INCOME INVESTMENTS CURRENCY AMOUNT (NOTE 1) ASSETS
- ----------------------------------------------------------- -------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
GOVERNMENT AGENCY OBLIGATIONS (CONTINUED)
POLAND (4.6%)
Poland:
3% (3.5% at 10/28/99) due 10/27/24 - Euro++ ......... USD 8,210,000 $ 5,459,650 3.0
Past Due Interest, 5% (6% at 10/28/99) 10/27/14 -
Euro++ ............................................. USD 3,138,000 2,853,619 1.6
RUSSIA (1.6%)
Bank for Foreign Economic Affairs (Venesheconombank)
Principal Loans, 6.625% due 12/15/20+ ................ USD 37,242,372 2,956,113 1.6
------------
Total Government & Government Agency Obligations (cost
$164,789,707) ............................................ 136,347,388
------------
CORPORATE BONDS (20.7%)
ARGENTINA (1.3%)
Disco S.A., 9.875% due 5/15/08 - 144A{.} .............. USD 1,960,000 1,367,100 0.7
Mastellone Hermanos S.A., 11.75% due 4/1/08 -
144A{.} .............................................. USD 1,943,000 1,185,230 0.6
BRAZIL (6.1%)
Globo Comunicacoes Participacoes, 10.625% due 5/12/08 -
144A{.} .............................................. USD 5,995,000 3,432,138 1.9
Banco Hipotecario Espana, 10% due 4/17/03 - 144A{.} ... USD 3,679,000 3,237,520 1.8
Banco Nacional de Desenvolvimento Economico e Social
(BNDES):
10.8% due 6/16/08 -144A{.} .......................... USD 1,694,000 1,185,800 0.7
10.8% due 6/16/08 - Reg S{c} ........................ USD 1,375,000 962,500 0.5
RBS Participacoes S.A., 11% due 4/1/07 - 144A{.} ...... USD 3,708,000 1,668,600 0.9
CSN Iron S.A., 9.125% due 6/1/07 ...................... USD 985,000 558,988 0.3
COLOMBIA (0.9%)
Financiera Energia Nacional, 9.375% due 6/15/06 - Reg
S{c} ................................................. USD 2,200,000 1,613,260 0.9
JAMAICA (1.6%)
Mechala Group Jamaica:
12.75% due 12/30/99 - Series B ...................... USD 2,846,000 1,992,200 1.1
12.75% due 12/30/99 - Reg S{c} ...................... USD 1,288,000 901,600 0.5
KOREA (0.9%)
Pohang Iron & Steel, 2% due 10/9/00 ................... JPY 224,000,000 1,665,177 0.9
LUXEMBOURG (1.7%)
Cellco Finance N.V., 15% due 8/1/05 - Reg S{c} ........ USD 3,790,000 3,069,900 1.7
MEXICO (6.4%)
Petroleos Mexicanos (PEMEX), 9.25% due 3/30/18 -
144A{.} .............................................. USD 9,257,000 7,544,455 4.2
Dine, S.A. de C.V., 8.75% due 10/15/07 - 144A{.} ...... USD 2,060,000 1,627,400 0.9
Cemex Valenciana, 9.66% due 11/29/49 - 144A{.} ........ USD 1,430,000 1,201,200 0.7
Banco Nacional Comercio Exte., 8% due 7/18/02 - Reg
S{c} ................................................. USD 1,180,000 1,076,750 0.6
RUSSIA (0.9%)
Lukinter Finance BV Convertible, 3.5% due 5/6/02 -
144A{.} .............................................. USD 2,283,000 833,295 0.5
Mosenergo Finance BV, 8.375% due 10/9/02 - 144A{.} .... USD 4,200,000 735,000 0.4
SINGAPORE (0.9%)
Krung Thai Bank, 6.23% due 9/30/04 .................... USD 2,500,000 1,650,000 0.9
------------
Total Corporate Bonds (cost $53,441,317) .................. 37,508,113
------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
PORTFOLIO OF INVESTMENTS (cont'd)
October 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL VALUE % OF NET
FIXED INCOME INVESTMENTS CURRENCY AMOUNT (NOTE 1) ASSETS
- ----------------------------------------------------------- -------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
STRUCTURED NOTES (2.0%)
KOREA (2.0%)
Fixed Rate Trust Certificate 13.55% due 2/15/02[::]
(Issued by a newly created Delaware Business Trust,
collateralized by triple A paper. This trust
certificate has a credit risk component linked to
the value of a referenced security: Korean
Development Bank 1.875% 2002.)
(cost $5,050,000) ................................. USD 5,050,000 $ 3,694,075 2.0
------------ -----
TOTAL FIXED INCOME INVESTMENTS (cost $223,281,024) ........ 177,549,576 97.9
------------ -----
<CAPTION>
REPURCHASE AGREEMENT
- -----------------------------------------------------------
<S> <C> <C> <C> <C>
Dated October 30, 1998, with State Street Bank & Trust
Co., due November 2, 1998, for an effective yield 5.30%
collateralized by $5,000 U.S. Treasury Bonds, 8.75% due
05/15/17 (market value of collateral is $7,211 including
accrued interest). (cost $7,000) ...................... 7,000 --
------------ -----
TOTAL INVESTMENTS (cost $223,288,024) * .................. 177,556,576 97.9
Other Assets and Liabilities .............................. 3,742,347 2.1
------------ -----
NET ASSETS ................................................ $181,298,923 100.0
------------ -----
------------ -----
</TABLE>
- --------------
[::] Certain events may cause the contract to terminate prior to date
shown.
{.} Security exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt
from registration, normally to qualified institutional buyers.
{c} Security issued under Regulation S. Rule 144A and additional
restrictions may apply in the resale of such securities.
+ The coupon rate shown on floating rate note represents the rate at
period end.
++ The coupon rate shown on step-up coupon bond represents the rate at
period end.
+/+ Issued with detachable warrants or value recovery rights. The
current market value of each warrant or right is zero.
* For Federal income tax purposes, cost is $229,575,059 and
appreciation (depreciation) is as follows:
<TABLE>
<S> <C>
Unrealized appreciation: $ 2,192,621
Unrealized depreciation: (54,211,104)
-------------
Net unrealized depreciation: $ (52,018,483)
-------------
-------------
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY CONTRACTS OUTSTANDING
OCTOBER 31, 1998
<TABLE>
<CAPTION>
UNREALIZED
MARKET VALUE CONTRACT DELIVERY APPRECIATION
CONTRACTS TO SELL: (U.S. DOLLARS) PRICE DATE (DEPRECIATION)
- ---------------------------------------- -------------- ------------ -------- --------------
<S> <C> <C> <C> <C>
French Francs........................... 6,685,024 5.45470 03/18/99 $ 79,784
Japanese Yen............................ 1,596,301 118.80000 11/27/98 (38,220)
-------------- --------------
Total Contracts to Sell (Receivable
amount $8,322,889)................... 8,281,325 41,564
-------------- --------------
THE VALUE OF CONTRACTS TO SELL AS
PERCENTAGE OF NET ASSETS IS 4.57%.
Total Open Forward Foreign Currency
Contracts............................ $ 41,564
--------------
--------------
</TABLE>
- ----------------
See Note 1 of Notes to the Financial Statements.
The accompanying notes are an integral part of the financial statements.
<PAGE>
STATEMENT OF ASSETS
AND LIABILITIES
October 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Assets:
Investments in securities, at value (cost $223,288,024).................................... $177,556,576
U.S. currency.................................................................... $ 90
Foreign currencies (cost $655,357)............................................... 647,780 647,870
--------
Receivable for securities sold............................................................. 11,083,854
Interest receivable........................................................................ 5,228,106
Receivable for open forward foreign currency contracts, net................................ 41,564
Receivable for Fund shares sold............................................................ 100
------------
Total assets............................................................................. 194,558,070
------------
Liabilities:
Payable for securities purchased........................................................... 11,070,590
Borrowings................................................................................. 2,000,000
Payable for investment management and administration fees.................................. 105,373
Payable for custodian fees................................................................. 30,000
Payable for professional fees.............................................................. 17,530
Other accrued expenses..................................................................... 35,654
------------
Total liabilities........................................................................ 13,259,147
------------
Net assets................................................................................... $181,298,923
------------
------------
Net assets consist of:
Paid in capital............................................................................ $ 21,252,993
Accumulated net investment income.......................................................... 195,684,078
Accumulated net realized gain on investments and foreign currency transactions............. 10,061,604
Net unrealized appreciation on translation of assets and liabilities in foreign
currencies................................................................................ 31,696
Net unrealized depreciation of investments................................................. (45,731,448)
------------
Total -- net assets applicable to beneficial interest outstanding............................ $181,298,923
------------
------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
STATEMENT OF OPERATIONS
Year ended October 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Investment income:
Interest income............................................................................. $ 39,014,757
Other income................................................................................ 957,492
------------
Total investment income................................................................... 39,972,249
------------
Expenses:
Investment management and administration fees............................................... 2,241,949
Custodian fees.............................................................................. 103,300
Professional fees........................................................................... 5,110
Other expenses.............................................................................. 107,053
------------
Total expenses............................................................................ 2,457,412
------------
Net investment income......................................................................... 37,514,837
------------
Net realized and unrealized loss on investments and foreign currencies:
Net realized loss on investments............................................. $ (66,692,221)
Net realized loss on foreign currency transactions........................... (2,809,719)
-------------
Net realized loss during the year......................................................... (69,501,940)
Net change in unrealized appreciation on translation of assets and
liabilities in foreign currencies........................................... 951,172
Net change in unrealized depreciation of investments......................... (50,094,366)
-------------
Net unrealized depreciation during the year............................................... (49,143,194)
------------
Net realized and unrealized loss on investments and foreign currencies........................ (118,645,134)
------------
Net decrease in net assets resulting from operations.......................................... $(81,130,297)
------------
------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1998 1997
-------------- --------------
<S> <C> <C>
Decrease in net assets
Operations:
Net investment income................. $ 37,514,837 $ 37,436,645
Net realized gain (loss) on
investments and foreign currency
transactions......................... (69,501,940) 69,702,747
Net change in unrealized appreciation
(depreciation) on translation of
assets and liabilities in foreign
currencies........................... 951,172 (1,099,793)
Net change in unrealized depreciation
of investments....................... (50,094,366) (36,470,606)
-------------- --------------
Net increase (decrease) in net
assets resulting from operations... (81,130,297) 69,568,993
-------------- --------------
Beneficial interest transactions:
Contributions......................... 108,512,638 276,030,036
Withdrawals........................... (214,723,268) (424,030,459)
-------------- --------------
Net decrease from beneficial
interest transactions.............. (106,210,630) (148,000,423)
-------------- --------------
Total decrease in net assets............ (187,340,927) (78,431,430)
Net assets:
Beginning of year..................... 368,639,850 447,071,280
-------------- --------------
End of year........................... $ 181,298,923 $ 368,639,850
-------------- --------------
-------------- --------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------
Contained below are ratios and supplemental data that have been derived from
information provided in the financial statements.
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
----------------------------------------------------------
1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Ratios and supplemental data:
Net assets, end of period (in 000's).... $ 181,299 $ 368,640 $ 447,071 $ 358,681 $ 400,911
Ratio of net investment income to
average net assets..................... 12.20% 8.23% 10.31% 12.8% 7.93%
Ratio of expenses to average net assets
excluding interest expense:
With expense reductions............... 0.80% .69% 0.83% 0.78% 0.72%
Without expense reductions............ 0.80% .74% 0.83% 0.78% 0.72%
Ratio of interest expense to average net
assets................................. N/A N/A N/A N/A 0.22%
Portfolio turnover rate................. 339% 214% 290% 213% 178%
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
NOTES TO
FINANCIAL STATEMENTS
October 31, 1998
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES (SEE ALSO NOTE 2)
Emerging Markets Debt Portfolio (the "Portfolio", formerly the Global High
Income Portfolio), a Delaware business trust and is registered under the 1940
Act as a non-diversified, open-end management investment company.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of income and expenses during the reporting period. Actual
results could differ from those estimates. The following is a summary of
significant accounting policies in conformity with generally accepted accounting
principles consistently followed by the Portfolio in the preparation of the
financial statements.
(A) PORTFOLIO VALUATION
The Portfolio calculates the net asset value of and completes orders to
purchase, exchange, or repurchase Portfolio shares of beneficial interest on
each business day, with the exception of those days on which the New York Stock
Exchange is closed.
Equity securities are valued at the last sale price on the exchange on which
such securities are traded, or on the principal over-the-counter market on which
such securities are traded, as of the close of business on the day the
securities are being valued, or, lacking any sales, at the last available bid
price. In cases where securities are traded on more than one exchange, the
securities are valued on the exchange determined by A I M Advisors, Inc. (the
"Manager") to be the primary market.
Fixed income investments are valued at the mean of representative quoted bid and
ask prices for such investments or, if such prices are not available, at prices
for investments of comparative maturity, quality, and type; however, when the
Manager deems it appropriate, prices obtained for the day of valuation from a
bond pricing service will be used. Short-term investments with a maturity of 60
days or less are valued at amortized cost adjusted for foreign exchange
translation and market fluctuation, if any.
Investments for which market quotations are not readily available (including
restricted securities which are subject to limitations on their sale) are valued
at fair value as determined in good faith by or under the direction of the
Trust's Board of Trustees.
Portfolio securities which are primarily traded on foreign exchanges are
generally valued at the preceding closing values of such securities on their
respective exchanges, and those values are then translated into U.S. dollars at
the current exchange rates, except that when an occurrence subsequent to the
time a value was so established is likely to have materially changed such value,
then the fair value of those securities will be determined by consideration of
other factors by or under the direction of the Trust's Board of Trustees.
(B) FOREIGN CURRENCY TRANSLATION
The accounting records of the Portfolio are maintained in U.S. dollars. The
market values of foreign securities, currency holdings, and other assets and
liabilities are recorded in the books and records of the Portfolio after
translation to U.S. dollars based on the exchange rates on that day. The cost of
each security is determined using historical exchange rates. Income and
withholding taxes are translated at prevailing exchange rates when earned or
incurred.
The Portfolio does not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from
fluctuations arising from changes in market prices of securities held. Such
fluctuations are included with the net realized and unrealized gain or loss from
investments.
Reported net realized foreign exchange gains or losses arise from sales and
maturities of short-term securities, forward foreign currency contracts, sales
of foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Portfolio's books and the U.S. dollar equivalent of the amounts actually
received or paid. Net unrealized foreign exchange gains or losses arise from
changes in the value of assets and liabilities other than investments in
securities at period end, resulting from changes in exchange rates.
(C) REPURCHASE AGREEMENTS
With respect to repurchase agreements entered into by the Portfolio, it is the
Portfolio's policy to always receive, as collateral, United States government
securities or other high quality debt securities of which the value, including
accrued interest, is at least equal to the amount to be repaid to the Portfolio
under each agreement at its maturity.
(D) FORWARD FOREIGN CURRENCY CONTRACTS
A forward foreign currency contract ("Forward Contract") is an agreement between
two parties to buy and sell a currency at a set price on a future date. The
market value of the Forward Contract fluctuates with changes in currency
exchange rates. The Forward Contract is marked-to-market daily and the change in
market value is recorded by the Portfolio as an unrealized gain or loss. When
the Forward Contract is closed, the Portfolio records a realized gain or loss
equal to the difference between the value at the time it was opened and the
value at the time it was closed. Forward Contracts involve market risk in excess
of the amount shown in the Portfolio's "Statement of Assets and Liabilities".
The Portfolio could be exposed to risk if a counterparty is unable to meet the
terms of the contract or if the value of the currency changes unfavorably. The
Portfolio may enter into Forward Contracts in connection with planned purchases
or sales of securities, or to hedge against adverse fluctuations in exchange
rates between currencies.
(E) OPTION ACCOUNTING PRINCIPLES
When the Portfolio writes a call or put option, an amount equal to the premium
received is included in the Portfolio's "Statement of Assets and Liabilities" as
an asset and an equivalent liability. The amount of the liability is
subsequently marked-to-market to reflect the current
<PAGE>
market value of the option. The current market value of an option listed on a
traded exchange is valued at its last bid price, or, in the case of an
over-the-counter option, is valued at the average of the last bid prices
obtained from brokers, unless a quotation from only one broker is available, in
which case only that broker's price will be used. If an option expires on its
stipulated expiration date or if the Portfolio enters into a closing purchase
transaction, a gain or loss is realized without regard to any unrealized gain or
loss on the underlying security and the liability related to such option is
extinguished. If a written call option is exercised, a gain or loss is realized
from the sale of the underlying security and the proceeds of the sale are
increased by the premium originally received. If a written put option is
exercised, the cost of the underlying security purchased would be decreased by
the premium originally received. The Portfolio can write options only on a
covered basis, which, for a call, requires that the Portfolio hold the
underlying security and, for a put, requires the Portfolio to set aside cash,
U.S. government securities or other liquid securities in an amount not less than
the exercise price, or otherwise provide adequate cover at all times while the
put option is outstanding. The Portfolio may use options to manage its exposure
to the stock market and to fluctuations in currency values or interest rates.
The premium paid by the Portfolio for the purchase of a call or put option is
included in the Portfolio's "Statement of Assets and Liabilities" as an
investment and subsequently "marked-to-market" to reflect the current market
value of the option. If an option which the Portfolio has purchased expires on
the stipulated expiration date, the Portfolio realizes a loss in the amount of
the cost of the option. If the Portfolio enters into a closing sale transaction,
the Portfolio realizes a gain or loss, depending on whether proceeds from the
closing sale transaction are greater or less than the cost of the option. If the
Portfolio exercises a call option, the cost of the securities acquired by
exercising the call is increased by the premium paid to buy the call. If the
Portfolio exercises a put option, it realizes a gain or loss from the sale of
the underlying security, and the proceeds from such sale are decreased by the
premium originally paid.
The risk associated with purchasing options is limited to the premium originally
paid. The risk in writing a call option is that the Portfolio may forego the
opportunity of profit if the market value of the underlying security or index
increases and the option is exercised. The risk in writing a put option is that
the Portfolio may incur a loss if the market value of the underlying security or
index decreases and the option is exercised. In addition, there is the risk the
Portfolio may not be able to enter into a closing transaction because of an
illiquid secondary market.
(F) FUTURES CONTRACTS
A futures contract is an agreement between two parties to buy and sell a
security at a set price on a future date. Upon entering into such a contract the
Portfolio is required to pledge to the broker an amount of cash or securities
equal to the minimum "initial margin" requirements of the exchange on which the
contract is traded. Pursuant to the contract, the Portfolio agrees to receive
from or pay to the broker an amount of cash equal to the daily fluctuation in
value of the contract. Such receipts or payments are known as "variation margin"
and are recorded by the Portfolio as unrealized gains or losses. When the
contract is closed, the Portfolio records a realized gain or loss equal to the
difference between the value of the contract at the time it was opened and the
value at the time it was closed. The potential risk to the Portfolio is that the
change in value of the underlying securities may not correlate to the change in
value of the contracts. The Portfolio may use futures contracts to manage its
exposure to the stock market and to fluctuations in currency values or interest
rates.
(G) SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME
Security transactions are accounted for on the trade date (date the order to buy
or sell is executed). The cost of securities sold is determined on a first-in,
first-out-basis, unless otherwise specified. Dividends are recorded on the
ex-dividend date. Interest income is recorded on the accrual basis. Where a high
level of uncertainty exists as to its collection, income is recorded net of all
withholding tax with any rebate recorded when received. The Portfolio may trade
securities on other than normal settlement terms. This may increase the risk if
the other party to the transaction fails to deliver and causes the Portfolio to
subsequently invest at less advantageous prices.
(H) PORTFOLIO SECURITIES LOANED
At October 31, 1998, stocks with an aggregate value of $10,301,788 were on loan
to brokers. The loans were secured by cash collateral of $11,293,368 received by
the Portfolio.
For international securities, cash collateral is received by the Portfolio
against loaned securities in an amount at least equal to 105% of the market
value of the loaned securities at the inception of each loan. This collateral
must be maintained at not less than 103% of the market value of the loaned
securities during the period of the loan. For domestic securities, cash
collateral is received by the Portfolio against loaned securities in the amount
at least equal to 102% of the market value of the loaned securities at the
inception of each loan. This collateral must be maintained at not less than 100%
of the market value of the loaned securities during the period of the loan. The
cash collateral is invested in a securities lending trust which consists of a
portfolio of high quality short duration securities whose average effective
duration is restricted to 120 days or less.
(I) TAXES
It is the intended policy of the Portfolio to meet the requirements for
qualification as a "regulated investment company" under the Internal Revenue
Code of 1986, as amended ("Code"). Therefore, no provision has been made for
Federal taxes on income, capital gains, or unrealized appreciation of securities
held, and excise tax on income and capital gains.
(J) 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 rate
fluctuations, perceived credit risk, adverse political and economic developments
and possible adverse foreign government intervention.
<PAGE>
(K) 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.
(L) RESTRICTED SECURITIES
The Portfolio is permitted to invest in privately placed restricted securities.
These securities may be resold in transactions exempt from registration or to
the public if the securities are registered. Disposal of these securities may
involve time-consuming negotiations and expense, and prompt sale at an
acceptable price may be difficult. At the end of the year, restricted
securities, if any, (excluding 144A issues), are shown at the end of the Fund's
Portfolio of Investments.
(M) SECURITIES PURCHASED ON A WHEN-ISSUED OR FORWARD COMMITMENT BASIS
The Portfolio may trade securities on a when-issued or forward commitment basis,
with payment and delivery scheduled for a future date. These transactions are
subject to market fluctuations and are subject to the risk that the value at
delivery may be more or less than the trade date purchase price. Although the
Portfolio will generally purchase these securities with the intention of
acquiring such securities, they may sell such securities before the settlement
date. These securities are identified on the accompanying Portfolio of
Investments. The Portfolio has set aside sufficient cash or liquid securities as
collateral for these purchase commitments.
(N) LINE OF CREDIT
The Portfolio, along with certain other funds advised and/or administered by the
Manager, has a line of credit with BankBoston. The arrangement with the bank
allows all specified funds and certain other Funds to borrow, on a first come,
first serve basis, an aggregate maximum amount of $150,000,000. The Portfolio is
limited to borrowing up to 33 1/2% of the value of the Fund's total assets. On
October 31, 1998, AIM Emerging Markets Debt Portfolio had $2,000,000 in loans
outstanding.
For the year ended October 31, 1998, the weighted average outstanding daily
balance of bank loans (based on the number of days the loans were outstanding)
for the Portfolio was $6,402,778, with a weighted average interest rate of
6.27%. Interest expense for the year ended October 31, 1998 was $80,253 and is
included in "Other Expenses" on the Statement of Operations.
2. RELATED PARTIES
A I M Advisors, Inc. (the "Manager"), an indirect wholly-owned subsidiary of
AMVESCAP PLC, is the Portfolio's investment manager and administrator and
INVESCO (NY), Inc., (formerly, Chancellor LGT Asset Management, Inc.) is the
Fund's and Portfolio's investment sub-advisor and sub-administrator.
The AIM Emerging Markets Debt Portfolio pays investment management and
administration fees to the Manager at the annualized rate of 0.475% on the first
$500 million of average daily net assets of the Portfolio; 0.45% on the next $1
billion; 0.425% on the next $1 billion; and 0.40% on amounts thereafter, plus 2%
of the Portfolio's total investment income calculated in accordance with
generally accepted accounting principles, adjusted daily for currency
revaluations, on a mark to market basis, of the Portfolio's assets; provided,
however, that during any fiscal year this amount shall not exceed 2% of the
Portfolio's total investment income calculated in accordance with generally
accepted accounting principles. These fees are computed daily and paid monthly.
The Trust pays each Trustee who is not an employee, officer or director of the
Manager, or any other affiliated company, $5,000 per year plus $300 for each
meeting of the board or any committee thereof attended by the Trustee.
3. PURCHASES AND SALES OF SECURITIES
For the year ended October 31, 1998, purchases and sales of investment
securities by the Portfolio, other than U.S. government obligations and
short-term investments, aggregated $939,420,479 and $952,299,285, respectively.
For the year ended October 31, 1998, sales of U.S. government obligations
aggregated $27,908,116. There were no purchases of U.S. government obligations.
4. SUBSEQUENT EVENT
Effective December 14, 1998, sub-advisory and sub-administration responsibility
for the Portfolio was transferred from INVESCO (NY), Inc. to INVESCO Asset
Management Ltd., another indirect wholly-owned subsidiary of AMVESCAP PLC. A I M
Advisors, Inc. will continue to serve as the manager and administrator of the
Portfolio. The transfer will not change the fees paid by A I M Advisors, Inc.
for sub-advisory services and will not change the nature of the sub-advisory
services provided to the Portfolio or the personnel providing such services.
<PAGE>
BOARD OF TRUSTEES
C. Derek Anderson
President, Plantagenet Capital
Management, LLC (an investment
partnership); Chief Executive Officer,
Plantagenet Holdings, Ltd.
(an investment banking firm)
Frank S. Bayley
Partner, law firm of
Baker & McKenzie
Robert H. Graham
President and Chief Executive Officer,
A I M Management Group Inc.
Arthur C. Patterson
Managing Partner, Accel Partners
(a venture capital firm)
Ruth H. Quigley
Private Investor
OFFICERS
Robert H. Graham
Chairman and President
Helge K. Lee
Vice President & Secretary
Dana R. Sutton
Vice President & Assistant Treasurer
Kenneth W. Chancey
Vice President &
Principal Accounting Officer
John J. Arthur
Vice President
Melville B. Cox
Vice President
Gary T. Crum
Vice President
Carol F. Relihan
Vice President
David P. Hess
Assistant Secretary
Nancy L. Martin
Assistant Secretary
Ofelia M. Mayo
Assistant Secretary
Kathleen J. Pflueger
Assistant Secretary
Samuel D. Sirko
Assistant Secretary
Pamela Ruddock
Assistant Treasurer
Paul Wozniak
Assistant Treasurer
OFFICE OF THE FUND
11 Greenway Plaza
Suite 100
Houston, TX 77046
INVESTMENT MANAGER
A I M Advisors, Inc.
11 Greenway Plaza
Suite 100
Houston, TX 77046
TRANSFER AGENT
A I M Fund Services, Inc.
P.O. Box 4739
Houston, TX 77210-4739
CUSTODIAN
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
COUNSEL TO THE FUND
Kirkpatrick & Lockhart, LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
COUNSEL TO THE TRUSTEES
Paul, Hastings, Janofsky & Walker LLP
Twenty Third Floor
555 South Flower Street
Los Angeles, CA 90071
DISTRIBUTOR
A I M Distributors, Inc.
11 Greenway Plaza
Suite 100
Houston, TX 77046
AUDITORS
PricewaterhouseCoopers LLP
One Post Office Square
Boston, MA 02109
<PAGE>
PART C: OTHER INFORMATION
EMERGING MARKETS DEBT PORTFOLIO
ITEM 23. EXHIBITS.
- ------------------
Exhibit
Number Description
- ------ -----------
(a) (1) - Agreement and Declaration of Trust of Registrant, dated May 7,
1998, was filed electronically as an Exhibit to Amendment No. 9
to the Registration Statement on Form N-1A, on February 26, 1999,
and is hereby incorporated by reference.
(2) - Certificate of Amendment to Certificate of Trust of Registrant
was filed electronically as an Exhibit to Amendment No. 9 to the
Registration Statement on Form N-1A, on February 26, 1999, and is
hereby incorporated by reference.
(b) (1) - By-Laws of Registrant was filed electronically as an Exhibit to
Amendment No. 9 to the Registration Statement on Form N-1A, on
February 26, 1999, and is hereby incorporated by reference.
(2) - Amended and Restated By-Laws of Registrant was filed
electronically as an Exhibit to Amendment No. 9 to the
Registration Statement on Form N-1A, on February 26, 1999, and is
hereby incorporated by reference.
(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 were
included as part of Exhibits (a)(1) and (b) to Amendment No. 9 to
the Registration Statement on Form N-1A, on February 26, 1999,
and are hereby incorporated by reference.
(d) (1) - Investment Management and Administration Contract, dated May 29,
1998, between Registrant and A I M Advisors, Inc. was filed
electronically as an Exhibit to Amendment No. 9 to the
Registration Statement on Form N-1A, on February 26, 1999, and is
hereby incorporated by reference.
(2) - Form of Sub-Advisory Contract between A I M Advisors, Inc. and
INVESCO Asset Management Ltd. with respect to Registrant was
filed electronically as an Exhibit to Amendment No. 9 to the
Registration Statement on Form N-1A, on February 26, 1999, and is
hereby incorporated by reference.
(e) - Underwriting Contracts - None.
(f) - Bonus or Profit Sharing Contracts - None.
C-1
<PAGE>
(g) - Amendment to Custodian Contract, dated January 26, 1999, was
filed electronically as an Exhibit to Amendment No. 9 to the
Registration Statement on Form N-1A, on February 26, 1999, and is
hereby incorporated by reference.
(h) - Other Material Contracts - None.
(i) - Legal Opinion - None.
(j) - Consent of PricewaterhouseCoopers LLP, independent auditors, is
filed herewith electronically.
(k) - Omitted Financial Statements - None.
(l) - Initial Capitalization Agreements - None.
(m) - Rule 12b-1 Plan - None.
(n) - Financial Data Schedule is filed herewith electronically.
(o) - Rule 18f-3 Plan - None.
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.
C-2
<PAGE>
Article VIII, Section 3 of the Registrant's Amended and Restated By-Laws
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 Amended and Restated By-Laws and other
applicable law.
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
disregard by AIM of its obligations and duties under the Investment
Management and Administration Contract.
Section 8 of the Sub-Advisory and Sub-Administration Contract between the
Registrant and the Sub-advisor provides that the Sub-advisor shall not be
liable, and each series of the Registrant shall indemnify the Sub-advisor
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 Sub-Advisory and Sub-Administration Contract relates
except a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Sub-advisor in the performance by the
Sub-advisor of its duties or from reckless disregard by the Sub-advisor
of its obligations and duties under the Sub-Advisory and
Sub-Administration Contract.
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 ADVISOR, AND EACH DIRECTOR, OFFICER OR
PARTNER OF THE ADVISOR, 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 Amendment. Information as to the Directors and Officers of A I M
Advisors, Inc. and INVESCO Asset Management Ltd. is included in Schedule A
and Schedule D of Part I of each entity's Form ADV (File No. 801-12313 and
File No. 801-50197, respectively), filed with the Securities and Exchange
Commission, which are incorporated herein by reference thereto.
ITEM 27. PRINCIPAL UNDERWRITERS.
- --------------------------------
None.
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-3
<PAGE>
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, Massachusetts 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-4
<PAGE>
SIGNATURES
Pursuant to the Investment Company Act of 1940, the Emerging Markets
Debt Portfolio has duly caused this Registration Statement to be signed on its
behalf by the undersigned, duly authorized, in the City of Houston, Texas on the
11th day of August, 1999.
EMERGING MARKETS DEBT PORTFOLIO
By: /s/ Robert H. Graham
-----------------------------
Robert H. Graham, President
<PAGE>
INDEX TO EXHIBITS
EMERGING MARKETS DEBT PORTFOLIO
Exhibit Number
- --------------
(j) Consent of PricewaterhouseCoopers LLP, independent auditors
(n) Financial Data Schedule
PRICEWATERHOUSECOOPERS
Consent of Independent Accountants
To the Trustees of Emerging Markets Debt Portfolio:
RE: Emerging Markets Debt Portfolio
We consent to the inclusion in Amendment No. 10 to the Registration Statement on
Form N-1A, under the Investment Company Act of 1940, of Emerging Markets Debt
Portfolio (the "Portfolio"), of our report dated December 18, 1998, on our audit
of the financial statements and supplementary data of the Portfolio, for the
periods stated therein, which are included in this Registration Statement. We
also consent to the reference to our Firm as "Experts" under the caption
"Financial Statements."
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Boston, Massachusetts
May 19, 1999
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS LEGEND CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FUND'S
ANNUAL FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000893580
<NAME> AIM EMERGING MARKETS DEBT PORTFOLIO
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 223288
<INVESTMENTS-AT-VALUE> 177557
<RECEIVABLES> 16354
<ASSETS-OTHER> 647
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 194558
<PAYABLE-FOR-SECURITIES> 11071
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2188
<TOTAL-LIABILITIES> 13259
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 21253
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 195684
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 10062
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (45700)
<NET-ASSETS> 181299
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 39015
<OTHER-INCOME> 957
<EXPENSES-NET> 2457
<NET-INVESTMENT-INCOME> 37515
<REALIZED-GAINS-CURRENT> (69502)
<APPREC-INCREASE-CURRENT> (49143)
<NET-CHANGE-FROM-OPS> (81130)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (187341)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2242
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2457
<AVERAGE-NET-ASSETS> 511484
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.00
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.00
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0.00
</TABLE>
