AIM VARIABLE INSURANCE FUNDS INC
497, 1995-08-28
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<PAGE>
 
                       AIM VARIABLE INSURANCE FUNDS, INC.

                       AIM V.I. CAPITAL APPRECIATION FUND
                        AIM V.I. DIVERSIFIED INCOME FUND
                         AIM V.I. GLOBAL UTILITIES FUND
                      AIM V.I. GOVERNMENT SECURITIES FUND
                              AIM V.I. GROWTH FUND
                        AIM V.I. GROWTH AND INCOME FUND
                       AIM V.I. INTERNATIONAL EQUITY FUND
                           AIM V.I. MONEY MARKET FUND
                              AIM V.I. VALUE FUND

                        Supplement dated August 28, 1995
                   to the Statement of Additional Information
                               dated May 1, 1995


     The following sentence is inserted after the first sentence of the third
full paragraph on Page 29 under the caption "Determination of Net Asset Value"
in the Statement of Additional Information:

     "Exchange listed convertible debt securities are valued at the mean between
the last bid and asked prices obtained from broker-dealers."
<PAGE>
 
                                                                    STATEMENT OF
                                                          ADDITIONAL INFORMATION



       A I M   V A R I A B L E   I N S U R A N C E   F U N D S,   I N C.

                               11 GREENWAY PLAZA
                                  SUITE 1919
                            HOUSTON, TX 77046-1173
                                (713) 626-1919



AIM V.I. CAPITAL APPRECIATION FUND           AIM V.I. DIVERSIFIED INCOME FUND
  AIM V.I. GLOBAL UTILITIES FUND           AIM V.I. GOVERNMENT SECURITIES FUND
       AIM V.I. GROWTH FUND                  AIM V.I. GROWTH AND INCOME FUND
AIM V.I. INTERNATIONAL EQUITY FUND             AIM V.I. MONEY MARKET FUND

                              AIM V.I. VALUE FUND



         THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS.
          IT SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS, WHICH
             MAY BE OBTAINED FROM AUTHORIZED DEALERS OR BY WRITING
                   A I M DISTRIBUTORS, INC., P. O. BOX 4739,
                            HOUSTON, TX 77210-4739
               OR BY CALLING (713) 626-1919 (HOUSTON RESIDENTS)
                        OR (800) 347-1919 (ALL OTHERS).


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


            STATEMENT OF ADDITIONAL INFORMATION DATED:  MAY 1, 1995
                  RELATING TO PROSPECTUS DATED:  MAY 1, 1995
<PAGE>
 
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
 
                                                                  PAGE
<S>                                                               <C>
 
INTRODUCTION.....................................................   1
 
GENERAL INFORMATION ABOUT THE FUNDS..............................   1
     The Company and Its Shares..................................   1
 
PERFORMANCE......................................................   2
     Total Return Calculations...................................   2
     Historical Portfolio Results................................   2
     Yield Information...........................................   3
 
PORTFOLIO TRANSACTIONS AND BROKERAGE.............................   4
     General Brokerage Policy....................................   4
     Section 28(e) Standards.....................................   6
     Portfolio Turnover..........................................   7
     Brokerage Commissions Paid..................................   7
 
INVESTMENT PROGRAMS..............................................   7
     Money Market Obligations....................................   8
     Repurchase Agreements.......................................   9
     Lending of Portfolio Securities.............................   9
     Reverse Repurchase Agreements...............................   9
     Delayed Delivery Agreements.................................  10
     When-Issued Securities......................................  10
     Special Situations..........................................  11
     Warrants....................................................  11
     Short Sales.................................................  11
     Rule 144A Securities........................................  11
     Utilities Industry..........................................  12
 
HEDGING AND OTHER INVESTMENT TECHNIQUES..........................  13
 
INVESTMENT RESTRICTIONS..........................................  15
     Fundamental Restrictions....................................  15
     Non-fundamental Restrictions................................  16
 
MANAGEMENT.......................................................  17
     Directors and Officers......................................  17
     Investment Advisory and Administrative Services Agreements..  23
     The Distribution Agreement..................................  27
 
DETERMINATION OF NET ASSET VALUE.................................  27
 
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS.........................  30
 
MISCELLANEOUS INFORMATION........................................  30
     Audit Reports...............................................  30
     Legal Matters...............................................  31
</TABLE>
                                       i
<PAGE>
 
<TABLE>

<S>                                                                <C>
     Custodian and Transfer Agent................................  31
     Principal Holders of Securities.............................  31
     Other Information...........................................  34

FINANCIAL STATEMENTS.............................................  FS









                                      ii
</TABLE>
<PAGE>
 
                                  INTRODUCTION

     AIM Variable Insurance Funds, Inc. (the "Company") is a mutual fund. The
rules and regulations of the United States Securities and Exchange Commission
(the "SEC") require all mutual funds to furnish prospective investors certain
information concerning the activities of the fund being considered for
investment. This information is included in a Prospectus dated May 1, 1995,
which relates to the nine series portfolios of the Company (referred to
collectively as the "Funds" and separately as a "Fund"). Additional copies of
the Prospectus and this Statement of Additional Information may be obtained
without charge by writing the principal distributor of the Funds' shares, A I M
Distributors, Inc. ("AIM Distributors"), P. O. Box 4739, Houston, TX 77210-4739
or by calling (713) 626-1919. Investors must receive a Prospectus before they
invest.

     This Statement of Additional Information is intended to furnish prospective
investors with additional information concerning the Funds. Some of the
information required to be in this Statement of Additional Information is also
included in the Funds' current Prospectus; and, in order to avoid repetition,
reference will be made to sections of the Prospectus. Additionally, the
Prospectus and this Statement of Additional Information omit certain information
contained in the Registration Statement filed with the SEC. Copies of the
Registration Statement, including items omitted from the Prospectus and this
Statement of Additional Information, may be obtained from the SEC by paying the
charges prescribed under its rules and regulations.


                      GENERAL INFORMATION ABOUT THE FUNDS

THE COMPANY AND ITS SHARES

     The Company was organized on January 22, 1993, as a Maryland corporation,
and is registered with the SEC as an open-end, series, management investment
company. The Company currently consists of nine separate portfolios (i.e., the
"Funds") as follows: the AIM V.I. Capital Appreciation Fund ("Capital
Appreciation Fund"), the AIM V.I. Diversified Income Fund ("Diversified Income
Fund"), the AIM V.I. Global Utilities Fund ("Global Utilities Fund") (formerly
known as the AIM V.I. Utilities Fund), the AIM V.I. Government Securities Fund
("Government Fund"), the AIM V.I. Growth Fund ("Growth Fund"), the AIM V.I.
Growth and Income Fund ("Growth & Income Fund"), the AIM V.I. International
Equity Fund ("International Fund"), the AIM V.I. Money Market Fund ("Money
Market Fund"), and the AIM V.I. Value Fund ("Value Fund").

     Each share of a Fund is entitled to one vote, to participate equally in
dividends and distributions declared by the Board of Directors with respect to
the Fund and, upon liquidation of the Fund, to participate in its proportionate
share of the net assets allocable to the Fund remaining after satisfaction of
outstanding liabilities of the Fund. Fund shares are fully paid, non-assessable
and fully transferable when issued and have no preemptive, conversion or
exchange rights. Fractional shares have proportionately the same rights,
including voting rights, as are provided for a full share.

     Shareholders of the Funds do not have cumulative voting rights, and
therefore the holders of more than 50% of the outstanding shares of all Funds
voting together for election of directors may elect all of the members of the
Board of Directors of the Company. In such event, the remaining holders cannot
elect any directors of the Company. See "General Information" in the Prospectus.

                                       1
<PAGE>
 
                                  PERFORMANCE

TOTAL RETURN CALCULATIONS

     Total returns quoted in advertising reflect all aspects of the applicable
Fund's return, including the effect of reinvesting dividends and capital gain
distributions, and any change in such Fund's net asset value per share (NAV)
over the period. Average annual returns are calculated by determining the growth
or decline in value of a hypothetical investment in a particular Fund over a
stated period, and then calculating the annually compounded percentage rate that
would have produced the same result if the rate of growth or decline in value
had been constant over the period. While average annual returns are a convenient
means of comparing investment alternatives, investors should realize that a
Fund's performance is not constant over time, but changes from year to year, and
that average annual returns do not represent the actual year-to-year performance
of such Fund.

     In addition to average annual returns, each Fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an investment
over a stated period. Average annual and cumulative total returns may be quoted
as a percentage or as a dollar amount, and may be calculated for a single
investment, a series of investments, and/or a series of redemptions, over any
time period. Total returns may be broken down into their components of income
and capital (including capital gains and changes in share price) in order to
illustrate the relationship of these factors and their contributions to total
return. Total returns and other performance information may be quoted
numerically or in a table, graph, or similar illustration.


HISTORICAL PORTFOLIO RESULTS

     The Funds' average annual and cumulative total return for the one year
period ended January 31, 1995 and average annual and cumulative total returns
for the period May 5, 1993 (commencement of operations) through January 31,
1995, were as follows:

<TABLE>
<CAPTION>
 
                                                                Since
                                                              Inception
                                                        --------------------
                                                        Average
                                                One     Annual    Cumulative
                                                Year    Return      Return
                                               ------   -------   ----------
<S>                                            <C>      <C>       <C>
        AIM V.I. Capital Appreciation Fund      -3.91%    11.55%      20.97%
        AIM V.I. Diversified Income Fund        -6.35%      .83%       1.46%
        AIM V.I. Global Utilities Fund*          -.56%     -.56%       -.56%
        AIM V.I. Government Securities Fund     -3.42%      .69%       1.20%
        AIM V.I. Growth Fund                    -7.11%     4.42%       7.82%
        AIM V.I. Growth and Income Fund*          .90%      .90%        .90%
        AIM V.I. International Equity Fund     -11.48%     5.94%      10.57%
        AIM V.I. Money Market Fund               3.98%     3.22%       5.67%
        AIM V.I. Value Fund                     -2.03%    10.75%      19.46%
</TABLE>

        *  The inception date of the AIM V.I. Global Utilities Fund and the AIM
           V.I. Growth and Income Fund was May 2, 1994.

        The total returns quoted above do not reflect charges levied at the
insurance company separate account level.  For a complete description of the
applicable charges, see the fee table in the prospectus for the appropriate
insurance company separate account.

                                       2
<PAGE>
 
        Each Fund's performance may be compared in advertising to the
performance of other mutual funds in general, or of particular types of mutual
funds, especially those with similar objectives. Such performance data may be
prepared by Lipper Analytical Services, Inc., Morningstar, Inc. and other
independent services which monitor the performance of mutual funds. The Funds
may also advertise mutual fund performance rankings which have been assigned to
each respective Fund by such monitoring services.

        Each Fund's performance may also be compared in advertising to the
performance of comparative benchmarks such as the Consumer Price Index ("CPI"),
the Standard & Poor's ("S&P") 500 Stock Index, and fixed-price investments such
as bank certificates of deposit and/or savings accounts.

        The International Fund's performance may also be compared in advertising
to performance of comparative benchmarks such as The Financial Times--Actuaries
World Indices (a wide range of comprehensive measures of stock price performance
for the major stock markets and regional areas), Morgan Stanley Capital
International Indices, including the EAFE Index, Pacific Basin Index and Pacific
Ex Japan Index (a widely recognized series of indices in international market
performance), and indices of stocks comparable to those in which the Fund
invests.

        Each Fund's advertising may from time to time include historical
discussions of general economic conditions such as inflation rates and changes
in the stock market, foreign and domestic interest rates and foreign and
domestic political circumstances and events.

        In addition, each Fund's long-term performance may be described in
advertising in relation to historical, political and/or economic events.

        From time to time, the Funds' sales literature and/or advertisements may
discuss generic topics pertaining to the mutual fund industry.  This includes,
but is not limited to, literature addressing general information about mutual
funds, variable annuities, dollar-cost averaging, stocks, bonds, money markets,
certificates of deposit, retirement, retirement plans, asset allocation, tax-
free investing, college planning and inflation.

YIELD INFORMATION

        Quotations of yield on the Money Market Fund may appear from time to
time in the financial press and in advertisements.

        The standard formula for calculating yield for the Money Market Fund is
as follows:

        The Money Market Fund's yield is its investment income, less expenses,
expressed as a percentage of assets on an annualized basis for an identified
period, usually seven days.  The yield is expressed as a simple annualized yield
and as a compounded effective yield.  The yield does not reflect the fees and
charges imposed on the assets of the insurance company separate account.

        The simple annualized yield is computed by determining the net change
(exclusive of realized gains and losses from the sale of securities and
unrealized appreciation and depreciation) in the value of a hypothetical pre-
existing account having a balance of one share at the beginning of the period,
dividing the net change in account value by the value of the account at the
beginning of the period, and annualizing the resulting quotient (base period
return) on a 365-day basis.  The net change in account value reflects the value
of additional shares purchased with dividends from the original shares in the
account during the period, dividends declared on such additional shares during
the period, and expenses accrued during the period.

                                       3
<PAGE>
 
        The compounded effective yield is computed by determining the
unannualized base period return, adding one to the base period return, raising
the sum to a power equal to 365 divided by the number of days in the period, and
subtracting one from the result.  Historical yields are not necessarily
indicative of future yields. Rates of return will vary as interest rates and
other conditions affecting money market instruments change. Yields also depend
on the quality, length of maturity and type of instruments in the Fund's
portfolio and the Fund's operating expenses. Quotations of yield will be
accompanied by information concerning the average weighted maturity of the Fund.
Comparison of the quoted yields of various investments is valid only if yields
are calculated in the same manner and for identical limited periods. When
comparing the yield for a Fund with yields quoted with respect to other
investments, shareholders should consider (a) possible differences in time
periods, (b) the effect of the methods used to calculate quoted yields, (c) the
quality and average-weighted maturity of portfolio investments, expenses,
convenience, liquidity and other important factors, and (d) the taxable or tax-
exempt character of all or part of dividends received.

        The simple annualized yield and compounded effective yield for the Money
Market Fund for the 7 days ended January 31, 1995 were 5.49% and 5.64%,
respectively.


                      PORTFOLIO TRANSACTIONS AND BROKERAGE


GENERAL BROKERAGE POLICY

        Subject to policies established by the Board of Directors of the
Company, A I M Advisors, Inc. ("AIM") is responsible for decisions to buy and
sell securities for each Fund, for the selection of broker-dealers, for the
execution of the Fund's investment portfolio transactions, for the allocation of
brokerage fees in connection with such transactions and, where applicable, for
the negotiation of commissions and spreads on transactions. AIM's primary
consideration in effecting a security transaction is to obtain the best net
price and the most favorable execution of the order. While AIM generally seeks
reasonably competitive commission rates, each Fund does not necessarily pay the
lowest commission or spread available.

        Purchases and sales of portfolio securities for the Diversified Income
Fund, the Money Market Fund and the Government Fund are generally transacted
with the issuer or a primary market maker. In addition, a portion of the
securities in which the Funds invest may be traded in over-the-counter ("OTC")
markets. In such transactions, the Fund deals directly with the dealers who make
markets in the securities involved, except in those circumstances where better
prices and executions are available elsewhere. Portfolio transactions placed
through dealers serving as primary market makers are effected at net prices,
without commissions as such, but which include compensation to the dealer in the
form of mark up or mark down.

        Traditionally, commission rates have not been negotiated on stock
markets outside the United States. In recent years, however, an increasing
number of overseas stock markets have adopted a system of negotiated rates,
although a number of markets continue to be subject to an established schedule
of minimum commission rates.

        Foreign equity securities may be held by the Fund in the form of
American Depositary Receipts ("ADRs") or European Depositary Receipts ("EDRs"),
or other securities representing underlying securities of foreign issuers, or
securities convertible into foreign equity securities. These securities may not
necessarily be denominated in the same currency as the securities into which
they may be converted. ADRs are receipts typically issued by a United States
bank or trust company which evidence ownership of underlying securities issued
by a foreign corporation. EDRs are receipts issued in Europe which evidence a
similar ownership arrangement. Generally, ADRs, in registered form, are designed
for use in the United States securities markets, and EDRs, in bearer form, are
designed for use in European securities markets. 

                                       4
<PAGE>
 
ADRs and EDRs may be listed on stock exchanges, or traded in OTC markets in the
United States or Europe, as the case may be. ADRs, like other securities traded
in the United States, will be subject to negotiated commission rates.

        The Funds are not under any obligation to deal with any broker or group
of brokers in the execution of transactions in portfolio securities. Brokers who
provide supplemental investment research to AIM may receive orders for
transactions by a Fund. Information so received will be in addition to and not
in lieu of the services required to be performed by AIM under its agreements
with the Fund, and the expenses of AIM will not necessarily be reduced as a
result of the receipt of such supplemental information. Certain research
services furnished by broker-dealers may be useful to AIM in connection with its
services to other advisory clients, including the other AIM Funds. Also, a Fund
may pay a higher price for securities or higher commissions in recognition of
research services furnished by broker-dealers.

        AIM may from time to time determine target levels of commission business
for AIM to transact with various brokers on behalf of its clients (including the
Funds) over a certain time period. The target levels will be determined based
upon the following factors, among others: (1) the execution services provided by
the broker; (2) the research services provided by the broker; and (3) the
broker's attitude toward and interest in mutual funds in general and in the
Funds and other mutual funds advised by AIM (collectively, the "AIM Funds") in
particular. No specific formula will be used in connection with any of the
foregoing considerations in determining the target levels. However, if a broker
has indicated a certain level of desired commissions in return for certain
research services provided by the broker, this factor will be taken into
consideration by AIM.

        Subject to the overall objective of obtaining best price and execution
for the Funds, AIM may also consider sales of shares of each Fund and of the
other AIM Funds as a factor in the selection of broker-dealers to execute
portfolio transactions for a Fund.

        AIM will seek, whenever possible, to recapture for the benefit of a Fund
any commissions, fees, brokerage or similar payments paid by the Fund on
portfolio transactions. Normally, the only fees which may be recaptured are the
soliciting dealer fees on the tender of a Fund's portfolio securities in a
tender or exchange offer.

        AIM and its affiliates manage several other investment accounts, some of
which may have investment objectives similar to those of the Funds. It is
possible that, at times, identical securities will be appropriate for investment
by one or more of such investment accounts. The position of each account,
however, in the securities of the same issue may vary and the length of time
that each account may choose to hold its investment in the securities of the
same issue may likewise vary. The timing and amount of purchases by each account
will also be determined by its cash position. If the purchase or sale of
securities is consistent with the investment policies of a Fund(s) and one or
more of these accounts is considered at or about the same time. AIM may combine
such transactions, in accordance with applicable laws and regulations, in order
to obtain the best net price and most favorable execution. Simultaneous
transactions could, however, adversely affect the ability of a Fund to obtain or
dispose of the full amount of a security which it seeks to purchase or sell.

        These combined transactions, and related brokerage charges, will be
allocated among the Fund(s) and such accounts in a manner deemed equitable by
AIM. In some cases the procedure for allocating portfolio transactions among the
various investment accounts advised by AIM could have an adverse effect on the
price or amount of securities available to a Fund. In making such allocations,
the main factors considered by AIM are the respective investment objectives and
policies of its advisory clients, the relative size of portfolio holdings of the
same or comparable securities, the availability of cash for investment, the size
of investment commitments generally held and the judgments of the persons
responsible for recommending the investment.

                                       5
<PAGE>
 
        From time to time, an identical security may be sold by an AIM Fund or
another investment account advised by AIM or A I M Capital Management, Inc.
("AIM Capital") and simultaneously purchased by another investment account
advised by AIM or AIM Capital, when such transactions comply with applicable
rules and regulations and are deemed consistent with the investment objective(s)
and policies of the investment accounts advised by AIM or AIM Capital.
Procedures pursuant to Rule 17a-7 under the Investment Company Act of 1940, as
amended (the "1940 Act") regarding transactions between investment accounts
advised by AIM or AIM Capital have been adopted by the Boards of
Directors/Trustees of the various AIM Funds, including the Company. Although
such transactions may result in custodian, tax or other related expenses, no
brokerage commissions or other direct transaction costs are generated by
transactions among the investment accounts advised by AIM or AIM Capital.

SECTION 28(e) STANDARDS

        As permitted by Section 28(e) of the Securities Exchange Act of 1934,
AIM may cause a Fund to pay a broker that provides brokerage and research
services to AIM an amount of commission for effecting a securities transaction
for the Fund in excess of the commission another broker would have charged for
effecting that transaction. To obtain the benefit of Section 28(e), AIM must
make a good faith determination that the commissions paid are "reasonable in
relation to the value of the brokerage and research services provided . . .
viewed in terms of either that particular transaction or [its] overall
responsibilities with respect to the accounts as to which [it] exercises
investment discretion" and that the services provided by a broker provide AIM
with lawful and appropriate assistance in the performance of its investment
decision-making responsibilities. Accordingly, the price to a Fund in any
transaction may be less favorable than that available from another broker-dealer
if the difference is reasonably justified by other aspects of the portfolio
execution services offered. The Funds will not knowingly pay a higher spread
than the lowest available in principal transactions as a result of its receipt
of research services from a dealer.

        Broker-dealers utilized by AIM may furnish statistical, research and
other information or services which are deemed by AIM to be beneficial to the
Funds' investment programs. Research services received from brokers supplement
AIM's own research (and the research of sub-advisors to other clients of AIM)
and may include the following types of information: statistical and background
information on industry groups and individual companies; forecasts and
interpretations with respect to U.S. and foreign economies, securities markets,
specific industry groups and individual companies; information on political
developments; portfolio management strategies; performance information on
securities and information concerning prices of securities; and information
supplied by specialized services to AIM and to the Company's directors with
respect to the performance, investment activities and fees and expenses of other
mutual funds. Such information may be communicated electronically, orally or in
written form. Research services may also include the providing of equipment used
to communicate research information, the arranging of meetings with management
of companies and the providing of access to consultants who supply research
information.

        The outside research assistance is useful to AIM since the brokers
utilized by AIM as a group tend to follow a broader universe of securities and
other matters than AIM's staff can follow. In addition, this research provides
AIM with a diverse perspective on financial markets. Research services which are
provided to AIM by brokers are available for the benefit of all accounts managed
or advised by AIM (or by sub-advisors to accounts managed or advised by AIM). In
some cases, the research services are available only from the broker providing
such services. In other cases, the research services may be obtainable from
alternative sources in return for cash payments. AIM is of the opinion that
because the broker research supplements rather than replaces its research, the
receipt of such research does not tend to decrease its expenses, but tends to
improve the quality of its investment advice. However, to the extent that AIM
would have purchased any such research services had such services not been
provided by brokers, the expenses of such services to AIM could be considered to
have been reduced accordingly.

                                       6
<PAGE>
 
        For the fiscal year ended January 31, 1995, certain Funds paid brokerage
commissions to certain brokers for research services.  The amount of such
transactions and related commissions paid by each Fund were as follows:
<TABLE>
<CAPTION>
 
 
               Fund                 Commissions   Transactions
               ----                 -----------  --------------
<S>                                 <C>          <C>
 
       Capital Appreciation Fund     $11,111.16  $ 5,296,689.18
       Global Utilities Fund         $   392.70  $   211,559.08
       Growth Fund                   $10,561.16  $ 6,353,020.77
       Growth & Income Fund          $   941.16  $   576,983.05
       Value Fund                    $24,700.34  $12,315,083.32
</TABLE>

       As of the fiscal year ended January 31, 1995, no Funds held securities of
their regular brokers.

PORTFOLIO TURNOVER

       The portfolio turnover rate of each Fund is shown under "Financial
Highlights" in the Prospectus.  In any particular year, however, market
conditions could result in portfolio activity at a rate greater or lesser than
anticipated. Higher portfolio turnover increases transaction costs to the Fund.

BROKERAGE COMMISSIONS PAID

       Brokerage commissions paid by each of the Funds listed below were as
follows for the fiscal year ended January 31, 1995 and for the period May 5,
1993 (date operations commenced) through January 31, 1994.
<TABLE>
<CAPTION>
                                                  1995            1994
                                                 -----            ---- 
<S>                                              <C>              <C> 
 
          AIM V.I. Capital Appreciation Fund...  $161,528       $48,753
          AIM V.I. Diversified Income Fund.....  $ 17,471       $   -0-
          AIM V.I. Global Utilities Fund.......  $  9,280*          N/A
          AIM V.I. Government Securities Fund..  $    -0-       $   -0-
          AIM V.I. Growth Fund.................  $173,691       $54,735
          AIM V.I. Growth and Income Fund......  $ 20,436*          N/A
          AIM V.I. International Equity Fund...  $ 89,187       $85,606
          AIM V.I. Money Market Fund...........  $    -0-       $   -0-
          AIM V.I. Value Fund..................  $362,162       $76,623
</TABLE>

          * Commissions paid are for the period May 2, 1994 (date operations
            commenced) through January 31, 1995.


                              INVESTMENT PROGRAMS

          Information concerning each Fund's fundamental investment objective is
set forth in the Prospectus under the heading "Investment Objectives and
Programs." There can be no assurance that any Fund will achieve its objective.
The principal features of each Fund's investment program and the primary risks
associated with that investment program are discussed in the Prospectus under
the heading "Investment Objectives and Programs--Certain Investment Strategies
and Techniques." The following discussion of 

                                       7
<PAGE>
 
investment policies supplements the discussion of the investment objectives and
policies set forth in the Prospectus.

MONEY MARKET OBLIGATIONS

          As set forth in the Prospectus, the Money Market Fund will limit its
purchases of Money Market Obligations to U.S. dollar denominated securities
which are

               (i) "First Tier" securities, as such term is defined from time to
          time in Rule 2a-7 under the Investment Company Act of 1940 (the "1940
          Act"), or

               (ii) securities guaranteed as to payment of principal and
          interest by the U.S. Government.

          As of the date of this Statement of Additional Information, Rule 2a-7
defines a "First Tier Security" as any "Eligible Security" (as defined in Rule
2a-7 and set forth in this Statement of Additional Information under
"Determination of Net Asset Value") that:

               (i) is rated (or that has been issued by an issuer that is rated
          with respect to a class of short-term debt obligations, or any
          security within that class, that is comparable in priority and
          security with the security) by the Requisite NRSROs(1) in the highest
          rating category for short-term debt obligations (within which there
          may be sub-categories or gradations indicating relative standing); or

               (ii) is a security described in paragraph (a)(5)(ii) of Rule 2a-7
          (i.e. a security that at the time of issuance was a long-term security
          but that has a remaining maturity of 397 days or less) whose issuer
          has received from the Requisite NRSROs a rating, with respect to a
          class of short-term debt obligations (or any security within that
          class) that now is comparable in priority and security with the
          security, in the highest rating category for short-term debt
          obligations (within which there may be sub-categories or gradations
          indicating relative standing); or

               (iii) is an Unrated Security that is of comparable quality to a
          security meeting the requirements of clauses (i) and (ii) above, as
          determined by the Company's Board of Directors.

          Subsequent to its purchase by the Fund, an issue of Money Market
Obligations may cease to be a First Tier security.  Subject to certain
exceptions set forth in Rule 2a-7, such an event will not require the
elimination of the security from the Fund, but AIM will consider such an event
to be relevant in its determination of whether the Fund should continue to hold
the security.  To the extent that the ratings applied by an NRSRO to Money
Market Obligations may change as a result of changes in these rating systems,
the Fund will attempt to use comparable ratings as standards for its investments
in Money Market Obligations in accordance with the investment policies described
herein.

----------
(1)  "Requisite NRSRO" shall mean (a) any two nationally recognized statistical
     rating organizations that have issued a rating with respect to a security
     or class of debt obligations of an issuer, or (b) if only one NRSRO has
     issued a rating with respect to such security or issuer at security, that
     NRSRO. At present the NRSROs are: Standard & Poor's Corp., Moody's
     Investors Service, Inc., Duff and Phelps, Inc., Fitch Investors Services,
     Inc. and, with respect to certain types of securities, IBCA Limited and its
     affiliate, IBCA Inc. Subcategories or gradations in ratings (such as a "+"
     or "-") do not count as rating categories.

                                       8
<PAGE>
 
REPURCHASE AGREEMENTS

          The Funds may each enter into repurchase agreements. A repurchase
agreement is an instrument under which a Fund acquires ownership of a debt
security and the seller (usually a broker or bank) agrees, at the time of the
sale, to repurchase the obligation at a mutually agreed upon time and price,
thereby determining the yield during the Fund's holding period.

          Although the underlying collateral for repurchase agreements may have
maturities exceeding one year, the Funds will not enter into repurchase
agreements expiring in more than seven days. The Fund may, however, enter into a
"continuing contract" or "open" repurchase agreement under which the seller is
under a continuing obligation to repurchase the underlying obligation from the
Fund on demand and the effective interest rate is negotiated on a daily basis.
Repurchase agreements are considered to be loans by the Fund under the 1940 Act.
Securities subject to repurchase agreements will be held in the custodian's
account with the Federal Book-Entry System on behalf of the Fund.

LENDING OF PORTFOLIO SECURITIES

          For the purpose of realizing additional income, each Fund (except the
Money Market Fund) may lend portfolio securities in amounts not to exceed 
33 1/3% of a Fund's total assets. Securities loans are made to banks, brokers
and other financial institutions pursuant to agreements requiring that the loans
be continuously secured by collateral at least equal at all times to the value
of the securities lent, marked to market on a daily basis. The collateral
received will consist of cash, U.S. Government securities, letters of credit or
such other collateral as may be permitted under each such Fund's investment
program. While the securities are being lent, a Fund will continue to receive
the equivalent of the interest or dividends paid by the issuer on the
securities, as well as interest on the investment of the collateral or a fee
from the borrower. A Fund has a right to call each loan and obtain the
securities on five business days' notice or, in connection with securities
trading on foreign markets, within such longer period of time which coincides
with the normal settlement period for purchases and sales of such securities in
such foreign markets. A Fund will not have the right to vote securities while
they are being lent, but it will call a loan in anticipation of any important
vote. The risks in lending portfolio securities, as with other extensions of
secured credit, consist of possible delay in receiving additional collateral or
in the recovery of the securities or possible loss of rights in the collateral
should the borrower fail financially. Loans will only be made to persons deemed
by AIM to be of good standing and will not be made unless, in the judgment of
AIM, the consideration to be earned from such loans would justify the risk.

REVERSE REPURCHASE AGREEMENTS

          Each of the Funds may enter into reverse repurchase agreements, which
involve the sale of securities (i.e., money market instruments in the case of
the Money Market Fund) held by the Fund, with an agreement that the Fund will
repurchase the securities at an agreed upon price and date. The Funds may employ
reverse repurchase agreements when necessary to meet unanticipated net
redemptions so as to avoid liquidating other portfolio securities during
unfavorable market conditions and only in amounts up to 33 1/3% of the value of
each Fund's total assets at the time any such Fund enters into a reverse
repurchase agreement. At the time it enters into a reverse repurchase agreement,
a Fund will segregate high-quality debt securities having a dollar value equal
to the repurchase price. The segregated securities will be marked-to-market, and
additional securities will be segregated if necessary to maintain adequate
coverage.  The Funds will utilize reverse repurchase agreements when the
interest income to be earned from portfolio investments which would otherwise
have to be liquidated to meet redemptions is greater than the interest expense
incurred as a result of the reverse repurchase transactions.

                                       9
<PAGE>
 
DELAYED DELIVERY AGREEMENTS

          Each of the Funds may enter into delayed delivery agreements, which
involve commitments by each such Fund to dealers or issuers to acquire
securities or instruments at a specified future date beyond the customary
settlement date for such securities. These commitments fix the payment price and
interest rate to be received on the investment. Delayed delivery agreements will
not be used as a speculative or leverage technique. Rather, from time to time,
AIM can anticipate that cash for investment purposes will result from scheduled
maturities of existing portfolio instruments or from net sales of shares of the
Fund. Until the settlement date, the Fund will segregate cash or other high-
quality debt securities of a dollar value sufficient at all times to make
payment for the delayed delivery securities. The delayed delivery securities,
which will not begin to accrue interest until the settlement date, will be
recorded as an asset of the Fund and will be subject to the risks of market
fluctuation. The purchase price of the delayed delivery securities is a
liability of the Fund until settlement. If cash is not available to the Fund at
the time of settlement, the Fund may be required to dispose of portfolio
securities that it would otherwise hold to maturity in order to meet its
obligation to accept delivery under a delayed delivery agreement. The Board of
Directors has determined that entering into delayed delivery agreements does not
present a materially increased risk of loss to shareholders, but the Board of
Directors may restrict the use of delayed delivery agreements if the risk of
loss is determined to be material or if it affects the constant net asset value
of the Money Market Fund.

WHEN-ISSUED SECURITIES

          Each of the Funds may purchase securities on a "when-issued" basis.
Many new issues of debt securities are offered on a "when-issued" basis, that
is, the date for delivery of and payment for the securities is not fixed at the
date of purchase, but is set after the securities are issued (normally within
forty-five days after the date of the transaction). The payment obligation and
the interest rate that will be received on the securities are fixed at the time
the buyer enters into the commitment. The Funds will only make commitments to
purchase such debt securities with the intention of actually acquiring such
securities, but the Funds may each sell these securities before the settlement
date if it is deemed advisable. The Fund holds, and maintains until the
settlement date segregated cash or other high quality debt securities of a
dollar value sufficient at all times to make payment for the when-issued
securities.  The securities will be marked-to-market and additional cash or
securities will be segregated if necessary to maintain adequate coverage of the
when-issued commitments.

          Securities purchased on a when-issued basis and the securities held in
the Funds' portfolios are subject to changes in market value based upon the
public's perception of the creditworthiness of the issuer and changes in the
level of interest rates (which will generally result in all of those securities
changing in value in the same way, i.e., all those securities experiencing
appreciation when interest rates rise). Therefore, if, in order to achieve
higher interest income, a Fund is to remain substantially fully invested at the
same time that it has purchased securities on a when-issued basis, there will be
a possibility that the market value of the Fund's assets will fluctuate to a
greater degree. Furthermore, when the time comes for the Fund to meet its
obligations under when-issued commitments, the Fund will do so by using then-
available cash flow, by sale of the segregated securities, by the sale of other
securities or, although it would not normally expect to do so, by directing the
sale of the when-issued securities themselves (which may have a market value
greater or less than the applicable Fund's payment obligation).

          A sale of securities to meet such obligations carries with it a
greater potential for the realization of net short-term capital gains, which are
not exempt from federal income taxes. The value of when-issued securities on the
settlement date may be more or less than the purchase price.

                                       10
<PAGE>
 
SPECIAL SITUATIONS

          Although the Capital Appreciation Fund does not currently intend to do
so, it may invest in "special situations." A special situation arises when, in
the opinion of the Fund's management, the securities of a particular company
will, within a reasonably estimable period of time, be accorded market
recognition at an appreciated value solely by reason of a development applicable
to that company, and regardless of general business conditions or movements of
the market as a whole. Developments creating special situations might include,
among others: liquidations, reorganizations, recapitalizations, mergers,
material litigation, technical breakthroughs and new management or management
policies. Although large and well known companies may be involved, special
situations more often involve comparatively small or unseasoned companies.
Investments in unseasoned companies and special situations often involve much
greater risk than is inherent in ordinary investment securities. The Capital
Appreciation Fund will not, however, purchase securities of any company with a
record of less than three years' continuous operation (including that of
predecessors) if such purchase would cause the Fund's investment in all such
companies, taken at cost, to exceed 5% of the value of the Fund's total assets.

WARRANTS

          The Growth & Income Fund may, from time to time, invest in warrants.
Warrants are, in effect, longer-term call options.  They give the holder the
right to purchase a given number of shares of a particular company at specified
prices within certain periods of time.  The purchaser of a warrant expects that
the market price of the security will exceed the purchase price of the warrant
plus the exercise price of the warrant, thus giving him a profit.  Of course,
since the market price may never exceed the exercise price before the expiration
date of the warrant, the purchaser of the warrant risks the loss of the entire
purchase price of the warrant.  Warrants generally trade in the open market and
may be sold rather than exercised.  Warrants are sometimes sold in unit form
with other securities of an issuer.  Units of warrants and common stock may be
employed in financing young, unseasoned companies.  The purchase price of a
warrant varies with the exercise price of a warrant, the current market value of
the underlying security, the life of the warrant and various other investment
factors.  The investment in warrants by the Fund, valued at the lower of cost or
market, may not exceed 5% of the value of its net assets and not more than 2% of
such value may be warrants which are not listed on the New York or American
Stock Exchanges.

SHORT SALES

          Each of the Funds (except the Money Market Fund) may enter into short
sales transactions from time to time. None of these Funds will make short sales
of securities nor maintain a short position unless at all times when a short
position is open, the Fund owns an equal amount of such securities or securities
convertible into or exchangeable, without payment of any further consideration,
for securities of the same issue as, and equal in amount to, the securities sold
short. This is a technique known as selling short "against the box." Such short
sales will be used by each of the Funds for the purpose of deferring recognition
of gain or loss for federal income tax purposes. In no event may more than 10%
of the value of any such Fund's total assets be deposited or pledged as
collateral for such sales at any time.

RULE 144A SECURITIES

          Each of the Funds may purchase securities which, while privately
placed, are eligible for purchase and sale pursuant to Rule 144A under the
Securities Act of 1933 (the "1933 Act").  This Rule permits certain qualified
institutional buyers, such as the Funds, to trade in privately placed securities
even though such securities are not registered under the 1933 Act.  AIM, under
the supervision of the Company's Board of Directors, will consider whether
securities purchased under Rule 144A are illiquid and thus subject to the Fund's
restriction of investing no more than 15% of its assets (10% in the case of the
Money Market Fund) in illiquid securities.  Determination of whether a Rule 144A
security is liquid or not is a question of fact.  In making this determination
AIM will consider the trading markets for the specific security taking into

                                       11
<PAGE>
 
account the unregistered nature of a Rule 144A security.  In addition, AIM could
consider the (i) frequency of trades and quotes, (ii) number of dealers and
potential purchasers, (iii) dealer undertakings to make a market, and (iv)
nature of the security and of market place trades (for example, the time needed
to dispose of the security, the method of soliciting offers and the mechanics of
transfer).  The liquidity of Rule 144A securities will also be monitored by AIM
and, if as a result of changed conditions, it is determined that a Rule 144A
security is no longer liquid, the Fund's holdings of illiquid securities will be
reviewed to determine what, if any, action is required to assure that the Fund
does not invest more than 15% of its assets (10% in the case of the Money Market
Fund) in illiquid securities.  Investing in Rule 144A securities could have the
effect of increasing the amount of each Fund's investments in illiquid
securities if qualified institutional buyers are unwilling to purchase such
securities.  At the present time, it is not possible to predict with certainty
how the market for Rule 144A securities will develop.

UTILITIES INDUSTRY

          The following is a general description of the particular types of
utilities industries in which the Global Utilities Fund may invest.

          Electric Utility Industry.  Electric utilities are heavily regulated.
Local rates are subject to the review of state commissions, and sales either
between companies or that cross state lines are subject to review by the Federal
Energy Regulatory Commission.  The industry is also subject to regulation by the
SEC under the Public Utility Holding Company Act of 1935.  In addition,
companies constructing or operating nuclear powered generating stations are
subject to extensive regulation by the Nuclear Regulatory Commission.

          Electric utility companies are also subject to extensive local
regulation in environmental and site location matters.  Future legislation with
regard to the issues of acid rain and toxic and radioactive wastes could have a
significant impact on the manner in which utility companies conduct their
business, and the costs that they incur.  Since the late 1970s, investor-owned
utilities have experienced a number of unfavorable regulatory trends, including
increased regulatory resistance to price increases and new legislation
encouraging competition.

          Natural Gas Industry.  The natural gas industry is comprised primarily
of many small distribution companies and a few large interstate pipeline
companies.  The Public Utility Holding Company Act of 1935 has generally acted
as a bar to the consolidation of pipeline and distribution companies.
Regulation of these companies is similar to that of electric companies.  The
performance of natural gas utilities may also be substantially affected by
fluctuations in energy prices.

          Communications Industry.  Most of the communications industry capacity
is concentrated in the hands of a few very large publicly-held companies, unlike
the situation in the electric and gas industries.  Significant risks for the
investor to overcome still exist, however, including risk relating to pricing at
marginal versus embedded cost.  New entrants may have lower costs of material
due to newer technologies or lower standards of reliability than those
heretofore imposed by American Telephone & Telegraph ("AT&T") on the industry.
Accordingly, the marginal cost of incremental service is much lower than the
costs embedded in an existing network.  Communications companies are not subject
to the Public Utility Holding Company Act of 1935.

          Interstate communications service may be subject to Federal
Communications Commission regulation.  Local service may be regulated by the
states.  In addition, AT&T and its former subsidiaries are still subject to
judicial review pursuant to the settlement of the antitrust case brought against
them by the Department of Justice.

          Water Utility Industry.  The water utility industry is composed of
regulated public utilities that are involved in the distribution of drinking
water to densely populated areas.  The industry is geographically diverse and
subject to the same rate base and rate of return regulations as are other public
utilities.  

                                       12
<PAGE>
 
Demand for water is most heavily influenced by the local weather, population
growth in the service area and new construction. Supplies of clean, drinkable
water are limited and are primarily a function of the amount of past rainfall.

          Other.  In addition to the particular types of utilities industries
described above, the Fund may invest in developing utility technology companies
(such as cellular telephone, fiber optics and satellite communications firms)
and in holding companies which derive a substantial portion of their revenues
from utility-related activities.


                    HEDGING AND OTHER INVESTMENT TECHNIQUES

          As described in the Prospectus under "Certain Investment Strategies
and Techniques," each of the Funds, other than the Money Market Fund, may enter
into transactions in options, futures and forward contracts on a variety of
instruments and indexes, in order to protect against declines in the value of
portfolio securities and increases in the cost of securities to be acquired as
well as to increase a Fund's return. The discussion below supplements the
discussion in the Prospectus.

          Options. A Fund may write covered call options both to reduce the
risks associated with certain of its investments and to increase total
investment return through the receipt of premiums. In return for the premium
income, the Fund loses any opportunity to profit from an increase in the market
price of the underlying securities, above the exercise price, while the contract
is outstanding, except to the extent the premium represents a profit. The Fund
also retains the risk of loss if the price of the security declines, although
the premium is intended to offset that loss in whole or in part. As long as its
obligations under the option continue, a Fund must assume that the call may be
exercised at any time and that the net proceeds realized from the sale of the
underlying securities pursuant to the call may be substantially below the
prevailing market price.

          A Fund may enter into a "closing purchase transaction", by purchasing
an option identical to the one it has written, and terminate its obligations
under the covered call. The Fund will realize a gain (or loss) from a closing
purchase transaction if the amount paid to purchase a call option is less (or
more) than the premium received upon writing the corresponding call option. Any
loss resulting from the exercise or closing out of a call option is likely to be
offset in whole or in part by unrealized appreciation of the underlying security
owned by the Fund primarily because a price increase of a call option generally
reflects an increase in the market price of the securities on which the option
is based. In order to sell portfolio securities that cover a call option, a Fund
will effect a closing purchase transaction so as to close out any existing
covered call option on those securities. A closing purchase transaction for
exchange-traded options may be made only on a national securities exchange. A
liquid secondary market on an exchange may not always exist for any particular
option, or at any particular time, and, for some options, such as over-the-
counter options, no secondary market on an exchange may exist. If a Fund is
unable to effect a closing purchase transaction, the Fund will not sell the
underlying security until the option expires or the Fund delivers the underlying
security upon exercise.

          A Fund may write put options to earn additional income in the form of
option premiums if it expects the price of the underlying securities to remain
stable or rise during the option period so that the option will not be
exercised. A Fund may also write put options if it expects a decline in the
price of the underlying securities and intends to exercise the option at a price
which, offset by the option premium, is less than the current price. The risk of
either strategy is that the price of the underlying securities may decline by an
amount greater than the premium received.

          A Fund may effect a closing purchase transaction to realize a profit
on an outstanding put option or to prevent an outstanding put option from being
exercised. If a Fund is able to enter into a closing purchase transaction, the
Fund will realize a profit (or loss) from that transaction if the cost of the

                                       13
<PAGE>
 
transaction is less (or more) than the premium received from the writing of the
option. After writing a put option, a Fund may incur a loss equal to the
difference between the exercise price of the option and the sum of the market
value of the underlying securities plus the premiums received from the sale of
the option.

          The purchase of put options on securities enables a Fund to preserve,
at least partially, unrealized gains in an appreciated security in its portfolio
without actually selling the security. In addition, the Fund may continue to
receive interest or dividend income on the security.

          An option on a securities index, unlike a stock option (which gives
the holder the right to purchase or sell a specified stock at a specified price)
gives the holder the right to receive a cash "exercise settlement amount" equal
to (i) the difference between the exercise price of the option and the value of
the underlying stock index on the exercise date, multiplied by (ii) a fixed
"index multiplier." A securities index fluctuates with changes in the market
values of the securities included in the index. For example, some securities
index options are based on a broad market index such as the S&P 500 or the NYSE
Composite Index, or a narrower market index such as the S&P 100. Indexes may
also be based on an industry or market segment such as the AMEX Oil and Gas
Index or the Computer and Business Equipment Index. Options on stock indexes are
currently traded on the following exchanges, among others: The Chicago Board
Options Exchange, New York Stock Exchange, and American Stock Exchange. Options
on indexes of debt securities and other types of securities indexes are not
currently available. If such options are introduced and traded on exchanges in
the future, the Funds may use them.

          The value of securities index options in any investment strategy
depends upon the extent to which price movements in the portion of the
underlying securities correlate with price movements in the selected securities
index. Perfect correlation is not possible because the securities held or to be
acquired by a Fund will not exactly match the composition of the securities
indexes on which options are written. In the purchase of securities index
options the principal risk is that the premium and transaction costs paid by a
Fund in purchasing an option will be lost if the changes (increase in the case
of a call, decrease in the case of a put) in the level of the index do not
exceed the cost of the option. In writing securities index options, the
principal risk is that a Fund could bear a loss on the options that would be
only partially offset (or not offset at all) by the increased value or reduced
cost of the hedged securities. Moreover, in the event the Fund were unable to
close an option it had written, it might be unable to sell the securities used
as cover.

          Futures Contracts. A futures contract is a bilateral agreement to buy
or sell a security (or deliver a cash settlement price, in the case of an index
future) for a set price in the future. When the contract is entered into a good
faith deposit, known as initial margin, is made with the broker. Subsequent
daily payments, known as variation margin, are made to and by the broker
reflecting changes in the value of the security or level of the index. Futures
contracts are authorized by boards of trade designated as "contracts markets" by
the Commodity Futures Trading Commission ("CFTC"). Certain results may be
accomplished more quickly, and with lower transaction costs, in the futures
market (because of its greater liquidity) than in the cash market.

          A Fund will incur brokerage fees when it purchases and sells futures
contracts, and it will be required to maintain margin deposits. Positions taken
in the futures markets are typically liquidated through offsetting transactions,
which may result in a gain or a loss, before delivery or cash settlement is
required. However, a Fund may close out a position by making or taking delivery
of the underlying securities wherever it appears economically advantageous to do
so.

          Purchases of options on futures contracts may present less risk than
the purchase and sale of the underlying futures contracts, since the potential
loss is limited to the amount of the premium plus related transaction costs. A
call option on a futures contract gives the purchaser the right, in return for
the premium paid, to purchase a futures contract (assume a "long" position) at a
specified exercise price at any time before the option expires. A put option
gives the purchaser the right, in return for the premium paid, to sell 

                                       14
<PAGE>
 
a futures contract (assume a "short" position), for a specified exercise price,
at any time before the option expires.

          Positions in futures contracts may be closed out only on an exchange
or a board of trade which provides the market for such futures. Although the
Funds intend to purchase or sell futures only on exchanges or boards of trade
where there appears to be an active market, there may not always be a liquid
market, and it may not be possible to close a futures position at that time; in
the event of adverse price movements, a Fund would continue to be required to
make daily cash payments of maintenance margin. Whenever futures positions are
used to hedge portfolio securities, however, any increase in the price of the
underlying securities held by the Fund may partially or completely offset losses
on the futures contracts.

          If a broker or clearing member of an options or futures clearing
corporation were to become insolvent, the Funds could experience delays and
might not be able to trade or exercise options or futures purchased through that
broker. In addition, the Funds could have some or all of their positions closed
out without their consent. If substantial and widespread, these insolvencies
could ultimately impair the ability of the clearing corporations themselves.
While the principal purpose of engaging in these transactions is to limit the
effects of adverse market movements, the attendant expense may cause the Funds'
returns to be less than if the transactions had not occurred. Their overall
effectiveness, therefore, depends on AIM's accuracy in predicting future changes
in interest rate levels or securities price movements, as well as on the expense
of engaging in these transactions.


                            INVESTMENT RESTRICTIONS

FUNDAMENTAL RESTRICTIONS

          The following restrictions apply to all of the Funds and are
fundamental.  Unless permitted by law, they will not be changed for any Fund
without approval of that Fund's voting securities.

          None of the Funds will:

          (1) invest for the purpose of exercising control over or management
over a company;

          (2)  act as an underwriter, except to the extent that, in connection
with the disposition of portfolio securities, the fund may be deemed to be an
underwriter for purposes of the 1933 Act;

          (3)  purchase or sell real estate or any interest therein, except that
each Fund may, as appropriate and consistent with its investment policies and
other investment restrictions, invest in securities of corporate or governmental
entities secured by real estate or marketable interests therein or securities of
issuers that engage in real estate operations or interests therein, and may hold
and sell real estate acquired as a result of ownership in such securities;

          (4)  purchase or sell commodity contracts, except that each Fund may,
as appropriate and consistent with its investment policies and other investment
restrictions, enter into futures contracts on securities, securities indices and
currency, options on such futures contracts, forward foreign currency exchange
contracts, forward commitments and repurchase agreements;

          (5)  make loans, except for collateralized loans of portfolio
securities in an amount not exceeding 33 1/3% of the applicable Fund's total
assets.  This restriction does not prevent a Fund from purchasing government
obligations, short-term commercial paper, or publicly traded debt, including
bonds, notes, debentures, certificates of deposit, bankers acceptances and
equipment trust certificates, nor does this 

                                       15
<PAGE>
 
restriction apply to loans made under insurance policies, or through entry into
repurchase agreements, to the extent they may be viewed as loans;

          (6)  invest in securities of any other investment company except as
part of a merger, consolidation or acquisition of assets and except for the
investment in such securities of funds representing compensation otherwise
payable to Directors of the Company pursuant to any deferred compensation plan
existing at any time between the Company and one or more of its Directors.
Additionally, the International Fund may purchase such securities of investment
companies, provided that such purchase does not cause the Fund (i) to have more
than 5% of the Fund's total assets, taken at market value, invested in any one
such company, (ii) to have an aggregate investment in such companies of more
than 10% of its total assets, taken at market value, or (iii) to own more than
3% of the total outstanding voting stock of any such company;

          (7)  purchase the securities of issuers conducting their principal
business activity in the same industry if, immediately after such purchase, the
value of its investments in such industry would exceed 25% of its total assets
at market value at the time of each investment, except that the Money Market
Fund may invest up to 100% of its assets in obligations issued by banks.  This
limitation does not apply to the Global Utilities Fund or to investments in
obligations of the U.S. Government or any of its agencies or instrumentalities
but will apply to foreign government obligations unless the Securities and
Exchange Commission permits their exclusion;

          (8) issue senior securities, except to the extent permitted by the
1940 Act, including permitted borrowings;

          (9)  purchase securities of an issuer (other than investments in
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities), if as a result with respect to 75% of the value of the
Fund's total assets, taken at market value, (i) more than 5% of the Fund's total
assets taken at market value would be invested in the securities of such issuer,
except that up to 25% of the Fund's total assets may be invested in securities
issued or guaranteed by any foreign government or its agencies or
instrumentalities, or (ii) such purchase would at the time result in more than
10% of the outstanding voting securities of such issuer being held by the Fund.
As a matter of operating policy, the Money Market Fund will invest no more than
5% of the value of that Fund's total assets in securities, other than U.S.
Government securities of any one issuer, except that the Money Market Fund may
invest up to 25% of its total assets in First Tier Securities (as defined in
Rule 2a-7 under the 1940 Act) of a single issuer for a period of up to three
business days after the purchase of such security.  This restriction does not
apply to the Global Utilities Fund; and

          (10)  Each Fund may, not withstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same fundamental
investment objectives, policies and limitations as that Fund.

NON-FUNDAMENTAL RESTRICTIONS

          The following investment restrictions apply to all of the Funds but
are not fundamental.  They may be changed for any Fund without approval of that
Fund's voting securities.

          (1)  None of the Funds will invest more than 15% (10% for the Money
Market Fund) of its assets in securities restricted as to disposition under
federal securities laws, or securities otherwise considered illiquid or not
readily marketable, including repurchase agreements having a maturity of more
than seven days.

                                       16
<PAGE>
 
          (2)  None of the Funds will purchase or retain the securities of any
issuer if, to the knowledge of AIM, those officers and Directors of the Company,
its adviser or distributor owning individually more than  1/2 of 1% of the
securities of such issuer together own more than 5% of the securities of such
issuer.

          (3)  The Company does not currently intend to invest all of the assets
of any Fund in the securities of a single open-end management investment company
with the same fundamental investment objectives, policies and limitations as
that Fund.


                                   MANAGEMENT

DIRECTORS AND OFFICERS

          The directors and officers of the Company and their principal
occupations during the last five years are set forth below.  Unless otherwise
indicated, the address of each director and officer is 11 Greenway Plaza, Suite
1919, Houston, Texas 77046-1173.

          *CHARLES T. BAUER, Director and Chairman (76)

          Director and Chairman and Chief Executive Officer, A I M Management
Group Inc.; Chairman of the Board of Directors, A I M Advisors, Inc., A I M
Capital Management, Inc., A I M Distributors, Inc., A I M Fund Services, Inc., 
A I M Global Associates, Inc., A I M Global Holdings, Inc., A I M Institutional
Fund Services, Inc. and Fund Management Company; Director, AIM Global Advisors
Limited, A I M Global Management Company Limited and AIM Global Ventures Co.

          BRUCE L. CROCKETT, Director  (51)
          COMSAT Corporation
          6560 Rock Spring Drive
          Bethesda, MD 20817

          Director, President and Chief Executive Officer, COMSAT Corporation
(includes COMSAT World Systems, COMSAT Mobile Communications, COMSAT Video
Enterprises, COMSAT RSI and COMSAT International Ventures.)  Previously,
President and Chief Operating Officer, COMSAT Corporation; President, World
Systems Division, COMSAT Corporation; and Chairman, Board of Governors of
INTELSAT, (each of the COMSAT companies listed above is an international
communication, information and entertainment-distribution services company).

          OWEN DALY II, Director  (70)
          Six Blythewood Road
          Baltimore, MD 21210

          Director, Cortland Trust Inc. (investment company). Formerly,
Director, CF & I Steel Corp., Monumental Life Insurance Company and Monumental
General Insurance Company; and Chairman of the Board of Equitable
Bancorporation.

          *CARL FRISCHLING, Director  (58)
          919 Third Avenue
          New York, NY 10022

----------
*  A director who is an "interested person" of the Company as defined in the
1940 Act.

                                       17
<PAGE>
 
          Partner, Kramer, Levin, Naftalis, Neesan, Kamin & Frankel (law firm).
Formerly, Partner, Reid & Priest (law firm); and, prior thereto, Partner,
Spengler Carlson Gubar Brodsky & Frischling (law firm).

          **ROBERT H. GRAHAM, Director and President  (48)
 
          Director, President and Chief Operating Officer, A I M Management
Group Inc.; Director and President, A I M Advisors, Inc.; Director and Executive
Vice President, A I M Distributors, Inc.; Director and Senior Vice President, 
A I M Capital Management, Inc., AIM Global Advisors Limited, A I M Global
Associates, Inc., A I M Global Holdings, Inc., AIM Global Ventures Co., A I M
Institutional Fund Services, Inc., A I M Fund Services, Inc. and Fund Management
Company; and Director, A I M Global Management Company Limited.

          JOHN F. KROEGER, Director  (70)
          Box 464
          24875 Swan Road - Martingham
          St. Michaels, MD 21663

          Trustee, Flag Investors International Trust; and Director, Flag
Investors Emerging Growth Fund, Inc., Flag Investors Telephone Income Fund,
Inc., Flag Investors Quality Growth Fund, Inc., Flag Investors Total Return U.S.
Treasury Fund, Inc., Flag Investors Intermediate Term Income Fund, Inc., Managed
Municipal Fund, Inc. and Flag Investors Value Builder Fund, Inc., Flag Investors
Maryland Intermediate Tax-Free Income Fund, Inc., Alex. Brown Cash Reserve Fund,
Inc. and North American Government Bond Fund, Inc. (investment companies).
Formerly, Consultant, Wendell & Stockel Associates, Inc. (consulting firm).

          LEWIS F. PENNOCK, Director  (52)
          8955 Katy Freeway, Suite 204
          Houston, TX 77024

          Attorney in private practice in Houston, Texas.

          IAN W. ROBINSON, Director  (72)
          183 Rivers Drive
          Tequesta, FL 33469

          Formerly, Executive Vice President and Chief Financial Officer, Bell
Atlantic Management Services, Inc. (provider of centralized management services
to telephone companies); Executive Vice President, Bell Atlantic Corporation
(parent of seven telephone companies); Vice President and Chief Financial
Officer, Bell Telephone Company of Pennsylvania and Diamond State Telephone
Company.

          LOUIS S. SKLAR, Director  (55)
          Transco Tower, 50th Floor
          2800 Post Oak Road
          Houston, TX 77056

          Executive Vice President, Development and Operations, Hines Interests
Limited Partnership (real estate development).

----------
** A director who is an "interested person" of the Company and AIM as defined in
the 1940 Act.

                                       18
<PAGE>
 
          WILLIAM H. KLEH, Senior Vice President  (49)

          Director, Chairman and President, AIM Global Ventures Co.; Director
and Managing Director, AIM Global Advisors Limited; Director and Senior Vice
President, A I M Advisors, Inc.; Director and President, A I M Global
Associates, Inc. and A I M Global Holdings, Inc.; Director and Vice President,
A I M Capital Management, Inc. and Fund Management Company; Director, A I M
Global Management Company Limited; Senior Vice President, A I M Management Group
Inc.; and Vice President, A I M Distributors, Inc. and A I M Fund Services, Inc.

          JOHN J. ARTHUR, Senior Vice President and Treasurer  (50)

          Senior Vice President and Treasurer, A I M Advisors, Inc.; and Vice
President and Treasurer, A I M Management Group Inc., A I M Distributors, Inc.,
A I M Capital Management, Inc., A I M Fund Services, Inc., A I M Institutional
Fund Services, Inc. and Fund Management Company; Vice President, AIM Global
Advisors Limited, A I M Global Associates, Inc., A I M Global Holdings, Inc.,
and AIM Global Ventures Co.

          GARY T. CRUM, Senior Vice President  (47)

          Director and President, A I M Capital Management, Inc.; Director and
Senior Vice President, A I M Management Group Inc., A I M Advisors, Inc., AIM
Global Advisors Limited, A I M Global Associates, Inc., A I M Global Holdings,
Inc., and AIM Global Ventures Co.; and Director, A I M Distributors, Inc. and 
A I M Global Management Company Limited.

          CAROL F. RELIHAN, Secretary and Vice President (40)

          Vice President, General Counsel and Secretary, A I M Advisors, Inc.,
A I M Fund Services, Inc., A I M Institutional Fund Services, Inc., A I M
Management Group Inc. and Fund Management Company; Vice President and Secretary,
A I M Distributors, Inc., A I M Global Associates, Inc., and A I M Global
Holdings, Inc.; Vice President and Assistant Secretary, AIM Global Ventures Co.
and AIM Global Advisors Limited; and Secretary, A I M Capital Management, Inc.

          DANA R. SUTTON, Vice President and Assistant Treasurer (36)

          Vice President and Fund Controller, A I M Advisors, Inc.; and
Assistant Vice President and Assistant Treasurer, Fund Management Company.

          ROBERT G. ALLEY, Vice President  (46)

          Senior Vice President, A I M Capital Management, Inc. and Vice
President, A I M Advisors, Inc. Formerly, Senior Fixed Income Money Manager,
Waddell and Reed, Inc.

          STUART W. COCO, Vice President  (39)

          Senior Vice President, A I M Capital Management, Inc. and Vice
President, A I M Advisors, Inc.

                                       19
<PAGE>
 
          MELVILLE B. COX, Vice President  (51)

          Vice President, A I M Advisors, Inc., A I M Capital Management, Inc.,
A I M Fund Services, Inc. and A I M Institutional Fund Services, Inc.; and
Assistant Vice President, A I M Distributors, Inc. and Fund Management Company.
Formerly, Vice President, Charles Schwab & Co., Inc.; Assistant Secretary,
Charles Schwab Family of Funds and Schwab Investments; Chief Compliance Officer,
Charles Schwab Investment Management, Inc.; and Vice President, Integrated
Resources Life Insurance Co. and Capitol Life Insurance Co.

          KAREN DUNN KELLEY, Vice President  (34)

          Director, A I M Global Management Company Limited; Senior Vice
President, A I M Capital Management, Inc. and AIM Global Advisors Limited; and
Vice President, A I M Advisors, Inc. and AIM Global Ventures Co.

          JONATHAN C. SCHOOLAR, Vice President  (33)

          Director and Senior Vice President, A I M Capital Management, Inc.;
and Vice President, A I M Advisors, Inc.

          The standing committees of the Board of Directors are the Audit
Committee, the Investments Committee and the Nominating and Compensation
Committee.

          The members of the Audit Committee are Messrs. Daly, Kroeger
(Chairman), Pennock and Robinson. The Audit Committee is responsible for meeting
with the Company's auditors to review audit procedures and results and to
consider any matters arising from an audit to be brought to the attention of the
directors as a whole with respect to the Company's fund accounting or its
internal accounting controls, or for considering such matters as may from time
to time be set forth in a charter adopted by the Board of Directors and such
Committee.

          The members of the Investments Committee are Messrs. Bauer, Crockett,
Daly (Chairman), Kroeger and Pennock. The Investments Committee is responsible
for reviewing portfolio compliance, brokerage allocation, portfolio investment
pricing issues, interim dividend and distribution issues, or considering such
matters as may from time to time be set forth in a charter adopted by the Board
of Directors and such Committee.

          The members of the Nominating and Compensation Committee are Messrs.
Crockett, Daly, Kroeger, Pennock (Chairman) and Sklar. The Nominating and
Compensation Committee is responsible for considering and nominating individuals
to stand for election as directors who are not interested persons, reviewing
from time to time the compensation payable to the disinterested directors, or
considering such matters as may from time to time be set forth in a charter
adopted by the Board of Directors of such Committee.

          All of the Company's directors also serve as directors or trustees of
some or all of the other mutual funds advised or managed by AIM.  All of the
Company's executive officers hold similar offices with some or all of such
mutual funds.

Remuneration of Directors

          Each director is reimbursed for expenses incurred in connection with
each meeting of the Board of Directors or any Committee attended. The directors
of the Company who do not serve as officers of the Company are compensated for
their services according to a fee schedule which recognizes the fact that they
also serve as directors or trustees of certain other investment companies
advised or managed by AIM. 

                                       20
<PAGE>
 
Each such director receives a fee, allocated among the AIM Funds for which he
serves as a director or trustee, which consists of an annual retainer component
and a meeting fee component.

          Set forth below is information regarding compensation paid or accrued
during the fiscal year ended January 31, 1995 for each director of the Company:
<TABLE>
<CAPTION>
 
 
                                        RETIREMENT
                                         BENEFITS
                         AGGREGATE       ACCRUED             TOTAL
                       COMPENSATION     BY ALL AIM       COMPENSATION
     DIRECTOR         FROM COMPANY(1)    FUNDS(2)    FROM ALL AIM FUNDS(3)
     --------         ---------------   ----------   --------------------- 
<S>                   <C>               <C>          <C>
 
Charles T. Bauer         $       0      $        0        $        0
                                                       
Bruce L. Crockett         5,901.00        2,814.00         45,093.75
                                                       
Owen Daly II              5,836.00       14,375.00         45,843.75
                                                       
Carl Frischling           5,901.00        7,542.00         45,093.75
                                                       
Robert H. Graham                 0               0                 0
                                                       
John F. Kroeger           5,836.00       20,517.00         45,843.75
                                                       
Lewis F. Pennock          5,836.00        5,093.00         45,843.75
                                                       
Ian W. Robinson           5,901.00       10,396.00         45,093.75

Louis S. Sklar            5,901.00        4,682.00         45,093.75
 </TABLE>

----------
(1) The total amount of compensation deferred by all Directors of the Company
    during the fiscal year ended January 31, 1995, including interest earned
    thereon, was $25,124.

(2) During the fiscal year ended January 31, 1995, the total amount of
    expenses allocated to the Company in respect of such retirement benefits
    was $739.

(3) Messrs. Bauer, Daly, Graham, Kroeger and Pennock each serves as a Director
    or Trustee of a total of 11 AIM Funds.  Messrs. Crockett, Frischling,
    Robinson and Sklar each serves as a Director or Trustee of a total of 10
    AIM Funds.  Data reflects compensation earned for the calendar year ended
    December 31, 1994.

AIM Funds Retirement Plan for Eligible Directors/Trustees

          Under the terms of the AIM Funds Retirement Plan for Eligible
Directors/Trustees (the "Plan"), each director (who is not a employee of any of
the AIM Funds, A I M Management Group Inc. or any of their affiliates) may be
entitled to certain benefits upon retirement from the Board of Directors.
Pursuant to the Plan, the normal retirement date is the date on which the
eligible director has attained age 65 and has completed at least five years of
continuous service with one or more of the regulated investment companies
managed, administered or distributed by AIM or its affiliates (the "AIM Funds").
Each eligible director is entitled to receive an annual benefit from the AIM
Funds commencing on the first day of the calendar quarter coincident with or
following his date of retirement equal to 5% of such Director's compensation
paid 

                                       21
<PAGE>
 
by the AIM Funds multiplied by the number of such Director's years of service
(not in excess of 10 years of service) completed with respect to any of the AIM
Funds. Such benefit is payable to each eligible director in quarterly
installments for a period of no more than five years. If an eligible director
dies after attaining the normal retirement date but before receipt of any
benefits under the Plan commences, the director's surviving spouse (if any)
shall receive a quarterly survivor's benefit equal to 50% of the amount payable
to the deceased director, for no more than five years beginning the first day of
the calendar quarter following the date of the director's death. Payments under
the Plan are not secured or funded by any AIM Fund.

          Set forth below is a table that shows the estimated annual benefits
payable to an eligible director upon retirement assuming various compensation
and years of service classifications.  The estimated credited years of service
as of December 31, 1994 for Messrs. Crockett, Daly, Frischling, Kroeger,
Pennock, Robinson and Sklar are 7, 8, 17, 17, 13, 7 and 5 years, respectively.
<TABLE>
<CAPTION>
 
                         Annual Compensation Paid By All AIM Funds
 

                         $40,000    $45,000    $50,000    $55,000

<S>                 <C>  <C>        <C>        <C>        <C> 
Number of           10   $20,000    $22,500    $25,000    $27,500   
Years of                                                    
Service With         9   $18,000    $20,250    $22,500    $24,750
the                                                          
AIM Funds            8   $16,000    $18,000    $20,000    $22,000
                                                             
                     7   $14,000    $15,750    $17,500    $19,250
                                                             
                     6   $12,000    $13,500    $15,000    $16,500

                     5   $10,000    $11,250    $12,500    $13,750 
</TABLE> 
                  

          Deferred Compensation Agreements

          Messrs. Daly, Frischling, Kroeger, Robinson and Sklar (for purposes of
this paragraph only, the "deferring directors") have each executed a Deferred
Compensation Agreement (collectively, the "Agreements").  Pursuant to the
Agreements, the deferring directors elected to defer receipt of 100% of their
compensation payable by the Company, and such amounts are placed into a deferral
account.  Currently, the deferring directors may select various AIM Funds in
which all or part of his deferral account shall be deemed to be invested.
Distributions from the deferring directors' deferral accounts will be paid in
cash, in generally equal quarterly installments over a period of five years
beginning on the date the deferring director's retirement benefits commence
under the Plan.  The Company's Board of Directors, in its sole discretion, may
accelerate or extend the distribution of such deferral accounts after the
deferring director's termination of service as a director of the Company.  If a
deferring director dies prior to the distribution of amounts in his deferral
account, the balance of the deferral account will be distributed to his
designated beneficiary in a single lump sum payment as soon as practicable after
such deferring director's death.  The Agreements are not funded and, with
respect to the payments of amounts held in the deferral accounts, the deferring
directors have the status of unsecured creditors of the Company and of each
other AIM Fund from which they are deferring compensation.

          AIM and the Company have adopted a Code of Ethics which requires
investment personnel (a) to pre-clear all personal securities transactions, (b)
to file reports regarding such transactions, and (c) to refrain from personally
engaging in (i) short-term trading of a security, (ii) transactions involving a
security within seven days of an AIM Fund transaction involving the same
security, and (iii) transactions involving securities being considered for
investment by an AIM Fund.  The Code also prohibits investment personnel 

                                       22
<PAGE>
 
from purchasing securities in an initial public offering. Personal trading
reports are reviewed periodically by AIM, and the Board of Directors reviews
annually such reports (including information on any substantial violations of
the Code). Violations of the Code may result in censure, monetary penalties,
suspension or termination of employment.

          During the year ended January 31, 1995, AIM V.I. Capital Appreciation
Fund, AIM V.I. Diversified Income Fund, AIM V.I. Global Utilities Fund, AIM V.I.
Government Securities Fund, AIM V.I. Growth Fund, AIM V.I. Growth and Income
Fund, AIM V.I. International Equity Fund, AIM V.I. Money Market Fund and AIM
V.I. Value Fund each paid $3,375, $3,161, $886, $2,998, $3,250, $895, $3,276,
$3,190 and $2,867, respectively, in legal fees to Reid & Priest, the law firm in
which Mr. Frischling, a director of the Company, is a partner, as counsel to the
Board of Directors.  Effective September 1994, Kramer, Levin, Naftalis, Nessen,
Kamin & Frankel was appointed as counsel to the Board of Directors.  A member of
the Funds' new counsel is also a Director.  Each of these funds paid the
following legal fees to Kramer, Levin, Naftalis, Nessen, Kamin & Frankel for
services rendered:  AIM V.I. Capital Appreciation Fund, AIM V.I. Diversified
Income Fund, AIM V.I. Global Utilities Fund, AIM V.I. Government Securities
Fund, AIM V.I. Growth Fund, AIM V.I. Growth and Income Fund, AIM V.I.
International Equity Fund, AIM V.I. Money Market Fund and AIM V.I. Value Fund
paid $445, $409, $403, $403, $421, $403, $432, $417 and 456, respectively.

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENTS

          Each Fund has entered into a master investment advisory agreement (the
"Advisory Agreement") and a master administrative services agreement (the
"Administrative Services Agreement") with AIM.  See "Management" in the
Prospectus.

          AIM was organized in 1976, and along with its affiliates, manages or
advises 37 investment company portfolios.  As of April 3, 1995, the total assets
advised or managed by AIM and its affiliates were approximately $28.5 billion.

          The Advisory Agreement for the Funds provides that each Fund will pay
all expenses of the Fund, including, without limitation:  brokerage commissions,
taxes, legal, auditing, or governmental fees, the cost of preparing share
certificates, custodian, transfer and shareholder service agent costs, expenses
of issue, sale, redemption and repurchase of shares, expenses of registering and
qualifying shares for sale, expenses relating to directors and shareholder
meetings, the cost of preparing and distributing reports and notices to
shareholders, the fees and other expenses incurred by the Company on behalf of
the Funds in connection with membership in investment company organizations, the
cost of printing copies of prospectuses and statements of additional information
distributed to the Fund's shareholders; and all other charges and costs of the
Fund's operations unless otherwise explicitly provided.

          The Advisory Agreement for the Funds provides that the agreement will
remain in effect for the initial term and continue in effect from year to year
thereafter only if such continuance is specifically approved at least annually
(i) by the Company's Board of Directors or by the vote of a majority of the
outstanding voting securities of the Funds (as defined in the 1940 Act); and
(ii) by the affirmative vote of a majority of the directors who are not parties
to the agreement or "interested persons" of any such party (the "Non-Interested
Directors") by votes cast in person at a meeting called for such purpose.  The
Advisory Agreement was initially approved by the Company's Board of Directors
(including the affirmative vote of all of the Non-Interested Directors) on July
19, 1993.  The Board of Directors of the Company approved the continuance of the
Agreement until June 30, 1995.  The Advisory Agreement became effective on
October 18, 1993 and was amended April 28, 1994 to include the Global Utilities
Fund and the Growth & Income Fund.  The Advisory Agreement provides that the
Company or AIM may terminate such agreement with respect to any Fund(s) on sixty
(60) days' written notice without penalty.  The Advisory Agreement terminates
automatically in the event of its assignment.

                                       23
<PAGE>
 
          Pursuant to the Advisory Agreement, AIM receives a fee from each of
AIM V.I. Capital Appreciation Fund, AIM V.I. Global Utilities Fund, AIM V.I.
Growth Fund, AIM V.I. Growth and Income Fund and AIM V.I. Value Fund calculated
at the following annual rate, based on the average daily net assets of the Fund
during the year:

            Net Assets                    Annual Rate
            ----------                    -----------
                                       
          First $250,000,000               0.65%
          Over $250,000,000                0.60%

    Pursuant to the Advisory Agreement, AIM receives a fee from AIM V.I.
Diversified Income Fund calculated at the following annual rate, based on the
average daily net assets of the Fund during the year:

            Net Assets                    Annual Rate
            ----------                    -----------
                                     
          First $250,000,000               0.60%
          Over $250,000,000                0.55%

    Pursuant to the Advisory Agreement, AIM receives a fee from AIM V.I.
Government Securities Fund calculated at the following annual rate, based on the
average daily net assets of the Fund during the year:

            Net Assets                    Annual Rate
            ----------                    -----------
                                   
          First $250,000,000               0.50%
          Over $250,000,000                0.45%

    Pursuant to the Advisory Agreement, AIM receives a fee from AIM V.I.
International Equity Fund calculated at the following annual rate, based on the
average daily net assets of the Fund during the year:

            Net Assets                    Annual Rate
            ----------                    -----------
                                      
          First $250,000,000               0.75%
          Over $250,000,000                0.70%

    Pursuant to the Advisory Agreement, AIM receives a fee from AIM V.I. Money
Market Fund calculated at the following annual rate, based on the average daily
net assets of the Fund during the year:

            Net Assets                    Annual Rate
            ----------                    -----------
                                      
          First $250,000,000               0.40%
          Over $250,000,000                0.35%

                                       24
<PAGE>
 
    Each Fund paid to AIM a management fee (net of fee waivers) for the fiscal
year ended January 31, 1995 and for the period May 5, 1993 (date operations
commenced) through January 31, 1994, under the Advisory Agreement and a prior,
substantially identical advisory agreement, as follows:
<TABLE>
<CAPTION>
 
 
                                                 Fiscal Period Ended
                                                 ------------------- 
                                                   1995         1994
                                                 --------     -------
<S>                                              <C>          <C> 
          AIM V.I. Capital Appreciation Fund...  $402,307     $23,119
          AIM V.I. Diversified Income Fund.....  $ 98,044     $   -0-
          AIM V.I. Global Utilities Fund.......  $    -0-*    $   N/A
          AIM V.I. Government Securities Fund..  $ 42,430     $   -0-
          AIM V.I. Growth Fund.................  $231,152     $   -0-
          AIM V.I. Growth and Income Fund......  $    -0-*    $   N/A
          AIM V.I. International Equity Fund...  $317,747     $   -0-
          AIM V.I. Money Market Fund...........  $ 85,967     $   -0-
          AIM V.I. Value Fund..................  $489,030     $27,729
</TABLE>

          * Fees paid were for the period May 2, 1994 (date operations
          commenced) through January 31, 1995.

          For the fiscal year ended January 31, 1995 and for the period May 5,
1993 (date operations commenced) through January 31, 1994, AIM waived management
fees for each Fund as follows:
<TABLE>
<CAPTION>

                                                 Fiscal Period Ended
                                                 -------------------
                                                   1995        1994
                                                 -------     -------
<S>                                              <C>         <C>  
          AIM V.I. Capital Appreciation Fund...  $   -0-     $35,486
          AIM V.I. Diversified Income Fund.....  $25,046     $28,217
          AIM V.I. Global Utilities Fund.......  $ 9,264*        N/A
          AIM V.I. Government Securities Fund..  $18,907     $16,775
          AIM V.I. Growth Fund.................  $   -0-     $48,427
          AIM V.I. Growth and Income Fund......  $20,806*        N/A
          AIM V.I. International Equity Fund...  $ 5,010     $39,537
          AIM V.I. Money Market Fund...........  $18,531     $19,489
          AIM V.I. Value Fund..................  $   -0-     $31,977
</TABLE>
          * Fees waived were for the period May 2, 1994 (date operations
          commenced) through January 31, 1995.

          In addition to the management fees paid by each Fund for the fiscal
year ended January 31, 1995 and for the period May 5, 1993 (date operations
commenced) through January 31, 1994, AIM absorbed other expenses, as follows:

                                       25
<PAGE>
 
<TABLE>
<CAPTION>
 
                                                 Fiscal Period Ended
                                                 --------------------
                                                   1995         1994
                                                 -------      -------
<S>                                              <C>          <C>   
          AIM V.I. Capital Appreciation Fund...  $   -0-      $   -0-
          AIM V.I. Diversified Income Fund.....  $   -0-      $ 2,000
          AIM V.I. Global Utilities Fund.......  $12,000*         N/A
          AIM V.I. Government Securities Fund..  $   -0-      $10,000
          AIM V.I. Growth Fund.................  $   -0-      $   -0-
          AIM V.I. Growth and Income Fund......  $   -0-*         N/A
          AIM V.I. International Equity Fund...  $   -0-      $17,600
          AIM V.I. Money Market Fund...........  $   -0-      $ 8,800
          AIM V.I. Value Fund..................  $   -0-      $   -0-
</TABLE>

          * Fee amounts are for the period May 2, 1994 (date operations
          commenced) through January 31, 1995.

          The Administrative Services Agreement for the Funds provides that AIM
may perform certain accounting and other administrative services to each Fund
which are not required to be performed by AIM under the Advisory Agreement.  For
such services, AIM would be entitled to receive from each Fund reimbursement of
its expenses.

          The Administrative Services Agreement for the Funds provides that the
agreement will remain in effect for the initial term and continue in effect from
year to year thereafter only if such continuance is specifically approved at
least annually (i) by the Company's Board of Directors or by the vote of a
majority of the outstanding voting securities of the Funds (as defined in the
1940 Act); and (ii) by the affirmative vote of a majority of the Non-Interested
Directors, by votes cast in person at a meeting called for such purpose.  The
Board of Directors of the Company approved the continuance of the Agreement
until June 30, 1995. The Administrative Services Agreement was initially
approved by the Company's Board of Directors (including the Non-Interested
Directors) on July 19, 1993. The agreement terminates automatically in the event
of its assignment.

          For the fiscal year ended January 31, 1995 and for the period May 5,
1993 (date operations commenced) through January 31, 1994, AIM received
reimbursement of administrative services costs from each of the Funds pursuant
the Administrative Services Agreement and a prior, substantially identical
administrative services agreement, as follows:
<TABLE>
<CAPTION>
                                                 Fiscal Period Ended
                                                 -------------------- 
<S>                                              <C>          <C>
 
                                                   1995         1994
                                                 -------      -------
 
          AIM V.I. Capital Appreciation Fund...  $23,992      $12,770
          AIM V.I. Diversified Income Fund.....  $35,441      $12,736
          AIM V.I. Global Utilities Fund.......  $13,577*         N/A
          AIM V.I. Government Securities Fund..  $23,230      $10,458
          AIM V.I. Growth Fund.................  $23,537      $12,766
          AIM V.I. Growth and Income Fund......  $13,596*         N/A
          AIM V.I. International Equity Fund...  $12,000      $ 7,000
          AIM V.I. Money Market Fund...........  $21,019      $11,288
          AIM V.I. Value Fund..................  $21,568      $13,572
</TABLE>

          * Fees paid were for the period May 2, 1994 (date operations
          commenced) through January 31, 1995.

                                       26
<PAGE>
 
THE DISTRIBUTION AGREEMENT

          The Funds have entered into a master distribution agreement (the
"Distribution Agreement") with AIM Distributors, dated October 18, 1993 and was
amended April 28, 1994.  The Distribution Agreement was amended on April 28,
1994 to include the Global Utilities Fund and the Growth & Income Fund.
Information concerning AIM Distributors and the continuous offering of the
Funds' shares is set forth in the Prospectus under the heading "Management."
The Distribution Agreement was initially approved by the Board of Directors
(including the affirmative vote of all the directors who were not parties to the
Distribution Agreement or "interested persons" of any such party) of the Company
on July 19, 1993.  The Distribution Agreement provides that AIM Distributors
will bear the expenses of printing from the final proof and distributing
prospectuses and statements of additional information of the Funds relating to
the sale of Fund shares. The Distribution Agreement provides that the Funds
shall bear the expenses of qualification of shares of the Fund for sale in
connection with the public offering in any jurisdictions where qualification is
required by law. AIM Distributors has not undertaken to sell any specified
number of shares of the Funds.

          The Distribution Agreement for the Funds provides that it will
continue in effect until June 30, 1994, and from year to year thereafter only if
such continuance is specifically approved at least annually (i) by the Company's
Board of Directors or by the vote of a majority of the outstanding voting
securities of the Funds (as defined in the 1940 Act); and (ii) by the
affirmative vote of a majority of the directors who are not parties to the
agreement or "interested persons" of any such party (the "Non-Interested
Directors") by votes cast in person at a meeting called for such purpose. The
Company or AIM Distributors may terminate its Distribution Agreement on sixty
(60) days' written notice without penalty.  The Distribution Agreement will
terminate automatically in the event of its assignment.


                        DETERMINATION OF NET ASSET VALUE

          For the Money Market Fund: The net asset value per share of the Fund
is determined daily as of 4:15 p.m. Eastern time on each business day of the
Fund.  Net asset value per share is determined by dividing the value of the
Fund's securities, cash and other assets (including interest accrued but not
collected), less all its liabilities (including accrued expenses and dividends
payable), by the number of shares outstanding of the Fund and rounding the
resulting per share net asset value to the nearest one cent.  In the event the
New York Stock Exchange closes early (i.e. before 4:00 p.m. Eastern Time) on a
particular day, the net asset value of a Fund share is determined 15 minutes
following the close of the New York Stock Exchange on such day.  Determination
of the Fund's net asset value per share is made in accordance with generally
accepted accounting principles.

          The securities of the Fund are valued on the basis of amortized cost.
This method values a security at its cost on the date of purchase and thereafter
assumes a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the security.  While this method provides certainty in valuation, it may result
in periods during which value, as determined by amortized cost, is higher or
lower than the price the Fund would receive if the security were sold.  During
such periods, the daily yield on shares of the Fund computed as described under
"Yield Information" may differ somewhat from an identical computation made by
another investment company with identical investments utilizing available
indications as to the market value of its portfolio securities.

          The valuation of the portfolio instruments based upon their amortized
cost and the concomitant maintenance of the net asset value per share of $1.00
for the Fund is permitted in accordance with applicable rules and regulations of
the SEC which require the Fund to adhere to certain conditions.  These rules
require, among other things, that the Fund maintain a dollar-weighted average
portfolio maturity of 90 days or less, purchase only instruments having
remaining maturities of 397 calendar days or less and 

                                       27
<PAGE>
 
invest only in securities determined by the Board of Directors to be "Eligible
Securities" and to present minimal credit risk to the Fund.

          Rule 2a-7, promulgated under the 1940 Act, which governs the operation
of money market funds, defines an "Eligible Security" as follows:

      (i) a security with a remaining maturity of 397 days or less that is rated
          (or that has been issued by an issuer that is rated with respect to a
          class of short-term debt obligations, or any security within that
          class, that is comparable in priority and security with the security)
          by the Requisite NRSROs in one of the two highest rating categories
          for short-term debt obligations (within which there may be sub-
          categories or gradations indicating relative standing); or

     (ii) a security:

          (A) that at the time of issuance was a long-term security but that has
              a remaining maturity of 397 calendar days or less; and

          (B) whose issuer has received from the Requisite NRSROs a rating, with
              respect to a class of short-term debt obligations (or any security
              within that class) that is now comparable in priority and security
              with the security, in one of the two highest rating categories for
              short-term debt obligations (within which there may be sub-
              categories or gradations indicating relative standing); or

    (iii) an unrated security that is of comparable quality to a security
          meeting the requirements of paragraphs (a)(5)(i) or (ii) of this
          section, as determined by the money market fund's board of directors;
          provided, however, that:

          (A) the board of directors may base its determination that a standby
              commitment is an Eligible Security upon a finding that the issuer
              of the commitment presents a minimal risk of default; and

          (B) a security that at the time of issuance was a long-term security
              but that has a remaining maturity of 397 calendar days or less and
              that is an unrated security(1) is not an Eligible Security if the
              security has a long-term rating from any NRSRO that is not within
              the NRSRO's two highest categories (within which there may be sub-
              categories or gradations indicating relative standing).

          The Board of Directors is required to establish procedures designed to
stabilize, to the extent reasonably practicable, the Fund's price per share at
$1.00 for the Fund as computed for the purpose of sales and redemptions.  Such
procedures include review of the Fund's holdings by the Board of Directors 

----------
(1) An "unrated security" is a security (i) issued by an issuer that does not
    have a current short-term rating from any NRSRO, either as to the particular
    security or as to any other short-term obligations of comparable priority
    and security; (ii) that was a long-term security at the time of issuance and
    whose issuer has not received from any NRSRO a rating with respect to a
    class of short-term debt obligations now comparable in priority and
    security; or (iii) a security that is rated but which is the subject of an
    external credit support agreement not in effect when the security was
    assigned its rating, provided that a security is not an unrated security if
    any short-term debt obligation issued by the issuer and comparable in
    priority and security is rated by any NRSRO.

                                       28
<PAGE>
 
at such intervals as they may deem appropriate, to determine whether the net
asset value calculated by using available market quotations or other reputable
sources for the Fund deviates from $1.00 per share and, if so, whether such
deviation may result in material dilution or is otherwise unfair to existing
holders of the Fund's shares. In the event the Board of Directors determines
that such a deviation exists for the Fund, it will take such corrective action
as the Board of Directors deems necessary and appropriate with respect to the
Fund, including the sale of portfolio instruments prior to maturity to realize
capital gains or losses or to shorten the average portfolio maturity; the
withholding of dividends; redemption of shares in kind; or the establishment of
a net asset value per share by using available market quotations.

          The Fund intends to comply with any amendments made to Rule 2a-7 which
may require corresponding changes in the Fund's procedures which are designed to
stabilize the Fund's price per share at $1.00.

          For All Other Funds:  The net asset value per share of each Fund is
normally determined daily as of 4:15 p.m.  Eastern time on each business day of
the Company.  Net asset value per share is determined by dividing the value of
the Fund's securities, cash and other assets (including interest accrued but not
collected), less all its liabilities (including accrued expenses and dividends
payable), by the total number of shares outstanding of the Fund's shares.  In
the event the New York Stock Exchange closes early (i.e. before 4:00 p.m.
Eastern Time) on a particular day, the net asset value of a Fund share is
determined 15 minutes following the close of the New York Stock Exchange on such
day.  Determination of the Fund's net asset value per share is made in
accordance with generally accepted accounting principles.

          Each equity security held by the Fund is valued at its last sales
price on the exchange where the security is principally traded or, lacking any
sales on a particular day, the security is valued at the mean between the
closing bid and asked prices on that day. Each security traded in the over-the-
counter market (but not including securities reported on the NASDAQ National
Market System) is valued at the mean between the last bid and asked prices based
upon quotes furnished by market makers for such securities. Each security
reported on the NASDAQ National Market System is valued at the last sales price
on the valuation date. Non-convertible debt securities are valued on the basis
of prices provided by an independent pricing service. Prices provided by the
pricing service may be determined without exclusive reliance on quoted prices,
and may reflect appropriate factors such as institution-size trading in similar
groups of securities, developments related to special securities, yield,
quality, coupon rate, maturity, type of issue, individual trading
characteristics and other market data. Securities for which market quotations
are not readily available are valued at fair value as determined in good faith
by or under the supervision of the Company's officers in a manner specifically
authorized by the Board of Directors of the Company. Short-term obligations
having 60 days or less to maturity are valued on the basis of amortized cost.

     Generally, trading in foreign securities is substantially completed each
day at various times prior to the close of the New York Stock Exchange.  The
values of such foreign securities used in computing the net asset value of each
Fund's shares are determined at such times as trading is completed.  Foreign
currency exchange rates are also generally determined prior the close of the New
York Stock Exchange.  Occasionally, events affecting the values of such foreign
securities and such foreign securities exchange rates may occur after the time
at which such values are determined and prior to the close of the New York Stock
Exchange that will not be reflected in the computation of a Fund's net asset
value.  If events materially affecting the value of such securities occur during
such period, then these securities will be valued at their fair value as
determined in good faith by or under the supervision of the Board of Directors.

                                       29
<PAGE>
 
                    DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS

          Each Fund is treated as a separate association taxable as a
corporation.

          Each Fund intends to qualify under the Internal Revenue Code of 1986,
as amended (the "Code"), as a regulated investment company ("RIC") for each
taxable year. Accordingly, each Fund must, among other things, meet the
following requirements: A. Each Fund must generally derive at least 90% of its
gross income from dividends, interest, payments with respect to securities
loans, gains from the sale or other disposition of stock, securities, foreign
currencies, or other income derived with respect to its business of investing in
such stock, securities or currencies. B. Each Fund must diversify its holdings
so that, at the end of each fiscal quarter: i) at least 50% of the market value
of the Fund's assets is represented by cash, cash items (including receivables),
U.S. Government securities, securities of other RICs, and other securities, with
such other securities limited, with respect to any one issuer, to an amount not
greater than 5% of the Fund's assets and not more than 10% of the outstanding
voting securities of such issuer, and ii) not more than 25% of the value of its
assets is invested in the securities of any one issuer (other than U.S.
Government securities).

          As a RIC, each Fund will not be subject to federal income tax on its
income and gains distributed to shareholders if it distributes at least a) 90%
of its investment company taxable income for the taxable year; and b) 90% of the
excess of its tax-exempt interest income under Code Section 103(a) over its
deductions disallowed under Code Sections 265 and 171(a)(2).

          The Fund intends to comply with the diversification requirements
imposed by section 817(h) of the Code and the regulations thereunder. These
requirements, which are in addition to the diversification requirements imposed
on the Fund by the 1940 Act and Subchapter M of the Code, place certain
limitations on the assets of the insurance company separate accounts that may be
invested in securities of a single issuer. Because section 817(h) and those
regulations treat the assets of the Fund as assets of the insurance company
separate accounts, the Fund intends to comply with these diversification
requirements. Specifically, the regulations provide that, except as permitted by
the "safe harbor" described below, as of the end of each calendar quarter or
within 30 days thereafter no more than 55% of the Fund's total assets may be
represented by any one investment, no more than 70% by any two investments, no
more than 80% by any three investments and no more than 90% by any four
investments. For this purpose, all securities of the same issuer are considered
a single investment, and while each U.S. Government agency and instrumentality
is considered a separate issuer, a particular foreign government and its
agencies, instrumentalities and political subdivisions all will be considered
the same issuer. Section 817(h) provides, as a safe harbor, that a separate
account will be treated as being adequately diversified if the diversification
requirements under Subchapter M are satisfied and no more than 55% of the value
of the account's total assets are cash and cash items, government securities and
securities of other RICs. Failure of the Fund to satisfy the section 817(h)
requirements would result in taxation of and treatment of the Contract holders
other than as described in the applicable prospectuses of the various insurance
company separate accounts.

                           MISCELLANEOUS INFORMATION

AUDIT REPORTS

     The Company furnishes semi-annual reports containing information about the
Funds and their operations, including a list of the investments held in each
Fund's portfolio and their respective financial statements.  Financial
statements, audited by independent auditors, will be issued annually.  The firm
of Tait, Weller & Baker, Two Penn Center Plaza, Philadelphia, PA 19102, serves
as the auditors of each Fund.

                                       30
<PAGE>
 
LEGAL MATTERS

          Freedman, Levy, Kroll & Simonds, Washington, D.C. has advised the
Company on certain federal securities law matters.

CUSTODIAN AND TRANSFER AGENT

          State Street Bank and Trust Company ("State Street"), 225 Franklin
Street, Boston, MA 02110, is custodian of all securities and cash of the Funds.
The custodian attends to the collection of principal and income, pays and
collects all monies for securities bought and sold by the Portfolios, and
performs certain other ministerial duties. State Street also acts as transfer
and dividend disbursing agent for the Funds. These services do not include any
supervisory function over management or provide any protection against any
possible depreciation of assets. The Funds pay State Street such compensation as
may be agreed upon from time to time.

PRINCIPAL HOLDERS OF SECURITIES

          To the best of the knowledge of each Fund, the names of the record
holders of 5% or more of the outstanding shares of the Fund as of April 3, 1995
and the percentage of the outstanding shares of such Fund owned by such
shareholders as of such date are set out below. The address of A I M Advisors,
Inc. is 11 Greenway Plaza, Suite 1919, Houston TX, 77046. The address of
Connecticut General Life Insurance Company and CG Variable Annuity Separate
Account is 900 Cottage Grove Road, Bloomfield, CT, 06002:

AIM V.I. CAPITAL APPRECIATION FUND
<TABLE>
<CAPTION>
 
                               PERCENT OWNED     PERCENT OWNED
       NAME OF                   OF RECORD       BENEFICIALLY   PERCENT OWNED
    RECORD OWNER              AND BENEFICIALLY       ONLY       OF RECORD ONLY
    ------------              ----------------   -------------  --------------
<S>                           <C>                <C>            <C>
                    
CG Variable Annuity                 -0-              -0-         99.87%*
Separate Account    
</TABLE>                    


AIM V.I. DIVERSIFIED INCOME FUND
<TABLE>
<CAPTION>
 
                               PERCENT OWNED     PERCENT OWNED
        NAME OF                   OF RECORD      BENEFICIALLY   PERCENT OWNED
      RECORD OWNER            AND BENEFICIALLY       ONLY       OF RECORD ONLY
      ------------            -----------------  -------------  --------------
<S>                           <C>                <C>            <C>
 
CG Variable Annuity                 -0-              -0-         96.28%*
Separate Account
</TABLE> 

----------
*  A shareholder who beneficially owns more than 25% of the voting securities
   of a Fund may be presumed to "control" the Fund. The Funds understand that
   insurance company separate accounts owning shares of the Funds will vote
   their shares in accordance with instructions received from Contract owners,
   annuitants and beneficiaries. If an insurance company determines, however,
   that it is permitted to vote any such shares of the Funds in its own right,
   it may elect to do so, subject to the then current interpretation of the
   1940 Act and the rules thereunder.
 
                                       31
<PAGE>
 
AIM V.I. GLOBAL UTILITIES FUND
<TABLE> 
<CAPTION> 
 
                             PERCENT OWNED     PERCENT OWNED
         NAME OF               OF RECORD       BENEFICIALLY   PERCENT OWNED
       RECORD OWNER         AND BENEFICIALLY       ONLY       OF RECORD ONLY
       ------------         ----------------   -------------  --------------
<S>                         <C>                <C>            <C>  
CG Variable Annuity                -0-               -0-           74.63%*
Separate Account
 
Connecticut General Life         12.88%              -0-             -0-
Insurance Company
 
A I M Advisors, Inc.             12.48%              -0-             -0-
 
</TABLE>

AIM V.I. GOVERNMENT SECURITIES FUND
<TABLE>
<CAPTION>
 
                             PERCENT OWNED     PERCENT OWNED
         NAME OF                OF RECORD      BENEFICIALLY   PERCENT OWNED
       RECORD OWNER         AND BENEFICIALLY       ONLY       OF RECORD ONLY
       ------------         -----------------  -------------  --------------
<S>                         <C>                <C>            <C>
 
CG Variable Annuity                -0-               -0-           92.55%*
Separate Account
 
Connecticut General Life          7.45%              -0-             -0-
Insurance Company
</TABLE> 
 
 
AIM V.I. GROWTH FUND
<TABLE> 
<CAPTION> 
 
                             PERCENT OWNED     PERCENT OWNED
         NAME OF               OF RECORD       BENEFICIALLY   PERCENT OWNED
       RECORD OWNER         AND BENEFICIALLY       ONLY       OF RECORD ONLY
       ------------         ----------------   -------------  --------------
<S>                         <C>                <C>            <C>   
CG Variable Annuity                -0-              -0-           100.00%*
Separate Account
</TABLE>

----------
*  A shareholder who beneficially owns more than 25% of the voting securities
   of a Fund may be presumed to "control" the Fund. The Funds understand that
   insurance company separate accounts owning shares of the Funds will vote
   their shares in accordance with instructions received from Contract owners,
   annuitants and beneficiaries. If an insurance company determines, however,
   that it is permitted to vote any such shares of the Funds in its own right,
   it may elect to do so, subject to the then current interpretation of the
   1940 Act and the rules thereunder.

                                       32
<PAGE>
 
AIM V.I. GROWTH AND INCOME FUND
<TABLE>
<CAPTION>
 
                               PERCENT OWNED    PERCENT OWNED
         NAME OF                  OF RECORD     BENEFICIALLY   PERCENT OWNED
       RECORD OWNER           AND BENEFICIALLY      ONLY       OF RECORD ONLY
       ------------           ----------------  -------------  --------------
<S>                           <C>               <C>            <C>
 
CG Variable Annuity                  -0-              -0-           88.92%*
Separate Account
 
Connecticut General Life            5.60%             -0-             -0-
Insurance Company
 
A I M Advisors, Inc.                5.48%             -0-             -0-
 
</TABLE>

AIM V.I. INTERNATIONAL EQUITY FUND
<TABLE>
<CAPTION>
 
                               PERCENT OWNED    PERCENT OWNED
          NAME OF                OF RECORD      BENEFICIALLY   PERCENT OWNED
        RECORD OWNER          AND BENEFICIALLY      ONLY       OF RECORD ONLY
        ------------          ----------------  -------------  --------------
<S>                           <C>               <C>            <C>
 
CG Variable Annuity                  -0-             -0-          100.00%*
Separate Account
</TABLE> 
 
 
AIM V.I. MONEY MARKET FUND
<TABLE> 
<CAPTION> 
 
                               PERCENT OWNED    PERCENT OWNED               
         NAME OF                 OF RECORD      BENEFICIALLY   PERCENT OWNED
      RECORD OWNER            AND BENEFICIALLY      ONLY       OF RECORD ONLY
      ------------            ----------------  -------------  --------------
<S>                           <C>               <C>            <C>
 
CG Variable Annuity                  -0-              -0-          99.83%*
Separate Account
</TABLE> 
 
AIM V.I. VALUE FUND
<TABLE> 
<CAPTION> 
 
                               PERCENT OWNED    PERCENT OWNED
         NAME OF                 OF RECORD      BENEFICIALLY   PERCENT OWNED
      RECORD OWNER            AND BENEFICIALLY      ONLY       OF RECORD ONLY
      ------------            ----------------  -------------  --------------
<S>                           <C>               <C>            <C>
 
CG Variable Annuity                  -0-             -0-          100.00%*
Separate Account
</TABLE>

----------
*  A shareholder who beneficially owns more than 25% of the voting securities of
   a Fund may be presumed to "control" the Fund. The Funds understand that
   insurance company separate accounts owning shares of the Funds will vote
   their shares in accordance with instructions received from Contract owners,
   annuitants and beneficiaries. If an insurance company determines, however,
   that it is permitted to vote any such shares of the Funds in its own right,
   it may elect to do so, subject to the then current interpretation of the 1940
   Act and the rules thereunder.

                                       33
<PAGE>
 
      As of April 3, 1995, the directors and officers of the Company as a group
owned beneficially less than 1% of the outstanding shares of the Company.

OTHER INFORMATION

          The Prospectus and this Statement of Additional Information omit
certain information contained in the Registration Statement which the Funds have
filed with the Securities and Exchange Commission under the Securities Act of
1933 and reference is hereby  made to the Registration Statement for further
information with respect to the Funds and the securities offered hereby.  The
Registration Statement is available for inspection by the public at the
Securities and Exchange Commission in Washington, D.C.

                                       34
<PAGE>
 
                             FINANCIAL STATEMENTS




















                                      FS
<PAGE>
 
 
  REPORT OF            To the Shareholders and Board of Directors
  INDEPENDENT          AIM Variable Insurance Funds, Inc.         
  CERTIFIED PUBLIC 
  ACCOUNTANTS

                       We have audited the accompanying statement of assets and
                       liabilities of AIM V.I. Capital Appreciation Fund, a
                       series of shares of common stock of AIM Variable
                       Insurance Funds, Inc. including the schedule of
                       investments as of January 31, 1995 and the related
                       statement of operations for the year then ended and the
                       statement of changes in net assets and the financial
                       highlights for the year then ended and the period May 5,
                       1993 (commencement of operations) through January 31,
                       1994. These financial statements and financial highlights
                       are the responsibility of the Fund's management. Our
                       responsibility is to express an opinion on these
                       financial statements and financial highlights based on
                       our audits.
 
                       We conducted our audits in accordance with generally
                       accepted auditing standards. Those standards require that
                       we plan and perform the audit to obtain reasonable
                       assurance about whether the financial statements and
                       financial highlights are free of material misstatement.
                       An audit includes examining, on a test basis, evidence
                       supporting the amounts and disclosures in the financial
                       statements. Our procedures included confirmation of
                       securities owned as of January 31, 1995, by
                       correspondence with the custodian and brokers. Where
                       brokers did not reply to our confirmation requests, we
                       carried out other appropriate auditing procedures. An
                       audit also includes assessing the accounting principles
                       used and significant estimates made by management, as
                       well as evaluating the overall financial statement
                       presentation. We believe that our audits provide a
                       reasonable basis for our opinion.
 
                       In our opinion, the financial statements and financial
                       highlights referred to above present fairly, in all
                       material respects, the financial position of AIM V.I.
                       Capital Appreciation Fund, as of January 31, 1995, the
                       results of its operations for the year then ended and the
                       changes in its net assets and the financial highlights
                       for the year then ended and the period May 5, 1993
                       through January 31, 1994, in conformity with generally
                       accepted accounting principles.
 
                                                    TAIT, WELLER & BAKER 
 
                       Philadelphia, Pennsylvania
                       February 24, 1995                    
                                           
                                     FS-1
<PAGE>
 
<TABLE> 
<CAPTION> 
<C>                              <C>     <S>                                                     <C> 
  AIM V.I. CAPITAL                                                                                    MARKET      
  APPRECIATION FUND              SHARES                                                                VALUE      
  SCHEDULE OF                    ------                                                               ------      
  INVESTMENTS                           COMMON STOCKS - 75.14%                                                    
  January 31, 1995              
                                        ADVERTISING/BROADCASTING - 0.41%                                          

                                  2,300 Belo (A.H.) Corporation...............................   $   130,525      
                                  7,200 Infinity Broadcasting Corp.(a)........................       229,500      
                                                                                                 -----------      
                                                                                                     360,025      
                                                                                                 -----------      
                                        AIRLINES - 0.03%                                                          

                                  2,300 SKYWEST Inc...........................................        30,763      
                                                                                                 -----------      
                                        APPLIANCES - 0.16%                                                        

                                  6,000 Sunbeam-Oster Co., Inc................................       140,250      
                                                                                                 -----------      
                                        AUTOMOBILE/TRUCKS PARTS & TIRES - 0.43%                                   

                                  2,500 Automotive Industries Holdings, Inc.(a)...............        44,375      
                                  5,200 Echlin Inc............................................       171,600      
                                  4,000 Mark IV Industries, Inc. .............................        77,000      
                                  3,500 Superior Industries International, Inc................        85,313      
                                                                                                 -----------      
                                                                                                     378,288      
                                                                                                 -----------      
                                        BEVERAGES - 0.64%                                                         

                                 11,300 Canandaigua Wine Co., Inc. - Class A(a)...............       412,450      
                                  7,400 Coca-Cola Enterprises Inc.............................       154,475      
                                                                                                 -----------      
                                                                                                     566,925      
                                                                                                 -----------      
                                        BIOTECHNOLOGY - 0.36%                                                     

                                  5,000 AMGEN Inc.(a).........................................       318,125      
                                                                                                 -----------      
                                        BUILDING MATERIALS - 0.27%                                                

                                  9,800 Black & Decker Corp...................................       235,200      
                                                                                                 -----------      
                                        BUSINESS SERVICES - 1.49%                                                 

                                    700 Diebold, Inc..........................................        24,063      
                                  3,400 Equifax, Inc..........................................        96,475      
                                  7,000 Healthcare Compare Corp.(a)...........................       243,250      
                                  2,000 Interim Services Inc.(a)..............................        46,750      
                                 10,900 Manpower Inc..........................................       277,950      
                                 11,100 Olsten Corp...........................................       367,688      
                                  3,100 Pittston Services Group...............................        83,312      
                                  6,000 Sensormatic Electronics Corp..........................       174,750      
                                                                                                 -----------      
                                                                                                   1,314,238      
                                                                                                 -----------      
                                        CHEMICALS - 0.80%                                                         

                                  6,500 Geon Co...............................................       172,250      
                                  6,150 Hanna (M.A.) Co.......................................       148,368      
                                  4,200 Rohm & Haas Co........................................       227,850      
                                  6,000 Wellman Inc...........................................       157,500      
                                                                                                 -----------      
                                                                                                     705,968      
                                                                                                 -----------      
                                        CHEMICALS (SPECIALTY) - 0.55%                                             

                                 10,000 Airgas Inc.(a)........................................       240,000      
                                  2,500 Albermarle Corp.......................................        32,813      
                                  4,700 IMC Global Inc........................................       214,437      
                                                                                                 -----------      
                                                                                                     487,250      
                                                                                                 -----------      
                                        COMPUTER MAINFRAMES - 0.52%                                               

                                 23,600 Amdahl Corp.(a).......................................       241,900      
                                 13,500 Sequent Computer Systems, Inc.(a).....................       217,688      
                                                                                                 -----------      
                                                                                                     459,588      
                                                                                                 -----------      
</TABLE> 
 
                                     FS-2
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                          MARKET    
                                     SHARES                                                                VALUE    
                                 ----------                                                               ------    
<C>                              <C>        <S>                                                      <C>            
                                            COMPUTER MINI/PC - 1.67%                                                

                                      9,400 Apple Computer, Inc...................................   $   379,525    
                                      7,200 Dell Computer Corp.(a)................................       306,900    
                                      2,200 Stratus Computer, Inc.(a).............................        58,575    
                                     22,100 Sun Microsystems Inc.(a)..............................       723,775    
                                                                                                     -----------    
                                                                                                       1,468,775    
                                                                                                     -----------    
                                            COMPUTER NETWORKING - 3.41%                                             

                                     14,900 Bay Networks, Inc.(a).................................       437,687    
                                     16,000 Cabletron Systems, Inc.(a)............................       604,000    
                                      7,500 Chipcom Corp.(a)......................................       294,375    
                                     16,500 Cisco Systems, Inc.(a)................................       550,688    
                                     11,000 Madge N.V.(a).........................................       144,375    
                                      9,200 Network Equipment Technologies, Inc.(a)...............       224,250    
                                     16,400 3 Com Corp.(a)........................................       751,325    
                                                                                                     -----------    
                                                                                                       3,006,700    
                                                                                                     -----------    
                                            COMPUTER PERIPHERALS - 4.17%                                            

                                     18,300 Adaptec Inc.(a).......................................       500,963    
                                     10,200 Alliance Semiconductor Corp.(a).......................       272,850    
                                     23,800 American Power Conversion Corp.(a)....................       371,875    
                                      5,100 Digi International, Inc.(a)...........................       109,650    
                                     39,900 EMC Corp.(a)..........................................       743,138    
                                      8,500 Exabyte Corp.(a)......................................       145,562    
                                      6,900 Filenet Corporation(a)................................       212,175    
                                     14,900 Komag, Inc.(a)........................................       348,287    
                                     14,000 Microchip Technology, Inc.(a).........................       313,250    
                                     15,000 Read-Rite Corp.(a)....................................       226,875    
                                      9,000 U.S. Robotics, Inc.(a)................................       436,500    
                                                                                                     -----------    
                                                                                                       3,681,125    
                                                                                                     -----------    
                                            COMPUTER SOFTWARE & SERVICES - 8.58%                                    

                                     10,000 Adobe System, Inc.....................................       289,375    
                                      4,450 American Management Systems, Inc.(a)..................        83,716    
                                     10,500 Autodesk Inc..........................................       347,813    
                                      5,500 BMC Software, Inc.(a).................................       316,250    
                                     19,600 Cadence Design System, Inc.(a)........................       428,750    
                                     13,500 Computer Associates International, Inc................       673,313    
                                     12,000 Corel Corp.(a)........................................       132,750    
                                      6,500 Fiserv, Inc.(a).......................................       140,156    
                                     12,700 HBO & Co..............................................       452,437    
                                      6,000 Microsoft Corp.(a)....................................       356,250    
                                      8,200 Network General Corp.(a)..............................       194,750    
                                     19,100 Oracle Systems Corp.(a)...............................       814,137    
                                     17,800 Parametric Technology Corp.(a)........................       654,150    
                                      6,200 Platinum Technology, Inc.(a)..........................       128,650    
                                      5,200 Policy Management Systems Corp.(a)....................       215,800    
                                     14,800 Silicon Graphics Inc.(a)..............................       462,500    
                                     10,000 Sterling Software, Inc.(a)............................       357,500    
                                     16,800 Sybase, Inc.(a).......................................       730,800    
                                     15,000 Symantec Corp.(a).....................................       296,250    
                                     10,900 Synopsys, Inc.(a).....................................       493,225    
                                                                                                     -----------    
                                                                                                       7,568,572    
                                                                                                     -----------    
                                            CONGLOMERATES - 0.21%                                                   

                                      3,884 Tyco Laboratories, Inc................................       187,888    
                                                                                                     -----------    
</TABLE>
 
                                     FS-3
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                          MARKET
                                     SHARES                                                                VALUE
                                 ----------                                                               ------
<C>                              <C>        <S>                                                      <C>         
                                            ELECTRONIC COMPONENTS - 3.00%                                        
 
                                      4,000 Ametek Inc............................................   $    64,500
                                      4,500 Amphenol Corp.(a).....................................       102,375
                                      3,800 Augat Inc.............................................        60,800
                                      8,000 KLA Instruments Corp.(a)..............................       400,000
                                      6,100 Methode Electronics, Inc..............................        89,975
                                      3,125 Molex Inc. Class A....................................        95,312
                                      1,250 Molex Inc.............................................        40,625
                                      2,500 Parker-Hannifin Corp..................................       117,813
                                     16,800 Philips Electronics N.V.-New York Shares-ADR..........       529,200
                                      7,000 Symbol Technologies, Inc.(a)..........................       182,000
                                      8,500 Tektronix Inc.........................................       283,688
                                     21,000 Teradyne Inc.(a)......................................       682,500
                                                                                                     -----------
                                                                                                       2,648,788
                                                                                                     -----------
                                            ELECTRONIC/PC DISTRIBUTORS - 0.86%                                   

                                      8,600 Arrow Electronics, Inc.(a)............................       317,125
                                     12,000 Avnet, Inc............................................       444,000
                                                                                                     -----------
                                                                                                         761,125
                                                                                                     -----------
                                            FINANCE (ASSET MANAGEMENT) - 0.11%                                   

                                      2,000 XTRA Corp.............................................        99,250
                                                                                                     -----------
                                            FINANCE (CONSUMER CREDIT) - 1.27%                                    

                                      2,500 ADVANTA Corp..........................................        77,500
                                     14,000 First USA, Inc........................................       483,000
                                     10,500 Green Tree Acceptance Corp............................       332,062
                                      9,000 MBNA Corp.............................................       229,500
                                                                                                     -----------
                                                                                                       1,122,062
                                                                                                     -----------
                                            GAMING - 0.51%                                                       

                                     10,000 Autotote Corp.-Class C(a).............................        67,500
                                      6,100 MGM Grand, Inc.(a)....................................       159,362
                                     10,000 Mirage Resorts, Inc.(a)...............................       223,750
                                                                                                     -----------
                                                                                                         450,612
                                                                                                     -----------
                                            HOMEBUILDING - 0.06%                                                 

                                      2,400 Oakwood Homes Corp....................................        54,000
                                                                                                     -----------
                                            HOTELS/MOTELS - 0.75%                                                

                                     13,000 Hospitality Franchise Systems, Inc.(a)................       364,000
                                     15,000 La Quinta Motor Inns, Inc.............................       294,375
                                                                                                     -----------
                                                                                                         658,375
                                                                                                     -----------
                                            INSURANCE (LIFE AND HEALTH) - 0.37%                                  

                                      7,000 Bankers Life Holding Corp.............................       144,375
                                      6,000 Equitable of Iowa Companies...........................       177,000
                                                                                                     -----------
                                                                                                         321,375
                                                                                                     -----------
                                            LEISURE & RECREATION - 2.00%                                        

                                      5,800 Avid Technology, Inc.(a)..............................       160,225
                                     15,000 Brunswick Corp........................................       294,375
                                     13,300 Callaway Golf Co......................................       427,263
                                     16,000 Carnival Cruise Lines, Inc.-Class C...................       336,000
                                      7,500 Harley-Davidson, Inc..................................       204,375
                                     10,000 Mattel, Inc...........................................       206,250
                                      5,000 Royal Caribbean Cruises Ltd...........................       137,500
                                                                                                     -----------
                                                                                                       1,765,988
                                                                                                     -----------
                                            MACHINE TOOLS - 0.31%                                                

                                      7,200 Cincinnati Milacron, Inc..............................       165,600
                                      4,100 Kennametal Inc........................................       106,600
                                                                                                     -----------
                                                                                                         272,200
                                                                                                     ----------- 
</TABLE>
 
                                     FS-4
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                          MARKET 
                                     SHARES                                                                VALUE
                                 ----------                                                               ------
<C>                              <C>        <S>                                                      <C>         
                                            MACHINERY - 0.53%                                                    

                                     10,400 Thermo Electron Corp.(a)..............................   $   464,100
                                                                                                     -----------
                                            MACHINERY-HEAVY - 0.55%                                              

                                      5,700 AGCO Corp.............................................       167,438
                                      6,000 Clark Equipment Co.(a)................................       321,750
                                                                                                     -----------
                                                                                                         489,188
                                                                                                     -----------
                                            MEDICAL (DRUGS) - 1.59%                                              

                                      9,555 Bergen Brunswig Corp..................................       218,571
                                      6,250 Cardinal Health, Inc..................................       288,281
                                      6,000 Elan Corp.-PLC-ADR(a).................................       211,500
                                      9,900 Forest Laboratories, Inc.(a)..........................       490,050
                                      7,000 Mylan Laboratories, Inc...............................       196,000
                                                                                                     -----------
                                                                                                       1,404,402
                                                                                                     -----------
                                            MEDICAL INSTRUMENTS/PRODUCTS - 2.00%                                 

                                     15,400 Biomet, Inc. (a)......................................       232,925
                                     10,000 Cordis Corp.(a).......................................       627,500
                                      6,600 Heart Technology Inc.(a)..............................       131,175
                                      3,500 Nellcor Inc.(a).......................................       118,562
                                      6,000 St. Jude Medical, Inc.................................       228,000
                                        900 Sunrise Medical, Inc.(a)..............................        27,732
                                     14,700 Ventritex Inc.(a).....................................       396,900
                                                                                                     -----------
                                                                                                       1,762,794
                                                                                                     -----------
                                            MEDICAL SERVICES - 9.58%                                             

                                      3,600 Charter Medical Corp.(a)..............................        55,800
                                      9,000 Coastal Healthcare Group, Inc.(a).....................       225,000
                                      9,500 Columbia Healthcare Corp..............................       381,187
                                      5,300 Coventry Corp.(a).....................................       137,800
                                      1,900 Foundation Health Corp.(a)............................        56,050
                                      2,600 Genesis Health Ventures, Inc.(a)......................        78,650
                                      7,000 Health Care & Retirement Corp.(a).....................       204,750
                                      7,550 Health Management Associates, Inc.(a).................       207,625
                                      8,300 Healthsource, Inc.(a).................................       354,825
                                     16,500 HealthSouth Rehabilitation Corp.(a)...................       627,000
                                     11,000 HealthTrust Inc.-The Hospital Co.(a)..................       385,000
                                      6,500 Homedco Group, Inc.(a)................................       269,343
                                     13,700 Horizon Healthcare Corp.(a)...........................       363,050
                                     26,000 Humana Inc.(a)........................................       594,750
                                     11,500 Integrated Health Services, Inc.......................       431,250
                                     13,800 Lincare Holdings, Inc.(a).............................       358,800
                                      5,000 Mariner Health Group, Inc.(a).........................        94,375
                                     18,400 Mid-Atlantic Medical Services, Inc.(a)................       437,000
                                     15,000 OrNda HealthCorp(a)...................................       217,500
                                      2,200 Oxford Health Plans, Inc.(a)..........................       186,725
                                      3,000 Pacificare Health Systems, Inc.-Class A(a)............       192,000
                                      3,100 Pacificare Health Systems, Inc.-Class B(a)............       199,950
                                      4,400 Quantum Health Resources, Inc.(a).....................       133,650
                                     13,300 Sun Healthcare Group, Inc.(a).........................       354,113
                                     17,400 U.S. Healthcare, Inc. ................................       796,050
                                     13,300 United Healthcare Corp. ..............................       645,050
                                     15,000 Vencor, Inc.(a).......................................       457,500
                                                                                                     -----------
                                                                                                       8,444,793
                                                                                                     -----------
                                            METALS - 0.17%                                                       

                                      4,600 Timken Co. (The)......................................       150,075
                                                                                                     ----------- 
</TABLE>
 
                                     FS-5
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                          MARKET
                                     SHARES                                                                VALUE
                                 ----------                                                               ------
<C>                              <C>        <S>                                                      <C>         
                                            OFFICE AUTOMATION - 0.17%                                            

                                      6,400 Danka Business Systems PLC-ADR........................   $   151,200
                                                                                                     -----------
                                            OFFICE PRODUCTS - 0.70%                                              

                                      7,000 Avery Dennison Corp. .................................       246,750
                                     15,400 Reynolds & Reynolds Co.-Class A.......................       365,750
                                                                                                     -----------
                                                                                                         612,500
                                                                                                     -----------
                                            OIL EQUIPMENT & SUPPLIES - 0.06%                                     

                                      4,500 Smith International, Inc.(a)..........................        52,313
                                                                                                     -----------
                                            PAPER & FOREST PRODUCTS - 0.22%                                      

                                      5,000 Champion International Corp. .........................       191,250 
                                                                                                     -----------
                                            RESTAURANTS - 0.46%                                                  

                                      3,900 Morrison Restaurants, Inc.............................       101,400 
                                      6,000 Outback Steakhouse, Inc.(a)...........................       159,000
                                      9,000 Wendy's International, Inc. ..........................       145,125
                                                                                                     -----------
                                                                                                         405,525
                                                                                                     -----------
                                            RETAIL-FOOD & DRUG - 2.06%                                           

                                      6,400 Casey's General Stores, Inc. .........................        94,400
                                     13,500 Eckerd Corp.(a).......................................       354,375
                                      8,700 Kroger Co. (The)(a)...................................       205,537
                                      8,800 Revco D.S., Inc.(a)...................................       195,800
                                     17,400 Safeway Inc.(a).......................................       558,975
                                      7,100 Smith's Food & Drug Centers, Inc. ....................       182,825
                                      9,700 Stop & Shop Companies, Inc. (The)(a)..................       225,525
                                                                                                     -----------
                                                                                                       1,817,437
                                                                                                     -----------
                                            RETAIL-STORES - 5.59%                                                

                                      5,000 Ann Taylor Stores Corp.(a)............................       167,500
                                      1,200 Baker (J.), Inc. .....................................        16,650
                                      2,000 Bed Bath & Beyond Inc.(a).............................        53,500
                                     18,500 Circuit City Stores, Inc. ............................       416,250
                                     15,000 Consolidated Stores Corp.(a)..........................       277,500
                                      9,000 Dollar General Corp. .................................       290,250
                                     11,100 Gateway 2000 Inc.(a)..................................       231,712
                                     11,300 General Nutrition(a)..................................       276,850
                                      3,000 Gymboree Corp.(a).....................................        72,000
                                      5,900 Hechinger Co. ........................................        60,475
                                     19,300 Lowe's Companies, Inc. ...............................       709,275
                                      8,500 Mac Frugal's Bargains-Close-outs Inc.(a)..............       139,187
                                     10,400 Michaels Stores, Inc.(a)..............................       343,200
                                      9,000 Office Depot, Inc.(a).................................       234,000
                                      5,500 Pep Boys - Manny, Moe & Jack..........................       179,438
                                     11,000 Pier 1 Imports Inc. ..................................       104,500
                                     19,500 Staples, Inc.(a)......................................       492,375
                                      3,200 Sunglass Hut International(a).........................        74,400
                                      4,000 Talbots, Inc. ........................................       121,500
                                     11,600 Tech Data Corp.(a)....................................       153,700
                                     11,000 Viking Office Products Inc.(a)........................       286,000
                                      4,600 Waban Inc.(a).........................................        79,925
                                      6,075 Williams-Sonoma, Inc.(a)..............................       148,838
                                                                                                     -----------
                                                                                                       4,929,025
                                                                                                     -----------
                                            SCIENTIFIC INSTRUMENTS - 0.36%                                       

                                      8,700 Varian Associates, Inc. ..............................       320,813
                                                                                                     ----------- 
</TABLE>
 
                                     FS-6
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                           MARKET
                                      SHARES                                                                VALUE
                                  ----------                                                               ------
<C>                               <C>        <S>                                                      <C>         
                                             SEMICONDUCTORS - 10.45%                                              

                                      13,500 Altera Corp.(a).......................................   $   600,750
                                      23,250 Analog Devices, Inc.(a)...............................       499,875
                                      20,400 Applied Materials, Inc.(a)............................       785,400
                                      16,800 Atmel Corp.(a)........................................       527,100
                                       8,300 Credence Systems Corp.(a).............................       188,825
                                      14,000 Cypress Semiconductor Corp.(a)........................       329,000
                                       7,000 Electroglas Inc.(a)...................................       200,375
                                       8,500 Integrated Device Technology, Inc.(a).................       255,000
                                       9,200 Intel Corp. ..........................................       638,250
                                      10,700 International Rectifier Corp.(a)......................       251,450
                                      16,000 LAM Research Corp.(a).................................       600,000
                                       7,500 Lattice Semiconductor Corp.(a)........................       162,187
                                       9,300 Linear Technology Corp. ..............................       460,350
                                      18,600 LSI Logic Corp.(a)....................................       790,500
                                      14,400 Micron Technology Inc. ...............................       635,400
                                      12,500 Motorola, Inc. .......................................       739,062
                                       9,500 Novellus Systems, Inc.(a).............................       410,875
                                       6,000 SCI Systems, Inc.(a)..................................       109,500
                                      10,200 Texas Instruments Inc. ...............................       703,800
                                       5,000 Xilinx Inc.(a)........................................       288,750
                                       1,200 Zilog Inc.(a).........................................        34,800
                                                                                                      -----------
                                                                                                        9,211,249
                                                                                                      -----------
                                             SHOES & RELATED APPAREL - 0.38%                                      

                                       6,100 Reebok International, Ltd. ...........................       231,800
                                       4,000 Wolverine World Wide, Inc. ...........................       100,500
                                                                                                      -----------
                                                                                                          332,300
                                                                                                      -----------
                                             STEEL - 0.20%                                                        

                                       4,000 AK Steel Holding Corp(a)..............................       102,000 
                                       5,000 LTV Corp.(a)..........................................        70,000
                                                                                                      -----------
                                                                                                          172,000
                                                                                                      -----------
                                             TELECOMMUNICATIONS - 5.67%                                          

                                       4,900 ADC Telecommunications, Inc.(a).......................       240,100
                                      13,100 ALC Communications Corp.(a)...........................       379,900
                                       8,100 Allen Group Inc.......................................       187,312
                                       4,250 Andrew Corp.(a).......................................       225,250
                                       4,800 Aspect Telecommunications Corp.(a)....................       163,200
                                       2,500 California Microwave, Inc.(a).........................        72,500
                                      21,900 DSC Communications Corp.(a)...........................       703,538
                                      13,300 Ericsson (L.M.) Telephone Co., Inc....................       716,537
                                      12,300 General Instrument Corp.(a)...........................       335,175
                                       7,000 Nokia Corp.-ADR(a)....................................       511,875
                                      10,400 Northern Telecom Ltd..................................       354,900
                                      21,500 Scientific-Atlantic Inc...............................       432,688
                                       4,400 StrataCom, Inc.(a)....................................       157,300
                                      10,400 Tellabs, Inc.(a)......................................       517,400
                                                                                                      -----------
                                                                                                        4,997,675
                                                                                                      -----------
                                             TEXTILES - 0.69%                                                     

                                       5,000 Nautica Enterprises Inc.(a)...........................       141,875
                                       7,600 Tommy Hilfiger Corp.(a)...............................       154,850
                                      11,300 Unifi, Inc............................................       307,925
                                                                                                      -----------
                                                                                                          604,650
                                                                                                      ----------- 
</TABLE> 
 
                                     FS-7
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                    MARKET  
                                     SHARES                                                          VALUE  
                                 ----------                                                         ------  
<C>                              <C>           <S>                                             <C>          
                                               TRUCKING - 0.36%                                             

                                     12,000    TNT Freightways Corp.........................   $   321,000  
                                                                                               -----------  
                                               UTILITIES - 0.41%                                            
                                                                                                            
                                      5,900    Century Telephone  Enterprises, Inc..........       185,850  
                                      4,000    Telephone and Data  Systems, Inc.............       175,000  
                                                                                               -----------  
                                                                                                   360,850  
                                                                                               -----------  
                                               Total Common Stocks..........................    66,258,594  
                                                                                               -----------  
                                <CAPTION>                                                                   
                                 PRINCIPAL                                                                  
                                   AMOUNT                                                                   
                                 ----------                                                                 
<C>                              <C>           <S>                                             <C>          
                                               U.S. TREASURY                                                
                                                SECURITIES - 16.50%                                         
                                               U.S. Treasury Bills(b)                                       
                                 $7,280,000(c) 5.05%, 03/23/95..............................     7,225,109  
                                  7,397,000(c) 5.78%, 04/06/95..............................     7,322,142  
                                                                                               -----------  
                                               Total U.S. Treasury Securities...............    14,547,251  
                                                                                               -----------  
                                               REPURCHASE AGREEMENTS -                                      
                                                 8.93%(d)                                                   
                                    874,339    Goldman, Sachs & Co.                                         
                                                5.80%, 02/01/95(e)..........................       874,339  
                                  7,000,000    Swiss Bank Government Securities, Inc.                       
                                                5.80%, 02/01/95(f)..........................     7,000,000  
                                                                                               -----------  
                                               Total Repurchase Agreements..................     7,874,339  
                                                                                               -----------  
                                               TOTAL INVESTMENT SECURITIES - 100.57%........    88,680,184  
                                               LIABILITIES IN EXCESS OF                                     
                                                OTHER ASSETS - (0.57%)......................      (502,912) 
                                                                                               -----------  
                                               NET ASSETS - 100.00%.........................   $88,177,272  
                                                                                               ===========   

                                 NOTES TO SCHEDULE OF INVESTMENTS:                                                   
                                 (a) Non-income producing security.                                                  
                                 (b) U.S. Treasury Bills are traded on a discount basis. In such cases the           
                                     interest rate shown represents the rate of discount paid or received at the     
                                     time of purchase by the Fund.                                                   
                                 (c) A portion of the principal amount was pledged as collateral for open            
                                     futures contracts at 01/31/95. See Note 6.                                      
                                 (d) Collateral on repurchase agreements, including the Fund's pro-rata interest     
                                     in joint repurchase agreements, is taken into possession by the Fund upon       
                                     entering into the repurchase agreement.The collateral is marked to market       
                                     daily to ensure its market value as being 102% of the sales price of the        
                                     repurchase agreement.                                                           
                                 (e) Joint repurchase agreement entered into 01/31/95 with a maturing value of       
                                     $550,371,439. Collateralized by $546,482,000 U.S. Treasury Obligations,         
                                     4.25% to 10.375% due 02/15/95 to 05/15/21. The aggregate market value of        
                                     the collateral at 01/31/95 was $561,314,868. The Fund's pro-rata interest       
                                     in the collateral at 01/31/95 was $891,867.                                     
                                 (f) Joint repurchase agreement entered into 01/31/95 with a maturing value of       
                                     $160,025,778. Collateralized by $166,659,000 U.S. Treasury Bills, due           
                                     02/16/95 to 01/11/96. The aggregate market value of the collateral at           
                                     01/31/95 was $163,218,410. The Fund's pro-rata interest in the collateral       
                                     at 01/31/95 was $7,140,805.                                                     
                                                                                                                     
                                                                                                                     
                                 See Notes to Financial Statements.                                                   
</TABLE> 

                                     FS-8
<PAGE>

<TABLE> 
<CAPTION> 
 <C>                             <S>                                                                 <C> 
  AIM V.I. CAPITAL               ASSETS:                                                                         
  APPRECIATION FUND              Investments, at value (cost $83,100,845)........................... $88,680,184  
  STATEMENT OF                   Receivables for:                                                                 
  ASSETS AND                       Investments sold.................................................   1,545,282  
  LIABILITIES                      Capital stock sold...............................................      94,079  
  January 31, 1995                 Dividends and interest...........................................      10,732  
                                 Investment for deferred compensation plan..........................       3,551  
                                 Organizational costs, net..........................................       9,400  
                                 Other assets.......................................................      74,506  
                                                                                                     -----------  
                                     Total assets...................................................  90,417,734  
                                                                                                     -----------  
                                 LIABILITIES:                                                                     
                                 Payables for:                                                                    
                                   Investments purchased............................................   2,161,473  
                                   Deferred compensation............................................       3,551  
                                 Accrued advisory fees..............................................      48,069  
                                 Accrued directors' fees............................................       1,296  
                                 Accrued administrative service fees................................       2,183  
                                 Accrued operating expenses.........................................      23,890  
                                                                                                     -----------  
                                     Total liabilities..............................................   2,240,462  
                                                                                                     -----------  
                                 Net assets applicable to shares outstanding........................ $88,177,272  
                                                                                                     ===========  
                                 Capital shares, $.001 par value per share:                                       
                                   Authorized....................................................... 250,000,000  
                                                                                                     ===========  
                                   Outstanding......................................................   7,318,355  
                                                                                                     ===========  
                                 Net asset value, offering and redemption price per share........... $     12.05  
                                                                                                     ===========  
                                                                                                                  
 
                                 See Notes to Financial Statements.
</TABLE> 
 
                                     FS-9
<PAGE>

<TABLE>
<CAPTION> 
 <C>                             <S>                                                               <C>         
  AIM V.I. CAPITAL               INVESTMENT INCOME:                                                            
  APPRECIATION FUND                Interest....................................................... $   610,216 
  STATEMENT OF                     Dividends......................................................     193,993 
  OPERATIONS                                                                                       ----------- 
  For the year ended                Total investment income.......................................     804,209 
  January 31, 1995                                                                                 ----------- 
                                 EXPENSES:                                                                      
                                   Advisory fees..................................................     402,307 
                                   Custodian fees.................................................      40,695 
                                   Administrative service fees....................................      23,992 
                                   Directors' fees and expenses...................................       4,825 
                                   Organizational costs...........................................       2,892 
                                   Other..........................................................      43,604 
                                                                                                   ----------- 
                                    Total expenses................................................     518,315 
                                                                                                   ----------- 
                                 Net investment income............................................     285,894 
                                                                                                   ----------- 
                                 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT SECURITIES AND               
                                  FUTURES CONTRACTS:                                                            
                                 Net realized gain (loss) on:                                                   
                                   Investment securities..........................................  (3,409,542)
                                   Futures contracts..............................................    (424,599)
                                                                                                   ----------- 
                                                                                                    (3,834,141)
                                                                                                   ----------- 
                                 Unrealized appreciation of:                                                   
                                   Investment securities..........................................   1,708,541 
                                   Futures contracts..............................................     434,025 
                                                                                                   ----------- 
                                                                                                     2,142,566 
                                                                                                   ----------- 
                                 Net gain (loss) on investment securities and futures contracts...  (1,691,575) 
                                                                                                   ----------- 
                                 Net increase (decrease) in net assets resulting from operations.. $(1,405,681) 
                                                                                                   ===========  
                                                                               


                                 See Notes to Financial Statements.
</TABLE>
 
                                     FS-10
<PAGE>
 

<TABLE>   
<CAPTION> 
<C>                              <S>                                                   <C>          <C>

  AIM V.I. CAPITAL                                                                        1995         1994         
  APPRECIATION FUND                                                                    -----------  -----------   
  STATEMENT                      OPERATIONS:                                                                      
  OF CHANGES                       Net investment income.............................. $   285,894  $     6,264   
  IN NET ASSETS                    Net realized gain (loss) on sales of investment                                
  For the year ended                securities and futures contracts..................  (3,834,141)    (178,125)  
  January 31, 1995 and the         Unrealized appreciation of investment securities                               
  period May 5, 1993 (date          and futures contracts ............................   2,142,566    3,870,798   
  operations commenced)                                                                -----------  -----------   
  through January 31, 1994          Net increase (decrease) in net assets resulting                               
                                     from operations..................................  (1,405,681)   3,698,937   
                                   Net increase from capital stock transactions.......  54,473,386   31,674,011   
                                   Distributions to shareholders from net investment                               
                                    income............................................    (244,886)     (18,495)  
                                                                                       -----------  -----------   
                                    Net increase in net assets........................  52,822,819   35,354,453   
                                 NET ASSETS:                                                                      
                                   Beginning of period................................  35,354,453           --   
                                                                                       -----------  -----------   
                                   End of period...................................... $88,177,272  $35,354,453   
                                                                                       ===========  ===========   
                                 NET ASSETS CONSIST OF:                                                           
                                   Capital (par value and additional paid-in)......... $86,147,397  $31,674,011   
                                   Undistributed net investment income................      28,777      (12,231)  
                                   Undistributed net realized gain (loss) on sales of                             
                                    investment securities and futures contracts ......  (4,012,266)    (178,125)   
                                   Unrealized appreciation of investment securities                               
                                    and futures contracts ............................   6,013,364    3,870,798   
                                                                                       -----------  -----------   
                                                                                       $88,177,272  $35,354,453   
                                                                                       ===========  ===========    
 
                                 See Notes to Financial Statements.
</TABLE>
 
                                     FS-11
<PAGE>

<TABLE> 
<C>                              <S>  
  AIM V.I. CAPITAL               NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES                                            
  APPRECIATION FUND               AIM Variable Insurance Funds, Inc. (the "Company"), is a Maryland corporation              
  NOTES TO                       organized on January 22, 1993, and is registered under the Investment Company  
  FINANCIAL                      Act of 1940 (the "1940 Act"), as amended, as an open-end, series, management
  STATEMENTS                     investment company consisting of nine portfolios: AIM V.I. Capital Appreciation
  January 31, 1995               Fund (the "Capital Appreciation Fund"), AIM V.I. Diversified Income Fund, AIM
                                 V.I. Government Securities Fund, AIM V.I. Growth Fund, AIM V.I. Growth and
                                 Income Fund, AIM V.I. International Equity Fund, AIM V.I. Money Market Fund,
                                 AIM V.I. Utilities Fund and AIM V.I. Value Fund (each a "Fund" collectively,
                                 the "Funds"). Matters affecting each Fund are voted on exclusively by the
                                 shareholders of such Fund. The assets, liabilities and operations of each Fund
                                 are accounted for separately. Information presented in these financial
                                 statements pertains only to the Capital Appreciation Fund. Shares of the Funds
                                 are sold only to insurance company separate accounts to fund the benefits of
                                 variable annuity contracts.
 
                                 The following is a summary of the significant accounting policies followed by
                                 the Capital Appreciation Fund in the presentation of its financial statements.
                                 A. Security Valuations - A security listed or traded on an exchange is valued      
                                    at its last sales price on the exchange where the security is principally       
                                    traded, or lacking any sales on a particular day, the security is valued at     
                                    the mean between the closing bid and asked prices on that day. Each security    
                                    traded in the over-the-counter market (but not including securities reported    
                                    on the NASDAQ National Market System) is valued at the mean between the last    
                                    bid and asked prices based upon quotes furnished by market makers for such      
                                    securities. Each security reported on the NASDAQ National Market System is      
                                    valued at the last sales price on the valuation date. Securities for which      
                                    market quotations are not readily available are valued at fair value as         
                                    determined in good faith by or under the supervision of the Fund's officers     
                                    in a manner specifically authorized by the Board of Directors. Short-term       
                                    obligations having 60 days or less to maturity are valued at amortized cost     
                                    which approximates market value.                                                
                                 B. Securities Transactions, Investment Income and Distributions - Securities       
                                    transactions are accounted for on a trade date basis. Interest income is        
                                    recorded as earned from settlement date and is recorded on the accrual          
                                    basis. Dividend income and distributions to shareholders are recorded on the    
                                    ex-dividend date. Realized gains or losses from securities transactions are     
                                    recorded on the identified cost basis.                                          
                                 C. Stock Index Futures Contracts - The Capital Appreciation Fund may purchase      
                                    or sell stock index futures contracts as a hedge against changes in market      
                                    conditions. Initial margin deposits required upon entering into futures         
                                    contracts are satisfied by the segregation of specific securities or cash,      
                                    and/or by securing a standby letter of credit from a major commercial bank,     
                                    as collateral, for the account of the broker (the Fund's agent in acquiring     
                                    the futures position). During the period the futures contract is open,          
                                    changes in the value of the contract are recognized as unrealized gains or      
                                    losses by "marking to market" on a daily basis to reflect the market value      
                                    of the contract at the end of each day's trading. Variation margin payments     
                                    are made or received depending upon whether unrealized gains or losses are      
                                    incurred. When the contract is closed, the Fund records a realized gain or      
                                    loss equal to the difference between the proceeds from (or cost of) the         
                                    closing transaction and the Fund's basis in the contract. Risks include the     
                                    possibility of an illiquid market and the change in the value of the            
                                    contract may not correlate with changes in the securities being hedged.         
                                 D. Federal Income Taxes - For federal income tax purposes, each Fund in the        
                                    Company is taxed as a separate entity. It is the Capital Appreciation Fund's    
                                    policy to continue to comply with the requirements of the Internal Revenue      
                                    Code applicable to regulated investment companies and to distribute all of      
                                    its taxable income and capital gains to its shareholders. Therefore, no         
                                    provision for federal income taxes is recorded in the financial statements.     
                                    Capital Appreciation Fund had capital loss carryforwards (which may be          
                                    carried forward to offset future taxable capital gains, if any) of              
                                    $3,293,451, which expires, if not previously utilized, through the year         
                                    2003.                                                                           
                                 E. Expenses - Operating expenses directly attributable to a Fund are charged to    
                                    that Fund's operations. Expenses of the Company which are not directly          
                                    attributable to the operations of any Fund of the Company are allocated to      
                                    the Funds to which the expense relates based upon methods approved by the       
                                    Board of Directors of the Company.                                              
                                 F. Organizational Costs - Organizational costs for the Capital Appreciation        
                                    Fund of $14,461, are being amortized over five years.                           
</TABLE> 
                
                                     FS-12
<PAGE>
 
<TABLE> 
<C>                              <S> 
                                 NOTE 2 - INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES         
                                  The Company has entered into a master investment advisory agreement with A I M  
                                 Advisors, Inc. ("AIM"). Under the terms of the master advisory agreement, the    
                                 Capital Appreciation Fund pays an advisory fee to AIM at an annual rate of       
                                 0.65% of the first $250 million of the Capital Appreciation Fund's average       
                                 daily net assets, plus 0.60% of the Fund's average daily net assets in excess    
                                 of $250 million.                                                                 
                                  Pursuant to a master administrative services agreement between the Company and  
                                 AIM, with respect to the Capital Appreciation Fund, the Company has agreed to    
                                 reimburse certain administrative costs incurred in providing accounting          
                                 services to the Fund. During the year ended January 31, 1995, AIM was            
                                 reimbursed $23,992 for such services.                                            
                                  The Company has entered into a master distribution agreement with A I M         
                                 Distributors, Inc. ("AIM Distributors") to serve as the distributor for the      
                                 Capital Appreciation Fund.                                                       
                                  Certain officers and directors of the Company are officers of AIM and AIM       
                                 Distributors.                                                                    
                                  The Capital Appreciation Fund incurred legal fees of $3,375 for services        
                                 rendered by Reid & Priest as counsel to the Company's directors. In September    
                                 1994, the firm of Kramer, Levin, Naftalis, Nessen, Kamin & Frankel was           
                                 appointed counsel to the Directors. A member of that firm is a director of the   
                                 Company and, prior to September 1994, was a member of Reid & Priest.             
                                                                                                                  
                                 NOTE 3 - DIRECTORS' FEES                                                         
                                  Directors' fees represent remuneration paid or accrued to each director who is  
                                 not an "interested person" of the Company. The Company may invest a directors    
                                 fees, if so elected by such director, in mutual fund shares in accordance with   
                                 a deferred compensation plan.                                                    
                                                                                                                  
                                 NOTE 4 - INVESTMENT SECURITIES                                                   
                                  The aggregate amount of investment securities (other than short-term            
                                 securities) purchased and sold by the Capital Appreciation Fund during the year  
                                 ended January 31, 1995 was $77,433,515 and $40,249,880, respectively.            
                                  The amount of unrealized appreciation (depreciation) of investment securities   
                                 on a tax basis as of January 31, 1995 is as follows:                             
</TABLE> 
<TABLE>
<C>                              <S>                                                                <C>           

                                 Aggregate unrealized appreciation of investment securities........ $ 7,338,866   
                                 Aggregate unrealized (depreciation) of investment securities......  (1,784,489)  
                                                                                                    -----------   
                                 Net unrealized appreciation (depreciation) of investment                         
                                  securities....................................................... $ 5,554,377   
                                                                                                    ===========   
                                  Cost of investments for tax purposes is $83,125,807.                            
</TABLE>
<TABLE> 
<C>                              <S>                                                                              
                                 NOTE 5 - CAPITAL STOCK                                                           
                                  Changes in capital stock outstanding during the years ended January 31, 1995    
                                 and the period May 5, 1993 (date operations commenced) through January 31, 1994  
                                 were as follows:                                                                 
</TABLE> 
<TABLE> 
<CAPTION>                                                                                 
                                                                         1995                    1994             
                                                                 ----------------------  ----------------------   
                                                                  Shares      Amount      Shares      Amount      
                                                                 ---------  -----------  ---------  -----------   
<C>                              <S>                             <C>        <C>          <C>        <C>           
                                 Sold........................... 4,817,657  $58,178,417  2,818,768  $31,776,855   
                                 Issued as reinvestment of                                                        
                                  distributions.................    20,683      244,886      1,637       18,495   
                                 Reacquired.....................  (330,372)  (3,949,917)   (10,018)    (121,339)  
                                                                 ---------  -----------  ---------  -----------   
                                                                 4,507,968  $54,473,386  2,810,387  $31,674,011   
                                                                 =========  ===========  =========  ===========   
</TABLE>
<TABLE> 
<C>                              <S>                                                                              
                                 NOTE 6 - OPEN FUTURES CONTRACTS                                                  
                                  On January 31, 1995, $712,000 principal amount of U.S. Treasury Bills were      
                                 pledged as collateral to cover margin requirements for open futures contracts:   
                                  Open futures contracts at January 31, 1995 were as follows:                     
</TABLE> 
<TABLE> 
<CAPTION>                                                                                  
                                                                                   UNREALIZED                     
                                 CONTRACT       NO. OF CONTRACTS/MONTH/COMMITMENT APPRECIATION                    
<C>                              <S>            <C>                               <C>                             
                                 S&P 500 Index       64 contracts/March/Buy         $434,025                      
</TABLE>

                                     FS-13
<PAGE>


                                 
<TABLE> 
<C>                              <S>
                                 NOTE 7 - FINANCIAL HIGHLIGHTS
                                  Shown below are the condensed financial highlights for a share outstanding of
                                 the Capital Appreciation Fund during the year ended January 31, 1995, and the
                                 period May 5, 1993 (date operations commenced) through January 31, 1994.
                                 </TABLE>
                                 <TABLE> 
                                 <CAPTION>
                                                                                            1995        1994
                                                                                          -------     -------
                                 <S>                                                      <C>         <C>
                                 Net asset value, beginning of period...................  $ 12.58     $ 10.00
                                                                                          -------     -------
                                 Income from investment operations:
                                   Net investment income................................     0.05          --
                                   Net gains (losses) on securities (both realized and
                                    unrealized).........................................    (0.54)       2.59
                                                                                          -------     -------
                                    Total from investment operations....................    (0.49)       2.59
                                                                                          -------     -------
                                 Less distributions:
                                   Dividends from net investment income.................    (0.04)      (0.01)
                                                                                          -------     -------
                                 Net asset value, end of period.........................  $ 12.05     $ 12.58
                                                                                          =======     =======
                                 Total return(a)........................................    (3.91)%     25.90%
                                                                                          =======     =======
                                 Ratios/supplemental data:
                                 Net assets, end of period (000s omitted)...............  $88,177     $35,354
                                                                                          =======     =======
                                 Ratio of expenses to average net assets................     0.84%(b)    1.06%(c)
                                                                                          =======     =======
                                 Ratio of net investment income to average net assets...     0.46%(b)    0.07%(c)
                                                                                          =======     =======
                                 Portfolio turnover rate................................       81%         34%
                                                                                          =======     =======
                                 
                                 ------
                                 (a) Total returns are not annualized for periods less than one year.
                                 (b) Ratios are based on average net assets of $61,893,337.
                                 (c) Annualized ratios of expenses and net investment income (loss) to average
                                     net assets prior to waiver of advisory fees are 1.45% and (0.32)%,
                                     respectively. Ratios are based on average net assets of $12,095,128.
                                 </TABLE> 
 
                                     FS-14
<PAGE>

 
  REPORT OF                      To the Shareholders and Board of Directors 
  INDEPENDENT                    AIM Variable Insurance Funds, Inc.          
  CERTIFIED PUBLIC            
  ACCOUNTANTS                    We have audited the accompanying statement of
                                 assets and liabilities of AIM V.I. Diversified
                                 Income Fund, a series of shares of common stock
                                 of AIM Variable Insurance Funds, Inc. including
                                 the schedule of investments as of January 31,
                                 1995, the related statement of operations for
                                 the year then ended and the statement of
                                 changes in net assets and the financial
                                 highlights for the year then ended and the
                                 period May 5, 1993 (commencement of operations)
                                 through January 31, 1994. These financial
                                 statements and financial highlights are the
                                 responsibility of the Fund's management. Our
                                 responsibility is to express an opinion on
                                 these financial statements and financial
                                 highlights based on our audits.
          
                                 We conducted our audits in accordance with
                                 generally accepted auditing standards. Those
                                 standards require that we plan and perform the
                                 audit to obtain reasonable assurance about
                                 whether the financial statements and financial
                                 highlights are free of material misstatement.
                                 An audit includes examining, on a test basis,
                                 evidence supporting the amounts and disclosures
                                 in the financial statements. Our procedures
                                 included confirmation of securities owned as of
                                 January 31, 1995, by correspondence with the
                                 custodian and brokers. Where brokers did not
                                 reply to our confirmation requests, we carried
                                 out other appropriate auditing procedures. An
                                 audit also includes assessing the accounting
                                 principles used and significant estimates made
                                 by management, as well as evaluating the
                                 overall financial statement presentation. We
                                 believe that our audits provide a reasonable
                                 basis for our opinion.
 
                                 In our opinion, the financial statements and
                                 financial highlights referred to above present
                                 fairly, in all material respects, the financial
                                 position of AIM V.I. Diversified Income Fund,
                                 as of January 31, 1995, the results of its
                                 operations for the year then ended, and the
                                 changes in its net assets and the financial
                                 highlights for the year then ended and the
                                 period May 5, 1993 through January 31, 1994, in
                                 conformity with generally accepted accounting
                                 principles.
          
                                                  TAIT, WELLER & BAKER
 
                                 Philadelphia, Pennsylvania
                                 February 24, 1995 
 
                                     FS-15
<PAGE>

<TABLE> 
<CAPTION> 
<C>                               <C>            <S>                                                 <C>
  AIM V.I. DIVERSIFIED                 PRINCIPAL                                                          MARKET 
  INCOME FUND                          AMOUNT(a)                                                           VALUE
  SCHEDULE OF                     --------------                                                          ------
  INVESTMENTS                                    NON-CONVERTIBLE BONDS AND NOTES - 79.36%
  January 31, 1995                      
                                                 AUTOMOBILE MANUFACTURERS - 1.65%                                

                                      $  400,000 General Motors Corp., Deb., 8.80%, 03/01/21......   $   417,160
                                                                                                     -----------
                                                 BANKING - 1.04%                                                 

                                         300,000 Mercantile Bank, Sub. Notes, 6.375%, 01/15/04....       263,025
                                                                                                     -----------
                                                 BEVERAGES - 1.23%                                               

                                                 Lion Nathan Ltd. (Australia), Sub. Deb., 12.00%,                
                                         450,000  09/30/00(b).....................................       311,903 
                                                                                                     -----------
                                                 BUILDING MATERIALS - 1.11%                                     
 
                                         200,000 Congoleum Corp., Sr. Notes, 9.00%, 02/01/01......       183,750
                                         100,000 Triangle Pacific, Sr. Notes, 10.50%, 08/01/03....        96,000
                                                                                                     -----------
                                                                                                         279,750
                                                                                                     -----------
                                                 CABLE TV - 3.22%                                                

                                                 Marcus Cable Operating Co., Sr. Disc. Notes,                    
                                         750,000  13.50%, 08/01/04(c).............................       393,750
                                         250,000 Rogers Cablesystem Inc. (Canada), Sr. Secured 2nd               
                                                  Priority Deb., 9.65%, 01/15/14(b)...............       145,019
                                                 Videotron Ltd., Sr. Sub. Notes, 11.125%,                        
                                         490,000  07/01/04(c).....................................       274,400
                                                                                                     -----------
                                                                                                         813,169
                                                                                                     -----------
                                                 CONGLOMERATES - 3.39%                                           

                                                 Freeport-McMoRan, Sr. Sub. Notes, 8.75%,                        
                                         500,000  02/15/04........................................       448,125 
                                         400,000 ITT Corp., Deb., 9.50%, 04/15/21.................       410,048
                                                                                                     -----------
                                                                                                         858,173
                                                                                                     -----------
                                                 CONSUMER ELECTRONICS - 1.26%                                    

                                                 Harman International, Sr. Sub. Notes, 12.00%,                   
                                         300,000  08/01/02........................................       318,000
                                                                                                     -----------
                                                 CONTAINERS - 2.96%                                              

                                                 Anchor Glass Container, Sr. Sub Deb., 9.875%,                   
                                         300,000  12/15/08........................................       258,000
                                                 Ivex Packaging Inc., Sr. Sub. Notes, 12.50%,                    
                                         390,000  12/15/02........................................       390,000
                                                 Owens-Illinois Inc., Sr. Sub. Notes, 10.50%,                    
                                         100,000  06/15/02........................................        99,250
                                                                                                     -----------
                                                                                                         747,250
                                                                                                     -----------
                                                 ELECTRIC POWER - 1.58%                                          

                                                 Commonwealth Edison, First Mortgage Notes, 9.75%,              
                                         400,000  02/15/20........................................       399,952 
                                                                                                     -----------
                                                 FINANCE - CONSUMER CREDIT - 6.11%                               

                                                 Ash Capital Finance (United Kingdom), Gtd. Bonds,               
                                          50,000  9.50%, 07/15/06(b)..............................        48,237
                                         500,000 GMAC, Notes, 5.50%, 10/15/02(d)..................       500,705
                                         500,000 GPA Delaware Inc., Deb., 8.75%, 12/15/98.........       367,500
                                                 KFW International Finance (Italy), Gtd. Notes,                  
                                   1,000,000,000  11.625%, 11/27/98(b)............................       626,847 
                                                                                                     -----------
                                                                                                       1,543,289
                                                                                                     -----------
                                                 FOOD/PROCESSING - 1.19%                                         

                                                 Curtice-Burns Foods Inc., Sr. Sub. Notes, 12.25%,               
                                         120,000  02/01/05........................................       122,100 
                                                 Fleming Companies Inc., Sr. Notes, 10.625%,                     
                                         175,000  12/15/01........................................       177,187
                                                                                                     -----------
                                                                                                         299,287
                                                                                                     -----------
                                                 HOMEBUILDING - 2.88%                                            

                                                 Continental Homes Holdings, Sr. Notes, 12.00%,                  
                                         500,000  08/01/99........................................       490,000
                                         270,000 Ryland Group, Sr. Sub. Notes, 10.50%, 07/15/02...       238,950
                                                                                                     -----------
                                                                                                         728,950
                                                                                                     -----------
                                                 HOTELS/MOTELS - 1.22%                                           

                                                 Four Seasons Hotel (Canada), Deb., 11.05%,                      
                                         250,000  03/25/96(b).....................................       176,896
                                                 John Q. Hammons Hotels, Gtd. First Mortgage                     
                                         150,000  Notes, 8.875%, 02/15/04.........................       132,750
                                                                                                     -----------
                                                                                                         309,646
                                                                                                     ----------- 
</TABLE>
 
                                     FS-16
<PAGE>
 
<TABLE>
<CAPTION>
<C>                              <C>            <S>                                                 <C>
                                      PRINCIPAL                                                          MARKET
                                      AMOUNT(a)                                                           VALUE
                                 --------------                                                          ------
                                                INSURANCE - LIFE & HEALTH - 1.03%                               

                                                American Life Holding, Sr. Sub. Notes, 11.25%,                  
                                     $  200,000  09/15/04........................................   $   198,000 
                                                Americo Life Inc., Sr. Sub. Notes, 9.25%,                       
                                         75,000  06/01/05........................................        63,375
                                                                                                    -----------
                                                                                                        261,375
                                                                                                    -----------
                                                LEISURE & RECREATION - 4.10%                                    

                                        380,000 Aztar Corp., Sr. Sub. Notes, 13.75%, 10/01/04....       393,300
                                                Boomtown Inc., Unit Mortgage Notes, 11.50%,                     
                                         75,000  11/01/03(e).....................................        73,500
                                                (acquired 11/03/93; cost $75,000)                               
                                                Harrah's Jazz Co., First Mortgage Notes, 14.25%,                
                                        100,000  11/15/01........................................       106,750
                                                Icon Health & Fitness, Sr. Sub. Notes, 13.00%,                  
                                        200,000  07/15/02(e).....................................       202,000
                                                (acquired 11/04/94-12/07/94; cost $196,929)                     
                                        260,000 Showboat, Inc., Sr. Sub. Notes, 13.00%, 08/01/09.       260,000
                                                                                                    -----------
                                                                                                      1,035,550
                                                                                                    -----------
                                                MEDICAL SERVICES - 2.05%                                        

                                                OrNda Healthcorp, Sr. Sub. Notes, 11.375%,                      
                                        500,000  08/15/04........................................       517,500
                                                                                                    -----------
                                                METALS - 0.41%                                                  

                                                Carbide Graphite Group, Sr. Notes, 11.50%,                      
                                        100,000  09/01/03........................................       102,500
                                                                                                    -----------
                                                NATURAL GAS - 1.57%                                             

                                        450,000 Enron Corp., Sr. Sub. Deb., 6.75%, 07/01/05......       396,041
                                                                                                    -----------
                                                OIL AND GAS - 1.45%                                             

                                                Canadian Oil Debco Inc. (Canada), Deb., 11.00%,                 
                                        500,000  10/31/00(b).....................................       365,784
                                                                                                    -----------
                                                PAPER & FOREST PRODUCTS - 0.33%                                 

                                         90,000 Pacific Lumber, Sr. Notes, 10.50%, 03/01/03......        83,588
                                                                                                    -----------
                                                RESTAURANTS - 2.46%                                             

                                        250,000 Carrols Corp., Sr. Notes, 11.50%, 08/15/03.......       230,000
                                        425,000 Flagstar Corp., Sr. Notes, 10.875%, 12/01/02.....       391,000
                                                                                                    -----------
                                                                                                        621,000
                                                                                                    -----------
                                                RETAIL - FOOD & DRUG - 2.99%                                    

                                                Food 4 Less Supermarkets, Sr. Notes, 10.45%,                    
                                        380,000  04/15/00........................................       370,500 
                                        390,000 Penn Traffic Co., Sr. Notes, 10.65%, 11/01/04....       386,100
                                                                                                    -----------
                                                                                                        756,600
                                                                                                    -----------
                                                RETAIL - STORES - 3.83%                                         

                                                Apparel Retailer Inc., Sr. Disc. Deb., 12.75%,                  
                                        400,000  8/15/05(c)......................................       224,000 
                                                County Seat Stores, Sr. Sub. Notes, 12.00%,                     
                                        200,000  10/01/01........................................       199,000 
                                        150,000 Pamida Inc., Sr. Sub. Notes, 11.75%, 03/15/03....       135,000
                                        270,000 Southland Corp., Sr. Sub. Deb., 4.50%, 06/15/04..       167,400
                                                Specialty Retail, Sr. Sub. Notes, 11.00%,                       
                                        275,000  08/15/03........................................       242,000
                                                                                                    -----------
                                                                                                        967,400
                                                                                                    -----------
                                                STEEL - 0.73%                                                   

                                                GS Technologies Inc., Sr. Notes, 12.00%,                        
                                        185,000  09/01/04........................................       184,075
                                                                                                    -----------
                                                SUPRANATIONAL ORGANIZATION - 4.14%       
                       
                                                International Bank for Reconstruction &                         
                                                 Development (Germany)                                          
                                        700,000 Unsub. Global Bonds, 7.25%, 10/13/99(b)..........       461,793
                                      1,000,000 Unsub. Global Bonds, 5.875%, 11/10/03(b).........       585,550
                                                                                                    -----------
                                                                                                      1,047,343
                                                                                                    ----------- 
</TABLE>
 
                                     FS-17
<PAGE>
 
<TABLE>
<CAPTION>
<C>                              <C>            <S>                                                 <C>
                                      PRINCIPAL                                                          MARKET
                                      AMOUNT(a)                                                           VALUE
                                 --------------                                                          ------
                                                TELECOMMUNICATIONS - 3.19%                                      

                                     $  735,000 Bell Canada (Canada), Deb., 13.875%, 05/01/00(b).   $   553,349
                                                Cellular Inc., Sr. Sub. Notes, 11.75%,                          
                                        250,000  09/01/03(c).....................................       166,250
                                        100,000 Northern Telecom, Notes, 6.00%, 09/01/03.........        85,696
                                                                                                    -----------
                                                                                                        805,295
                                                                                                    -----------
                                                TEXTILES - 2.37%                                                

                                                Consoltex Group, Sr. Sub. Notes, 11.00%,                        
                                        300,000  10/01/03........................................       268,500
                                                Fieldcrest Cannon Inc., Sr. Sub. Deb., 11.25%,                  
                                        330,000  06/15/04........................................       331,650
                                                                                                    -----------
                                                                                                        600,150
                                                                                                    -----------
                                                TRANSPORTATION - 2.81%                                          

                                                Sea-Containers Ltd., Sr. Sub. Deb., 12.50%,                     
                                        400,000  12/01/04........................................       406,000
                                                Trans Ocean Container, Sr. Sub. Notes, 12.25%,                  
                                        320,000  07/01/04........................................       304,000
                                                                                                    -----------
                                                                                                        710,000
                                                                                                    -----------
                                                FOREIGN GOVERNMENTS - 17.06%                                    

                                      1,250,000 Australian Government (Australia), Foreign                      
                                                 Government Guarantee, 7.50%, 07/15/05(b)........       774,428
                                                Bundesschatzanweisungen (Germany), Notes, 6.375%,               
                                      2,500,000  08/14/98(b).....................................     1,612,151
                                                New Brunswick (Province of) (Canada), Deb.,                     
                                        850,000  8.94%, 01/15/05(b)..............................       590,470
                                                Ontario Province (United Kingdom), Sr. Unsub.                   
                                        465,000  Notes 6.875%, 09/15/00(b).......................       660,325
                                                Quebec (Province of) (Canada), Sr. Deb., 9.375%,                
                                        100,000  01/16/23(b).....................................        65,139
                                                Queensland Treasury Corp. (Australia), Gtd.                     
                                        820,000  Notes, 8.875%, 11/08/96(b)......................       609,024
                                                                                                    -----------
                                                                                                      4,311,537
                                                                                                    -----------
                                                Total Non-Convertible Bonds and Notes............    20,055,292
                                                                                                    -----------
                                                CONVERTIBLE BONDS AND NOTES - 6.96%                             

                                                BANKING - 1.06%                                                 

                                                Societe Generale (France), Deb., 3.50%,                         
                                      1,419,000  01/01/00(b).....................................       268,496 
                                                                                                    -----------
                                                FINANCE - CONSUMER CREDIT - 3.10%                               

                                        320,000 ELF Enterprise Finance PLC (United Kingdom),                    
                                                 Gtd. Conv. Bonds, 8.75%, 06/27/06(b)............       497,232 
                                        300,000 Henderson Capital, Conv. Bonds, 4.00%, 10/27/96..       286,500
                                                                                                    -----------
                                                                                                        783,732
                                                                                                    -----------
                                                OIL EQUIPMENT & SUPPLIES - 1.59%                                

                                                Lasmo PLC (United Kingdom), Conv. Deb., 7.75%,                  
                                        300,000  10/04/05(b).....................................       402,104
                                                                                                    -----------
                                                PAPER & FOREST PRODUCTS - 1.21%                                 

                                                Repap Enterprise (Canada), Conv. Deb., 9.00%,                   
                                        500,000  06/30/98(b).....................................       305,116
                                                                                                    -----------
                                                Total Convertible Bonds and Notes................     1,759,448
                                                                                                    -----------
                                 <CAPTION>                                                                       
                                         SHARES                                                                 
                                         ------                                                                 
                                 <C>            <S>                                                 <C>         
                                                COMMON STOCKS & WARRANTS - 0.02%                                

                                                LEISURE & RECREATION - 0.00%                                    

                                            150 Boomtown Inc., Wt., expiring 11/01/98(f).........           900 
                                                                                                    -----------
                                                RETAIL - STORES - 0.02%                                         

                                            200 County Seat, Inc., Wt., expiring 10/01/01(f).....         4,500
                                                                                                    -----------
                                                Total Common Stocks & Warrants...................         5,400
                                                                                                    ----------- 
</TABLE>
 
                                     FS-18
<PAGE>
 
<TABLE>
<CAPTION>
<C>                              <C>            <S>                                                  <C>
                                    PRINCIPAL                                                           MARKET
                                    AMOUNT(a)                                                            VALUE
                                 ------------                                                           ------
                                              U.S. TREASURY SECURITIES - 6.46%                                 

                                 $  1,340,000 U.S. Treasury Notes, 7.50%, 12/31/96..............   $ 1,346,700
                                      150,000 U.S. Treasury Notes, 5.75%, 08/15/03..............       132,692
                                      120,000 U.S. Treasury Notes, 11.625%, 11/15/04............       152,324
                                                                                                   -----------
                                              Total U.S. Treasury Securities....................     1,631,716
                                                                                                   -----------
                                              REPURCHASE AGREEMENT - 3.87%(g)                                  

                                      977,641 Goldman Sachs & Co., 5.80%, 02/01/95(h)...........       977,641
                                                                                                   -----------
                                              Total Repurchase Agreement........................       977,641
                                                                                                   -----------
                                              TOTAL INVESTMENTS - 96.67%........................    24,429,497
                                              OTHER ASSETS LESS LIABILITIES - 3.33%.............       841,688
                                                                                                   -----------
                                              NET ASSETS - 100.00%..............................   $25,271,185
                                                                                                   =========== 
 
                                 NOTES TO SCHEDULE OF INVESTMENTS:                                                    
                                 (a) Principal amount are in U.S. Dollars, except as indicated by note (b).           
                                 (b) Foreign denominated security. Par value is denominated in currency of            
                                     country indicated.                                                               
                                 (c) Discounted bond at purchase. Interest rate represents coupon rate at which       
                                     the bond will accrue at a specified future date.                                 
                                 (d) Coupon resets to 9.00% effective 10/15/95.                                       
                                 (e) Restricted securities. May be resold to qualified institutional buyers in        
                                     accordance with the provisions of Rule 144A under the Securities Act of          
                                     1933, as amended. The valuation of these securities has been determined in        
                                     accordance with procedures established by the Board of Directors. The            
                                     aggregate market value of these securities at January 31, 1995 was $275,500       
                                     which represented 1.09% of the Fund's net assets.                                
                                 (f) Non-income producing security acquired as part of a unit with or in               
                                     exchange for other securities.                                                    
                                 (g) Collateral on repurchase agreements, including the Fund's pro-rata interest       
                                     in joint repurchase agreements, is taken into possession by the Fund upon        
                                     entering into the repurchase agreement. The collateral is marked to market        
                                     daily to ensure its market value as being 102% of the sales price of the          
                                     repurchase agreement.                                                            
                                 (h) Joint repurchase agreement entered into 01/31/95 with a maturing value of         
                                     $550,371,439. Collateralized by $546,482,000 U.S. Treasury obligations,          
                                     4.25% to 10.375% due 02/15/95 to 05/15/21. The aggregate market value of          
                                     the collateral at 01/31/95 was $561,314,868. The Fund's pro-rata interest         
                                     in the collateral at 01/31/95 was $997,241.                                       
                                                                                    
                                 Abbreviations:          
                                  Conv.-Convertible      
                                  Deb.-Debentures        
                                  Disc.-Discounted       
                                  Gtd.-Guaranteed        
                                  Sr.-Senior             
                                  Sub.-Subordinated     
                                  Unsub.-Unsubordinated  
 
 
                                 See Notes to Financial Statements.
</TABLE> 

                                     FS-19
<PAGE>

<TABLE> 
<CAPTION> 
<C>                              <S>                                                                 <C>
  AIM V.I. DIVERSIFIED           ASSETS:                                                                          
  INCOME FUND                    Investments, at value (cost $25,424,817)........................... $ 24,429,497
  STATEMENT OF                   Foreign currencies, at value (cost $260,454).......................      267,723
  ASSETS AND                     Receivables for:                                                                 
  LIABILITIES                      Forward currency contracts closed................................        7,498
  January 31, 1995                 Forward currency contracts open, at cost.........................    2,070,129
                                   Investments sold.................................................      121,029
                                   Capital stock sold...............................................        8,778
                                   Interest.........................................................      572,484
                                 Investment for deferred compensation...............................        3,458
                                 Organizational costs, net..........................................        9,400
                                 Other assets.......................................................          102
                                                                                                     ------------
                                     Total assets...................................................   27,490,098
                                                                                                     ------------
                                 LIABILITIES:                                                                     
                                 Payables for:                                                                    
                                   Forward currency contracts open, at value (cost $2,070,129)......    2,089,364
                                   Investments purchased............................................       97,450
                                   Deferred compensation............................................        3,458
                                 Accrued advisory fees..............................................       12,599
                                 Accrued directors' fees............................................        1,491
                                 Accrued administrative service fees................................        5,224
                                 Accrued operating expenses.........................................        9,327
                                                                                                     ------------
                                     Total liabilities..............................................    2,218,913
                                                                                                     ------------
                                 Net assets applicable to shares outstanding........................ $ 25,271,185
                                                                                                     ============
                                 Capital shares, $.001 par value per share:                                       
                                   Authorized.......................................................  250,000,000
                                                                                                     ============
                                   Outstanding......................................................    2,770,435
                                                                                                     ============
                                 Net asset value, offering and redemption price per share........... $       9.12
                                                                                                     ============ 
 
                                 See Notes to Financial Statements.
</TABLE> 
                                     FS-20
<PAGE>
 
<TABLE> 
<CAPTION> 
<C>                              <S>                                                               <C>
  AIM V.I. DIVERSIFIED           INVESTMENT INCOME:                                                             
  INCOME FUND                      Interest....................................................... $ 1,840,928  
  STATEMENT OF                                                                                     -----------  
  OPERATIONS                     EXPENSES:                                                                      
  For the year ended               Advisory fees..................................................     123,090  
  January 31, 1995                 Custodian fees.................................................      14,894  
                                   Administrative service fees....................................      35,441  
                                   Directors' fees and expenses...................................       4,843  
                                   Organizational costs...........................................       2,892  
                                   Other..........................................................      29,673  
                                                                                                   -----------  
                                    Total expenses................................................     210,833  
                                 Less expenses assumed by advisor.................................     (25,046) 
                                                                                                   -----------  
                                    Net expenses..................................................     185,787  
                                                                                                   -----------  
                                 Net investment income............................................   1,655,141  
                                                                                                   -----------  
                                 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT SECURITIES,                  
                                  FOREIGN CURRENCIES AND FORWARD CONTRACTS:                                     
                                 Net realized gain (loss) on:                                                   
                                   Investment securities..........................................  (1,447,337) 
                                   Foreign currency transactions..................................      (2,101) 
                                   Forward contracts..............................................     (92,646) 
                                                                                                   -----------  
                                                                                                    (1,542,084) 
                                                                                                   -----------  
                                 Unrealized appreciation (depreciation) of:                                     
                                   Investment securities..........................................  (1,150,860) 
                                   Foreign currencies.............................................       7,163  
                                   Forward contracts..............................................     (12,397) 
                                                                                                   -----------  
                                                                                                    (1,156,094) 
                                                                                                   -----------  
                                 Net gain (loss) on investment securities, foreign currencies and                
                                  forward contracts...............................................  (2,698,178) 
                                                                                                   -----------  
                                 Net increase (decrease) in net assets resulting from operations.. $(1,043,037) 
                                                                                                   ===========   
 
                                 See Notes to Financial Statements.
</TABLE>
                                     FS-21
<PAGE>
 
<TABLE>
<CAPTION>
<C>                              <S>                                                   <C>          <C>
  AIM V.I. DIVERSIFIED                                                                    1995         1994     
  INCOME FUND                                                                          -----------  ----------- 
  STATEMENT                      OPERATIONS:                                                                     
  OF CHANGES                       Net investment income.............................. $ 1,655,141  $   317,196 
  IN NET ASSETS                    Net realized gain (loss) on sales of investment                              
  For the year ended                securities, foreign currency transactions and                               
  January 31, 1995                  forward contracts.................................  (1,542,084)      13,828 
  and the period                   Unrealized appreciation (depreciation) of                                    
  May 5, 1993 (data operations      investment securities, foreign currencies and                                
  commenced) through                forward contracts.................................  (1,156,094)     148,918 
  January 31, 1994                                                                     -----------  ----------- 
                                    Net increase (decrease) in net assets resulting                              
                                     from operations..................................  (1,043,037)     479,942 
                                   Net equalization credits...........................     286,609      204,734 
                                   Net increase from capital stock transactions.......  12,953,629   14,119,253 
                                   Distributions to shareholders from net investment                             
                                    income............................................  (1,455,969)    (254,943)
                                   Distributions to shareholders from net realized                               
                                    gains.............................................          --      (19,033)
                                                                                       -----------  -----------  
                                    Net increase in net assets........................  10,741,232   14,529,953  
                                 NET ASSETS:                                                                    
                                   Beginning of period................................  14,529,953           -- 
                                                                                       -----------  ----------- 
                                   End of period...................................... $25,271,185  $14,529,953 
                                                                                       ===========  =========== 
                                 NET ASSETS CONSIST OF:                                                          
                                   Capital (par value and additional paid-in)......... $27,072,882  $14,119,253 
                                   Undistributed net investment income................     752,768      266,987 
                                   Undistributed net realized gain (loss) on sales of                           
                                    investment securities, foreign currencies and                                
                                    forward contracts ................................  (1,547,289)      (5,205)
                                   Unrealized appreciation (depreciation) of                                     
                                    investment securities, foreign currencies and                               
                                    forward contracts.................................  (1,007,176)     148,918 
                                                                                       -----------  ----------- 
                                                                                       $25,271,185  $14,529,953 
                                                                                       ===========  ===========  
 
                                 See Notes to Financial Statements.
 
</TABLE>                                          
  
                                     FS-22
<PAGE>
 
<TABLE> 
<C>                              <S> 
AIM V.I. DIVERSIFIED             NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES                                          
INCOME FUND                       AIM Variable Insurance Funds, Inc. (the "Company"), is a Maryland corporation    
NOTES TO FINANCIAL               organized on January 22, 1993, and is registered under the Investment Company     
STATEMENTS                       Act of 1940 (the "1940 Act"), as amended, as an open-end, series, management      
January 31, 1995                 investment company consisting of nine portfolios: AIM V.I. Capital Appreciation   
                                 Fund, AIM V.I. Diversified Income Fund (the "Diversified Income Fund"), AIM       
                                 V.I. Government Securities Fund, AIM V.I. Growth Fund, AIM V.I. Growth and        
                                 Income Fund, AIM V.I. International Equity Fund, AIM V.I. Money Market Fund,      
                                 AIM V.I. Utilities Fund and AIM V.I. Value Fund (each, a "Fund", collectively,    
                                 the "Funds"). Matters affecting each Fund are voted on exclusively by the         
                                 shareholders of such Fund. The assets, liabilities and operations of each Fund    
                                 are accounted for separately. Information presented in these financial            
                                 statements pertains only to the Diversified Income Fund. Shares of the Funds      
                                 are sold only to insurance company separate accounts to fund the benefits of      
                                 variable annuity contracts.                                                       
                                 The following is a summary of the significant accounting policies followed by     
                                 the Fund in the presentation of its financial statements.                         
                                 A. Security Valuations--Non-convertible bonds and notes are valued on the basis   
                                    of prices provided by an independent pricing service. Prices provided by the   
                                    pricing service may be determined without exclusive reliance on quoted         
                                    prices, and may reflect appropriate factors such as institution-size trading   
                                    in similar groups of securities, developments related to special securities,   
                                    yield, quality, coupon rate, maturity, type of issue, individual trading       
                                    characteristics and other market data. Investment securities for which         
                                    prices are not provided by the pricing service and which are listed or         
                                    traded on an exchange are valued at the last sales price on the exchange       
                                    where the security is principally traded or, lacking any sales on a            
                                    particular day, at the mean between the closing bid and asked prices on that   
                                    day unless the Board of Directors, or persons designated by the Board of       
                                    Directors, determines that the over-the-counter quotations more closely        
                                    reflect the current market value of the security. Securities traded in the     
                                    over-the-counter market, except (i) securities priced by the pricing           
                                    service, (ii) securities for which representative exchange prices are          
                                    available, and (iii) securities reported in the NASDAQ National Market         
                                    System, are valued at the mean between representative last bid and asked       
                                    prices obtained from an electronic quotation reporting system, if such         
                                    prices are available, or from established market makers. Each security         
                                    reported in the NASDAQ National Market System is valued at the last sales      
                                    price on the valuation date. Securities for which market quotations are not    
                                    readily available and "restricted securities" are valued at fair value as      
                                    determined in good faith by or under the supervision of the Fund's officers    
                                    in accordance with methods which are specifically authorized by the Board of   
                                    Directors. Short-term obligations having 60 days or less to maturity are       
                                    valued at amortized cost which approximates market value.                      
                                 B. Foreign Currency Translation - Portfolio securities and other assets and       
                                    liabilities denominated in foreign currencies are translated into U.S.         
                                    dollars at date of valuation. Purchases and sales of portfolio securities      
                                    and income items denominated in foreign currencies are translated into U.S.    
                                    dollar amounts on the respective dates of such transactions.                   
                                 C. Forward Currency Contracts - A forward currency contract is an obligation to   
                                    purchase or sell a specific currency for an agreed-upon price at a future      
                                    date. The Diversified Income Fund may enter into a forward contract to         
                                    attempt to minimize the risk to the Fund from adverse changes in the           
                                    relationship between currencies. The Diversified Income Fund may also enter    
                                    into a currency contract for the amount of a purchase or sale of a security    
                                    denominated in a foreign currency in order to "lock-in" the U.S. dollar        
                                    price of that security. The Diversified Income Fund could be exposed to risk   
                                    if counterparties to the contracts are unable to meet the terms of their       
                                    contracts or if the value of the foreign currency changes unfavorably.         
                                 D. Securities Transactions, Investment Income and Distributions - Securities      
                                    transactions are accounted for on a trade date basis. Interest income is       
                                    recorded as earned from settlement date and is recorded on the accrual         
                                    basis. Dividend income and distributions to shareholders are recorded on the   
                                    ex-dividend date. It is the policy of the Diversified Income Fund not to       
                                    amortize market discounts and premiums on bonds for financial reporting        
                                    purposes. Realized gains or losses from securities transactions are recorded   
                                    on the identified cost basis.                                                  
                                 E. Federal Income Taxes - For federal income tax purposes, each Fund in the       
                                    Company is taxed as a separate entity. It is the Diversified Income Fund's     
                                    policy to continue to comply with the requirements of the Internal Revenue     
                                    Code applicable to regulated investment companies and to distribute all of     
                                    its taxable income and capital gains to its shareholders. Therefore, no        
                                    provision for federal income taxes is recorded in the financial statements.    
                                    The Diversified Income Fund had capital loss carryforwards (which may be       
                                    carried forward to offset future taxable capital gains, if any) of             
                                    $1,045,562, which expires, if not previously utilized, through the year        
                                    2003.                                                                           
</TABLE> 
 
                                     FS-23
<PAGE>

 
<TABLE>
<C>                              <S> 
                                 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)                                 
                                 F. Expenses - Operating expenses directly attributable to a Fund are charged to       
                                    that Fund's operations. Expenses of the Company which are not directly             
                                    attributable to the operations of any Fund of the Company are allocated to         
                                    the Funds to which the expense relates based upon methods approved by the          
                                    Board of Directors of the Company.                                                 
                                 G. Equalization - The Diversified Income Fund follows the accounting practice         
                                    known as equalization by which a portion of the proceeds from sales and the        
                                    costs of repurchases of fund shares, equivalent on a per share basis to the        
                                    amount of undistributed net investment income, is credited or charged to           
                                    undistributed net income when the transaction is recorded so that                  
                                    undistributed net investment income per share is unaffected by sales or            
                                    redemptions of Fund shares.                                                        
                                 H. Organizational Costs - Organizational costs of the Diversified Income Fund         
                                    of $14,461 are being amortized over five years.                                    
        
                                 NOTE 2 - INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES              
                                  The Company has entered into a master investment advisory agreement with A I M       
                                 Advisors, Inc. ("AIM"). Under the terms of the master investment advisory             
                                 agreement, the Diversified Income Fund pays an advisory fee to AIM at an annual       
                                 rate of 0.60% of the first $250 million of the Diversified Income Fund's              
                                 average daily net assets, plus 0.55% of such Fund's average daily net assets in       
                                 excess of $250 million.                                                               
                                  During the year ended January 31, 1995, AIM voluntarily waived advisory fees         
                                 for the Diversified Income Fund of $25,046.                                           
                                  Pursuant to a master administrative services agreement between the Company and       
                                 AIM, with respect to the Diversified Income Fund, the Company has agreed to           
                                 reimburse certain administrative costs incurred in providing accounting               
                                 services to the Fund. During the year ended January 31, 1995, AIM was                 
                                 reimbursed $35,441 for such services.                                                 
                                  The Company has entered into a master distribution agreement with A I M              
                                 Distributors, Inc. ("AIM Distributors") to serve as the distributor for the           
                                 Diversified Income Fund.                                                              
                                  Certain officers and directors of the Company are officers of AIM and AIM            
                                 Distributors.                                                                         
                                  The Diversified Income Fund incurred legal fees of $3,161 for services               
                                 rendered by Reid & Priest as counsel to the Company's directors. In September         
                                 1994, the firm of Kramer, Levin, Naftalis, Nessen, Kamin & Frankel was                
                                 appointed counsel to the Directors. A member of that firm is a director of the        
                                 Company and prior to September 1994, was a member of Reid & Priest..                  
        
                                 NOTE 3 - DIRECTORS' FEES                                                              
                                  Directors' fees represent remuneration paid or accrued to each director who is       
                                 not an "interested person" of the Company. The Company may invest directors'          
                                 fees, if so elected by a director, in mutual fund shares in accordance with a         
                                 deferred compensation plan.                                                           
        
                                 NOTE 4 - INVESTMENT SECURITIES                                                        
                                  The aggregate amount of investment securities (other than short-term                 
                                 securities) purchased and sold by the Diversified Income Fund during the year         
                                 ended January 31, 1995 was $31,432,483 and $18,635,421, respectively.                 
                                  The amount of unrealized appreciation (depreciation) of investment securities        
                                 on a tax basis as of January  31, 1995 is as follows:                                 
</TABLE> 
                                                                             
<TABLE> 
<C>                              <S>                                                                <C>                
                                 Aggregate unrealized appreciation of investment securities........ $   129,764        
                                 Aggregate unrealized (depreciation) of investment securities......  (1,125,084)       
                                                                                                    -----------        
                                 Net unrealized appreciation (depreciation) of investment                              
                                  securities....................................................... $  (995,320)       
                                                                                                    ===========        
</TABLE>
<TABLE> 
                                  Investments have the same cost for tax and financial statement purposes.             
          
                                 NOTE 5 - OPEN FORWARD CURRENCY CONTRACTS                                              
                                  Outstanding contracts at January 31, 1995 were as follows:          
<CAPTION>                 

                                                                                            Unrealized                 
                                                                  Contract to              Appreciation                
                                    Settlement Date      Deliver     Receive     Value    (Depreciation)               
                                    ---------------   ------------- ---------- ---------- --------------               
<C>                                 <S>               <C>           <C>        <C>        <C>                          
                                    02/28/95........  DM    600,000 $  384,344 $  394,446    $(10,102)                 
                                    02/28/95........  GBP   400,000 $  625,340 $  632,776      (7,436)                 
                                    03/13/95........  CAD 1,500,000 $1,060,445 $1,062,142      (1,697)                 
                                                                    ---------- ----------    --------                  
                                                                    $2,070,129 $2,089,364    $(19,235)                 
                                                                    ========== ==========    ========      
</TABLE> 
                                     FS-24
<PAGE>
 
<TABLE> 
<C>                              <S> 
                                 NOTE 6 - CAPITAL STOCK                                                                    
                                  Changes in capital stock outstanding during the year ended January 31, 1995              
                                 and the period May 5, 1993 (date operations commenced) through January 31, 1994           
                                 were as follows:                                                                          
                                 
</TABLE>
        
<TABLE>
<CAPTION>
                                                                         1995                    1994                      
                                                                 ----------------------  ----------------------            
                                                                  Shares      Amount      Shares      Amount               
                                                                 ---------  -----------  ---------  -----------            
<C>                              <S>                             <C>        <C>          <C>        <C>                    
                                 Sold........................... 1,633,696  $15,317,067  1,465,781  $14,894,966            
                                 Issued as reinvestment of                                                                 
                                  distributions.................   155,537    1,431,155     26,732      271,497            
                                 Reacquired.....................  (408,146)  (3,794,593)  (103,165)  (1,047,210)           
                                                                 ---------  -----------  ---------  -----------            
                                                                 1,381,087  $12,953,629  1,389,348  $14,119,253            
                                                                 =========  ===========  =========  ===========            
 </TABLE>
 <TABLE>
<C>                               <S> 
                                 NOTE 7 - FINANCIAL HIGHLIGHTS                                                             
                                  Shown below are the condensed financial highlights for a share outstanding of            
                                 the Diversified Income Fund during the year ended January 31, 1995, and the               
                                 period May 5, 1993 (date operations commenced) through January 31, 1994.                  
 
</TABLE> 
<TABLE> 
<CAPTION>
                                                                                                1995      1994             
                                                                                               -------   -------           
<C>                              <S>                                                           <C>       <C>               
                                 Net asset value, beginning of period........................  $ 10.46   $ 10.00           
                                                                                               -------   -------           
                                 Income from investment operations:                                                        
                                   Net investment income.....................................     0.76      0.54           
                                   Net gains (losses) on securities (both realized and                                     
                                    unrealized)..............................................    (1.42)     0.29           
                                                                                               -------   -------           
                                    Total from investment operations.........................    (0.66)     0.83           
                                                                                               -------   -------           
                                 Less distributions:                                                                       
                                   Dividends from net investment income......................    (0.68)    (0.35)          
                                   Distributions from net realized capital gains.............       --     (0.02)          
                                                                                               -------   -------           
                                    Total distributions......................................    (0.68)    (0.37)          
                                                                                               -------   -------           
                                 Net asset value, end of period..............................  $  9.12   $ 10.46           
                                                                                               =======   =======           
                                 Total return(a).............................................    (6.35)%    8.33%          
                                                                                               =======   =======           
                                 Ratios/supplemental data:                                                                 
                                 Net assets, end of period (000s omitted)....................  $25,271   $14,530           
                                                                                               =======   =======           
                                 Ratio of expenses to average net assets(b)(c)...............     0.91%     1.05%          
                                                                                               =======   =======           
                                 Ratio of net investment income to average net assets(b)(d)..     8.07%     6.78%          
                                                                                               =======   =======           
                                 Portfolio turnover rate.....................................      100%       57%          
                                                                                               =======   =======           
                                  ------                                                                                    
                                 (a) Total returns for periods less than one year are not annualized.                      
                                 (b) Ratios are based on average net assets of $20,514,857 and $6,276,018 for              
                                     the year ended January 31, 1995 and the period ended January 31, 1994,                
                                     respectively.                                                                         
                                 (c) After waiver of advisory fee and expense reimbursement. Ratios of expenses            
                                     to average net assets prior to waiver of advisory fees and/or expense                 
                                     reimbursements are 1.03% and 1.69% (annualized) for 1995 and 1994,                    
                                     respectively.                                                                         
                                 (d) After waiver of advisory fee and expense reimbursement. Ratios of net                 
                                     investment income to average net assets prior to waiver of advisory fees              
                                     and/or expense reimbursement are 7.95% and 6.14% (annualized) for 1995 and            
                                     1994, respectively.                                                                    
</TABLE> 

                                     FS-25
<PAGE>
 
  REPORT OF                      To the Shareholders and Board of Directors 
  INDEPENDENT                    AIM Variable Insurance Funds, Inc.          
  CERTIFIED PUBLIC 
  ACCOUNTANTS                    We have audited the accompanying statement of
                                 assets and liabilities of AIM V.I. Government
                                 Securities Fund, a series of shares of common
                                 stock of AIM Variable Insurance Funds, Inc.
                                 including the schedule of investments as of
                                 January 31, 1995, the related statement of
                                 operations for the year then ended and the
                                 statement of changes in net assets and the
                                 financial highlights for the year then ended
                                 and the period May 5, 1993 (commencement of
                                 operations) through January 31, 1994. These
                                 financial statements and financial highlights
                                 are the responsibility of the Fund's
                                 management. Our responsibility is to express an
                                 opinion on these financial statements and
                                 financial highlights based on our audits.

                                 We conducted our audits in accordance with
                                 generally accepted auditing standards. Those
                                 standards require that we plan and perform the
                                 audit to obtain reasonable assurance about
                                 whether the financial statements and financial
                                 highlights are free of material misstatement.
                                 An audit includes examining, on a test basis,
                                 evidence supporting the amounts and disclosures
                                 in the financial statements. Our procedures
                                 included confirmation of securities owned as of
                                 January 31, 1995, by correspondence with the
                                 custodian and brokers. Where brokers did not
                                 reply to our confirmation requests, we carried
                                 out other appropriate auditing procedures. An
                                 audit also includes assessing the accounting
                                 principles used and significant estimates made
                                 by management, as well as evaluating the
                                 overall financial statement presentation. We
                                 believe that our audits provide a reasonable
                                 basis for our opinion.
      
                                 In our opinion, the financial statements and
                                 financial highlights referred to above present
                                 fairly, in all material respects, the financial
                                 position of AIM V.I. Government Securities
                                 Fund, as of January 31, 1995, the results of
                                 its operations for the year then ended, and the
                                 changes in its net assets and the financial
                                 highlights for the year then ended and the
                                 period May 5, 1993 through January 31, 1994, in
                                 conformity with generally accepted accounting
                                 principles.
 
                                                           TAIT, WELLER & BAKER
 
                                 Philadelphia, Pennsylvania  
                                 February 24, 1995            
 
                                     FS-26
<PAGE>

<TABLE>
<CAPTION> 
<C>                              <C>       <S>                                                       <C>
  AIM V.I. GOVERNMENT             PRINCIPAL                                                                MARKET
  SECURITIES FUND                    AMOUNT                                                                 VALUE
  SCHEDULE OF                     ---------                                                                ------
  INVESTMENTS                               U.S. GOVERNMENT AGENCIES - 85.75%                                    
  January 31, 1995 
                                            FEDERAL FARM CREDIT BANK - 1.36%                                      

                                            Medium term notes                                                     
                                  $200,000   5.96%, 07/14/03.......................................   $   175,514
                                                                                                      -----------
                                            FEDERAL HOME LOAN BANK BOARD - 6.46%                                  

                                            Medium term notes                                                     
                                   500,000  8.375%, 10/25/99.......................................       510,035
                                   350,000  5.85%, 02/24/00........................................       322,039
                                                                                                      -----------
                                                                                                          832,074
                                                                                                      -----------
                                            FEDERAL HOME LOAN MORTGAGE CORPORATION - 27.20%                       

                                            Debentures                                                            
                                   250,000  5.18%, 08/26/98........................................       230,547
                                   150,000  6.13%, 08/19/99........................................       141,073
                                   200,000  6.60%, 11/12/99........................................       191,180
                                   500,000  6.44%, 01/28/00........................................       472,730
                                   500,000  7.90%, 09/19/01........................................       500,225
                                   300,000  6.185%, 11/26/03.......................................       264,810
                                            Pass through certificates                                             
                                   363,445  6.00%, 11/01/08........................................       329,707
                                   491,442  10.50%, 08/01/19.......................................       523,382
                                   597,799  6.50%, 12/01/08 to 07/01/23............................       543,657
                                   309,246  8.50%, 08/01/24........................................       308,372
                                                                                                      -----------
                                                                                                        3,505,683
                                                                                                      -----------
                                            FEDERAL NATIONAL MORTGAGE ASSOCIATION - 25.46%                        

                                            Debentures                                                            
                                   500,000  6.40%, 06/02/99........................................       499,200
                                   500,000  8.50%, 02/01/05........................................       505,800
                                            Medium term notes                                                     
                                   300,000  4.16%, 10/16/95........................................       294,909
                                   400,000  7.68%, 12/01/97........................................       400,100
                                            Pass through certificates                                             
                                   100,412  7.50%, 11/01/09........................................        96,739
                                   830,917  8.25%, 04/01/22........................................       818,969
                                   191,775  6.50%, 06/01/23........................................       172,176
                                   495,498  8.50%, 09/01/24........................................       493,323
                                                                                                      -----------
                                                                                                        3,281,216
                                                                                                      -----------
                                            GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 8.88%                      

                                            Pass through certificates                                             
                                    62,101  11.00%, 10/15/15.......................................        67,808
                                   131,261  9.50%, 08/15/03 to 09/15/16............................       136,674
                                   338,075  9.00%, 07/15/16 to 10/15/16............................       346,734
                                    97,909  10.50%, 09/15/17 to 11/15/19...........................       105,374
                                   553,743  6.50%, 12/15/23........................................       488,323
                                                                                                      -----------
                                                                                                        1,144,913
                                                                                                      -----------
                                            PRIVATE EXPORT FUNDING COMPANY - 2.06%                                

                                            Debentures                                                            
                                   280,000  5.75%, 04/30/98........................................       264,900
                                                                                                      ----------- 
</TABLE>
 
                                     FS-27
<PAGE>
 
<TABLE>
<CAPTION>
<C>                              <C>       <S>                                                       <C>
                                  PRINCIPAL                                                                MARKET
                                     AMOUNT                                                                 VALUE
                                  ---------                                                                ------
                                            STUDENT LOAN MARKETING ASSOCIATION - 10.36%                           

                                            Debentures                                                           
                                  $500,000  6.16%, 02/22/99 .......................................   $   499,965
                                   600,000  4.50%, 02/24/99........................................       559,530
                                   150,000  5.55%, 12/15/99........................................       135,993
                                   150,000  6.50%, 08/01/02........................................       139,064
                                                                                                      -----------
                                                                                                        1,334,552
                                                                                                      -----------
                                            WORLD BANK AGENCY - 3.97%                                             

                                            Debentures                                                            
                                   500,000  8.75%, 03/01/97........................................       512,195
                                                                                                      -----------
                                            Total U.S. Government Agencies.........................    11,051,047
                                                                                                      -----------
                                            U.S. TREASURY SECURITIES - 9.93%                                      

                                            U.S. TREASURY NOTES - 9.62%                                           

                                   300,000  5.50%, 09/30/97........................................       286,653
                                   200,000  6.00%, 11/30/97........................................       192,990
                                   100,000  5.125%, 06/30/98.......................................        93,016
                                   200,000  5.875%, 03/31/99.......................................       188,352
                                   300,000  6.875%, 08/31/99.......................................       292,410
                                   200,000  6.375%, 08/15/02.......................................       186,100
                                                                                                      -----------
                                                                                                        1,239,521
                                                                                                      -----------
                                            U.S. TREASURY STRIPS - 0.31%(A)                                       

                                   150,000  7.88%, 02/15/12........................................        40,200
                                                                                                      -----------
                                            Total U.S. Treasury Securities.........................     1,279,721
                                                                                                      -----------
                                            REPURCHASE AGREEMENT - 2.95%(b)                                      

                                            Goldman, Sachs & Co., Inc.                                           
                                   379,831  5.80%, 02/01/95(c).....................................       379,831
                                                                                                      -----------
                                            Total Repurchase Agreement.............................       379,831
                                                                                                      -----------
                                            TOTAL INVESTMENTS - 98.63%.............................    12,710,599
                                            OTHER ASSETS LESS LIABILITIES - 1.37%..................       176,617
                                                                                                      -----------
                                            NET ASSETS - 100.00%...................................   $12,887,216
                                                                                                      =========== 
                                 NOTES TO SCHEDULE OF INVESTMENTS:                                                      
                                 (a) U.S. Treasury STRIPS are traded on a discount basis. In such cases the             
                                     interest rate shown represents the rate of discount paid or received at the         
                                     time of purchase by the Fund.                                                      
                                 (b) Collateral on repurchase agreements, including the Fund's pro-rata interest        
                                     in joint repurchase agreements, is taken into possession by the Fund upon          
                                     entering into the repurchase agreement. The collateral is marked to market         
                                     daily to ensure its market value as being 102% of the sales price of the           
                                     repurchase agreement.                                                              
                                 (c) Joint repurchase agreement entered into 01/31/95 with a maturing value of          
                                     $550,371,439. Collateralized by $546,482,000 U.S. Treasury obligations,            
                                     4.25% to 10.375% due 02/15/95 to 05/15/21. The aggregate market value of           
                                     collateral at 01/31/95 was $561,314,868. The Fund's pro-rata interest in           
                                     the collateral at 01/31/95 was $387,446.                                            
 
                                 See Notes to Financial Statements.
</TABLE>
 
                                     FS-28
<PAGE>
 
<TABLE> 
<C>                              <S>                                                                 <C>
  AIM V.I. GOVERNMENT            ASSETS:                                                                         
  SECURITIES FUND                Investments, at value (cost $13,419,152)........................... $12,710,599
  STATEMENT OF                   Receivable for:                                                                 
  ASSETS AND                       Interest.........................................................     174,728
  LIABILITIES                    Investment for deferred compensation plan..........................          31
  January 31, 1995               Organizational costs, net..........................................       9,389
                                 Other assets.......................................................      11,577
                                                                                                     -----------
                                     Total assets...................................................  12,906,324
                                                                                                     -----------
                                 LIABILITIES:                                                                    
                                 Payables for:                                                                   
                                   Capital stock redeemed...........................................         551
                                   Deferred compensation............................................          31
                                 Accrued advisory fees..............................................      16,531
                                 Accrued directors' fees............................................         928
                                 Accrued administrative service fees................................         964
                                 Accrued operating expenses.........................................         103
                                                                                                     -----------
                                     Total liabilities..............................................      19,108
                                                                                                     -----------
                                 Net assets applicable to shares outstanding........................ $12,887,216
                                                                                                     ===========
                                 Capital shares, $.001 par value per share:                                      
                                   Authorized....................................................... 250,000,000
                                                                                                     ===========
                                   Outstanding......................................................   1,372,034
                                                                                                     ===========
                                 Net asset value, offering and redemption price per share...........       $9.39
                                                                                                           ===== 
 
                                 See Notes to Financial Statements.
</TABLE>
 
                                     FS-29
<PAGE>

<TABLE> 
<C>                              <S>                                                                 <C>
  AIM V.I. GOVERNMENT            INVESTMENT INCOME:                                                              
  SECURITIES FUND                  Interest......................................................... $   791,745 
  STATEMENT OF                                                                                       ----------- 
  OPERATIONS                     EXPENSES:                                                                        
  For the year ended               Advisory fees....................................................      61,337 
  January 31, 1995                 Custodian fees...................................................      10,337 
                                   Administrative service fees......................................      23,230 
                                   Directors' fees and expenses.....................................       4,734 
                                   Professional fees................................................      16,591 
                                   Organizational costs.............................................       2,903 
                                   Other............................................................      15,972 
                                                                                                     ----------- 
                                    Total expenses..................................................     135,104 
                                 Less expenses assumed by advisor...................................     (18,907)
                                                                                                     ----------- 
                                    Net expenses....................................................     116,197 
                                                                                                     ----------- 
                                 Net investment income..............................................     675,548 
                                                                                                     ----------- 
                                 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT SECURITIES:                   
                                 Net realized gain (loss) on sales of investment securities.........    (282,363)
                                 Unrealized appreciation (depreciation) of investment securities....    (760,122)
                                                                                                     ----------- 
                                 Net gain (loss) on investment securities...........................  (1,042,485)
                                                                                                     ----------- 
                                 Net increase (decrease) in net assets resulting from operations.... $  (366,937) 
                                                                                                     ===========  

 
                                 See Notes to Financial Statements.
</TABLE>
 
                                     FS-30
<PAGE>
 
<TABLE>
<CAPTION>
<C>                              <S>                                                   <C>           <C> 
  AIM V.I. GOVERNMENT                                                                     1995         1994     
  SECURITIES FUND                                                                      -----------  ----------- 
  STATEMENT                      OPERATIONS:                                                                     
  OF CHANGES                       Net investment income.............................. $   675,548  $   158,922   
  IN NET ASSETS                    Net realized gain (loss) on sales of investment                                
  For the year ended                securities........................................    (282,363)     (19,367)  
  January 31, 1995                 Unrealized appreciation (depreciation) of                                      
  and the period                    investment securities.............................    (760,122)      51,569   
  May 5, 1993 (date operations                                                         -----------  -----------   
  commenced) through January        Net increase (decrease) in net assets resulting                               
  31, 1994                           from operations..................................    (366,937)     191,124   
                                   Net equalization credits...........................      46,268      102,779   
                                   Net increase from capital stock transactions.......   3,196,439   10,459,482   
                                   Distributions to shareholders from net investment                              
                                    income............................................    (631,778)    (110,161)  
                                                                                       -----------  -----------   
                                    Net increase in net assets........................   2,243,992   10,643,224   
                                 NET ASSETS:                                                                      
                                   Beginning of period................................  10,643,224           --   
                                                                                       -----------  -----------   
                                   End of period...................................... $12,887,216  $10,643,224   
                                                                                       ===========  ===========   
                                 NET ASSETS CONSIST OF:                                                           
                                   Capital (par value and additional paid-in)......... $13,655,921  $10,459,482   
                                   Undistributed net investment income................     241,578      151,540   
                                   Undistributed net realized gain (loss) on sales of                             
                                    investment securities ............................    (301,730)     (19,367)  
                                   Unrealized appreciation (depreciation) of                                      
                                    investment securities.............................    (708,553)      51,569   
                                                                                       -----------  -----------   
                                                                                       $12,887,216  $10,643,224   
                                                                                       ===========  ===========   
 
                                 See Notes to Financial Statements.
</TABLE>
 
                                     FS-31
<PAGE>
 
<TABLE> 
<C>                              <S> 
AIM V.I. GOVERNMENT              NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES                                        
SECURITIES FUND                   AIM Variable Insurance Funds, Inc. (the "Company"), is a Maryland corporation  
NOTES TO FINANCIAL               organized on January 22, 1993, and is registered under the Investment Company   
STATEMENTS                       Act of 1940 (the "1940 Act"), as amended, as an open-end, series, management    
January 31, 1995                 investment company consisting of nine portfolios: AIM V.I. Capital Appreciation 
                                 Fund, AIM V.I. Diversified Income Fund, AIM V.I. Government Securities Fund     
                                 (the "Government Securities Fund"), AIM V.I. Growth Fund, AIM V.I. Growth and   
                                 Income Fund, AIM V.I. International Equity Fund, AIM V.I. Money Market Fund,    
                                 AIM V.I. Utilities Fund and AIM V.I. Value Fund (each a "Fund", collectively,   
                                 the "Funds"). Matters affecting each Fund are voted on exclusively by the       
                                 shareholders of such Fund. The assets, liabilities and operations of each Fund  
                                 are accounted for separately. Information presented in these financial          
                                 statements pertains only to the Government Securities Fund. Shares of the Funds 
                                 are sold only to insurance company separate accounts to fund the benefits of    
                                 variable annuity contracts.                                                     
                                 The following is a summary of the significant accounting policies followed by   
                                 the Government Securities Fund in the presentation of its financial statements. 
                                 A. Security Valuations - Debt obligations that are issued or guaranteed by the  
                                    U.S. Government, its agencies, authorities, and instrumentalities are valued 
                                    on the basis of prices provided by an independent pricing service. Prices    
                                    provided by the pricing service may be determined without exclusive reliance 
                                    on quoted prices, and may reflect appropriate factors such as yield, type of 
                                    issue, coupon rate, maturity and seasoning differential. Securities for      
                                    which market prices are not provided by the pricing service are valued at    
                                    the mean between last bid and asked prices based upon quotes furnished by    
                                    independent sources. Securities for which market quotations are not readily  
                                    available are valued at fair value as determined in good faith by or under   
                                    the supervision of the Company's officers in a manner specifically           
                                    authorized by the Board of Directors. Short-term obligations having 60 days  
                                    or less to maturity are valued at amortized cost which approximates market   
                                    value.                                                                       
                                 B. Securities Transactions, Investment Income and Distributions - Securities    
                                    transactions are accounted for on a trade date basis. Interest income is     
                                    recorded as earned from settlement date and is recorded on the accrual       
                                    basis. Distributions to shareholders are recorded on the ex-dividend date.   
                                    It is the policy of the Fund not to amortize market discounts and premiums   
                                    on bonds for financial reporting purposes. Realized gains or losses from     
                                    securities transactions are recorded on the identified cost basis.           
                                 C. Federal Income Taxes - For federal income tax purposes, each Fund in the     
                                    Company is taxed as a separate entity. It is the Government Securities       
                                    Fund's policy to continue to comply with the requirements of the Internal    
                                    Revenue Code applicable to regulated investment companies and to distribute  
                                    all of its taxable income and capital gains to its shareholders. Therefore,  
                                    no provision for federal income taxes is recorded in the financial           
                                    statements. Government Securities Fund had capital loss carryforwards (which 
                                    may be carried forward to offset future taxable capital gains, if any) of    
                                    $74,320, which expires, if not previously utilized, through the year 2003.   
                                 D. Expenses - Operating expenses directly attributable to a Fund are charged to 
                                    that Fund's operations. Expenses of the Company which are not directly       
                                    attributable to the operations of any Fund of the Company are allocated to   
                                    the Funds to which the expense relates based upon methods approved by the    
                                    Board of Directors of the Company.                                           
                                 E. Equalization - Government Securities Fund follows the accounting practice    
                                    known as equalization by which a portion of the proceeds from sales and the  
                                    costs of repurchases of Fund shares, equivalent on a per share basis to the  
                                    amount of undistributed net investment income, is credited or charged to     
                                    undistributed net income when the transaction is recorded so that            
                                    undistributed net investment income per share is unaffected by sales or      
                                    redemptions of Fund shares.                                                  
                                 F. Organizational Costs - Organizational costs for the Government Securities    
                                    Fund of $14,461, are being amortized over five years.                        
                                          
                                 NOTE 2 - INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES        
                                  The Company has entered into a master investment advisory agreement with A I M 
                                 Advisors, Inc. ("AIM"). Under the terms of the master advisory agreement, the   
                                 Government Securities Fund pays an advisory fee to AIM at an annual rate of     
                                 0.50% of the first $250 million of the Fund's average daily net assets, plus    
                                 0.45% of the Fund's average daily net assets in excess of $250 million.         
                                  During the year ended January 31, 1995, AIM voluntarily waived advisory fees   
                                 for the Government Securities Fund of $18,907.                                   

</TABLE> 
 
                                     FS-32
<PAGE>
 
<TABLE> 
<C>                              <S> 
                                  Pursuant to a master administrative services agreement between the Company and 
                                 AIM, with respect to the Government Securities Fund, the Company has agreed to  
                                 reimburse certain administrative costs incurred in providing accounting         
                                 services to the Government Securities Fund. During the year ended January 31,   
                                 1995, AIM was reimbursed $23,230 for such services.                             
                                  The Company has entered into a master distribution agreement with A I M        
                                 Distributors, Inc. ("AIM Distributors") to serve as the distributor for the     
                                 Government Securities Fund.                                                     
                                  Certain officers and directors of the Company are officers of AIM and AIM      
                                 Distributors.                                                                   
                                  The Government Securities Fund incurred legal fees of $2,998 for services      
                                 rendered by Reid & Priest as counsel to the Company's directors. In September   
                                 1994, the firm of Kramer, Levin, Naftalis, Nessen, Kamin & Frankel was          
                                 appointed counsel to the Directors. A member of that firm is a director of the  
                                 Company and prior to September 1994, was a member of Reid & Priest.             
                                  
                                 NOTE 3 - DIRECTORS' FEES                                                        
                                  Directors' fees represent remuneration paid or accrued to each director who is 
                                 not an "interested person" of the Company. The Company may invest a directors   
                                 fees, if so elected by such director, in mutual fund shares in accordance with  
                                 a deferred compensation plan.                                                   
                                  
                                 NOTE 4 - INVESTMENT SECURITIES                                                  
                                  The aggregate amount of investment securities (other than short-term           
                                 securities) purchased and sold by the Government Securities Fund during the     
                                 year ended January 31, 1995 was $7,555,199 and $3,314,243, respectively.        
                                  The amount of unrealized appreciation (depreciation) of investment securities  
                                 on a tax basis as of January 31, 1995 is as follows:                            
</TABLE> 
<TABLE>                                                                         
<C>                              <S>                                                                   <C>       
                                 Aggregate unrealized appreciation of investment securities..........  $  10,499 
                                 Aggregate unrealized (depreciation) of investment securities........   (719,052)
                                                                                                       --------- 
                                 Net unrealized appreciation (depreciation) of investment securities.  $(708,553)
                                                                                                       ========= 
</TABLE>                                                                        
<TABLE> 
<C>                              <S> 
                                  Investments have the same cost for tax and financial statement purposes.       
                                                                                                                 
                                 NOTE 5 - CAPITAL STOCK                                                          
                                  Changes in capital stock outstanding during the year ended January 31, 1995    
                                 and the period May 5, 1993 (date operations commenced) through January 31, 1994 
                                 were as follows:                                                                

</TABLE> 

<TABLE>                                                                         
<CAPTION>                                                                       
                                                                          1995                   1994            
                                                                  ---------------------  ----------------------  
                                                                   Shares     Amount      Shares      Amount     
                                                                  --------  -----------  ---------  -----------  
<C>                              <S>                              <C>       <C>          <C>        <C>          
                                 Sold............................  500,188  $ 4,784,080  1,034,792  $10,410,105  
                                 Issued as reinvestment of                                                       
                                  distributions..................   66,676      631,778     10,858      108,686  
                                 Reacquired...................... (234,604)  (2,219,419)    (5,876)     (59,309) 
                                                                  --------  -----------  ---------  -----------  
                                                                   332,260  $ 3,196,439  1,039,774  $10,459,482  
                                                                  ========  ===========  =========  ===========  
</TABLE>
 
 
                                     FS-33
<PAGE>
 
<TABLE> 
<C>                              <S> 
                                 NOTE 6 - FINANCIAL HIGHLIGHTS                                                         
                                  Shown below are the condensed financial highlights for a share outstanding of        
                                 the Government Securities Fund during the year ended January 31, 1995, and the        
                                 period May 5, 1993 (date operations commenced) through January 31, 1994.              
</TABLE>
        
<TABLE>
<CAPTION>
                                                                                                1995      1994         
                                                                                               -------   -------       
                                 <S>                                                           <C>       <C>           
                                 Net asset value, beginning of period........................  $ 10.24   $ 10.00       
                                                                                               -------   -------       
                                 Income from investment operations:                                                    
                                   Net investment income.....................................     0.53      0.38       
                                   Net gains on (losses) securities (both realized and                                 
                                    unrealized)..............................................    (0.88)     0.10       
                                                                                               -------   -------       
                                    Total from investment operations.........................    (0.35)     0.48       
                                                                                               -------   -------       
                                 Less distributions:                                                                   
                                   Dividends from net investment income......................    (0.50)    (0.24)      
                                                                                               -------   -------       
                                    Total distributions......................................    (0.50)    (0.24)      
                                                                                               -------   -------       
                                 Net asset value, end of period..............................  $  9.39   $ 10.24       
                                                                                               =======   =======       
                                 Total return(a).............................................    (3.42)%    4.78%      
                                                                                               =======   =======       
                                 Ratios/supplemental data:                                                             
                                 Net assets, end of period (000s omitted)....................  $12,887   $10,643       
                                                                                               =======   =======       
                                 Ratio of expenses to average net assets(b)..................     0.95%     1.00%      
                                                                                               =======   =======       
                                 Ratio of net investment income to average net assets(c).....     5.51%     4.74%      
                                                                                               =======   =======       
                                 Portfolio turnover rate.....................................       29%        0%      
                                                                                               =======   =======       
                                 ------                                                                                
                                 (a) Total returns for periods less than one year are not annualized.                  
                                 (b) Ratios are based on average net assets of $12,267,302 and $4,502,215 for          
                                     the period ended January 31, 1995 and 1994, respectively.                         
                                     Ratios of expenses to average net assets prior to waiver of advisory fees            
                                     and/or expense reimbursements are 1.10% and 1.80% (annualized) for 1995 and          
                                     1994, respectively.                                                                  
                                 (c) Ratios of net investment income to average net assets prior to waiver of          
                                     advisory fees and/or expense reimbursement are 5.35% and 3.94% (annualized)       
                                     for 1995 and 1994, respectively.                                                  
</TABLE>
 
                                     FS-34
<PAGE>
 
  REPORT OF                      To the Shareholders and Board of Directors 
  INDEPENDENT                    AIM Variable Insurance Funds, Inc.          
  CERTIFIED PUBLIC 
  ACCOUNTANTS                    We have audited the accompanying statement of
                                 assets and liabilities of AIM V.I. Growth Fund,
                                 a series of shares of common stock of AIM
                                 Variable Insurance Funds, Inc. including the
                                 schedule of investments as of January 31, 1995,
                                 the related statement of operations for the
                                 year then ended and the statement of changes in
                                 net assets and the financial highlights for the
                                 year then ended and the period May 5, 1993
                                 (commencement of operations) through January
                                 31, 1994. These financial statements and
                                 financial highlights are the responsibility of
                                 the Fund's management. Our responsibility is to
                                 express an opinion on these financial
                                 statements and financial highlights based on
                                 our audits.

                                 We conducted our audits in accordance with
                                 generally accepted auditing standards. Those
                                 standards require that we plan and perform the
                                 audit to obtain reasonable assurance about
                                 whether the financial statements and financial
                                 highlights are free of material misstatement.
                                 An audit includes examining, on a test basis,
                                 evidence supporting the amounts and disclosures
                                 in the financial statements. Our procedures
                                 included confirmation of securities owned as of
                                 January 31, 1995, by correspondence with the
                                 custodian and brokers. Where brokers did not
                                 reply to our confirmation requests, we carried
                                 out other appropriate auditing procedures. An
                                 audit also includes assessing the accounting
                                 principles used and significant estimates made
                                 by management, as well as evaluating the
                                 overall financial statement presentation. We
                                 believe that our audits provide a reasonable
                                 basis for our opinion.
 
                                 In our opinion, the financial statements and
                                 financial highlights referred to above present
                                 fairly, in all material respects, the financial
                                 position of AIM V.I. Growth Fund, as of January
                                 31, 1995, the results of its operations for the
                                 year then ended, and the changes in its net
                                 assets and the financial highlights for the
                                 year then ended and the period May 5, 1993
                                 through January 31, 1994, in conformity with
                                 generally accepted accounting principles.
 
                                                       TAIT, WELLER & BAKER
 
                                 Philadelphia, Pennsylvania 
                                 February 24, 1995           
 
                                     FS-35
<PAGE>
 
<TABLE>
<CAPTION>
<C>                              <C>        <S>                                                      <C>
  AIM V.I. GROWTH                                                                                         MARKET
  FUND                               SHARES                                                                VALUE
  SCHEDULE OF                    ----------                                                               ------
  INVESTMENTS                               COMMON STOCKS - 78.87%                                               
  January 31, 1995 
                                            ADVERTISING/BROADCASTING - 0.92%                                     

                                      4,600 British Sky Broadcasting-ADR(a).......................   $   110,975
                                      1,500 Capital Cities/ABC, Inc...............................       124,500
                                      5,500 Interpublic Group of Companies, Inc...................       184,937
                                                                                                     -----------
                                                                                                         420,412
                                                                                                     -----------
                                            APPLIANCES - 1.49%                                                   

                                     12,300 Newell Co.............................................       276,750
                                      9,800 Premark International Inc.............................       403,025
                                                                                                     -----------
                                                                                                         679,775
                                                                                                     -----------
                                            AUTOMOBILE - MANUFACTURERS - 0.25%                                   

                                      4,500 Ford Motor Co.........................................       113,625
                                                                                                     -----------
                                            AUTOMOBILE/TRUCKS PARTS & TIRES - 0.13%                              

                                      1,300 Eaton Corp............................................        59,963 
                                                                                                     -----------
                                            BANKING - 0.47%                                                      

                                      7,600 Bank of Boston Corp...................................       212,800
                                                                                                     -----------
                                            BEVERAGES - 0.99%                                                    

                                      2,000 Coca-Cola Co. (The)...................................       105,000
                                      2,500 Coca-Cola Enterprises Inc.............................        52,188
                                      8,000 PepsiCo Inc...........................................       295,000
                                                                                                     -----------
                                                                                                         452,188
                                                                                                     -----------
                                            BIOTECHNOLOGY - 0.85%                                                

                                      6,100 Amgen Inc.(a).........................................       388,112
                                                                                                     -----------
                                            BUILDING MATERIALS - 0.72%                                           

                                     13,200 Black & Decker Corp...................................       316,800
                                        600 USG Corp.(a)..........................................        12,525
                                                                                                     -----------
                                                                                                         329,325
                                                                                                     -----------
                                            BUSINESS SERVICES - 2.20%                                            

                                      5,100 Equifax Inc...........................................       144,713
                                      9,300 Healthcare Compare Corp.(a)...........................       323,175
                                      5,700 Manpower Inc..........................................       145,350
                                     10,700 Olsten Corp...........................................       354,436
                                      1,200 Pittston Co. (The)....................................        32,250
                                                                                                     -----------
                                                                                                         999,924
                                                                                                     -----------
                                            CHEMICALS - 1.00%                                                    

                                      2,500 Dow Chemical Co.......................................       155,938
                                      1,500 Goodrich (B.F.) Co....................................        65,062
                                      3,000 PPG Industries, Inc...................................       105,375
                                      1,000 Rohm & Haas Co........................................        54,250
                                      3,000 Union Carbide Corp....................................        76,500
                                                                                                     -----------
                                                                                                         457,125
                                                                                                     -----------
                                            CHEMICALS - SPECIALTY - 1.39%                                        

                                      3,900 Georgia Gulf Corp.(a).................................       120,900
                                      2,600 IMC Global Inc........................................       118,625
                                      2,700 Loctite Corp..........................................       120,825
                                      5,500 Morton International, Inc.............................       154,000
                                      5,800 Praxair, Inc..........................................       116,725
                                                                                                     -----------
                                                                                                         631,075
                                                                                                     ----------- 
</TABLE>
 
                                     FS-36
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                          MARKET  
                                     SHARES                                                                VALUE  
                                 ----------                                                               ------  
                                 <C>        <S>                                                      <C>          
                                            COMPUTER MAINFRAMES - 1.28%                                           

                                     13,100 Amdahl Corp.(a).......................................   $   134,275  
                                      6,200 International Business Machines Corp..................       447,175  
                                                                                                     -----------  
                                                                                                         581,450  
                                                                                                     -----------  
                                            COMPUTER MINI/PC - 2.96%                                              

                                      6,700 Apple Computer, Inc...................................       270,513  
                                      2,800 Dell Computer Corp.(a)................................       119,350  
                                      3,700 Digital Equipment Corp.(a)............................       125,337  
                                      2,400 Hewlett-Packard Co....................................       241,200  
                                      1,200 Stratus Computer, Inc.(a).............................        31,950  
                                     10,000 Sun Microsystems Inc.(a)..............................       327,500  
                                     13,000 Tandem Computers Inc.(a)..............................       232,375  
                                                                                                     -----------  
                                                                                                       1,348,225  
                                                                                                     -----------  
                                            COMPUTER NETWORKING - 1.83%                                           

                                      5,450 Cabletron Systems, Inc.(a)............................       205,739  
                                      1,200 Chipcom Corp.(a)......................................        47,100  
                                      7,800 Cisco Systems, Inc.(a)................................       260,325  
                                      7,000 3Com Corp.(a).........................................       320,687  
                                                                                                     -----------  
                                                                                                         833,851  
                                                                                                     -----------  
                                            COMPUTER PERIPHERALS - 2.07%                                          

                                      9,200 Adaptec Inc.(a).......................................       251,850  
                                     13,600 EMC Corp.(a)..........................................       253,300  
                                      4,000 Komag, Inc.(a)........................................        93,500  
                                      8,000 Oracle Systems Corp.(a)...............................       341,000  
                                                                                                     -----------  
                                                                                                         939,650  
                                                                                                     -----------  
                                            COMPUTER SOFTWARE & SERVICES - 4.11%                                  

                                      3,500 Adobe System, Inc.....................................       101,282  
                                      5,700 Autodesk Inc..........................................       188,812  
                                      8,000 Bay Networks, Inc.....................................       235,000  
                                      6,300 Cadence Design Systems, Inc.(a).......................       137,812  
                                      7,000 Computer Associates International, Inc................       349,125  
                                      1,800 Computer Sciences Corp.(a)............................        86,625  
                                      1,800 Microsoft Corp.(a)....................................       106,875  
                                      5,900 Parametric Technology Corp.(a)........................       216,825  
                                     11,500 Silicon Graphics, Inc.(a).............................       359,375  
                                      2,000 Sybase, Inc.(a).......................................        87,000  
                                                                                                     -----------  
                                                                                                       1,868,731  
                                                                                                     -----------  
                                            CONGLOMERATES - 0.39%                                                 

                                      3,500 Federal Signal Corp...................................        69,562  
                                      2,200 Tyco Laboratories, Inc................................       106,425  
                                                                                                     -----------  
                                                                                                         175,987  
                                                                                                     -----------  
</TABLE>
 
                                     FS-37
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                          MARKET
                                     SHARES                                                                VALUE
                                 ----------                                                               ------
<C>                              <C>        <S>                                                      <C>        
                                            CONTAINERS - 0.77%                                                   

                                      3,500 Ball Corp.............................................   $   106,750
                                      6,000 Crown Cork & Seal Co., Inc.(a)........................       242,250
                                                                                                     -----------
                                                                                                         349,000
                                                                                                     -----------
                                            COSMETICS & TOILETRIES - 0.61%                                       

                                      2,000 Colgate-Palmolive Co..................................       125,750
                                      2,000 Gillette Co. (The)....................................       153,750
                                                                                                     -----------
                                                                                                         279,500
                                                                                                     -----------
                                            ELECTRONIC COMPONENTS - 2.25%                                        

                                      5,100 KLA Instruments Corp.(a)..............................       255,000
                                     18,300 Philips Electronics N.V.-New York Shares-ADR..........       576,450
                                      5,900 Teradyne, Inc.(a).....................................       191,750
                                                                                                     -----------
                                                                                                       1,023,200
                                                                                                     -----------
                                            ELECTRONIC/PC DISTRIBUTORS - 0.83%                                   

                                      4,200 Arrow Electronics, Inc.(a)............................       154,875
                                      6,000 Avnet, Inc............................................       222,000
                                                                                                     -----------
                                                                                                         376,875
                                                                                                     -----------
                                            FINANCE - CONSUMER CREDIT - 1.85%                                    

                                      2,100 Federal National Mortgage Association.................       150,150
                                      7,000 First USA, Inc........................................       241,500
                                      7,000 Green Tree Acceptance, Inc............................       221,375
                                      8,900 MBNA Corp.............................................       226,950
                                                                                                     -----------
                                                                                                         839,975
                                                                                                     -----------
                                            FINANCE - SAVINGS & LOAN - 0.09%                                     

                                      2,000 G. P. Financial Corp..................................        43,125
                                                                                                     -----------
                                            FOOD PROCESSING - 1.85%                                             

                                     11,250 Archer Daniels Midland Co.............................       226,406
                                      6,000 ConAgra, Inc..........................................       185,250
                                      7,366 Lancaster Colony Corp.................................       228,346
                                      3,200 Ralcorp Holdings Inc.(a)..............................        75,600
                                      1,100 Sara Lee Corp.........................................        29,012
                                      4,100 Tyson Foods, Inc......................................        98,913
                                                                                                     -----------
                                                                                                         843,527
                                                                                                     -----------
                                            FUNERAL SERVICES - 0.16%                                             

                                      2,500 Service Corp. International...........................        71,563
                                                                                                     -----------
                                            HOME BUILDING - 0.45%                                                

                                     11,300 Fleetwood Enterprises, Inc............................       204,812
                                                                                                     -----------
                                            HOTELS/MOTELS - 0.92%                                                

                                      5,600 Hospitality Franchise Systems Inc.(a).................       156,800
                                      8,000 La Quinta Motor Inns Inc..............................       157,000
                                      3,400 Marriott International, Inc...........................       102,850
                                                                                                     -----------
                                                                                                         416,650
                                                                                                     -----------
                                            INSURANCE-LIFE & HEALTH - 0.22%                                      

                                      2,900 AFLAC Inc.............................................       100,412
                                                                                                     ----------- 
</TABLE>
 
                                     FS-38
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                          MARKET
                                     SHARES                                                                VALUE
                                 ----------                                                               ------
<C>                              <C>        <S>                                                      <C>         
                                            LEISURE & RECREATION - 1.72%                                         

                                      8,000 Brunswick Corp........................................   $   157,000
                                     10,300 Callaway Golf Co......................................       330,888
                                      4,200 Harley-Davidson Inc...................................       114,450
                                      5,500 Mattel, Inc...........................................       113,437
                                      1,300 Walt Disney Co. (The).................................        66,137
                                                                                                     -----------
                                                                                                         781,912
                                                                                                     -----------
                                            MACHINERY-HEAVY - 0.88%                                              

                                     11,300 Case Corp.............................................       255,663
                                      2,000 Deere & Co............................................       142,500
                                                                                                     -----------
                                                                                                         398,163
                                                                                                     -----------
                                            MACHINERY-MISCELLANEOUS - 0.79%                                      

                                      8,100 Thermo Electron Corp.(a)..............................       361,462
                                                                                                     -----------
                                            MEDICAL-DRUGS -- 2.51%                                               

                                      1,100 Cardinal Health Inc...................................        50,737
                                      7,700 Forest Laboratories, Inc.(a)..........................       381,150
                                      2,000 Johnson & Johnson.....................................       116,250
                                      4,000 Mylan Laboratories, Inc...............................       112,000
                                      3,000 Pfizer Inc............................................       245,250
                                      3,000 Schering-Plough Corp..................................       235,500
                                                                                                     -----------
                                                                                                       1,140,887
                                                                                                     -----------
                                            MEDICAL INSTRUMENTS/PRODUCTS - 2.26%                                 

                                      2,300 Becton, Dickinson and Co..............................       120,750
                                      8,400 Biomet, Inc.(a).......................................       127,050
                                      5,000 Cordis Corp.(a).......................................       313,750
                                      2,900 Medtronic, Inc........................................       172,187
                                      3,500 St. Jude Medical, Inc.................................       133,000
                                      4,000 Stryker Corp..........................................       161,000
                                                                                                     -----------
                                                                                                       1,027,737
                                                                                                     -----------
                                            MEDICAL SERVICES - 4.36%                                             

                                      9,000 Columbia Healthcare Corp..............................       361,125
                                        700 Foundation Health Corp.(a)............................        20,650
                                      5,900 Health Management Associates, Inc.(a).................       162,250
                                      1,300 Healthsource, Inc.(a).................................        55,575
                                      3,200 Healthsouth Rehabilitation Corp.(a)...................       121,600
                                     14,000 Humana Inc.(a)........................................       320,250
                                     10,000 Mid Atlantic Medical Services, Inc.(a)................       237,500
                                      4,800 United Healthcare Corp................................       232,800
                                     10,300 U.S. Healthcare, Inc..................................       471,225
                                                                                                     -----------
                                                                                                       1,982,975
                                                                                                     -----------
                                            METALS - 1.18%                                                       

                                      8,400 Alcan Aluminum Ltd....................................       202,650
                                      4,600 Alumax, Inc.(a).......................................       116,725
                                      1,200 Aluminum Company of America...........................        94,350
                                      4,600 ASARCO Inc............................................       121,325
                                                                                                     -----------
                                                                                                         535,050
                                                                                                     -----------
                                            OFFICE AUTOMATION - 0.84%                                            

                                      3,500 Xerox Corp............................................       382,813
                                                                                                     ----------- 
</TABLE>
 
                                     FS-39
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                          MARKET
                                     SHARES                                                                VALUE
                                 ----------                                                               ------
<C>                              <C>        <S>                                                      <C>         
                                            OFFICE PRODUCTS - 0.62%                                              

                                      3,400 Avery Dennison Corp...................................   $   119,850
                                      6,900 Reynolds & Reynolds Co. - Class A.....................       163,875
                                                                                                     -----------
                                                                                                         283,725
                                                                                                     -----------
                                            OIL & GAS - 0.16%                                                    

                                      3,300 Lyondell Petrochemical Co.............................        73,012
                                                                                                     -----------
                                            OIL EQUIPMENT & SUPPLIES - 0.24%                                     

                                      3,000 Halliburton Co........................................       108,750
                                                                                                     -----------
                                            PAPER & FOREST PRODUCTS - 0.77%                                      

                                      2,600 Boise Cascade Corp....................................        70,200
                                      2,600 Federal Paper Board Co., Inc..........................        72,800
                                      1,600 Georgia-Pacific Corp..................................       115,200
                                      2,000 Union Camp Corp.......................................        94,250
                                                                                                     -----------
                                                                                                         352,450
                                                                                                     -----------
                                            RESTAURANTS - 0.52%                                                  

                                      5,200 McDonald's Corp.......................................       169,650
                                      2,500 Morrison Restaurants Inc..............................        65,000
                                                                                                     -----------
                                                                                                         234,650
                                                                                                     -----------
                                            RETAIL-FOOD & DRUGS - 3.39%                                          

                                      6,000 Albertson's Inc.......................................       178,500
                                      2,600 American Stores Co....................................        61,100
                                        600 Bruno's, Inc..........................................         5,550
                                      8,200 Hannaford Bros. Co....................................       209,100
                                      4,700 Jack Eckerd Corp.(a)..................................       123,375
                                      5,100 Kroger Co.(a).........................................       120,489
                                     15,000 Rite Aid Corp. .......................................       376,875
                                     10,700 Safeway Inc.(a).......................................       343,737
                                      5,300 Stop & Shop Cos.(a)...................................       123,225
                                                                                                     -----------
                                                                                                       1,541,951
                                                                                                     -----------
                                            RETAIL STORES - 7.00%                                                

                                      3,400 Ann Taylor Stores Corp.(a)............................       113,900
                                     10,000 Circuit City Stores, Inc. ............................       225,000
                                      7,500 Consolidated Stores Corp.(a)..........................       138,750
                                      1,600 Dayton-Hudson Corp. ..................................       109,800
                                      7,200 Dollar General Corp. .................................       232,200
                                      7,200 Federated Department Stores, Inc.(a)..................       135,900
                                      5,000 Gateway 2000 Inc.(a)..................................       104,375
                                      3,000 Hechinger Co. ........................................        30,750
                                      7,500 Home Depot, Inc. .....................................       350,625
                                     12,200 Lowe's Companies, Inc. ...............................       448,350
                                      6,400 Michaels Stores, Inc.(a)..............................       211,200
                                     12,000 Office Depot, Inc.(a).................................       312,000
                                      5,100 Pep Boys - Manny, Moe & Jack..........................       166,388
                                     11,500 Sysco Corp. ..........................................       311,938
                                      1,500 Tandy Corp. ..........................................        66,375
                                      4,000 Toys "R' Us Inc.(a)...................................       117,000
                                      4,300 Viking Office Products Inc.(a)........................       111,800
                                                                                                     -----------
                                                                                                       3,186,351
                                                                                                     ----------- 
</TABLE> 
 
                                     FS-40
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                          MARKET  
                                     SHARES                                                                VALUE  
                                 ----------                                                               ------  
<C>                              <C>        <S>                                                      <C>          
                                            SCIENTIFIC INSTRUMENTS - 0.71%                                       
                                 
                                      8,800 Varian Associates, Inc. ..............................   $   324,500 
                                                                                                     ----------- 
                                            SEMICONDUCTORS - 10.01%                                              
                                 
                                      4,400 Altera Corp.(a).......................................       195,807 
                                      9,000 Analog Devices, Inc.(a)...............................       193,500 
                                     10,700 Applied Materials, Inc.(a)............................       411,950 
                                      8,400 Atmel Corp.(a)........................................       263,550 
                                      7,500 Cypress Semiconductor Corp.(a)........................       176,250 
                                      4,600 Integrated Device Technology, Inc.(a).................       138,000 
                                      3,300 Intel Corp. ..........................................       228,936 
                                      6,300 LAM Research Corp.(a).................................       236,250 
                                      4,600 Linear Technology Corp. ..............................       227,700 
                                      7,700 LSI Logic Corp.(a)....................................       327,250 
                                      6,800 Micron Technology, Inc. ..............................       300,050 
                                      7,000 Motorola, Inc. .......................................       413,874 
                                      2,600 National Semiconductor Corp.(a).......................        47,450 
                                      5,600 Novellus Systems, Inc.(a).............................       242,200 
                                     10,500 Texas Instruments Inc. ...............................       724,500 
                                      5,700 Vishay Intertechnology, Inc.(a).......................       283,575 
                                      2,500 Xilinx, Inc.(a).......................................       144,375 
                                                                                                     ----------- 
                                                                                                       4,555,217 
                                                                                                     ----------- 
                                            SHOES & RELATED APPAREL - 0.52%                                      
                                 
                                      6,200 Reebok International, Ltd. ...........................       235,600 
                                                                                                     ----------- 
                                            STEEL - 0.17%                                                        
                                 
                                      5,400 LTV Corp.(a)..........................................        75,600 
                                                                                                     ----------- 
                                            TELECOMMUNICATIONS - 5.09%                                           
                                 
                                      2,200 ADC Telecommunications, Inc.(a).......................       107,800 
                                      6,000 ALC Communications Corp.(a)...........................       174,000 
                                      9,500 DSC Communications Corp.(a)...........................       305,187 
                                      6,900 General Instrument Corp.(a)...........................       188,025 
                                      4,500 Nokia Corp. - ADR(a)..................................       329,062 
                                      4,000 Northern Telecom Ltd..................................       136,500 
                                     10,900 Scientific-Atlantic Inc...............................       219,363 
                                      1,350 Telefonaktiebolaget L.M. Ericsson.....................        72,732 
                                      9,350 Telefonaktiebolaget L.M. Ericsson-ADR.................       503,731 
                                      5,600 Tellabs, Inc.(a)......................................       278,600 
                                                                                                     ----------- 
                                                                                                       2,315,000 
                                                                                                     ----------- 
                                            TELEPHONE - 0.53%                                                    
                                 
                                      3,700 Century Telephone Enterprises, Inc. ..................       116,550 
                                      2,800 Telephone and Data Systems, Inc. .....................       122,500 
                                                                                                     ----------- 
                                                                                                         239,050 
                                                                                                     ----------- 
                                            TOBACCO - 1.55%                                                      
                                 
                                      3,900 Philip Morris Companies, Inc. ........................       232,537 
                                     40,000 RJR Nabisco Holdings Corp.(a).........................       235,000 
                                      8,000 UST, Inc. ............................................       236,000 
                                                                                                     ----------- 
                                                                                                         703,537 
                                                                                                     ----------- 
                                            Total Common Stocks...................................    35,881,249 
                                                                                                     ----------- 
</TABLE>                                
                                        
                                     FS-41
<PAGE>
 
<TABLE>
<CAPTION>

                                 PRINCIPAL                                                               MARKET
                                    AMOUNT                                                                VALUE
                                 ---------                                                               ------
                                 <C>            <S>                                                <C>
                                                U.S. TREASURY SECURITIES - 13.49%

                                 $6,203,000(b)  U.S. Treasury Bills  5.78%, 04/06/95(c)..........  $  6,140,225
                                                                                                    -----------
                                                Total U.S. Treasury Securities...................     6,140,225
                                                                                                    -----------
                                                REPURCHASE AGREEMENTS - 9.82%(d)

                                     467,312    Goldman, Sachs & Co. Inc. 5.80%, 02/01/95(e).....       467,312
                                   4,000,000    Swiss Bank Government Securities, Inc.
                                                 5.80%, 02/01/95(f)..............................     4,000,000
                                                                                                    -----------
                                                Total Repurchase Agreements......................     4,467,312
                                                                                                    -----------
                                                TOTAL INVESTMENTS - 102.18%......................    46,488,786

                                                LIABILITIES IN EXCESS OF OTHER ASSETS - (2.18)%..      (991,770)
                                                                                                    -----------
                                                NET ASSETS - 100.00%.............................   $45,497,016
                                                                                                    ===========
                                 NOTES TO SCHEDULE OF INVESTMENTS:
                                 (a) Non-income producing security.
                                 (b) A portion of the principal balance was pledged as collateral to cover margin 
                                     requirements for open futures contracts. See Note 6.
                                 (c) U.S. Treasury bills are traded on a discount basis. In such cases the interest
                                     rate shown represents the rate of discount paid or received at the time of 
                                     purchase by the Fund.
                                 (d) Collateral on repurchase agreements, including the Fund's pro-rata interest in
                                     joint repurchase agreements, is taken into possession by the Fund upon 
                                     entering into the repurchase agreement. The collateral is marked to market 
                                     daily to ensure its market value as being 102 percent of the sales
                                     price of the repurchase agreement.
                                 (e) Joint repurchase agreement entered into 01/31/95 with a maturing value of
                                     $550,371,439. Collateralized by $546,482,000 U.S. Treasury obligations,
                                     4.25% to 10.375% due 02/15/95 to 05/15/21. The aggregate market value of
                                     the collateral at 01/31/95 was $561,314,868. The Fund's pro-rata interest
                                     in the collateral at 01/31/95 was $476,528.
                                 (f) Joint repurchase agreement entered into 01/31/95 with a maturing value of
                                     $160,025,778. Collateralized by $166,659,000 U.S. Treasury obligations,
                                     0.00% due 02/16/95 to 01/11/96. The aggregate market value of the
                                     collateral at 01/31/95 was $163,218,410. The Fund's pro-rata interest in
                                     the collateral at 01/31/95 was $4,080,400.
 
 
 
 
                                 See Notes to Financial Statements.
</TABLE> 
 
                                     FS-42
<PAGE>
 

<TABLE>
<C>                               <S>                                                                 <C>           
AIM V.I. GROWTH FUND              ASSETS:                                                                           
STATEMENT OF ASSETS               Investments, at value (cost $44,740,068)........................... $46,488,786   
AND LIABILITIES                   Receivables for:                                                                  
January 31, 1995                    Investments sold.................................................   1,337,783   
                                    Dividends and interest...........................................      25,107   
                                    Variation margin.................................................      30,375   
                                  Organizational costs, net..........................................       9,400   
                                  Investment for deferred compensation plan..........................       4,357   
                                  Other assets.......................................................         156   
                                                                                                      -----------   
                                      Total assets...................................................  47,895,964   
                                                                                                      -----------   
                                  LIABILITIES:                                                                      
                                  Payables for:                                                                     
                                    Investments purchased............................................   2,320,845   
                                    Capital stock repurchased........................................      10,673   
                                    Amount due to custodian bank.....................................       8,877   
                                    Deferred compensation plan.......................................       4,357   
                                  Market value of outstanding call options (premiums received                       
                                   $9,120)...........................................................       3,725   
                                  Accrued advisory fees..............................................      25,002   
                                  Accrued directors' fees............................................       1,432   
                                  Accrued administrative service fees................................       2,120   
                                  Accrued operating expenses.........................................      21,917   
                                                                                                      -----------   
                                      Total liabilities..............................................   2,398,948   
                                                                                                      -----------   
                                  Net assets applicable to shares outstanding........................ $45,497,016   
                                                                                                      ===========   
                                  Capital shares, $.001 par value per share:                                        
                                    Authorized....................................................... 250,000,000   
                                                                                                      ===========   
                                    Outstanding......................................................   4,248,627   
                                                                                                      ===========   
                                  Net asset value, offering and redemption price per share...........      $10.71   
                                                                                                           ======    
 
 
                                  See Notes to Financial Statements.
</TABLE> 

                                     FS-43
<PAGE>
 
<TABLE> 
<C>                              <S>                                                               <C>          
  AIM V.I. GROWTH FUND           INVESTMENT INCOME:                                                             
  STATEMENT OF OPERATIONS          Dividends...................................................... $   327,328  
  For the year ended               Interest.......................................................     262,265  
  January 31, 1995                                                                                 -----------  
                                    Total investment income.......................................     589,593  
                                                                                                   -----------  
                                 EXPENSES:                                                                      
                                   Advisory fees..................................................     231,152  
                                   Custodian fees.................................................      42,537  
                                   Administrative service fees....................................      23,537  
                                   Directors' fees and expenses...................................       4,859  
                                   Professional fees..............................................      18,047  
                                   Organizational costs...........................................       2,892  
                                   Other..........................................................      14,909  
                                                                                                   -----------  
                                    Total expenses................................................     337,933  
                                                                                                   -----------  
                                 Net investment income............................................     251,660  
                                                                                                   -----------  
                                 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT SECURITIES,                  
                                  FUTURES AND OPTIONS CONTRACTS:                                                
                                 Net realized gain (loss) on:                                                   
                                   Investment securities..........................................  (1,856,155) 
                                   Futures contracts..............................................    (160,360) 
                                   Options contracts..............................................      32,962  
                                                                                                   -----------  
                                                                                                    (1,983,553) 
                                                                                                   -----------  
                                 Unrealized appreciation (depreciation) of:                                     
                                   Investment securities..........................................    (311,874) 
                                   Futures contracts..............................................     172,469  
                                   Options contracts..............................................       5,395  
                                                                                                   -----------  
                                                                                                      (134,010) 
                                                                                                   -----------  
                                 Net gain (loss) on investment securities, futures and option                   
                                  contracts.......................................................  (2,117,563) 
                                                                                                   -----------  
                                 Net increase (decrease) in net assets resulting from operations.. $(1,865,903) 
                                                                                                   ===========   

 
                                 See Notes to Financial Statements.
 
</TABLE> 

                                     FS-44
<PAGE>
 

<TABLE> 
<CAPTION> 
                                                                                          1995         1994      
                                                                                       -----------  -----------  
<C>                              <S>                                                   <C>          <C>           
AIM V.I. GROWTH FUND             OPERATIONS:                                                                      
STATEMENT OF CHANGES               Net investment income.............................. $   251,660  $    37,824   
IN NET ASSETS                      Net realized gain (loss) on sales of investment                                
For the year ended                  securities, futures and options contracts.........  (1,983,553)    (460,342)  
January 31, 1995 and the           Net unrealized appreciation (depreciation) of                                  
period May 5, 1993                  investment securities, futures and options                                    
(date operations commenced)         contracts.........................................    (134,010)   2,060,592   
through January 31, 1994                                                               -----------  -----------   
                                    Net increase (decrease) in net assets resulting                               
                                     from operations..................................  (1,865,903)   1,638,074   
                                   Net increase from capital stock transactions.......  22,469,536   23,504,992   
                                   Distributions to shareholders from net investment                              
                                    income............................................    (221,516)     (28,167)  
                                                                                       -----------  -----------   
                                    Net increase in net assets........................  20,382,117   25,114,899   
                                 NET ASSETS:                                                                      
                                   Beginning of period................................  25,114,899           --   
                                                                                       -----------  -----------   
                                   End of period...................................... $45,497,016  $25,114,899   
                                                                                       ===========  ===========   
                                 NET ASSETS CONSIST OF:                                                           
                                   Capital (par value and additional paid-in)......... $45,974,528  $23,504,992   
                                   Undistributed net investment income................      39,801        9,657   
                                   Undistributed net realized gain (loss) on sales of                             
                                    investment securities, futures and options                                    
                                    contracts ........................................  (2,443,895)    (460,342)  
                                   Unrealized appreciation of investment securities,                              
                                    futures and options contracts.....................   1,926,582    2,060,592   
                                                                                       -----------  -----------   
                                                                                       $45,497,016  $25,114,899   
                                                                                       ===========  ===========    

 
                                 See Notes to Financial Statements.
</TABLE> 

 
                                     FS-45
<PAGE>

<TABLE> 
<C>                              <S> 
AIM V.I. GROWTH FUND             NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES                                      
NOTES TO FINANCIAL                AIM Variable Insurance Funds, Inc. (the "Company"), is a Maryland corporation
STATEMENTS                       organized on January 22, 1993, and is registered under the Investment Company 
January 31, 1995                 Act of 1940 (the "1940 Act"), as amended, as an open-end, series, management  
                                 investment company consisting of nine portfolios: AIM V.I. Growth Fund, AIM   
                                 V.I. Capital Appreciation Fund, AIM V.I. Diversified Income Fund, AIM V.I.    
                                 Government Securities Fund, AIM V.I. Growth and Income Fund, AIM V.I.         
                                 International Equity Fund, AIM V.I. Money Market Fund, AIM V.I. Utilities Fund
                                 and AIM V.I. Value Fund. Matters affecting each portfolio are voted on        
                                 exclusively by the shareholders of such portfolio. The assets, liabilities and
                                 operations of each portfolio are accounted for separately. Information        
                                 presented in these financial statements pertains only to the V.I. Growth Fund 
                                 (the "Fund"). Shares of the Fund are sold only to insurance company separate  
                                 accounts to fund the benefits of variable annuity contracts.                  
                                 
                                 The following is a summary of the significant accounting policies followed by 
                                 the Fund in the presentation of its financial statements.                     
                                 A. Security Valuations - Equity securities, including warrants, that are listed
                                    on a national securities exchange or part of the NASDAQ National Market    
                                    System are valued at the last reported sales price or, in the case of over-
                                    the-counter securities or if there has been no sale that day, at the mean  
                                    between the closing bid and asked prices on that day. Securities traded in 
                                    the over-the-counter market, except (i) securities for which representative
                                    exchange prices are available, and (ii) securities reported in the NASDAQ  
                                    National Market System, are valued at the mean between representative last 
                                    bid and asked prices obtained from an electronic quotation reporting system,
                                    if such prices are available, or from established market makers. Short-term
                                    investments with remaining maturities of up to and including 60 days are   
                                    valued at amortized cost which approximates market value. Short-term       
                                    securities that mature in more than 60 days are valued at current market   
                                    quotations. Restricted and other securities and assets of the Fund are     
                                    stated at fair value as determined in good faith by, or under the authority
                                    of, the Board of Directors.                                                
                                 B. Securities Transactions, Investment Income and Distributions - Securities  
                                    transactions are accounted for on a trade date basis. Interest income is   
                                    recorded as earned from settlement date and is recorded on the accrual     
                                    basis. Dividend income and distributions to shareholders are recorded on the
                                    ex-dividend date. Realized gains or losses from securities transactions are
                                    recorded on the identified cost basis.                                     
                                 C. Federal Income Taxes - It is the Fund's policy to continue to comply with  
                                    the requirements of the Internal Revenue Code applicable to regulated      
                                    investment companies and to distribute all of its taxable income and capital
                                    gains to its shareholders. Therefore, no provision for federal income taxes
                                    is recorded in the financial statements. The Fund had capital loss         
                                    carryforwards (which may be carried forward to offset future taxable capital
                                    gains, if any) of $2,158,232, which expires, if not previously utilized,   
                                    through the year 2003.                                                     
                                 D. Expenses - Operating expenses directly attributable to a fund are charged to
                                    that fund's operations. Expenses of the Company which are not directly     
                                    attributable to the operations of any fund of the Company are allocated to 
                                    the funds to which the expense relates based upon methods approved by the  
                                    Board of Directors of the Company.                                         
                                 E. Organizational Costs - Organizational costs of $14,461 are being amortized 
                                    over five years.                                                           
                                 F. Stock Index Futures Contracts - The Fund may purchase or sell stock index  
                                    futures contracts as a hedge against changes in market conditions. Initial 
                                    margin deposits required upon entering into futures contracts are satisfied
                                    by the segregation of specific securities as collateral for the account of 
                                    the broker (the Fund's agent in acquiring the futures position). During the
                                    period the futures contracts are open, changes in the value of the contracts
                                    are recognized as unrealized gains or losses by "marking to market" on a   
                                    daily basis to reflect the market value of the contracts at the end of each
                                    day's trading. Variation margin payments are made or received depending upon
                                    whether unrealized gains or losses are incurred. When the contracts are    
                                    closed, the Fund recognizes a realized gain or loss equal to the difference
                                    between the proceeds from, or cost of, the closing transaction and the     
                                    Fund's basis in the contract. Risks include the possibility of an illiquid 
                                    market and the change in the value of the contracts may not correlate with 
                                    changes in the value of the securities being hedged.                       
                                 G. Covered Call Options - The Fund may write call options, but only on a      
                                    covered basis; that is, the Fund will own the underlying security. Options 
                                    written by the Fund normally will have expiration dates between three and  
                                    nine months from the date written. The exercise price of a call option may 
                                    be below, equal to, or above the current market value of the underlying    
                                    security at the time the option is written.                                 
</TABLE> 
 
                                     FS-46
<PAGE>
 
<TABLE> 
<C>                              <S> 
                                 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)                           
         
                                 When the Fund writes a covered call option, an amount equal to the premium      
                                 received by the Fund is recorded as an asset and an equivalent liability. The   
                                 amount of the liability is subsequently "marked-to-market" to reflect the       
                                 current market value of the option written. The current market value of a       
                                 written option is the last sale price, or in the absence of a sale, the mean    
                                 between the last bid and asked prices on that day. If a written call option     
                                 expires on the stipulated expiration date, or if the Fund enters into a         
                                 closing purchase transaction, the Fund realizes a gain (or a loss if the        
                                 closing purchase transaction exceeds the premium received when the option was   
                                 written) without regard to any unrealized gain or loss on the underlying        
                                 security, and the liability related to such option is extinguished. If a        
                                 written option is exercised, the Fund realizes a gain or a loss from the sale   
                                 of the underlying security and the proceeds of the sale are increased by the    
                                 premium originally received.                                                    
                                  A call option gives the purchaser of such option the right to buy, and the     
                                 writer (the Fund) the obligation to sell, the underlying security at the        
                                 stated exercise price during the option period. The purchaser of a call         
                                 option has the right to acquire the security which is the subject of the call   
                                 option at any time during the option period. During the option period, in       
                                 return for the premium paid by the purchaser of the option, the Fund has        
                                 given up the opportunity for capital appreciation above the exercise price      
                                 should the market price of the underlying security increase, but has retained   
                                 the risk of loss should the price of the underlying security decline. During    
                                 the option period, the Fund may be required at any time to deliver the          
                                 underlying security against payment of the exercise price. This obligation is   
                                 terminated upon the expiration of the option period or at such earlier time     
                                 at which the Fund effects a closing purchase transaction by purchasing (at a    
                                 price which may be higher than that received when the call option was           
                                 written) a call option identical to the one originally written. The Fund will   
                                 not write a covered call option if, immediately thereafter, the aggregate       
                                 value of the securities underlying all such options, determined as of the       
                                 dates such options were written, would exceed 5% of the net assets of the       
                                 Fund.                                                                           
         
                                 NOTE 2 - INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES        
         
                                  The Company has entered into a master investment advisory agreement with A I M 
                                 Advisors, Inc. ("AIM"). Under the terms of the master investment advisory       
                                 agreement, the Fund pays an advisory fee to AIM at an annual rate of 0.65% of   
                                 the first $250 million of the Fund's average daily net assets, plus 0.60% of    
                                 the Fund's average daily net assets in excess of $250 million.                  
         
                                  Pursuant to a master administrative services agreement between the Company and 
                                 AIM, with respect to the Fund, the Company has agreed to reimburse certain      
                                 administrative costs incurred in providing accounting services to the Fund.     
                                 During the year ended January 31, 1995, AIM was reimbursed $23,537 for such     
                                 services.                                                                       
         
                                  The Company has entered into a master distribution agreement with A I M        
                                 Distributors, Inc. ("AIM Distributors") to serve as the distributor for the     
                                 Fund.                                                                           
         
                                  Certain officers and directors of the Company are officers of AIM and AIM      
                                 Distributors.                                                                   
         
                                  The Fund incurred legal fees of $3,250 for services rendered by Reid & Priest  
                                 as counsel to the Company's directors. Effective September 1994, the firm of    
                                 Kramer, Levin, Naftalis, Nessen, Kamin & Frankel was appointed as counsel to    
                                 the Board of Directors. The Fund paid legal fees of $421 for services rendered  
                                 by that firm as counsel. A member of that firm is a director of the Company     
                                 and, prior to September 1994 was a member of Reid & Priest.                     
         
                                 NOTE 3 - DIRECTORS' FEES                                                        
         
                                  Directors' fees represent remuneration paid or accrued to each director who is 
                                 not an "interested person" of the Company. The Company may invest directors'    
                                 fees, if so elected by a director, in mutual fund shares in accordance with a   
                                 deferred compensation plan.                                                      

</TABLE> 
 
                                     FS-47
<PAGE>
 
<TABLE> 
<C>                              <S> 
                                 NOTE 4 - INVESTMENT SECURITIES                                                         
                                                                                                                        
                                  The aggregate amount of investment securities (other than short-term                  
                                 securities) purchased and sold by the Fund during the year ended January 31,           
                                 1995 was $67,483,468 and $53,728,294, respectively.                                    
                                                                                                                        
                                  The amount of unrealized appreciation (depreciation) of investment securities         
                                 on a tax basis as of January 31, 1995 is as follows:                                   
</TABLE> 
<TABLE>
<C>                              <S>                                                                  <C>               
                                 Aggregate unrealized appreciation of investment securities.......... $2,572,414        
                                 Aggregate unrealized (depreciation) of investment securities........   (873,642)       
                                                                                                      ----------        
                                 Net unrealized appreciation of investment securities................ $1,698,772        
                                                                                                      ==========        
</TABLE>
<TABLE> 
<C>                              <S>                                                                            
                                  Cost of investments for tax purposes is $44,790,014.                                  
                                                                                                                        
                                 NOTE 5 - CAPITAL STOCK                                                                 
                                                                                                                        
                                  Changes in capital stock outstanding during the year ended January 31, 1995           
                                 and the period May 5, 1993 (date operations commenced) through January 31, 1994        
                                 were as follows:                                                                       
</TABLE> 
        
<TABLE>
<CAPTION>
                                                                         1995                    1994                   
                                                                 ----------------------  ----------------------         
                                                                  Shares      Amount      Shares      Amount            
                                                                 ---------  -----------  ---------  -----------         
<C>                              <S>                             <C>        <C>          <C>        <C>                 
                                 Sold........................... 2,275,155  $24,585,827  2,169,494  $23,523,159         
                                 Issued as reinvestment of                                                              
                                  distributions.................    21,037      221,516      2,603       28,168         
                                 Reacquired.....................  (215,349)  (2,337,807)    (4,313)     (46,335)        
                                                                 ---------  -----------  ---------  -----------         
                                                                 2,080,843  $22,469,536  2,167,784  $23,504,992         
                                                                 =========  ===========  =========  ===========         
</TABLE>
<TABLE>
<C>                              <S>                                                                            
                                 NOTE 6 - OPEN FUTURES CONTRACTS                                                        
                                                                                                                        
                                  On January 31, 1995, $301,000 principal amount of U.S. Treasury Bills were            
                                 pledged as collateral to cover margin requirements for open futures contracts.         
                                                                                                                        
                                  Open futures contracts at January 31, 1995 were as follows:                           
</TABLE> 
       
<TABLE>
<CAPTION>
                                                                                                      Unrealized        
                                 Contract                          No. of Contracts/Month/Commitment Appreciation       
                                 --------                          --------------------------------- ------------       
<C>                              <S>                               <C>                               <C>                
                                 S&P 500 index....................      27 contracts/March/Buy         $172,469         
</TABLE>
<TABLE>
<C>                              <S>                                                                            
                                 NOTE 7 - OPEN COVERED CALL OPTIONS CONTRACTS WRITTEN                                   
                                                                                                                        
                                  Open covered call option contracts written at January 31, 1995 were as                
                                 follows:                                                                               
</TABLE> 
<TABLE>
<CAPTION>
                                                                                              Market                    
                                                                                               Value                    
                                                                         Number of Premium  January 31,  Unrealized     
                                 Issuer                      Contract    Contracts Received    1995     Appreciation    
                                 ------                    ------------- --------- -------- ----------- ------------    
<C>                              <S>                       <C>           <C>       <C>      <C>         <C>             
                                 Applied Materials, Inc..  Apr. 50 Calls     13     $2,368    $  894       $1,474       
                                 Cabletron Systems, Inc..  Apr. 55 Calls      4        788        37          751       
                                 Coca-Cola Co. (The).....  May 55 Calls      20      2,711     2,250          461       
                                 Home Depot, Inc.........  Feb. 50 Calls     29      3,253       544        2,709       
                                                                            ---     ------    ------       ------       
                                                                             66      9,120     3,725        5,395       
                                                                            ---     ------    ------       ------       
</TABLE>
 
                                     FS-48
<PAGE>
 
<TABLE> 
<C>                              <S> 
                                 NOTE 8 - FINANCIAL HIGHLIGHTS                                                      
                                                                                                                    
                                  Shown below are the condensed financial highlights for a share outstanding of     
                                 the Fund during the year ended January 31, 1995 and the period May 5, 1993         
                                 (date operations commenced) through January 31, 1994.                              
</TABLE>
<TABLE>
<CAPTION>
                                                                                            1995        1994         
                                                                                          -------     -------       
<C>                              <S>                                                      <C>         <C>           
                                 Net asset value, beginning of period...................  $ 11.59     $ 10.00       
                                 Income from investment operations:                                                 
                                   Net investment income................................     0.06        0.02       
                                   Net gains (losses) on securities (both realized and                              
                                    unrealized).........................................    (0.88)       1.59       
                                                                                          -------     -------       
                                    Total from investment operations....................    (0.82)       1.61       
                                                                                          -------     -------       
                                 Less distributions:                                                                
                                   Dividends from net investment income.................    (0.06)      (0.02)      
                                                                                          -------     -------       
                                 Net asset value, end of period.........................  $ 10.71     $ 11.59       
                                                                                          =======     =======       
                                 Total return...........................................    (7.11)%     16.07%(a)   
                                                                                          =======     =======       
                                 Ratios/supplemental data:                                                          
                                 Net assets, end of period (000s omitted)...............  $45,497     $25,115       
                                                                                          =======     =======       
                                 Ratio of expenses to average net assets................     0.95%(b)    0.85%(c)   
                                                                                          =======     =======       
                                 Ratio of net investment income to average net assets...     0.71%(b)    0.51%(c)   
                                                                                          =======     =======       
                                 Portfolio turnover rate................................      179%         99%      
                                                                                          =======     =======       
                                 ------                                                                             
                                 (a) Total return is not annualized.                                                
                                 (b) Ratios are based on average net assets of $35,561,827.                         
                                 (c) Ratios are annualized and based on average net assets of $9,997,693.           
                                     Annualized ratios of expenses and net investment income (loss) to average      
                                     net assets prior to waiver of advisory fees are 1.50% and (0.14)%,             
                                     respectively.                                                                  
</TABLE>
 
                                     FS-49
<PAGE>

REPORT OF                        To the Shareholders and Board of Directors
INDEPENDENT                      AIM Variable Insurance Funds, Inc.    
CERTIFIED PUBLIC                                                       
ACCOUNTANTS                      We have audited the accompanying statement of
                                 assets and liabilities of AIM V.I. Growth and
                                 Income Fund, a series of shares of common stock
                                 of AIM Variable Insurance Funds, Inc. including
                                 the schedule of investments as of January 31,
                                 1995, the related statement of operations and
                                 the statement of changes in net assets and
                                 financial highlights for the period May 2, 1994
                                 (commencement of operations) through January
                                 31, 1995. These financial statements and
                                 financial highlights are the responsibility of
                                 the Fund's management. Our responsibility is to
                                 express an opinion on these financial
                                 statements and financial highlights based on
                                 our audit.

                                 We conducted our audit in accordance with
                                 generally accepted auditing standards. Those
                                 standards require that we plan and perform the
                                 audit to obtain reasonable assurance about
                                 whether the financial statements and financial
                                 highlights are free of material misstatement.
                                 An audit includes examining, on a test basis,
                                 evidence supporting the amounts and disclosures
                                 in the financial statements. Our procedures
                                 included confirmation of securities owned as of
                                 January 31, 1995, by correspondence with the
                                 custodian and brokers. Where brokers did not
                                 reply to our confirmation requests, we carried
                                 out other appropriate auditing procedures. An
                                 audit also includes assessing the accounting
                                 principles used and significant estimates made
                                 by management, as well as evaluating the
                                 overall financial statement presentation. We
                                 believe that our audit provides a reasonable
                                 basis for our opinion.

                                 In our opinion, the financial statements and
                                 financial highlights referred to above present
                                 fairly, in all material respects, the financial
                                 position of AIM V.I. Growth and Income Fund, as
                                 of January 31, 1995, the results of its
                                 operations and the changes in its net assets
                                 and the financial highlights for the period May
                                 2, 1994 through January 31, 1995, in conformity
                                 with generally accepted accounting principles.

                                                         TAIT, WELLER & BAKER 
                                                   
                                 Philadelphia, Pennsylvania 
                                 February 24, 1995 


 
                                     FS-50
<PAGE>


<TABLE> 
<CAPTION> 
<C>                                   <C>   <S>                                                      <C>             
AIM V.I. GROWTH AND                                                                                        MARKET   
INCOME FUND                          SHARES                                                                 VALUE   
SCHEDULE OF INVESTMENTS              ------                                                                ------  
January 31, 1995         
                                            COMMON STOCKS - 86.26%  
                                                                    
                                            APPLIANCES - 0.28%      
                                                                    
                                        500 Premark International Inc.............................   $    20,563   
                                                                                                     -----------   
                                            AUTOMOBILE-MANUFACTURERS - 0.49%                                       
                                                                                                                   
                                        800 Chrysler Corp.........................................        36,000   
                                                                                                     -----------   
                                            AUTOMOBILE/TRUCKS PARTS & TIRES - 0.59%                                
                                                                                                                   
                                      1,200 Dana Corp.............................................        26,700   
                                        500 Echlin Inc............................................        16,500   
                                                                                                     -----------   
                                                                                                          43,200   
                                                                                                     -----------   
                                            BANKING - 1.71%                                                        
                                                                                                                   
                                      1,200 Bank of Boston Corp...................................        33,600   
                                        800 Bank of New York Co., Inc.............................        24,000   
                                        600 First Interstate Bancorp..............................        44,400   
                                        700 Mellon Bank Corp......................................        24,500   
                                                                                                     -----------   
                                                                                                         126,500   
                                                                                                     -----------   
                                            BANKING (MONEY CENTER) - 1.19%                                         
                                                                                                                   
                                      1,000 Chemical Banking Corp.................................        38,875   
                                      1,200 Citicorp..............................................        48,750   
                                                                                                     -----------   
                                                                                                          87,625   
                                                                                                     -----------   
                                            BEVERAGES - 1.85%                                                      
                                                                                                                   
                                      1,200 Coca-Cola Co. (The)...................................        63,000   
                                      2,000 PepsiCo Inc...........................................        73,750   
                                                                                                     -----------   
                                                                                                         136,750   
                                                                                                     -----------   
                                            BIOTECHNOLOGY - 0.34%                                                  
                                                                                                                   
                                        400 Amgen Inc.(a).........................................        25,450   
                                                                                                     -----------   
                                            BUILDING MATERIALS - 0.39%                                             
                                                                                                                   
                                      1,200 Black & Decker Corp. (The)............................        28,800   
                                                                                                     -----------   
                                            BUSINESS SERVICES - 3.30%                                              
                                                                                                                   
                                      1,000 Block (H&R), Inc......................................        35,750   
                                      1,000 Diebold, Inc..........................................        34,375   
                                      2,400 Equifax Inc...........................................        68,100   
                                      1,000 Manpower Inc..........................................        25,500   
                                        800 Olsten Corp...........................................        26,500   
                                      1,200 Sensormatic Electronics Corp. ........................        34,950   
                                        500 Value Health, Inc.(a).................................        18,312   
                                                                                                     -----------   
                                                                                                         243,487   
                                                                                                     -----------   
                                            CHEMICALS - 1.90%                                                      
                                                                                                                   
                                        500 Dow Chemical Co.......................................        31,187   
                                      1,200 Hanna (M.A.) Co.......................................        28,950   
                                      1,000 PPG Industries, Inc...................................        35,125   
                                        600 Rohm & Haas Co........................................        32,550   
                                        500 Union Carbide Corp....................................        12,750   
                                                                                                     -----------   
                                                                                                         140,562   
                                                                                                     -----------   
                                            CHEMICALS (SPECIALTY) - 0.37%                                          
                                                                                                                   
                                        400 Air Products & Chemicals, Inc.........................        17,850   
                                        300 Georgia Gulf Corp.....................................         9,300   
                                                                                                     -----------   
                                                                                                          27,150   
                                                                                                     -----------    
      
</TABLE>
 
                                     FS-51
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                           MARKET   
                                      SHARES                                                                VALUE   
                                  ----------                                                               ------   
<C>                               <C>        <S>                                                      <C>           
                                             COMPUTER MAINFRAMES - 2.35%                                            
                                                                                                                    
                                       2,400 International Business Machines Corp..................   $   173,100   
                                                                                                      -----------   
                                             COMPUTER MINI/PC - 0.91%                                               
                                                                                                                    
                                       1,000 Apple Computer, Inc...................................        40,375   
                                         800 Digital Equipment Corp.(a)............................        27,100   
                                                                                                      -----------   
                                                                                                           67,475   
                                                                                                      -----------   
                                             COMPUTER NETWORKING - 1.83%                                            
                                                                                                                    
                                         700 Bay Networks, Inc.(a).................................        20,562   
                                         800 Cabletron Systems, Inc.(a)............................        30,200   
                                         400 Cisco Systems, Inc.(a)................................        13,350   
                                       2,600 General Instrument Corp...............................        70,850   
                                                                                                      -----------   
                                                                                                          134,962   
                                                                                                      -----------   
                                             COMPUTER PERIPHERALS - 1.06%                                           
                                                                                                                    
                                       1,500 Adaptec, Inc.(a)......................................        41,062   
                                         400 EMC Corp.(a)..........................................         7,450   
                                         700 Oracle Systems Corp.(a)...............................        29,837   
                                                                                                      -----------   
                                                                                                           78,349   
                                                                                                      -----------   
                                             COMPUTER SOFTWARE/SERVICES - 4.50%                                     
                                                                                                                    
                                       2,000 Acclaim Entertainment, Inc.(a)........................        28,125   
                                         500 Adobe Systems, Inc....................................        14,468   
                                       1,000 Autodesk Inc..........................................        33,125   
                                         700 Computer Associates International, Inc................        34,912   
                                       2,000 General Motors Corp. - Class E........................        77,500   
                                         600 Lotus Development Corp.(a)............................        26,775   
                                         600 Microsoft Corp.(a)....................................        35,625   
                                       1,000 Silicon Graphics, Inc.(a).............................        31,250   
                                       1,400 Sterling Software, Inc.(a)............................        50,050   
                                                                                                      -----------   
                                                                                                          331,830   
                                                                                                      -----------   
                                             CONGLOMERATES - 2.20%                                                  
                                                                                                                    
                                         800 Allied Signal Inc.....................................        28,600   
                                         800 Du Pont (E.I.) de Nemours & Co........................        42,600   
                                         400 ITT Corp..............................................        35,800   
                                         600 Olin Corp.............................................        29,850   
                                         400 TRW Inc...............................................        25,650   
                                                                                                      -----------   
                                                                                                          162,500   
                                                                                                      -----------   
                                             CONTAINERS - 0.29%                                                     
                                                                                                                    
                                         700 Ball Corp.............................................        21,350   
                                                                                                      -----------   
                                             COSMETICS & TOILETRIES - 4.49%                                         
                                                                                                                    
                                       1,000 Avon Products, Inc....................................        57,125   
                                         500 Clorox Co.............................................        29,312   
                                         700 Colgate-Palmolive Co..................................        44,012   
                                       1,000 Gillette Co. (The)....................................        76,875   
                                       1,500 Procter & Gamble Co...................................        97,875   
                                         600 Tambrands Inc.........................................        26,025   
                                                                                                      -----------   
                                                                                                          331,224   
                                                                                                      -----------   
                                             ELECTRIC SERVICES - 0.27%                                              
                                                                                                                    
                                         500 Houston Industries Inc................................        19,937   
                                                                                                      -----------    
</TABLE>
 
                                     FS-52
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                          MARKET  
                                     SHARES                                                                VALUE  
                                 ----------                                                               ------  
<C>                               <C>        <S>                                                       <C>          
                                             ELECTRONIC COMPONENTS - 4.06%                                          

                                         600 Emerson Electric Corp..................................   $   37,800   
                                       2,000 General Electric Co....................................      103,000   
                                       1,200 General Signal Corp....................................       41,700   
                                         400 Parker - Hannifin Corp.................................       18,850   
                                       1,200 Philips Electronics N.V. - New York Shares - ADR.......       37,800   
                                         400 Symbol Technologies, Inc...............................       10,400   
                                       1,000 Tektronix, Inc.........................................       33,375   
                                       1,200 Westinghouse Electric Corp.............................       16,800   
                                                                                                       ----------   
                                                                                                          299,725   
                                                                                                       ----------   
                                             ELECTRONIC/DEFENSE - 0.42%                                             

                                         800 Loral Corp.............................................       31,100   
                                                                                                       ----------   
                                             ELECTRONIC/PC DISTRIBUTORS - 0.60%                                     

                                       1,200 Avnet, Inc.............................................       44,400   
                                                                                                       ----------   
                                             FINANCE (ASSET MANAGEMENT) - 0.77%                                     

                                         400 First Financial Management Corp........................       24,700   
                                         400 Marsh & McLennan Companies, Inc........................       31,900   
                                                                                                       ----------   
                                                                                                           56,600   
                                                                                                       ----------   
                                             FINANCE (CONSUMER CREDIT) - 3.27%                                      

                                       1,000 American Express Co....................................       31,500   
                                         600 Beneficial Corp........................................       24,075   
                                         600 Federal Home Loan Mortgage Corp........................       33,600   
                                         500 Federal National Mortgage Association..................       35,750   
                                         800 Household International Inc............................       32,500   
                                       1,200 MBNA Corp..............................................       30,600   
                                       1,000 Student Loan Marketing Association.....................       37,375   
                                         400 SunAmerica, Inc........................................       15,800   
                                                                                                       ----------   
                                                                                                          241,200   
                                                                                                       ----------   
                                             FOOD/PROCESSING - 0.90%                                                

                                         400 IBP, Inc...............................................       11,950   
                                         800 Nabisco Holdings Corp.(a)..............................       22,600   
                                       1,200 Sara Lee Corp..........................................       31,650   
                                                                                                       ----------   
                                                                                                           66,200   
                                                                                                       ----------   
                                             FUNERAL SERVICES - 0.54%                                               

                                       1,400 Service Corp. International............................       40,075   
                                                                                                       ----------   
                                             INSURANCE (LIFE & HEALTH) - 0.47%                                      

                                         600 Bankers Life Holding Corp..............................       12,375   
                                         600 Lincoln National Corp..................................       21,900   
                                                                                                       ----------   
                                                                                                           34,275   
                                                                                                       ----------   
                                             INSURANCE (MULTI-LINE PROPERTY) - 0.93%                                

                                         600 Aetna Life & Casualty Co...............................       29,700   
                                       1,600 Allstate Corp. (The)...................................       38,600   
                                                                                                       ----------   
                                                                                                           68,300   
                                                                                                       ----------    
                                                                                    
</TABLE>
 
                                     FS-53
<PAGE>

<TABLE>
<CAPTION>
                                                                                                          MARKET  
                                     SHARES                                                                VALUE  
                                 ----------                                                               ------  
<C>                              <C>        <S>                                                      <C>          
                                            LEISURE & RECREATION - 2.24%                                          

                                      1,200 Brunswick Corp........................................   $    23,550  
                                      1,000 Carnival Cruise Lines, Inc............................        21,000  
                                        800 Eastman Kodak Co......................................        39,200  
                                      1,500 Mattel, Inc...........................................        30,937  
                                      1,000 Walt Disney Co. (The).................................        50,875  
                                                                                                     -----------  
                                                                                                         165,562  
                                                                                                     -----------  
                                            MACHINERY TOOLS - 0.44%                                               

                                      1,400 Cincinnati Milacron, Inc..............................        32,200  
                                                                                                     -----------  
                                            MACHINERY (HEAVY) - 1.80%                                             

                                      1,200 Case Corp.............................................        27,150  
                                        600 Caterpillar, Inc......................................        30,900  
                                        600 Clark Equipment Co.(a)................................        32,175  
                                        400 Deere & Co............................................        28,500  
                                        600 Trinova Corp..........................................        14,175  
                                                                                                     -----------  
                                                                                                         132,900  
                                                                                                     -----------  
                                            MACHINERY (MISCELLANEOUS) - 0.60%                                     

                                      1,000 Thermo Electron Corp.(a)..............................        44,625  
                                                                                                     -----------  
                                            MEDICAL (DRUGS) - 6.86%                                               

                                      2,800 Abbott Laboratories...................................        99,050  
                                        600 Elan Corp. PLC - ADR(a)...............................        21,150  
                                      2,000 Glaxo Holdings PLC - ADR..............................        39,250  
                                        800 Ivax Corp.............................................        16,800  
                                      2,000 Johnson & Johnson.....................................       116,250  
                                      1,500 Pfizer Inc............................................       122,625  
                                        800 Schering - Plough Corp................................        62,800  
                                      1,100 Teva Pharmaceuticals Industries Ltd. - ADR............        28,325  
                                                                                                     -----------  
                                                                                                         506,250  
                                                                                                     -----------  
                                            MEDICAL SERVICES - 5.34%                                              

                                        800 American Home Products Corp...........................        56,100  
                                        300 Baxter International Inc..............................         8,850  
                                      1,000 Columbia Healthcare Corp..............................        40,125  
                                        800 Horizon Healthcare Corp.(a)...........................        21,200  
                                      1,500 Humana Inc.(a)........................................        34,312  
                                        800 Integrated Health Services, Inc.......................        30,000  
                                      1,600 Mid Atlantic Medical Services, Inc.(a)................        38,000  
                                      1,000 Quantum Health Resources, Inc.(a).....................        30,375  
                                        800 St. Jude Medical Inc..................................        30,400  
                                        600 Vencor, Inc...........................................        18,300  
                                      1,000 Ventritex, Inc.(a)....................................        27,000  
                                      1,300 U.S. Healthcare, Inc..................................        59,475  
                                                                                                     -----------  
                                                                                                         394,137  
                                                                                                     -----------  
                                            METALS - 0.97%                                                        

                                        500 Aluminum Company of America...........................        39,312  
                                        800 Illinois Tool Works, Inc..............................        32,200  
                                                                                                     -----------  
                                                                                                          71,512  
                                                                                                     -----------  
                                            OFFICE AUTOMATION - 1.48%                                             

                                      1,000 Xerox Corp............................................       109,375  
                                                                                                     -----------   
                                                                                   
</TABLE>
 
                                     FS-54
<PAGE>

<TABLE>
<CAPTION>
                                                                                                          MARKET  
                                     SHARES                                                                VALUE  
                                 ----------                                                               ------  
<C>                              <C>        <S>                                                      <C>          
                                            OIL & GAS - 3.20%                                                     
                                                                                                                  
                                        400 Atlantic Richfield Co.................................   $    42,600  
                                      1,000 Exxon Corp............................................        62,500  
                                      1,000 Mobil Corp............................................        86,375  
                                        400 Royal Dutch Petroleum Co. - ADR.......................        44,750  
                                                                                                     -----------  
                                                                                                         236,225  
                                                                                                     -----------  
                                            OIL EQUIPMENT & SUPPLIES - 0.85%                                      
                                                                                                                  
                                      1,300 Halliburton Co........................................        47,125  
                                        600 McDermott International, Inc..........................        15,450  
                                                                                                     -----------  
                                                                                                          62,575  
                                                                                                     -----------  
                                            PAPER & FOREST PRODUCTS - 0.50%                                       
                                                                                                                  
                                        400 Albany International Corp.............................         7,150  
                                        600 Mead Corp. (The)......................................        29,925  
                                                                                                     -----------  
                                                                                                          37,075  
                                                                                                     -----------  
                                            POLLUTION CONTROL - 1.05%                                             
                                                                                                                  
                                      1,400 Browning-Ferris Industries, Inc.......................        43,400  
                                      1,200 WMX Technologies Inc..................................        34,050  
                                                                                                     -----------  
                                                                                                          77,450  
                                                                                                     -----------  
                                            RETAIL (FOOD & DRUGS) - 0.34%                                         
                                                                                                                  
                                      1,000 Rite Aid Corp. .......................................        25,125  
                                                                                                     -----------  
                                            RETAIL STORES - 2.17%                                                 
                                                                                                                  
                                      1,200 Circuit City Stores, Inc. ............................        27,000  
                                      1,600 Home Depot, Inc. .....................................        74,800  
                                        800 Lowe's Companies, Inc. ...............................        29,400  
                                      1,000 Toys "R' Us Inc.(a)...................................        29,250  
                                                                                                     -----------  
                                                                                                         160,450  
                                                                                                     -----------  
                                            SCIENTIFIC INSTRUMENTS - 0.55%                                        
                                                                                                                  
                                      1,100 Varian Associates, Inc. ..............................        40,562  
                                                                                                     -----------  
                                            SEMICONDUCTORS - 6.73%                                                
                                                                                                                  
                                      1,200 Applied Materials, Inc.(a)............................        46,200  
                                        500 Atmel Corp............................................        15,687  
                                      1,400 Intel Corp. ..........................................        97,125  
                                        800 LAM Research Corp.(a).................................        30,000  
                                      1,000 LSI Logic Corp.(a)....................................        42,500  
                                      1,000 Micron Technology, Inc. ..............................        44,125  
                                      1,400 Motorola, Inc. .......................................        82,775  
                                        600 Solectron Corp.(a)....................................        14,325  
                                      1,800 Texas Instruments Inc. ...............................       124,200  
                                                                                                     -----------  
                                                                                                         496,937  
                                                                                                     -----------  
                                            TELECOMMUNICATIONS - 3.87%                                            
                                                                                                                  
                                        600 Airtouch Communications(a)............................        16,500  
                                      1,000 ALC Communications Corp.(a)...........................        29,000  
                                      1,200 American Telephone and Telegraph Co...................        59,850  
                                      1,000 DSC Communications Corp.(a)...........................        32,125  
                                      1,600 ECI Telecom Ltd.......................................        22,500  
                                      1,000 Northern Telecom Ltd..................................        34,125  
                                      1,700 Telefonaktiebolaget L.M. Ericsson - ADR...............        91,587  
                                                                                                     -----------  
                                                                                                         285,687  
                                                                                                     -----------   
                                                                                  
</TABLE>
 
                                     FS-55
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                          MARKET  
                                     SHARES                                                                VALUE  
                                 ----------                                                               ------  
<C>                              <C>        <S>                                                       <C>         
                                            TELEPHONE - 2.28%                                                     

                                        600 ALLTEL Corp. ..........................................   $   17,025  
                                      1,200 Ameritech Corp.........................................       52,650  
                                      1,400 GTE Corp...............................................       47,425  
                                      1,200 Southwestern Bell Corp.................................       51,158  
                                                                                                      ----------  
                                                                                                         168,258  
                                                                                                      ----------  
                                            TEXTILES - 0.33%                                                      

                                        500 VF Corp. ..............................................       24,062  
                                                                                                      ----------  
                                            TOBACCO - 2.22%                                                       

                                      2,000 Philip Morris Companies, Inc. .........................      119,250  
                                      1,500 UST, Inc...............................................       44,250  
                                                                                                      ----------  
                                                                                                         163,500  
                                                                                                      ----------  
                                            TRUCKING - 0.17%                                                      

                                        600 Consolidated Freightways, Inc. ........................       12,525  
                                                                                                      ----------  
                                            Total Common Stocks....................................    6,365,681  
                                                                                                      ----------  
                                            PREFERRED STOCKS - 5.25%                                              

                                            AUTOMOBILE - MANUFACTURERS - 1.29%                                    

                                        600 Ford Motor Co. - Series A, $4.20 Conv. Pfd.............       49,275  
                                        800 General Motors Corp. - Series C, $3.25 Conv. Pfd.......       45,900  
                                                                                                      ----------  
                                                                                                          95,175  
                                                                                                      ----------  
                                            BANKING - 0.50%                                                       

                                        700 Bankamerica Corp. - Series G, $3.25 Conv. Pfd..........       37,012  
                                                                                                      ----------  
                                            COMPUTER SOFTWARE/SERVICES - 0.56%                                    

                                        600 Ceridian Corp.  - $2.75 Conv. Pfd......................       41,325  
                                                                                                      ----------  
                                            CONGLOMERATES - 0.26%                                                 

                                        400 Corning Delaware LP - $3.00 Conv. Pfd..................       19,550  
                                                                                                      ----------  
                                            FINANCE (CONSUMER CREDIT) - 0.48%                                     

                                        600 First USA - $1.99 Conv. Pfd............................       19,800  
                                        400 SunAmerica, Inc. - Series D, $2.78 Conv. Pfd...........       15,801  
                                                                                                      ----------  
                                                                                                          35,601  
                                                                                                      ----------  
                                            MACHINERY (HEAVY) - 0.32%                                             

                                        400 Agco Corp.  - $1.625 Conv. Pfd.........................       23,300  
                                                                                                      ----------  
                                            MEDICAL SERVICES - 0.44%                                              

                                        400 Beverly Enterprises, Inc. - $2.75 Conv. Pfd............       22,800  
                                        400 FHP International Corp. - Series A, $1.25 Conv. Pfd....        9,650  
                                                                                                      ----------  
                                                                                                          32,450  
                                                                                                      ----------  
                                            OIL & GAS - 0.38%                                                     

                                        600 Atlantic Richfield Co. - $2.2275 Conv. Pfd.............       14,100  
                                        300 USX Corp. - $3.25 Conv. Pfd............................       13,837  
                                                                                                      ----------  
                                                                                                          27,937  
                                                                                                      ----------  
                                            SEMICONDUCTORS - 0.46%                                                

                                        500 National Semiconductor Corp. - $3.25 Conv. Pfd.........       34,250  
                                                                                                      ----------  
                                            STEEL - 0.22%                                                         

                                        600 AK Steel Holding Corp. - $2.1525 Conv. Pfd. SAILS......       16,350  
                                                                                                      ----------   
                                                                                   
</TABLE>
 
                                     FS-56
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                          MARKET  
                                     SHARES                                                                VALUE  
                                 ----------                                                               ------  
<C>                              <C>        <S>                                                      <C>          
                                            TELECOMMUNICATIONS - 0.34%                                            
                                 
                                        800 LCI International Inc. - $1.25 Conv. Pfd..............   $    24,700  
                                                                                                     -----------  
                                            Total Preferred Stocks................................       387,650  
                                                                                                     -----------  
<CAPTION> 
                                  PRINCIPAL                                                                       
                                     AMOUNT                                                                       
                                  ---------                                                                       
<C>                              <C>        <S>                                                      <C>          
                                            REPURCHASE AGREEMENT(b) - 8.01%                                       
                                 
                                 $  591,404 Goldman, Sachs & Co. Inc.                                             
                                             5.80%, 02/01/95(c)...................................       591,404  
                                                                                                     -----------  
                                            Total Repurchase Agreement............................       591,404  
                                                                                                     -----------  
                                            TOTAL INVESTMENTS - 99.52%............................     7,344,735  
                                 
                                            OTHER ASSETS LESS LIABILITIES - 0.48%.................        35,411  
                                                                                                     -----------  
                                            NET ASSETS - 100.00%..................................   $ 7,380,146  
                                                                                                     ===========   
                                                                                  
                                 Abbreviations:                                                                    
                                 Conv. - Convertible                                                               
                                 DECS - Debt Exchangeable for Common Stock                                         
                                 Pfd. - Preferred Stock                                                            
                                 PRIDES - Preferred Redeemable Increased Dividend Equity Securities                
                                 SAILS - Stock Appreciation Income Linked Securities                               
                                                                                                                   
                                 NOTES TO SCHEDULE OF INVESTMENTS:                                                 
                                 (a) Non-income producing security.                                                
                                 (b) Collateral on repurchase agreements, including the Fund's pro-rata interest   
                                     in joint repurchase agreements, is taken into possession by the Fund upon     
                                     entering into the repurchase agreement. The collateral is marked to market    
                                     daily to ensure its market value as being 102 percent of the sales price of   
                                     the repurchase agreement.                                                     
                                 (c) Joint repurchase agreement entered into 01/31/95 with a maturing value of     
                                     $550,371,439. Collateralized by $546,482,000 U.S. Treasury obligations,       
                                     4.25% to 10.375% due 02/15/95 to 05/15/21. The aggregate market value of      
                                     the collateral at 01/31/95 was $561,314,868. The Fund's pro-rata interest     
                                     in the collateral at 01/31/95 was $603,261.                                   
                                                                                                                   
                                                                                                                   
                                                                                                                   
                                 See Notes to Financial Statements.                                                 
 
</TABLE> 

                                     FS-57
<PAGE>

<TABLE> 
<C>                              <S>                                                                 <C> 
AIM V.I. GROWTH AND              ASSETS:                                                                           
INCOME FUND                      Investments, at value (cost $7,270,539)............................ $ 7,344,735   
STATEMENT OF ASSETS              Receivables for:                                                                  
AND LIABILITIES                    Investments sold.................................................     380,510   
January 31, 1995                   Dividends and interest...........................................      11,345   
                                 Investment for deferred compensation plan..........................       1,279   
                                                                                                     -----------   
                                     Total assets...................................................   7,737,869   
                                                                                                     -----------   
                                 LIABILITIES:                                                                      
                                 Payables for:                                                                     
                                   Investments purchased............................................     349,848   
                                   Capital stock reacquired.........................................         236   
                                   Deferred compensation plan.......................................       1,279   
                                 Accrued directors' fees............................................       1,407   
                                 Accrued administrative service fees................................       2,053   
                                 Accrued operating expenses.........................................       2,900   
                                                                                                     -----------   
                                     Total liabilities..............................................     357,723   
                                                                                                     -----------   
                                 Net assets applicable to shares outstanding........................ $ 7,380,146   
                                                                                                     ===========   
                                 Capital shares, $.001 par value per share:                                        
                                   Authorized....................................................... 250,000,000   
                                                                                                     ===========   
                                   Outstanding......................................................     739,467   
                                                                                                     ===========   
                                 Net asset value, offering and redemption price per share...........       $9.98   
                                                                                                           =====   
                                                                                                                   
                                                                                                                   
                                 See Notes to Financial Statements.                                                 
</TABLE> 
 
                                     FS-58
<PAGE>
 
<TABLE> 
<C>                              <S>                                                                   <C>         
AIM V.I. GROWTH AND              INVESTMENT INCOME:                                                                 
INCOME FUND                        Dividends.......................................................... $  73,452    
STATEMENT OF OPERATIONS            Interest...........................................................    23,280    
For the period May 2, 1994                                                                             ---------    
(date operations commenced)         Total investment income...........................................    96,732    
through January 31, 1995                                                                               ---------    
                                 EXPENSES:                                                                          
                                   Advisory fees......................................................    20,806    
                                   Custodian fees.....................................................     9,633    
                                   Administrative service fees........................................    13,596    
                                   Directors' fees and expenses.......................................     3,666    
                                   Professional fees..................................................     6,841    
                                   Other..............................................................       505    
                                                                                                       ---------    
                                    Total expenses....................................................    55,047    
                                 Less expenses assumed by advisor.....................................   (20,806)   
                                                                                                       ---------    
                                    Net expenses......................................................    34,241    
                                                                                                       ---------    
                                 Net investment income................................................    62,491    
                                                                                                       ---------    
                                 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT SECURITIES:                      
                                   Net realized gain (loss) on sales of investment securities.........  (106,189)   
                                   Unrealized appreciation of investment securities...................    74,196    
                                                                                                       ---------    
                                 Net gain (loss) on investment securities.............................   (31,993)   
                                                                                                       ---------    
                                 Net increase in net assets resulting from operations................. $  30,498    
                                                                                                       =========    
                                                                                                                    
                                                                                                                    
                                 See Notes to Financial Statements.                                                 
</TABLE> 
 
                                     FS-59
<PAGE>
 
<TABLE> 
<CAPTION> 
<C>                              <S>                                                                 <C> 
AIM V.I. GROWTH AND                                                                                     1995       
INCOME FUND                                                                                          ----------    
STATEMENT OF CHANGES             OPERATIONS:                                                                       
IN NET ASSETS                      Net investment income............................................ $   62,491    
For the period May 2, 1994         Net realized gain (loss) on sales of investment securities.......   (106,189)   
(date operations commenced)        Net unrealized appreciation of investment securities.............     74,196    
through January 31, 1995                                                                             ----------    
                                    Net increase in net assets resulting from operations............     30,498    
                                   Net increase from capital stock transactions.....................  7,412,315    
                                   Distributions to shareholders from net investment income.........    (62,491)   
                                   Distributions in excess of net investment income.................       (176)   
                                                                                                     ----------    
                                    Net increase in net assets......................................  7,380,146    
                                 NET ASSETS:                                                                       
                                   Beginning of period..............................................         --    
                                                                                                     ----------    
                                   End of period.................................................... $7,380,146    
                                                                                                     ==========    
                                 NET ASSETS CONSIST OF:                                                            
                                   Capital (par value and additional paid-in)....................... $7,412,315    
                                   Undistributed net investment income..............................       (176)   
                                   Undistributed net realized gain (loss) on sales of investment                   
                                    securities .....................................................   (106,189)   
                                   Unrealized appreciation of investment securities.................     74,196    
                                                                                                     ----------    
                                                                                                     $7,380,146    
                                                                                                     ==========    
                                                                                                                   
                                 See Notes to Financial Statements.                                                 

</TABLE> 
 
                                     FS-60
<PAGE>

<TABLE> 
<C>                              <S> 
AIM V.I. GROWTH AND              NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES                                        
INCOME FUND                       AIM Variable Insurance Funds, Inc. (the "Company"), is a Maryland corporation  
NOTES TO FINANCIAL               organized on January 22, 1993, and is registered under the Investment Company   
STATEMENTS                       Act of 1940 (the "1940 Act"), as amended, as an open-end, series, management    
January 31, 1995                 investment company consisting of nine portfolios: AIM V.I. Growth and Income    
                                 Fund, AIM V.I. Capital Appreciation Fund, AIM V.I. Diversified Income Fund, AIM 
                                 V.I. Government Securities Fund, AIM V.I. Growth Fund, AIM V.I. International   
                                 Equity Fund, AIM V.I. Money Market Fund, AIM V.I. Utilities Fund and AIM V.I.   
                                 Value Fund. Matters affecting each portfolio are voted on exclusively by the    
                                 shareholders of such portfolio. The assets, liabilities and operations of each  
                                 portfolio are accounted for separately. Information presented in these          
                                 financial statements pertains only to the V.I. Growth and Income Fund (the      
                                 "Fund"). Shares of the Fund are sold only to insurance company separate         
                                 accounts to fund the benefits of variable annuity contracts.                    
                                                                                                                 
                                 The following is a summary of the significant accounting policies followed by   
                                 the Fund in the presentation of its financial statements.                       
                                 A. Security Valuations - Equity securities, including warrants, that are listed 
                                    on a national securities exchange or part of the NASDAQ National Market      
                                    System are valued at the last reported sales price or, in the case of over-  
                                    the-counter securities or if there has been no sale that day, at the mean    
                                    between the closing bid and asked prices on that day. Securities traded in   
                                    the over-the-counter market, except (i) securities for which representative  
                                    exchange prices are available, and (ii) securities reported in the NASDAQ    
                                    National Market System, are valued at the mean between representative last   
                                    bid and asked prices obtained from an electronic quotation reporting system, 
                                    if such prices are available, or from established market makers. Short-term  
                                    investments with remaining maturities of up to and including 60 days are     
                                    valued at amortized cost which approximates market value. Short-term         
                                    securities that mature in more than 60 days are valued at current market     
                                    quotations. Restricted and other securities and assets of the Fund are       
                                    stated at fair value as determined in good faith by, or under the authority  
                                    of, the Board of Directors.                                                  
                                 B. Securities Transactions, Investment Income and Distributions - Securities    
                                    transactions are accounted for on a trade date basis. Interest income is     
                                    recorded as earned from settlement date and is recorded on the accrual       
                                    basis. Dividend income and distributions to shareholders are recorded on the 
                                    ex-dividend date. Realized gains or losses from securities transactions are  
                                    recorded on the identified cost basis.                                       
                                 C. Federal Income Taxes - It is the Fund's policy to continue to comply with    
                                    the requirements of the Internal Revenue Code applicable to regulated        
                                    investment companies and to distribute all of its taxable income and capital 
                                    gains to its shareholders. Therefore, no provision for federal income taxes  
                                    is recorded in the financial statements. The Fund had capital loss           
                                    carryforwards (which may be carried forward to offset future taxable capital 
                                    gains, if any) of $32,760, which expires, if not previously utilized, in the 
                                    year 2003.                                                                   
                                 D. Expenses - Operating expenses directly attributable to a fund are charged to 
                                    that fund's operations. Expenses of the Company which are not directly       
                                    attributable to the operations of any fund of the Company are allocated to   
                                    the funds to which the expense relates based upon methods approved by the    
                                    Board of Directors of the Company.                                           
                                                                                                                 
                                 NOTE 2 - INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES        
                                                                                                                 
                                  The Company has entered into a master investment advisory agreement with A I M 
                                 Advisors, Inc. ("AIM"). Under the terms of the master investment advisory       
                                 agreement, the Fund pays an advisory fee to AIM at an annual rate of 0.65% of   
                                 the first $250 million of the Fund's average daily net assets, plus 0.60% of    
                                 the Fund's average daily net assets in excess of $250 million. During the       
                                 period May 2, 1994 (date operations commenced) through January 31, 1995, AIM    
                                 waived advisory fees of $20,806 with respect to the Fund.                       
                                                                                                                 
                                  Pursuant to a master administrative services agreement between the Company and 
                                 AIM, with respect to the Fund, the Company has agreed to reimburse certain      
                                 administrative costs incurred in providing accounting services to the Fund.     
                                 During the period May 2, 1994 (date operations commenced) through January 31,   
                                 1995, AIM was reimbursed $13,596 for such services.                             
</TABLE>

                                     FS-61
<PAGE>
 
<TABLE> 
<C>                              <S> 
                                  The Company has entered into a master distribution agreement with A I M        
                                 Distributors, Inc. ("AIM Distributors") to serve as the distributor for the     
                                 Fund.                                                                           
                                                                                                                 
                                  Certain officers and directors of the Company are officers of AIM and AIM      
                                 Distributors.                                                                   
                                                                                                                 
                                  The Fund incurred legal fees of $895 for services rendered by Reid & Priest as 
                                 counsel to the Company's directors. Effective September 1994, the firm of       
                                 Kramer, Levin, Naftalis, Nessen, Kamin & Frankel was appointed as counsel to    
                                 the Board of Directors. The Fund paid legal fees of $403 for services rendered  
                                 by that firm as counsel. A member of that firm is a director of the Company     
                                 and, prior to September 1994, was a member of Reid & Priest.                    
                                                                                                                 
                                 NOTE 3 - DIRECTORS' FEES                                                        
                                                                                                                 
                                  Directors' fees represent remuneration paid or accrued to each director who is 
                                 not an "interested person" of the Company. The Company may invest directors'    
                                 fees, if so elected by a director, in mutual fund shares in accordance with a   
                                 deferred compensation plan.                                                     
                                                                                                                 
                                 NOTE 4 - INVESTMENT SECURITIES                                                  
                                                                                                                 
                                  The aggregate amount of investment securities (other than short-term           
                                 securities) purchased and sold by the Fund during the period May 2, 1994 (date  
                                 operations commenced) through January 31, 1995 was $10,678,550 and $3,893,226,  
                                 respectively.                                                                   
                                                                                                                 
                                  The amount of unrealized appreciation (depreciation) of investment securities  
                                 on a tax basis as of January 31, 1995 is as follows:                            
</TABLE>                                                                        
<TABLE>                                                                         
<C>                              <S>                                                                   <C>       
                                 Aggregate unrealized appreciation of investment securities........... $ 260,419 
                                 Aggregate unrealized (depreciation) of investment securities.........  (201,971)
                                                                                                       --------- 
                                 Net unrealized appreciation of investment securities................. $  58,448 
                                                                                                       ========= 
                                                                                                                 
                                 Cost of investments for tax purposes is $7,286,287.                             
                                                                                                                 
                                 NOTE 5 - CAPITAL STOCK                                                          
                                                                                                                 
                                  Changes in capital stock outstanding during the period May 2, 1994 (date       
                                 operations commenced) through January 31, 1995 were as follows:                 
</TABLE>                                                                        

<TABLE>                                                                         
<CAPTION>                                                                       
                                                                                                    1995         
                                                                                             ------------------- 
                                                                                             Shares     Amount   
                                                                                             -------  ---------- 
                                 <S>                                                         <C>      <C>        
                                 Sold....................................................... 777,143  $7,797,618 
                                 Issued as reinvestment of distributions....................   6,308      62,667 
                                 Reacquired................................................. (43,984)   (447,970)
                                                                                             -------  ---------- 
                                                                                             739,467  $7,412,315 
                                                                                             =======  ========== 
</TABLE>
 
                                     FS-62
<PAGE>
 
<TABLE> 
<C>                              <S> 

                                 NOTE 6 - FINANCIAL HIGHLIGHTS                                                   
                                                                                                                 
                                  Shown below are the condensed financial highlights for a share outstanding of  
                                 the Fund during the period May 2, 1994 (date operations commenced) through      
                                 January 31, 1995.                                                               
</TABLE> 
<TABLE>                                                                         
<CAPTION>
                                                                                                        1995     
                                                                                                       ------    
<C>                              <S>                                                                   <C>       
                                 Net asset value, beginning of period................................  $10.00    
                                 Income from investment operations:                                              
                                   Net investment income.............................................    0.11    
                                   Net gains (losses) on securities (both realized and unrealized)...   (0.02)   
                                                                                                       ------    
                                    Total from investment operations.................................    0.09    
                                                                                                       ------    
                                 Less distributions:                                                             
                                   Dividends from net investment income..............................   (0.11)   
                                                                                                       ------    
                                 Net asset value, end of period......................................  $ 9.98    
                                                                                                       ======    
                                 Total return(a).....................................................    0.90%   
                                                                                                       ======    
                                 Ratios/supplemental data:                                                       
                                 Net assets, end of period (000s omitted)............................  $7,380    
                                                                                                       ======    
                                 Ratio of expenses to average net assets.............................    1.07%(b)
                                                                                                       ======    
                                 Ratio of net investment income to average net assets................    1.95%(b)
                                                                                                       ======    
                                 Portfolio turnover rate.............................................      96%   
                                                                                                       ======    
                                 ------                                                                          
                                 (a) Total return is not annualized.                                             
                                 (b) Ratios are annualized and based on average net assets of $4,248,532.        
                                     Annualized ratios of expenses and net investment income to average net      
                                     assets prior to waiver of advisory fees are 1.72% and 1.30%, respectively.  
</TABLE>
 
                                     FS-63
<PAGE>
 
REPORT OF                        To the Shareholders and Board of Directors
INDEPENDENT                      AIM Variable Insurance Funds, Inc.
CERTIFIED PUBLIC                                                 
ACCOUNTANTS                      We have audited the accompanying statement of
                                 assets and liabilities of AIM V.I.
                                 International Equity Fund, a series of shares
                                 of common stock of AIM Variable Insurance
                                 Funds, Inc. including the schedule of
                                 investments as of January 31, 1995, the related
                                 statement of operations for the year then ended
                                 and the statement of changes in net assets and
                                 the financial highlights for the year then
                                 ended and the period May 5, 1993 (commencement
                                 of operations) through January 31, 1994. These
                                 financial statements and financial highlights
                                 are the responsibility of the Fund's
                                 management. Our responsibility is to express an
                                 opinion on these financial statements and
                                 financial highlights based on our audits.

                                 We conducted our audits in accordance with
                                 generally accepted auditing standards. Those
                                 standards require that we plan and perform the
                                 audit to obtain reasonable assurance about
                                 whether the financial statements and financial
                                 highlights are free of material misstatement.
                                 An audit includes examining, on a test basis,
                                 evidence supporting the amounts and disclosures
                                 in the financial statements. Our procedures
                                 included confirmation of securities owned as of
                                 January 31, 1995, by correspondence with the
                                 custodian and brokers. Where brokers did not
                                 reply to our confirmation requests, we carried
                                 out other appropriate auditing procedures. An
                                 audit also includes assessing the accounting
                                 principles used and significant estimates made
                                 by management, as well as evaluating the
                                 overall financial statement presentation. We
                                 believe that our audits provide a reasonable
                                 basis for our opinion.

                                 In our opinion, the financial statements and
                                 financial highlights referred to above present
                                 fairly, in all material respects, the financial
                                 position of AIM V.I. International Equity Fund,
                                 as of January 31, 1995, the results of its
                                 operations for the year then ended, and the
                                 changes in its net assets and the financial
                                 highlights for the year then ended and the
                                 period May 5, 1993 through January 31, 1994, in
                                 conformity with generally accepted accounting
                                 principles.

                                                         TAIT, WELLER & BAKER
                                                                             
                                 Philadelphia, Pennsylvania                 
                                 February 24, 1995                          


                                     FS-64
<PAGE>

<TABLE> 
<C>                              <C>         <S>                                                     <C> 
AIM V.I. INTERNATIONAL                                                                                    MARKET 
EQUITY FUND                           SHARES                                                               VALUE 
SCHEDULE OF INVESTMENTS          -----------                                                              ------ 
January 31, 1995                             COMMON STOCKS & OTHER EQUITY INTERESTS - 84.65%                     
                                                                                                                 
                                             ARGENTINA - 0.51%                                                   
                                                                                                                 
                                      60,000 Telecom Argentina S.A.-Class B (Utilities)...........   $   280,772 
                                                                                                     ----------- 
                                             AUSTRALIA - 5.11%                                                   
                                                                                                                 
                                      32,336 Broken Hill Proprietary Co. Ltd. (Conglomerate)......       451,485 
                                      47,768 Coca-Cola Amatil Ltd. (Beverages)....................       307,434 
                                      69,887 Email Ltd. (Appliances)..............................       198,437 
                                      35,800 ICI Australia Ltd. (Chemicals).......................       264,292 
                                      53,223 National Australia Bank Ltd. (Banking)...............       419,110 
                                      62,247 Pacific BBA Ltd. (Electronic Components/Misc.).......       120,186 
                                     201,000 Pioneer International Ltd. (Building Materials)......       480,927 
                                      70,734 QBE Insurance Group Ltd. (Insurance).................       249,045 
                                      22,759 Simsmetal Ltd. (Metals-Misc.)........................        99,949 
                                     104,914 Woolworths Ltd. (Food Stores)........................       222,427 
                                                                                                     ----------- 
                                                                                                       2,813,292 
                                                                                                     ----------- 
                                             CANADA - 2.05%                                                      
                                                                                                                 
                                      10,600 Alcan Aluminum Ltd. (Metals-Misc.)...................       255,730 
                                      11,700 Bombadier Inc.-Class B (Aerospace/Defense)...........       188,870 
                                             GEAC Computer Corp. Ltd.(a) (Computer Software &                    
                                       8,000  Services)...........................................        87,987 
                                       7,000 Northern Telecom Ltd.-ADR (Telecommunications).......       238,875 
                                             Rogers Cantel Mobile Communications, Inc.-Class B-ADR               
                                       8,900  (Telecommunications)................................       239,188 
                                      23,800 Stelco Inc.(a) (Steel)...............................       118,215 
                                                                                                     ----------- 
                                                                                                       1,128,865 
                                                                                                     ----------- 
                                             CHILE - 0.41%                                                       
                                                                                                                 
                                       1,700 Compania de Telefonos de Chile S.A.-ADR (Utilities)..       124,737 
                                       6,000 Cristalerias de Chile-ADR(a) (Containers)............       104,250 
                                                                                                     ----------- 
                                                                                                         228,987 
                                                                                                     ----------- 
                                             DENMARK - 0.30%                                                     
                                                                                                                 
                                       1,900 Danske Tralastkompagni (Building Materials)..........       165,149 
                                                                                                     ----------- 
                                             FINLAND - 0.70%                                                     
                                                                                                                 
                                       2,650 Nokia Corp. (Telecommunications).....................       385,234 
                                                                                                     ----------- 
                                             FRANCE - 6.96%                                                      
                                                                                                                 
                                       2,825 Club Mediterranee S.A. (Leisure & Recreation)........       219,693 
                                       2,250 Docks de France, S.A. (Retail-Food & Drugs)..........       292,904 
                                       2,480 ECCO Travail Temporaire (Business Services)..........       274,982 
                                             Essilor International-Compagnie Generale d'Optique                  
                                       2,275  (Medical Services)..................................       302,185 
                                         258 Legrand (Electronic Components/Misc.)................       306,085 
                                       1,540 L'Oreal S.A. (Cosmetics & Toiletries)................       313,245 
                                       1,790 LVMH Moet Hennesey Louis Vuitton (Beverages).........       283,487 
                                       2,080 Peugeot S.A.(a) (Automobile-Manufacturers)...........       271,167 
                                       2,100 Pinault-Printemps, S.A. (Retail-Food & Drugs)........       383,444 
                                       1,025 Promodes S.A. (Retail-Food & Drugs)..................       172,611 
                                      11,000 Rhone-Poulenc-Class A (Chemicals)....................       264,125 
                                       3,390 Roussel Uclaf (Medical-Drugs)........................       407,313 
                                       1,565 Sidel S.A. (Machinery-Heavy).........................       340,243 
                                                                                                     ----------- 
                                                                                                       3,831,484 
                                                                                                     -----------  
</TABLE>
 
                                     FS-65
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                          MARKET  
                                     SHARES                                                                VALUE  
                                 ----------                                                               ------  
<C>                              <C>        <S>                                                     <C>          
                                            GERMANY - 3.19%                                                        

                                        450 Buderus A.G. (Manufacturing-Misc.)...................   $   202,167    
                                        600 Gehe A.G. (Medical-Drugs)............................       208,867 
                                        200 Kampa Haus A.G. (Home Building)......................       111,396    
                                      1,340 Mannesmann A.G. (Machinery-Misc.)....................       359,358    
                                        500 Sap A.G. (Computer Software & Services)..............       313,300    
                                      1,005 Veba A.G. (Utilities)................................       338,367    
                                        380 Wella A.G. (Cosmetics & Toiletries)..................       220,887    
                                                                                                    -----------    
                                                                                                      1,754,342    
                                                                                                    -----------    
                                            HONG KONG - 5.88%                                                      

                                     58,000 Cheung Kong Holdings Ltd. (Real Estate)..............       204,706    
                                     94,000 Consolidated Electric Power of Asia (Utilities)......       183,504    
                                      3,100 Consolidated Electric Power of Asia-ADR(b)                             
                                             (Utilities) (Acquired 11/29/93;                                       
                                             Cost $50,230).......................................        60,450    
                                    491,043 First Pacific Co. (Conglomerate).....................       303,133    
                                    103,000 Guoco Group Ltd. (Financial-Asset Management)........       382,172    
                                    118,000 Hutchison Whampoa Ltd. (Conglomerate)................       418,759    
                                     31,200 Jardine Matheson Holdings Ltd. (Conglomerate)........       221,526    
                                    750,000 Shanghai Petrochemical Co., Ltd. (Chemicals).........       185,197    
                                      2,600 Shanghai Petrochemical Co., Ltd.-ADR (Chemicals).....        63,700    
                                    201,000 Shangri-La Asia Ltd. (Hotels/Motels).................       222,178    
                                     52,600 Sun Hung Kai Properties Ltd. (Real Estate)...........       289,011    
                                     75,000 Television Broadcast Ltd. (Advertising/Broadcasting).       268,584    
                                    125,000 Vatronix International (Semiconductors)..............       173,723    
                                    820,000 Yizheng Chemical Fibre Company Ltd. (Textiles).......       257,078    
                                                                                                    -----------    
                                                                                                      3,233,721    
                                                                                                    -----------    
                                            INDIA - 0.23%                                                          

                                      3,000 Arvind Mills Ltd.-GDR(b) (Paper & Forest Products)                     
                                             (Acquired 02/03/94;                                                   
                                             Cost $29,340).......................................        11,250    
                                      7,000 Reliance Industries GDS(b) (Machinery-Heavy)                           
                                             (Acquired 10/11/94;                                                   
                                             Cost $201,503)......................................       115,500    
                                                                                                    -----------    
                                                                                                        126,750    
                                                                                                    -----------    
                                            INDONESIA - 1.57%                                                      

                                     90,000 PT Bank International Indonesia(a) (Banking).........       235,453    
                                    107,500 PT Hanjaya Mandala Sampoerna (Tobacco)...............       516,407    
                                      3,500 PT Indostat-ADR (Telecommunications).................       109,813    
                                                                                                    -----------    
                                                                                                        861,673    
                                                                                                    -----------    
                                            IRELAND - 0.40%                                                        

                                      6,200 Elan Corp. PLC-ADR(a) (Medical-Drugs)................       218,550    
                                                                                                    -----------    
                                            ISRAEL - 0.36%                                                         

                                            Teva Pharmaceutical Industries Ltd.-ADR (Medical-                      
                                      7,600  Drugs)..............................................       195,700    
                                                                                                    -----------    
                                            ITALY - 1.59%                                                          

                                     85,000 Fiat S.p.A. (Automobile Manufacturers)...............       347,337    
                                      5,200 Industrie Natuzzi S.p.A.-ADR(a) (Furniture)..........       167,700    
                                    129,500 Telecom Italia S.p.A. (Utilities)....................       358,683    
                                                                                                    -----------    
                                                                                                        873,720    
                                                                                                    -----------     
</TABLE>
 
                                     FS-66
<PAGE>
 

<TABLE>
<CAPTION>
                                                                                                          MARKET  
                                     SHARES                                                                VALUE  
                                 ----------                                                               ------  
<C>                              <C>        <S>                                                     <C>         
                                            JAPAN - 17.38%                                                      
                                                                                                                
                                            Aisin Seiki Co., Ltd. (Automobile/Trucks-Parts &                    
                                     18,000  Tires)..............................................   $   237,164 
                                      9,000 Aiwa Co., Ltd. (Electronic Components/Misc.).........       200,955 
                                     15,000 Alpine Electronics (Electronic Components/Misc.).....       227,810 
                                     32,000 Asahi Tec Corp. (Automobile/Trucks-Parts & Tires)....       280,654 
                                      3,900 Autobacs Seven (Retail-Stores).......................       381,665 
                                      3,000 Bandai (Leisure & Recreation)........................       113,151 
                                     21,000 Bridgestone Corp. (Automobile/Trucks-Parts & Tires)..       293,588 
                                     28,000 Canon, Inc. (Office Products)........................       413,980 
                                            Daikin Manufacturing Co. (Automobile/Trucks-Parts &                 
                                     12,000  Tires)..............................................       240,181 
                                      9,000 Fanuc Ltd. (Machine Tools)...........................       371,134 
                                     15,000 Hino Motors Ltd. (Automobile-Manufacturers)..........       138,044 
                                     27,000 Hitachi Ltd. (Electronic Components/Misc.)...........       231,914 
                                     15,000 Honda Motor Co., Ltd. (Automobile-Manufacturers).....       233,845 
                                      9,000 Hoya Corp. (Medical Instruments/Products)............       209,102 
                                            Kayaba Industry Co., Ltd. (Automobile/Trucks-Parts &                
                                     20,000  Tires)..............................................       120,694 
                                     18,000 Koa Corp. (Electronic Components/Misc.)..............       237,164 
                                      4,000 Kyocera Corp. (Electronic Components/Misc.)..........       257,883 
                                      2,000 Mabuchi Motor (Machinery-Misc.)......................       128,539 
                                     15,000 Minebea Co., Ltd. (Electronic Components/Misc.)......       102,590 
                                      2,200 Nemic-Lambda K.K. (Business Services)................       110,193 
                                            NGK Spark Plug Co., Ltd. (Electronic                                
                                     20,000  Components/Misc.)...................................       231,330 
                                      4,000 Nichiei Co., Ltd. (Business Services)................       202,364 
                                      1,100 Nippon Television Network (Advertising/Broadcasting).       240,080 
                                      9,200 Nissen (Retail-Stores)...............................       249,836 
                                     26,000 NOK Corp. (Automobile/Trucks-Parts & Tires)..........       235,353 
                                     14,300 Noritz Corp. (Appliances)............................       280,463 
                                            Oki Electric Industry Co. Ltd.(a)                                   
                                     25,000  (Telecommunications)................................       143,576 
                                      8,000 Omron Corp. (Electronic Components/Misc.)............       136,787 
                                     25,000 Onward Kashiyama Co., Ltd. (Textiles)................       321,850 
                                      4,000 Plenus Co., Ltd. (Restaurants).......................       277,596 
                                     42,000 Ricoh Co., Ltd. (Office Products)....................       341,745 
                                      7,000 Rohm Co., Ltd. (Electronic Components/Misc.).........       253,457 
                                      5,000 Secom Co., Ltd. (Business Services)..................       294,191 
                                     27,000 Sharp Corp. (Electronic Components/Misc.)............       396,480 
                                      3,000 Shimamura Co., Ltd. (Retail-Stores)..................       138,796 
                                     17,000 Takuma Co., Ltd. (Machinery-Misc.)...................       282,122 
                                     13,000 Tokyo Electron Ltd. (Electronic Components/Misc.)....       345,185 
                                     35,000 Toshiba Corp. (Semiconductors).......................       216,143 
                                     17,000 Toyota Motor Corp. (Automobile-Manufacturers)........       324,869 
                                     26,000 Tsugami Corp. (Machine Tools)........................       118,724 
                                                                                                    ----------- 
                                                                                                      9,561,197 
                                                                                                    -----------  
</TABLE>
 
                                     FS-67
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                         MARKET  
                                     SHARES                                                               VALUE  
                                 ----------                                                              ------  
<C>                              <C>        <S>                                                     <C>            
                                            MALAYSIA 4.49%                                                         

                                     47,400 Aokam Perdana Berhad (Paper & Forest Products).......   $   233,434    
                                            Edaran Otomobil Nasional Berhad (Automobile/Trucks-                    
                                     16,000  Parts & Tires)......................................       103,185    
                                     52,500 Genting Berhad(a) (Gaming)...........................       420,657    
                                     52,000 Hong Leong Credit Berhad (Business Services).........       192,066    
                                     35,000 Leader Universal Holdings (Telecommunications).......       110,807    
                                            Leader Universal Holdings-Class A                                      
                                     23,333  (Telecommunications)................................        69,310    
                                     40,000 Malayan Banking Berhad (Banking).....................       231,386    
                                     22,800 Malaysian Helicopter Services (Transportation-Misc.).        35,646    
                                            Technology Resources Industries Berhad(a)                              
                                    122,000  (Telecommunications)................................       343,326    
                                     23,000 Telecom Malaysia Berhad (Telecommunications).........       153,723    
                                     78,000 United Engineers (Engineering & Construction)........       356,693    
                                     56,000 Westmont Berhad(a) (Business Services)...............       221,067    
                                                                                                    -----------    
                                                                                                      2,471,300    
                                                                                                    -----------    
                                            MEXICO - 0.90%                                                         

                                    190,400 Cifra S.A. de C.V.-Series C(a) (Retail-Stores).......       247,357    
                                            Kimberly-Clark de Mexico S.A. (Paper & Forest                          
                                     26,100  Products)...........................................       247,616    
                                                                                                    -----------    
                                                                                                        494,973    
                                                                                                    -----------    
                                            NETHERLANDS - 6.75%                                                    

                                      2,140 Akzo N.V. (Chemicals)................................       242,108    
                                      1,650 DSM N.V. (Chemicals).................................       131,501    
                                     47,000 Elsevier N.V. (Publishing)...........................       451,367    
                                      3,210 Hagemeyer N.V. (Business Services)...................       273,311    
                                        950 Heineken N.V. (Beverages)............................       141,134    
                                      7,550 Hoogovens & Staalfabriken N.V.(a) (Steel)............       337,776    
                                      4,300 Hunter Douglass N.V.(a) (Building Materials).........       191,369    
                                            Koninklijke Boskalis Westminster N.V. (Building                        
                                      6,800  Materials)..........................................       127,025    
                                      2,600 Oce Van Der Grinten N.V. (Office Products)...........       126,369    
                                     14,250 Philips Electronics N.V.(a) (Appliances).............       448,937    
                                      9,800 Polygram N.V. (Leisure & Recreation).................       472,296    
                                      3,850 Ver Ned Utigevuer Bezit (Publishing).................       393,184    
                                      5,090 Wolters Kluwer N.V. (Publishing).....................       376,154    
                                                                                                    -----------    
                                                                                                      3,712,531    
                                                                                                    -----------    
                                            NEW ZEALAND - 1.75%                                                    

                                    101,800 Carter Holt Harvey Ltd. (Paper & Forest Products)....       215,876    
                                    178,000 Fletcher Challenge Ltd. (Paper & Forest Products)....       426,354    
                                            Telecom Corp. of New Zealand Ltd.                                      
                                     93,600  (Telecommunications)................................       319,852    
                                                                                                    -----------    
                                                                                                        962,082    
                                                                                                    -----------    
                                            SINGAPORE - 3.79%                                                      

                                     70,000 Cerebos Pacific Ltd. (Food/Processing)...............       409,216    
                                     38,000 City Developments Ltd. (Real Estate).................       177,717    
                                     64,000 DBS Land Ltd. (Real Estate)..........................       153,177    
                                     18,750 Development Bank of Singapore Ltd. (Banking).........       167,641    
                                     44,500 Jurong Engineering Ltd. (Engineering & Construction).       289,219    
                                     61,000 Keppel Corp. Ltd. (Conglomerate).....................       457,290    
                                     45,000 United OverSeas Bank Ltd. (Banking)..................       430,193    
                                                                                                    -----------    
                                                                                                      2,084,453    
                                                                                                    -----------     
</TABLE>
 
                                     FS-68
<PAGE>
 

<TABLE>
<CAPTION>
                                                                                                         MARKET  
                                     SHARES                                                               VALUE  
                                 ----------                                                              ------  
                                 <C>        <S>                                                     <C>         
                                            SPAIN - 1.47%                                                       

                                      3,450 Acerinox, S.A. (Steel)...............................   $   356,686 
                                      4,900 Empresa Nacional de Electricidad, S.A. (Utilities)...       199,456 
                                      3,100 Gas Natural SDG S.A. (Utilities).....................       254,012 
                                                                                                    ----------- 
                                                                                                        810,154 
                                                                                                    ----------- 
                                            SWEDEN - 4.17%                                                      

                                     15,370 Astra AB (Medical-Drugs).............................       380,222 
                                     11,000 Autoliv AB (Automobile/Trucks-Parts & Tires).........       397,541 
                                     39,250 Avesta Sheffield-Free (Steel)........................       431,831 
                                      4,310 Electrolux AB (Appliances)...........................       216,115 
                                      6,000 Hennes and Mauritz AB (Retail-Stores)................       333,662 
                                     20,200 Sandvik AB (Steel)...................................       336,729 
                                            Telefonaktiebolaget L.M. Ericsson-ADR                               
                                      3,700  (Telecommunications)................................       199,338 
                                                                                                    ----------- 
                                                                                                      2,295,438 
                                                                                                    ----------- 
                                            SWITZERLAND - 2.05%                                                 

                                      2,100 ADIA SA (Business Services)..........................       333,645 
                                        460 BBC Brown Boveri Ltd. (Engineering & Construction)...       400,171 
                                        405 Ciba-Geigy Ltd. (Chemicals)..........................       242,243 
                                        600 Merkur Holdings A.G. (Retail-Stores).................       153,739 
                                                                                                    ----------- 
                                                                                                      1,129,798 
                                                                                                    ----------- 
                                            THAILAND - 3.56%                                                    

                                     17,100 Advanced Information Service (Telecommunications)....       193,521 
                                     14,800 Finance One Public Co., Ltd. (Business Services).....        76,669 
                                     75,000 Krung Thai Bank (Banking)............................       224,149 
                                     26,000 Land & House Company Ltd. PLC (Home Building)........       362,622 
                                            Phatra Thanakit Company Ltd. (Finance-Asset                         
                                     36,500  Management).........................................       235,625 
                                      6,000 Siam City Cement Co., Ltd. (Building Materials)......       310,819 
                                     30,000 Thai Farmer's Bank (Banking).........................       246,264 
                                     24,400 United Communication Industry (Telecommunications)...       309,193 
                                                                                                    ----------- 
                                                                                                      1,958,862 
                                                                                                    ----------- 
                                            UNITED KINGDOM - 9.08%                                              

                                     52,200 BPB Industries (Building Materials)..................       252,621 
                                     21,150 BOC Group PLC (Chemicals)............................       235,483 
                                     44,300 British Petroleum (Oil & Gas)........................       287,253 
                                            British Sky Broadcasting-ADR                                        
                                     11,900  (Advertising/Broadcasting)..........................       287,087 
                                    296,200 Burton Group PLC (Retail-Stores).....................       325,572 
                                     16,700 De La Rue PLC (Publishing)...........................       265,040 
                                     33,750 Farnell Electronics PLC (Semiconductors).............       286,632 
                                     48,500 Granada Group PLC (Advertising/Broadcasting).........       370,864 
                                            Kwik-Fit Holdings PLC (Automobile/Trucks-Parts &                    
                                     36,000  Tires)..............................................        87,111 
                                    111,000 Morrison (Wm.) Supermarkets PLC (Retail-Stores)......       254,547 
                                     29,100 Pearson PLC (Publishing).............................       260,947 
                                            Peninsular & Oriental Steam Navitgation Co. (The)                   
                                     28,000  (Transportation-Misc.)..............................       250,862 
                                     29,900 Provident Financial PLC (Finance-Consumer Credit)....       244,477 
                                     47,500 Rank Organisation PLC (Leisure & Recreation).........       277,202 
                                     65,500 Rentokil Group PLC (Business Services)...............       229,970 
                                            Smith (David S.) Holdings PLC (Paper & Forest                       
                                     36,000  Products)...........................................       281,828 
                                     16,900 Thorn EMI PLC (Leisure & Recreation).................       272,223 
                                     91,050 Vodafone Group PLC (Telecommunications)..............       270,716 
                                     21,700 Wolseley PLC (Building Materials)....................       256,535 
                                                                                                    ----------- 
                                                                                                      4,996,970 
                                                                                                    ----------- 
                                            Total Common Stocks & Other Equity Interests.........    46,575,997 
                                                                                                    -----------  
 
 
</TABLE>
 
                                     FS-69
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                          MARKET  
                                     SHARES                                                                VALUE  
                                 ----------                                                               ------  
<C>                              <C>        <S>                                                      <C>          
                                            RIGHTS & WARRANTS - 0.18%                                             

                                            THAILAND - 0.18%                                                      

                                     29,600 Finance One Public Co., Ltd. (Business Services)(a)...   $   100,259  
                                                                                                     -----------  
                                            Total Rights & Warrants...............................       100,259  
                                                                                                     -----------  
                                            Total Investments, excluding Repurchase Agreements....    46,676,256  
                                                                                                     -----------  
<CAPTION>                                                                         
                                  PRINCIPAL                                                                       
                                     AMOUNT                                                                       
                                  ---------                                                                       
<C>                              <C>        <S>                                                      <C>          
                                            REPURCHASE AGREEMENTS - 10.24%(c)                                     

                                 $5,000,000 Daiwa Securities America Inc.,                                        
                                             5.70%, 02/01/95(d)...................................     5,000,000  
                                    634,529 Goldman Sachs & Co., Inc.,                                            
                                             5.80%, 02/01/95(e)...................................       634,529  
                                                                                                     -----------  
                                            Total Repurchase Agreements...........................     5,634,529  
                                                                                                     -----------  
                                            TOTAL INVESTMENTS - 95.07%............................    52,310,785  

                                            OTHER ASSETS LESS LIABILITIES - 4.93%.................     2,708,294  
                                                                                                     -----------  
                                            NET ASSETS - 100.00%..................................   $55,019,079  
                                                                                                     ===========  

                                 NOTES TO SCHEDULE OF INVESTMENTS:   
                                 (a) Non-income producing security.  
                                 (b) Restricted securities. May be resold to qualified institutional buyers in accordance
                                     with the provisions of Rule 144A under the Securities Act of 1933, as amended. The
                                     valuation of these securities has been determined in accordance with procedures
                                     established by the Board of Trustees. The aggregate market value of these securities at
                                     January 31, 1995 was $187,200, which represented 0.34% of net assets.
                                 (c) Collateral on repurchase agreements, including the Fund's pro-rata interest in
                                     joint repurchase agreements, is taken into possession by the Fund upon entering into
                                     the repurchase agreement. The collateral is marked to market daily to ensure its market
                                     value as being 102 percent of the sales price of the repurchase agreement.
                                 (d) Joint repurchase agreement entered into on 01/31/95 with a maturing value of
                                     $200,031,667. Collateralized by $174,795,000 U.S. Treasury obligations,
                                     4.25% to 13.25% due 07/31/95 to 11/15/21. The aggregate market value of the
                                     collateral at 01/31/95 was $204,065,933. The Fund's pro-rata interest in the
                                     collateral at 01/31/95 was $5,101,648.
                                 (e) Joint repurchase agreement entered into on 01/31/95 with a maturing value of
                                     $550,371,439. Collateralized by $546,482,000 U.S. Treasury obligations,
                                     4.25% to 10.375% due 02/15/95 to 05/15/21. The aggregate market value of the
                                     collateral at 01/31/95 was $561,314,868. The Fund's pro-rata interest in the
                                     collateral at 01/31/95 was $647,250. 
 
                                 See Notes to Financial Statements.
</TABLE> 
                                     FS-70
<PAGE>

<TABLE> 
<C>                              <S>                                                                 <C>
  AIM V.I.                       ASSETS:                                                                         
  INTERNATIONAL                  Investments, at value (cost $48,891,827)........................... $46,676,256
  EQUITY FUND                    Repurchase agreements (cost $5,634,529)............................   5,634,529
  STATEMENT OF                   Foreign currencies, at value (cost $2,872,711).....................   2,869,083
  ASSETS AND                     Receivables for:                                                                
  LIABILITIES                      Investments sold.................................................     124,478
  January 31, 1995                 Dividends and interest...........................................      69,585
                                 Organizational costs, net..........................................       9,400
                                 Investment for deferred compensation plan..........................       1,318
                                 Other assets.......................................................         345
                                                                                                     -----------
                                     Total assets...................................................  55,384,994
                                                                                                     -----------
                                 LIABILITIES:                                                                    
                                 Payables for:                                                                   
                                   Investments purchased............................................     225,185
                                   Capital stock repurchased .......................................      44,795
                                   Deferred compensation plan.......................................       1,318
                                 Accrued advisory fees..............................................      35,722
                                 Accrued directors' fees............................................       1,485
                                 Accrued custodian fees.............................................      31,646
                                 Accrued administrative service fees................................       1,000
                                 Accrued operating expenses.........................................      24,764
                                                                                                     -----------
                                     Total liabilities..............................................     365,915
                                                                                                     -----------
                                 Net assets applicable to shares outstanding........................ $55,019,079
                                                                                                     ===========
                                 Capital shares, $.001 par value per share:                                      
                                   Authorized....................................................... 250,000,000
                                                                                                     ===========
                                   Outstanding......................................................   4,989,995
                                                                                                     ===========
                                 Net asset value, offering and redemption price per share...........      $11.03
                                                                                                          ====== 

 
                                 See Notes to Financial Statements.

</TABLE> 
                                     FS-71
<PAGE>

<TABLE>  
<C>                              <S>                                                               <C>
  AIM V.I.                       INVESTMENT INCOME:                                                            
  INTERNATIONAL                    Dividends (net of $74,885 foreign withholding tax)............. $   589,501 
  EQUITY FUND                      Interest.......................................................     215,057 
  STATEMENT OF                                                                                     ----------- 
  OPERATIONS                         Total investment income......................................     804,558 
  For the year ended                                                                               ----------- 
  January 31, 1995               EXPENSES:                                                                     
                                   Advisory fees..................................................     322,757 
                                   Custodian fees.................................................     169,792 
                                   Administrative service fees....................................      12,000 
                                   Directors' fees and expenses...................................       4,769 
                                   Organizational costs...........................................       2,892 
                                   Other..........................................................      40,609 
                                                                                                   -----------  
                                    Total expenses................................................     552,819 
                                 Less expenses assumed by advisor.................................      (5,010)
                                                                                                   ----------- 
                                    Net expenses..................................................     547,809 
                                                                                                   ----------- 
                                 Net investment income............................................     256,749 
                                                                                                   ----------- 
                                 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT SECURITIES AND              
                                  FOREIGN CURRENCIES:                                                           
                                 Net realized gain (loss) on:                                                   
                                   Investment securities..........................................    (995,429)
                                   Foreign currency transactions..................................      12,010 
                                                                                                   ----------- 
                                                                                                      (983,419)
                                                                                                   ----------- 
                                 Unrealized appreciation (depreciation) of:                                     
                                   Investment securities..........................................  (4,817,372)
                                   Foreign currencies.............................................      (3,661)
                                                                                                   ----------- 
                                                                                                    (4,821,033)
                                                                                                   ----------- 
                                 Net gain (loss) on investment securities and foreign currencies..  (5,804,452)
                                                                                                   ----------- 
                                 Net increase (decrease) in net assets resulting from operations.. $(5,547,703)
                                                                                                   ===========  

 
                                 See Notes to Financial Statements.
 
</TABLE>
                                     FS-72
<PAGE>
 
<TABLE> 
                                 <S>                                                   <C>          <C>
  AIM V.I.                                                                                1995         1994      
  INTERNATIONAL                                                                        -----------  -----------  
  EQUITY FUND                    OPERATIONS:                                                                     
  STATEMENT                        Net investment income (loss)....................... $   256,749  $    (7,714)
  OF CHANGES                       Net realized gain (loss) on sales of investment                              
  IN NET ASSETS                     securities and foreign currency transactions......    (983,419)    (107,582)
  For the year ended               Unrealized appreciation (depreciation) of                                     
  January 31, 1995                  investment securities and foreign currencies......  (4,821,033)   2,602,257 
  and the period                                                                       -----------  ----------- 
  May 5, 1993 (date operations      Net increase (decrease) in net assets resulting                              
  commenced) through                 from operations..................................  (5,547,703)   2,486,961 
  January 31, 1994                 Net increase from capital stock transactions.......  37,165,081   21,046,258 
                                   Distributions to shareholders from net investment                            
                                    income............................................    (131,518)          -- 
                                                                                       -----------  ----------- 
                                    Net increase in net assets........................  31,485,860   23,533,219 
                                 NET ASSETS:                                                                     
                                   Beginning of period................................  23,533,219           -- 
                                                                                       -----------  ----------- 
                                   End of period...................................... $55,019,079  $23,533,219 
                                                                                       ===========  =========== 
                                 NET ASSETS CONSIST OF:                                                          
                                   Capital (par value and additional paid-in)......... $58,203,064  $21,046,258 
                                   Undistributed net investment income................     127,710       (7,714) 
                                   Undistributed net realized gain (loss) on sales of                            
                                    investment securities.............................  (1,092,919)    (107,582) 
                                   Unrealized appreciation (depreciation) of                                     
                                    investment securities and foreign currencies......  (2,218,776)   2,602,257 
                                                                                       -----------  ----------- 
                                                                                       $55,019,079  $23,533,219 
                                                                                       ===========  ===========  

 
                                 See Notes to Financial Statements.
 
</TABLE>
                                     FS-73
<PAGE>
 
<TABLE> 
<C>                              <C> 
  AIM V.I.                       NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES                                                  
  INTERNATIONAL                   AIM Variable Insurance Funds, Inc. (the "Company"), is a Maryland corporation            
  EQUITY FUND                    organized on January 22, 1993, and is registered under the Investment Company             
  NOTES TO                       Act of 1940 (the "1940 Act"), as amended, as an open-end, series, management              
  FINANCIAL                      investment company consisting of nine portfolios: AIM V.I. International Equity           
  STATEMENTS                     Fund, AIM V.I. Capital Appreciation Fund, AIM V.I. Diversified Income Fund, AIM           
  January 31, 1995               V.I. Government Securities Fund, AIM V.I. Growth Fund, AIM V.I. Growth and                
                                 Income Fund, AIM V.I. Money Market Fund, AIM V.I. Utilities Fund and AIM V.I.             
                                 Value Fund. Matters affecting each portfolio are voted on exclusively by the              
                                 shareholders of such portfolio. The assets, liabilities and operations of each            
                                 portfolio are accounted for separately. Information presented in these                    
                                 financial statements pertains only to the V.I. International Equity Fund (the             
                                 "Fund"). Shares of the Fund are sold only to insurance company separate                   
                                 accounts to fund the benefits of variable annuity contracts.                              
                                                                                                                           
                                 The following is a summary of the significant accounting policies followed by             
                                 the Fund in the presentation of its financial statements.                                 
                                 A. Security Valuations - Investment securities are stated at the last sales               
                                    price on the exchange on which the securities are traded or, lacking any               
                                    sales, at the mean between the closing bid and asked prices on the day of              
                                    valuation. Securities traded in the over-the-counter market are valued at               
                                    the mean between the closing bid and asked prices on valuation date.                   
                                    Securities for which market quotations are not readily available are valued            
                                    at fair value as determined in good faith by or under the supervision of the           
                                    Company's officers in a manner specifically authorized by the Board of                 
                                    Directors. Investments with maturities of 60 days or less are valued on the             
                                    basis of amortized cost which approximates market value. Generally, trading             
                                    in foreign securities is substantially completed each day at various times             
                                    prior to the close of the New York Stock Exchange. The values of such                  
                                    securities used in computing the net asset value of the Fund's shares are              
                                    determined as of such times. Foreign currency exchange rates are also                  
                                    generally determined prior to the close of the New York Stock Exchange.                
                                    Occasionally, events affecting the values of such securities and such                  
                                    exchange rates may occur between the times at which they are determined and             
                                    the close of the New York Stock Exchange which will not be reflected in the            
                                    computation of the Fund's net asset value. If events materially affecting              
                                    the value of such securities occur during such period, then these securities            
                                    will be valued at their fair value as determined in good faith by or under              
                                    the supervision of the Board of Directors.                                             
                                 B. Foreign Currency Translations - Portfolio securities and other assets and              
                                    liabilities denominated in foreign currencies are translated into U.S.                  
                                    dollar amounts at date of valuation. Purchases and sales of portfolio                  
                                    securities and income items denominated in foreign currencies are translated            
                                    into U.S. dollar amounts on the respective dates of such transactions.                  
                                 C. Foreign Currency Contracts - A forward currency contract is an obligation to            
                                    purchase or sell a specific currency for an agreed-upon price at a future              
                                    date. The Fund may enter into a forward contract to attempt to minimize the             
                                    risk to the Fund from adverse changes in the relationship between                      
                                    currencies. The Fund may also enter into a forward contract for the amount              
                                    of a purchase or sale of a security denominated in a foreign currency in                
                                    order to "lock in" the U.S. dollar price of that security. The Fund could be            
                                    exposed to risk if counterparties to the contracts are unable to meet the               
                                    terms of their contracts or if the value of the foreign currency changes               
                                    unfavorably.                                                                           
                                 D. Securities Transactions, Investment Income and Distributions - Securities              
                                    transactions are accounted for on a trade date basis. Realized gains or                
                                    losses are computed on the basis of specific identification of the                     
                                    securities sold. Interest income is recorded as earned from settlement date            
                                    and is recorded on an accrual basis. Dividend income and distributions to              
                                    shareholders are recorded on the ex-dividend date. On January 31, 1995,                
                                    $1,918 was reclassified from undistributed net realized gain (loss) on sales            
                                    of investment securities to undistributed net investment income as a result             
                                    of differing book/tax treatments on foreign currency transactions. In                  
                                    addition, paid-in capital was reduced by $8,275 with an equivalent offset to           
                                    undistributed net investment income as a result of permanent book/tax                  
                                    differences. Net assets of the Fund were unaffected by the reclassifications           
                                    discussed above.                                                                       
                                 E. Federal Income Taxes - The Fund intends to comply with the requirements of             
                                    the Internal Revenue Code necessary to qualify as a regulated investment               
                                    company and, as such, will not be subject to federal income taxes on                   
                                    otherwise taxable income (including net realized capital gains) which is               
                                    distributed to shareholders. Therefore, no provision for federal income                
                                    taxes is recorded in the financial statements. The Fund has capital loss               
                                    carryforwards (which may be carried forward to offset future taxable gains,             
                                    if any) of $538,078, which expires, if not previously utilized, through the             
                                    year 2003.                                                                              
                                                                                           
</TABLE> 

                                     FS-74
<PAGE>

<TABLE> 
<C>                              <S>  
                                 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
                              
                                 F. Expenses - Operating expenses directly attributable to a fund are charged to   
                                    that fund's operations. Expenses of the Company which are not directly         
                                    attributable to the operation of any fund of the Company are allocated to      
                                    the funds to which the expense relates based upon methods approved by the      
                                    Board of Directors of the Company.                                             
                                 G. Organizational Costs - Organizational costs of $14,461 are being amortized     
                                    over five years.                                                               
                                                                                                                   
                                 NOTE 2 - INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES          
                                                                                                                   
                                  The Company has entered into master investment advisory agreements with A I M    
                                 Advisors, Inc. ("AIM"). Under the terms of the master investment advisory         
                                 agreement, the Fund pays an advisory fee to AIM at an annual rate of 0.75% of     
                                 the first $250 million of the Fund's average daily net assets, plus 0.70% of      
                                 the Fund's average daily net assets in excess of $250 million. This agreement     
                                 requires AIM to reduce its fees or, if necessary, make payments to the Fund to    
                                 the extent required to satisfy any expense limitations imposed by the             
                                 securities laws or regulations thereunder of any state in which the Fund's        
                                 shares are qualified for sale.                                                    
                                                                                                                   
                                  Pursuant to a master administrative services agreement between the Company and   
                                 AIM, with respect to the Fund, the Company has agreed to reimburse certain        
                                 administrative costs incurred in providing accounting services to the Fund.       
                                 During the year ended January 31, 1995, AIM was reimbursed $12,000 for such       
                                 services.                                                                         
                                                                                                                   
                                  The Company has entered into a master distribution agreement with A I M          
                                 Distributors, Inc. ("AIM Distributors") to serve as the distributor for the       
                                 Fund.                                                                             
                                                                                                                   
                                  Certain officers and directors of the Company are officers of AIM and AIM        
                                 Distributors.                                                                     
                                  The Fund incurred legal fees of $3,276 for services rendered by Reid & Priest    
                                 as counsel to the Company's directors. Effective September 1994, the firm of      
                                 Kramer, Levin, Naftalis, Nessen, Kamin & Frankel was appointed as counsel to      
                                 the Board of Directors. The Fund paid legal fees of $432 for services rendered    
                                 by that firm as counsel. A member of that firm is a director of the Company       
                                 and, prior to September 1994, was a member of Reid & Priest.                      
                                                                                                                   
                                 NOTE 3 - DIRECTORS' FEES                                                          
                                                                                                                   
                                  Directors' fees represent remuneration paid or accrued to each director who is   
                                 not an "interested person" of the Company. The Company may invest directors       
                                 fees, if so elected by a director, in mutual fund shares in accordance with a     
                                 deferred compensation plan.                                                       
                                                                                                                   
                                 NOTE 4 - INVESTMENT SECURITIES                                                    
                                                                                                                   
                                  The aggregate amount of investment securities (other than short-term             
                                 securities) purchased and sold by the Fund during the year ended January 31,      
                                 1995 was $53,922,877 and $24,040,896, respectively.                               
                                                                                                                   
                                  The amount of unrealized appreciation (depreciation) of investment securities    
                                 on a tax basis as of January 31, 1995 is as follows:                              
</TABLE> 
<TABLE>
                                 <S>                                                                <C>            
                                 Aggregate unrealized appreciation of investment securities........ $ 2,158,523    
                                 Aggregate unrealized (depreciation) of investment securities......  (4,408,149)   
                                                                                                    -----------    
                                 Net unrealized appreciation (depreciation) of investment                          
                                  securities....................................................... $(2,249,626)   
                                                                                                    ===========    
</TABLE>
<TABLE> 
<C>                              <S> 
                                  Cost of investments for tax purposes is $48,925,882.                             
                                                                                                                   
                                 NOTE 5 - CAPITAL STOCK                                                            
                                                                                                                   
                                  Changes in capital stock outstanding during the year ended January 31, 1995      
                                 and the period May 5, 1993 (date operations commenced) through January 31, 1994   
                                 were as follows:                                                                  
</TABLE>
<TABLE>
<CAPTION>
                                                                         1995                    1994              
                                                                -----------------------  ----------------------    
                                                                 Shares       Amount      Shares      Amount       
                                                                ---------  ------------  ---------  -----------    
                                 <S>                            <C>        <C>           <C>        <C>            
                                 Sold.......................... 3,273,461  $ 39,114,516  1,884,787  $21,048,641    
                                 Issued as reinvestment of                                                         
                                  distributions................    11,496       131,518         --           --    
                                 Reacquired....................  (179,533)   (2,080,953)      (216)      (2,383)   
                                                                ---------  ------------  ---------  -----------    
                                                                3,105,424  $ 37,165,081  1,884,571  $21,046,258    
                                                                =========  ============  =========  ===========    
</TABLE>
 
                                     FS-75
<PAGE>
 
<TABLE> 
<C>                              <S> 
                                 NOTE 6 - FINANCIAL HIGHLIGHTS                                                 
                                                                                                               
                                  Shown below are the condensed financial highlights for a share outstanding   
                                 during the year ended January 31, 1995 and the period May 5, 1993 (date        
                                 operations commenced) through January 31, 1994.                                
</TABLE> 
<TABLE>
<CAPTION>
                                                                                          1995        1994         
                                                                                         -------     -------       
                                 <S>                                                     <C>         <C>           
                                 Net asset value, beginning of period..................  $ 12.49     $ 10.00       
                                 Income from investment operations:                                                
                                   Net investment income...............................     0.06          --        
                                   Net gains (losses) on securities (both realized and                              
                                    unrealized)........................................    (1.49)       2.49        
                                                                                         -------     -------        
                                    Total from investment operations...................    (1.43)       2.49        
                                                                                         -------     -------        
                                 Less distributions:                                                               
                                   Dividends from net investment income................    (0.03)         --        
                                                                                         -------     -------        
                                 Net asset value, end of period........................  $ 11.03     $ 12.49        
                                                                                         =======     =======        
                                 Total return..........................................   (11.48)%     24.90%(a)   
                                                                                         =======     =======       
                                 Ratios/supplemental data:                                                         
                                 Net assets, end of period (000s omitted)..............  $55,019     $23,533       
                                                                                         =======     =======        
                                 Ratio of expenses to average net assets...............     1.27%(b)    1.98%(c)    
                                                                                         =======     =======       
                                 Ratio of net investment income to average net assets..     0.60%(b)   (0.15)%(c)  
                                                                                         =======     =======        
                                 Portfolio turnover rate...............................       64%         26%      
                                                                                         =======     =======        
  
                                 ------    
                                 (a) Total return is not annualized. 
                                 (b) Ratios are based on average net assets of
                                     $43,034,277. Ratios of expenses and net
                                     investment income to average net assets
                                     prior to waiver of advisory fees are 1.28%
                                     and 0.59%, respectively.
                                 (c) Ratios are annualized and based on average
                                     net assets of $7,074,079. Annualized ratios
                                     of expenses and net investment income
                                     (loss) to average net assets prior to
                                     waiver of advisory fees are 3.06% and
                                     (1.23)%, respectively. 
</TABLE>

                                     FS-76
<PAGE>
 
  REPORT OF                      To the Shareholders and Board of Directors 
  INDEPENDENT                    AIM Variable Insurance Funds, Inc.          
  CERTIFIED PUBLIC 
  ACCOUNTANTS                    We have audited the accompanying statement of
                                 assets and liabilities of AIM V.I. Money Market
                                 Fund, a series of shares of common stock of AIM
                                 Variable Insurance Funds, Inc. including the
                                 schedule of investments as of January 31, 1995,
                                 the related statement of operations for the
                                 year then ended and the statement of changes in
                                 net assets and financial highlights for the
                                 year then ended and the period May 5, 1993
                                 (commencement of operations) through January
                                 31, 1994. These financial statements and
                                 financial highlights are the responsibility of
                                 the Fund's management. Our responsibility is to
                                 express an opinion on these financial
                                 statements and financial highlights based on
                                 our audits.

                                 We conducted our audits in accordance with
                                 generally accepted auditing standards. Those
                                 standards require that we plan and perform the
                                 audit to obtain reasonable assurance about
                                 whether the financial statements and financial
                                 highlights are free of material misstatement.
                                 An audit includes examining, on a test basis,
                                 evidence supporting the amounts and disclosures
                                 in the financial statements. Our procedures
                                 included confirmation of securities owned as of
                                 January 31, 1995, by correspondence with the
                                 custodian. An audit also includes assessing the
                                 accounting principles used and significant
                                 estimates made by management, as well as
                                 evaluating the overall financial statement
                                 presentation. We believe that our audits
                                 provide a reasonable basis for our opinion.

                                 In our opinion, the financial statements and
                                 financial highlights referred to above present
                                 fairly, in all material respects, the financial
                                 position of AIM V.I. Money Market Fund, as of
                                 January 31, 1995, the results of its operations
                                 for the year then ended, and the changes in its
                                 net assets and the financial highlights for the
                                 year then ended and the period May 5, 1993
                                 through January 31, 1994, in conformity with
                                 generally accepted accounting principles.

                                                        TAIT, WELLER & BAKER
 
                                 Philadelphia, Pennsylvania  
                                 February 24, 1995            
 
                                     FS-77
<PAGE>
 
<TABLE>
<CAPTION>
<C>                              <C>        <S>                                                  <C>
  AIM V.I. MONEY                  PRINCIPAL                                                           MARKET         
  MARKET FUND                        AMOUNT                                                            VALUE         
  SCHEDULE OF                     ---------                                                           ------         
  INVESTMENTS                               COMMERCIAL PAPER - 35.42%(a)                                             
  January 31, 1995 
                                            AEROSPACE/DEFENSE - 5.42%                                                

                                            International Lease Finance Corp., 6.20%, 04/07/95                       
                                 $1,700,000  .................................................   $ 1,680,969         
                                                                                                 -----------         
                                            BEVERAGES - 5.42%                                                        

                                  1,700,000 Seagram (Joseph E.) & Sons, Inc., 6.20%, 04/07/95.     1,680,969         
                                                                                                 -----------         
                                            FINANCE (BUSINESS CREDIT) - 4.76%                                        

                                  1,500,000 General Electric Capital Corp., 6.43%, 05/04/95...     1,475,352         
                                                                                                 -----------         
                                            FINANCE (CONSUMER CREDIT) - 5.41%                                        

                                  1,700,000 Ciesco L.P., 6.20%, 04/17/95......................     1,678,042         
                                                                                                 -----------         
                                            INSURANCE (LIFE & HEALTH) - 4.83%                                        

                                  1,500,000 Lincoln National Corp., 5.77%, 02/14/95...........     1,496,875         
                                                                                                 -----------         
                                            OFFICE PRODUCTS - 4.79%                                                  

                                  1,500,000 Xerox Credit Corp., 6.05%, 03/30/95...............     1,485,631         
                                                                                                 -----------         
                                            PAPER & FOREST PRODUCTS - 4.79%                                          

                                  1,500,000 Weyerhaeuser Co., 6.05%, 03/23/95.................     1,487,396         
                                                                                                 -----------         
                                            Total Commercial Paper............................    10,985,234         
                                                                                                 -----------         
                                            U.S. GOVERNMENT AGENCY SECURITIES - 17.73%                               

                                            FEDERAL NATIONAL MORTGAGE ASSOCIATION - 6.45%                            

                                  2,000,000 6.40%, 06/02/99(b)................................     2,000,000         
                                                                                                 -----------         
                                            STUDENT LOAN MARKETING ASSOCIATION - 11.28%                              

                                    500,000 6.15%, 08/20/98(b)................................       499,877         
                                  1,000,000 6.17%, 01/13/99(b)................................     1,000,000         
                                  2,000,000 6.16%, 02/22/99(b)................................     2,000,681         
                                                                                                 -----------         
                                                                                                   3,500,558         
                                                                                                 -----------         
                                            Total U.S. Government Agency Securities...........     5,500,558         
                                                                                                 -----------         
                                            MASTER NOTE AGREEMENT - 4.80%                                            

                                  1,490,000 J.P. Morgan Securities Inc., 6.05%, 10/16/95(c)...     1,490,000         
                                                                                                 -----------         
                                            Total Investments, excluding Repurchase                                  
                                             Agreements.......................................    17,975,792         
                                                                                                 -----------         
                                            REPURCHASE AGREEMENTS - 41.94%(d)                                        

                                            Barclays de Zoete Wedd Government Securities,                            
                                  7,000,000  Inc., 5.80%, 02/01/95(e).........................     7,000,000         
                                      7,426 Goldman, Sachs & Co., Inc., 5.80%, 02/01/95(f)....         7,426         
                                            Swiss Bank Government Securities, Inc., 5.80%,                           
                                  6,000,000  02/01/95(g)......................................     6,000,000         
                                                                                                 -----------         
                                            Total Repurchase Agreements.......................    13,007,426         
                                                                                                 -----------         
                                            TOTAL INVESTMENTS - 99.89%........................    30,983,218(h)      

                                            OTHER ASSETS LESS LIABILITIES - 0.11%.............        33,634         
                                                                                                 -----------         
                                            NET ASSETS - 100.00%..............................   $31,016,852         
                                                                                                 ===========         
</TABLE> 
 
                                     FS-78
<PAGE>

<TABLE> 
<C>                              <S>  
                                 NOTES TO SCHEDULE OF INVESTMENTS:                                                 
                                 (a) Some commercial paper is traded on a discount basis. In such cases, the        
                                     interest rate shown represents the rate of discount paid or received at the    
                                     time of purchase by the Fund.                                                  
                                 (b) Interest rates are redetermined weekly. Rates shown are in effect for the      
                                     period ending January 31, 1995.                                                
                                 (c) The Fund may demand prepayment of notes purchased under the Master Note        
                                     Purchase Agreement upon seven calendar days' notice. Interest rates are        
                                     redetermined periodically. Rate shown is the rate in effect on January 31,     
                                     1995.                                                                          
                                 (d) Collateral on repurchase agreements, including the Fund's pro-rata interest    
                                     in joint repurchase agreements, is taken into possession by the Fund upon      
                                     entering into the repurchase agreement. The collateral is marked to market     
                                     daily to ensure its market value as being 102 percent of the sales price of    
                                     the repurchase agreement.                                                      
                                 (e) Joint repurchase agreement entered into 01/31/95 with a maturing value of      
                                     $160,025,778. Collateralized by $151,985,000 U.S. Treasury obligations,        
                                     0.00% to 13.375% due 02/15/95 to 11/15/24. The aggregate market value of       
                                     the collateral at 01/31/95 was $163,248,737. The Fund's pro-rata interest      
                                     in the collateral at 01/31/95 was $7,142,132.                                  
                                 (f) Joint repurchase agreement entered into 01/31/95 with a maturing value of      
                                     $550,371,439. Collateralized by $546,482,000 U.S. Treasury obligations,        
                                     4.25% to 10.375% due 02/15/95 to 05/15/21. The aggregate market value of       
                                     the collateral at 01/31/95 was $561,314,868. The Fund's pro-rata interest      
                                     in the collateral at 01/31/95 was $7,575.                                      
                                 (g) Joint repurchase agreement entered into 01/31/95 with a maturing value of      
                                     $160,025,778. Collateralized by $166,659,000 U.S. Treasury bills due          
                                     02/16/95 to 01/11/96. The aggregate market value of the collateral at          
                                     01/31/95 was $163,218,410. The Fund's pro-rata interest in the collateral      
                                     at 01/31/95 was $6,120,690.                                                    
                                 (h) Also represents cost for federal income tax purposes.                          
 
 
                                 See Notes to Financial Statements.

 </TABLE>
 
                                     FS-79
<PAGE>
 
<TABLE>
<C>                              <S>                                                                 <C>
  AIM V.I. MONEY                 ASSETS:                                                                         
  MARKET FUND                    Investments, excluding repurchase agreements, at value (amortized               
  STATEMENT OF                    cost)............................................................. $17,975,792
  ASSETS AND                     Repurchase agreements..............................................  13,007,426
  LIABILITIES                    Interest receivable................................................      64,344
  January 31, 1995               Organizational costs, net..........................................       9,400
                                 Investment for deferred compensation plan..........................       3,467
                                 Other assets.......................................................         305
                                                                                                     -----------
                                     Total assets...................................................  31,060,734
                                                                                                     -----------
                                 LIABILITIES:                                                                    
                                 Payables for:                                                                   
                                   Capital stock purchased..........................................       2,813
                                   Deferred compensation plan.......................................       3,467
                                 Accrued advisory fees..............................................      11,202
                                 Accrued directors' fees............................................       1,414
                                 Accrued administrative service fees................................       1,919
                                 Accrued operating expenses.........................................      23,067
                                                                                                     -----------
                                     Total liabilities..............................................      43,882
                                                                                                     -----------
                                 Net assets applicable to shares outstanding........................ $31,016,852
                                                                                                     ===========
                                 Capital shares, $.001 par value per share:                                      
                                   Authorized....................................................... 250,000,000
                                                                                                     ===========
                                   Outstanding......................................................  31,015,948
                                                                                                     ===========
                                 Net asset value, offering and redemption price per share...........       $1.00
                                                                                                           ===== 

 
                                 See Notes to Financial Statements.
 
</TABLE>
                                     FS-80
<PAGE>

<TABLE>
<C>                              <S>                                                                  <C> 
  AIM V.I. MONEY                 INVESTMENT INCOME:                                                              
  MARKET FUND                      Interest.......................................................... $1,245,882 
  STATEMENT OF                                                                                        ---------- 
  OPERATIONS                     EXPENSES:                                                                       
  For the year ended               Advisory fees.....................................................    104,498 
  January 31, 1995                 Custodian fees....................................................     14,194 
                                   Administrative service fees.......................................     21,019 
                                   Directors' fees and expenses......................................      4,647 
                                   Professional fees.................................................     16,933 
                                   Printing expenses.................................................     10,992 
                                   Organizational costs..............................................      2,892 
                                   Other.............................................................      7,107 
                                                                                                      ---------- 
                                    Total expenses...................................................    182,282 
                                 Less expenses assumed by advisor....................................    (18,531) 
                                                                                                      ---------- 
                                    Net expenses.....................................................    163,751 
                                                                                                      ---------- 
                                 Net investment income...............................................  1,082,131 
                                                                                                      ---------- 
                                 Net realized gain on sales of investment securities.................        904 
                                                                                                      ---------- 
                                 Net increase in net assets resulting from operations................ $1,083,035 
                                                                                                      ==========  

  
                                 See Notes to Financial Statements.
</TABLE>
 
                                     FS-81
<PAGE>
 
<TABLE>
<CAPTION>
                                 <S>                                                   <C>          <C>
  AIM V.I. MONEY                                                                          1995         1994      
  MARKET FUND                                                                          -----------  -----------  
  STATEMENT                      OPERATIONS:                                                                     
  OF CHANGES                       Net investment income.............................. $ 1,082,131  $   111,268 
  IN NET ASSETS                    Net realized gain on sales of investment                                      
  For the year ended                securities........................................         904           -- 
  January 31, 1995                                                                     -----------  ----------- 
  and the period                    Net increase in net assets resulting from                                    
  May 5, 1993 (date operations       operations.......................................   1,083,035      111,268 
  commenced) through January       Net increase from capital stock transactions.......  17,124,934   13,791,014 
  31, 1994                         Distributions to shareholders from net investment                             
                                    income............................................  (1,082,131)    (111,268)
                                                                                       -----------  ----------- 
                                    Net increase in net assets........................  17,125,838   13,791,014 
                                 NET ASSETS:                                                                     
                                   Beginning of period................................  13,891,014      100,000 
                                                                                       -----------  ----------- 
                                   End of period...................................... $31,016,852  $13,891,014 
                                                                                       ===========  =========== 
                                 NET ASSETS CONSIST OF:                                                         
                                   Capital (par value and additional paid-in)......... $31,015,948  $13,891,014 
                                   Undistributed net realized gain on sales of                                   
                                    investment securities.............................         904           -- 
                                                                                       -----------  ----------- 
                                                                                       $31,016,852  $13,891,014 
                                                                                       ===========  ===========  

 
                                 See Notes to Financial Statements.
</TABLE>
 
                                     FS-82
<PAGE>

<TABLE> 
<C>                              <S>   
  AIM V.I. MONEY                 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES                                             
  MARKET FUND                                                                                                         
  NOTES TO                        AIM Variable Insurance Funds, Inc. (the "Company"), is a Maryland corporation       
  FINANCIAL                      organized on January 22, 1993, and is registered under the Investment Company         
  STATEMENTS                     Act of 1940 (the "1940 Act"), as amended, as an open-end, series, management         
  January 31, 1995               investment company consisting of nine portfolios: AIM V.I. Money Market Fund,        
                                 AIM V.I. Capital Appreciation Fund, AIM V.I. Diversified Income Fund, AIM V.I.        
                                 Government Securities Fund, AIM V.I. Growth Fund, AIM V.I. Growth and Income         
                                 Fund, AIM V.I. International Equity Fund, AIM V.I. Utilities Fund and AIM V.I.        
                                 Value Fund. Matters affecting each portfolio are voted on exclusively by the         
                                 shareholders of such portfolio. The assets, liabilities and operations of each        
                                 portfolio are accounted for separately. Information presented in these               
                                 financial statements pertains only to the V.I. Money Market Fund (the "Fund").        
                                 Shares of the Fund are sold only to insurance company separate accounts to fund       
                                 the benefits of variable annuity contracts.                                           
 
                                 The following is a summary of the significant accounting policies followed by           
                                 the Fund in the presentation of its financial statements.                               
                                 A. Security Valuations - The Fund invests only in securities which have                 
                                    maturities of 397 days or less from the date of purchase. The securities are         
                                    valued on the basis of amortized cost which approximates market value. This          
                                    method values a security at its cost on the date of purchase and thereafter,         
                                    assumes a constant amortization to maturity of any discount or premiums.             
                                 B. Securities Transactions, Investment Income and Distributions - Securities            
                                    transactions are accounted for on a trade date basis. Interest income,               
                                    adjusted for amortization of premiums and discounts on investments, is               
                                    recorded as earned from settlement date and is recorded on the accrual               
                                    basis. Distributions to shareholders are declared and paid daily. Realized            
                                    gains or losses from securities transactions are recorded on the identified           
                                    cost basis.                                                                          
                                 C. Federal Income Taxes - It is the Fund's policy to continue to comply with            
                                    the requirements of the Internal Revenue Code applicable to regulated                
                                    investment companies and to distribute all of its taxable income and capital         
                                    gains to its shareholders. Therefore, no provision for federal income taxes           
                                    is recorded in the financial statements.                                             
                                 D. Expenses - Operating expenses directly attributable to a fund are charged to          
                                    that fund's operations. Expenses of the Company which are not directly               
                                    attributable to the operations of any fund of the Company are allocated to           
                                    the funds to which the expense relates based upon methods approved by the             
                                    Board of Directors of the Company.                                                    
                                 E. Organizational Costs - Organizational costs of $14,461 are being amortized           
                                    over five years.                                                                      
 
                                 NOTE 2 - INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES                  
                                                                                                                            
                                  The Company has entered into a master investment advisory agreement with A I M            
                                 Advisors, Inc. ("AIM"). Under the terms of the master investment advisory                 
                                 agreement, the Fund pays an advisory fee to AIM at an annual rate of 0.40% of             
                                 the first $250 million of the Fund's average daily net assets, plus 0.35% of              
                                 the Fund's average daily net assets in excess of $250 million. During the year            
                                 ended January 31, 1995, AIM waived advisory fees of $18,531 with respect to the            
                                 Fund.                                                                                      
 
                                  Pursuant to a master administrative services agreement between the Company and       
                                 AIM, with respect to the Fund, the Company has agreed to reimburse certain           
                                 administrative costs incurred in providing accounting services to the Fund.          
                                 During the year ended January 31, 1995, AIM was reimbursed $21,019 for such          
                                 services.                                                                            
                                                                                                                       
                                  The Company has entered into a master distribution agreement with A I M              
                                 Distributors, Inc. ("AIM Distributors") to serve as the distributor for the           
                                 Fund.                                                                                
                                                                                                                       
                                  Certain officers and directors of the Company are officers of AIM and AIM           
                                 Distributors.                                                                         
 
                                  The Fund incurred legal fees of $3,190 for services rendered by Reid & Priest        
                                 as counsel to the Company's directors. Effective September 1994, the firm of          
                                 Kramer, Levin, Naftalis, Nessen, Kamin & Frankel was appointed as counsel to          
                                 the Board of Directors. The Fund paid legal fees of $417 for services rendered        
                                 by that firm as counsel. A member of that firm is a director of the Company           
                                 and, prior to September 1994, was a member of Reid & Priest.                           
 
                                 NOTE 3 - DIRECTORS' FEES 
 
                                  Directors' fees represent remuneration paid or accrued to each director who is     
                                 not an "interested person" of the Company. The Company may invest directors         
                                 fees, if so elected by a director, in mutual fund shares in accordance with a        
                                 deferred compensation plan.                                                          
</TABLE> 
                                     FS-83
<PAGE>

<TABLE> 
<C>                              <S>   
                                 NOTE 4 - CAPITAL STOCK               
 
                                  Changes in capital stock outstanding during the year ended January 31, 1995     
                                 and the period May 5, 1993 (date operations commenced) through January 31, 1994  
                                 were as follows:                                                                  
 
</TABLE> 
<TABLE>
<CAPTION>
                                                                       1995                      1994            
                                                             -------------------------  -----------------------  
                                                               Shares        Amount       Shares      Amount     
                                                             -----------  ------------  ----------  -----------  
                                 <S>                         <C>          <C>           <C>         <C>          
                                 Sold.......................  53,878,101  $ 53,878,101  22,665,189  $22,665,189  
                                 Issued as reinvestment of                                                       
                                  distributions.............   1,082,131     1,082,131     111,268      111,268 
                                 Reacquired................. (37,835,278)  (37,835,278) (8,985,443)  (8,985,443) 
                                                             -----------  ------------  ----------  ----------- 
                                                              17,124,934  $ 17,124,934  13,791,014  $13,791,014 
                                                             ===========  ============  ==========  ===========  
</TABLE>
<TABLE>
<C>                              <S>  
                                 NOTE 5 - FINANCIAL HIGHLIGHTS 
 
                                  Shown below are the condensed financial highlights for a share outstanding of   
                                 the Fund during the year ended January 31, 1995 and the period May 5, 1993       
                                 (date operations commenced) through January 31, 1994.                             
</TABLE> 
<TABLE>
<CAPTION>
                                                                                          1995        1994           
                                                                                         -------     -------         
                                 <S>                                                     <C>         <C>             
                                 Net asset value, beginning of period................... $  1.00     $  1.00         
                                 Income from investment operations:                                                  
                                   Net investment income................................    0.04        0.02         
                                                                                         -------     -------         
                                 Less distributions:                                                                 
                                   Dividends from net investment income.................   (0.04)      (0.02)        
                                                                                         -------     -------          
                                 Net asset value, end of period......................... $  1.00     $  1.00         
                                                                                         =======     =======         
                                 Total return...........................................    3.98%       2.27%        
                                                                                         =======     =======          
                                 Ratios/supplemental data:                                                           
                                 Net assets, end of period (000s omitted)............... $31,017     $13,891         
                                                                                         =======     =======         
                                 Ratio of expenses to average net assets................    0.63%(a)    0.95%(b)     
                                                                                         =======     =======         
                                 Ratio of net investment income to average net assets...    4.14%(a)    2.29%(b)     
                                                                                         =======     =======          
       
                                 ------ 
                                 (a) Ratios are based on average net assets of
                                     $26,124,493. Ratios of expenses and net
                                     investment income to average net assets
                                     prior to waiver of advisory fees are 0.70%
                                     and 4.07%, respectively.
                                 (b) Ratios are annualized and based on average
                                     net assets of $6,533,606. Annualized ratios
                                     of expenses and net investment income to
                                     average net assets prior to waiver of
                                     advisory fees are 1.53% and 1.70%,
                                     respectively.
</TABLE>
 
                                     FS-84
<PAGE>
 
  REPORT OF                      To the Shareholders and Board of Directors  
  INDEPENDENT                    AIM Variable Insurance Funds, Inc.           
  CERTIFIED PUBLIC 
  ACCOUNTANTS                    We have audited the accompanying statement of
                                 assets and liabilities of AIM V.I. Utilities
                                 Fund, a series of shares of common stock of AIM
                                 Variable Insurance Funds, Inc. including the
                                 schedule of investments as of January 31, 1995,
                                 the related statement of operations and the
                                 statement of changes in net assets and
                                 financial highlights for the period May 2, 1994
                                 (commencement of operations) through January
                                 31, 1995. These financial statements and
                                 financial highlights are the responsibility of
                                 the Fund's management. Our responsibility is to
                                 express an opinion on these financial
                                 statements and financial highlights based on
                                 our audit.
 
                                 We conducted our audit in accordance with
                                 generally accepted auditing standards. Those
                                 standards require that we plan and perform the
                                 audit to obtain reasonable assurance about
                                 whether the financial statements and financial
                                 highlights are free of material misstatement.
                                 An audit includes examining, on a test basis,
                                 evidence supporting the amounts and disclosures
                                 in the financial statements. Our procedures
                                 included confirmation of securities owned as of
                                 January 31, 1995, by correspondence with the
                                 custodian and brokers. Where brokers did not
                                 reply to our confirmation requests, we carried
                                 out other appropriate auditing procedures. An
                                 audit also includes assessing the accounting
                                 principles used and significant estimates made
                                 by management, as well as evaluating the
                                 overall financial statement presentation. We
                                 believe that our audit provides a reasonable
                                 basis for our opinion.
 
                                 In our opinion, the financial statements and
                                 financial highlights referred to above present
                                 fairly, in all material respects, the financial
                                 position of AIM V.I. Utilities Fund, as of
                                 January 31, 1995, the results of its operations
                                 and the changes in its net assets and the
                                 financial highlights for the period May 2, 1994
                                 through January 31, 1995, in conformity with
                                 generally accepted accounting principles.
 
                                                     TAIT, WELLER & BAKER
 
                                 Philadelphia, Pennsylvania
                                 February 24, 1995
 
                                     FS-85
<PAGE>
 
<TABLE>
<CAPTION>
<S>                              <C>     <S>                                                          <C>
  AIM V.I. UTILITIES                                                                                     MARKET
  FUND                           SHARES                                                                   VALUE
  SCHEDULE OF                    ------                                                                  ------
  INVESTMENTS                           COMMON STOCKS - 78.21%                                                  
  January 31, 1995 
                                        ADVERTISING/BROADCASTING - 0.49%                                        
 
                                   600 British Sky Broadcasting - ADR(a).........................   $   14,475 
                                                                                                     ----------
                                        CONGLOMERATES - 0.60%                                                   

                                    400 Tenneco Inc. .............................................       17,600
                                                                                                     ----------
                                        ELECTRIC SERVICES - 44.17%                                              

                                    700 Baltimore Gas & Electric Co. .............................       16,975
                                  3,200 Boston Edison Co. ........................................       80,000
                                    300 Chilgener S.A. - ADR......................................        6,750
                                  2,200 Consolidated Edison Co. of New York, Inc. ................       62,150
                                  2,100 DPL, Inc. ................................................       45,150
                                    500 DQE, Inc. ................................................       15,875
                                    500 Detroit Edison Co. .......................................       14,000
                                  1,800 Duke Power Co. ...........................................       72,675
                                    350 Eastern Group PLC.........................................        3,930
                                  1,500 Eastern Utilities Associates..............................       34,313
                                    700 Empresa Nacional de Electricidad S.A. - ADR...............       28,525
                                    500 Enersis S.A. - ADR........................................       12,000
                                  2,000 FPL Group, Inc. ..........................................       73,250
                                    500 Florida Progress Corp.....................................       15,875
                                  2,000 General Public Utilities Corp. ...........................       56,500
                                  2,200 Houston Industries, Inc. .................................       87,725
                                  1,100 Illinova Corp. ...........................................       24,613
                                  2,200 Kansas City Power & Light Co. ............................       52,250
                                    700 Korea Electric Power Corp. - ADR..........................       13,300
                                    350 Midlands Electricity PLC..................................        4,179
                                  2,225 National Power PLC........................................       16,715
                                    500 New England Electric System...............................       16,625
                                    300 New Jersey Resources Corp. ...............................        6,713
                                  2,600 NIPSCO Industries, Inc. ..................................       79,300
                                  1,200 Northeast Utilities.......................................       28,650
                                  2,000 Northern States Power Co. ................................       92,500
                                    300 Ohio Edison Co. ..........................................        6,337
                                  2,400 Oklahoma Gas & Electric Co. ..............................       84,600
                                    300 Pacific Gas & Electric Co. ...............................        7,575
                                  1,100 Peco Energy Co. ..........................................       29,425
                                  1,500 Pinnacle West Capital Corp. ..............................       31,125
                                  2,200 PowerGen PLC..............................................       18,197
                                    500 Shandong Huaneng Power Co. Ltd. - ADR(a)..................        4,313
                                  3,500 Southern Co. (The)........................................       73,063
                                    900 SCE Corp. ................................................       14,738
                                    200 Texas Utilities Co. ......................................        6,950
                                    700 Unicom Corp. .............................................       18,200
                                     66 VEBA A.G. ................................................       22,221
                                    300 Western Resources, Inc. ..................................        9,563
                                    500 Wisconsin Energy Corp. ...................................       14,000
                                    440 Yorkshire Electricity PLC.................................        5,449
                                                                                                     ----------
                                                                                                      1,306,294
                                                                                                     ---------- 
</TABLE>
 
                                     FS-86
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                          MARKET
                                   SHARES                                                                  VALUE
                                   ------                                                                 ------
<C>                               <C>     <S>                                                         <C>        
                                          NATURAL GAS PIPELINE - 7.14%                                           

                                      500 Columbia Gas System, Inc.(a).............................   $   12,313
                                    1,000 Enron Corp. .............................................       29,125
                                    1,500 MCN Corp. ...............................................       26,438
                                    3,300 Panhandle Eastern Corp. .................................       69,300
                                      700 Sonat Inc. ..............................................       18,813
                                    1,624 Transco Energy Co. ......................................       28,116
                                    1,300 Westcoast Energy, Inc. ..................................       19,013
                                      300 Williams Companies Inc. (The)............................        8,100
                                                                                                      ----------
                                                                                                         211,218
                                                                                                      ----------
                                          REAL ESTATE INVESTMENT TRUSTS - 2.90%                                  

                                      400 Avalon Properties, Inc. .................................        7,650
                                    1,000 Bay Apartment Communities................................       19,875
                                      200 Felcor Suite Hotels Inc. ................................        3,950
                                    1,000 Innkeepers USA Trust.....................................        7,625
                                      200 Meditrust................................................        6,125
                                      100 National Health Investors, Inc. .........................        2,513
                                      900 Oasis Residential Inc. ..................................       19,913
                                      800 RFS Hotel Investors Inc. ................................       10,800
                                      600 South West Property Trust................................        7,425
                                                                                                      ----------
                                                                                                          85,876
                                                                                                      ----------
                                          TELECOMMUNICATIONS - 3.28%                                             

                                      600 ALC Communications Corp.(a)..............................       17,400
                                      500 Nokia Corp. - ADR........................................       36,563
                                       70 Telefonaktiebolaget LM Ericsson..........................        3,771
                                      730 Telefonaktiebolaget LM Ericsson - ADR....................       39,329
                                                                                                      ----------
                                                                                                          97,063
                                                                                                      ----------
                                          TELEPHONE - 18.52%                                                     

                                      100 ALLTEL Corp. ............................................        2,835
                                      700 American Telephone and Telegraph Co. ....................       34,913
                                    2,100 Ameritech Corp. .........................................       92,138
                                    1,200 BellSouth Corp. .........................................       71,100
                                    1,300 Century Telephone Enterprise, Inc. ......................       40,950
                                    1,400 Cincinnati Bell, Inc. ...................................       27,123
                                    1,000 Frontier Corp. ..........................................       21,000
                                      400 GTE Corp. ...............................................       13,550
                                      200 Grupo Iusacell S.A. de C.V. - ADR Series L(a)............        2,923
                                      700 Hong Kong Telecom Ltd. - ADR.............................       12,425
                                      200 PT Indosat - ADR(a)......................................        6,275
                                      510 Royal PTT Nederland N.V. ADS.............................       16,724
                                          Royal PTT Nederland N.V. ADS - ADR(b)(Acquired 06/13/94;               
                                      500  cost $13,374)...........................................       16,438
                                      900 Southern New England Telecommunications Corp. ...........       29,923
                                    1,900 Southwestern Bell Corp. .................................       80,986
                                      400 Tele Danmark A/S - ADR(a)................................       10,000
                                      800 Telecom Corp. of New Zealand Ltd. - ADR..................       44,200
                                    5,075 Telecom Italia S.p.A. ...................................       14,057
                                      200 Telefonica de Argentina - ADR............................       10,200
                                                                                                      ----------
                                                                                                         547,760
                                                                                                      ---------- 
</TABLE>
 
                                     FS-87
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                        MARKET 
                                    SHARES                                                               VALUE 
                                 ---------                                                              ------ 
                                 <C>       <S>                                                      <C>        
                                           WATER SUPPLY - 1.11%                                                

                                    2,850  North West Water PLC..................................   $   22,041 
                                    1,400  Yorkshire Water PLC...................................       10,584 
                                                                                                    ---------- 
                                                                                                        32,625 
                                                                                                    ---------- 
                                           Total Common Stocks...................................    2,312,911 
                                                                                                    ----------  
<CAPTION>  
                                 PRINCIPAL                                                                        
                                    AMOUNT                                                                        
                                 ---------                                                                        
                                 <C>       <S>                                                      <C>           
                                           BONDS & NOTES - 6.49%                                                  

                                           COMPUTER SOFTWARE/SERVICES - 0.28%                                     

                                 $  9,000  Network Equipment Technologies, Convertible                            
                                            Subordinated Debentures,                                              
                                            7.25%, 05/15/14......................................        8,305    
                                                                                                    ----------    
                                           ELECTRIC SERVICES - 2.21%                                              

                                   75,000  Arizona Public Service, Debentures, 8.00%, 12/30/15...       65,453    
                                                                                                    ----------    
                                           FINANCE - CONSUMER CREDIT - 2.54%                                      

                                   75,000  GMAC, Step Up Notes, 5.50%, 10/15/02(c)...............       75,106    
                                                                                                    ----------    
                                           NATURAL GAS PIPELINE - 1.46%                                           

                                           Panhandle Eastern Pipeline, Debentures, 7.875%,                        
                                   45,000   08/15/04.............................................       43,143    
                                                                                                    ----------    
                                           Total Bonds & Notes...................................      192,007    
                                                                                                    ----------    
                                           U.S. TREASURY NOTES - 3.30%                                            

                                  100,000  U.S. Treasury Notes, 7.25%, 05/15/04..................       97,719    
                                                                                                    ----------    
                                           Total U.S. Treasury Notes.............................       97,719    
                                                                                                    ----------    
                                           Total Investments, excluding Repurchase Agreements....    2,602,637    
                                                                                                    ----------    
                                           REPURCHASE AGREEMENT -17.14%(d)                                        

                                  507,067  Goldman, Sachs & Co. Inc., 5.80%, 02/01/95(e).........      507,067    
                                                                                                    ----------    
                                           Total Repurchase Agreement............................      507,067    
                                                                                                    ----------    
                                           TOTAL INVESTMENTS - 105.14%...........................    3,109,704    

                                           LIABILITIES IN EXCESS OF OTHER ASSETS - (5.14)%.......     (152,037)   
                                                                                                    ----------    
                                           NET ASSETS - 100.00%..................................   $2,957,667    
                                                                                                    ==========    
                                 NOTES TO SCHEDULE OF INVESTMENTS:
                                 (a) Non-income producing security.
                                 (b) Restricted security. May be resold to
                                     qualified institutional buyers in
                                     accordance with the provisions of Rule 144A
                                     under the Securities Act of 1933, as
                                     amended. The valuation of this security has
                                     been determined in accordance with
                                     procedures established by the Board of
                                     Directors. The market value of this
                                     security at January 31, 1995 was $16,438,
                                     which represented 0.56% of net assets.
                                 (c) Rate shown is the rate in effect on
                                     January 31, 1995. Interest rate steps up to
                                     9.00% effective October 15, 1995.
                                 (d) Collateral on repurchase agreements,
                                     including the Fund's pro-rata interest in
                                     joint repurchase agreements, is taken into
                                     possession by the Fund upon entering into
                                     the repurchase agreement. The collateral is
                                     marked to market daily to ensure its market
                                     value as being 102 percent of the sales
                                     price of the repurchase agreement.
                                 (e) Joint repurchase agreement entered into
                                     01/31/95 with a maturing value of
                                     $550,371,439. Collateralized by
                                     $546,482,000 U.S. Treasury obligations,
                                     4.25% to 10.375% due 02/15/95 to 05/15/21.
                                     The aggregate market value of the
                                     collateral at 01/31/95 was $561,314,868.
                                     The Fund's pro-rata interest in the
                                     collateral at 01/31/95 was $517,233.
 
                                 See Notes to Financial Statements.
</TABLE> 

                                     FS-88
<PAGE>
 
<TABLE>
<C>                              <S>                                                                 <C>
  AIM V.I. UTILITIES             ASSETS:                                                                         
  FUND                           Investments, excluding repurchase agreements, at value (cost                    
  STATEMENT OF                    $2,568,100)....................................................... $ 2,602,637
  ASSETS AND                     Repurchase agreements (cost $507,067)..............................     507,067
  LIABILITIES                    Foreign currencies, at value (cost $49,263)........................      48,774
  January 31, 1995               Receivables for:                                                                
                                   Investments sold.................................................      54,329
                                   Capital stock sold...............................................      46,149
                                   Dividends and interest...........................................      17,415
                                   Reimbursement from advisor.......................................       7,000
                                 Investment for deferred compensation plan..........................       1,265
                                                                                                     -----------
                                     Total assets...................................................   3,284,636
                                                                                                     -----------
                                 LIABILITIES:                                                                    
                                 Payables for:                                                                   
                                   Investments purchased............................................     318,843
                                   Deferred compensation plan.......................................       1,265
                                 Accrued directors' fees............................................       1,503
                                 Accrued administrative service fees................................       2,050
                                 Accrued operating expenses.........................................       3,308
                                                                                                     -----------
                                     Total liabilities..............................................     326,969
                                                                                                     -----------
                                 Net assets applicable to shares outstanding........................ $ 2,957,667
                                                                                                     ===========
                                 Capital shares, $.001 par value per share:                                      
                                   Authorized....................................................... 250,000,000
                                                                                                     ===========
                                   Outstanding......................................................     305,237
                                                                                                     ===========
                                 Net asset value, offering and redemption price per share...........       $9.69
                                                                                                           ===== 

 
                                 See Notes to Financial Statements.
 
</TABLE>
                                     FS-89
<PAGE>
 
<TABLE>
<C>                              <S>                                                                  <C>
  AIM V.I. UTILITIES             INVESTMENT INCOME:                                                            
  FUND                             Dividends (net of $234 foreign withholding tax)................... $ 56,793 
  STATEMENT OF                     Interest..........................................................   24,430 
  OPERATIONS                                                                                          -------- 
  For the period                     Total investment income.........................................   81,223 
  May 2, 1994 (date operations                                                                        -------- 
  commenced) through             EXPENSES:                                                                     
  January 31, 1995                 Advisory fees.....................................................    9,264 
                                   Custodian fees....................................................    5,193 
                                   Administrative service fees.......................................   13,577 
                                   Directors' fees and expenses......................................    3,760 
                                   Professional fees.................................................    6,722
                                   Other.............................................................    1,371 
                                                                                                      -------- 
                                    Total expenses...................................................   39,887 
                                 Less expenses assumed by advisor....................................  (21,264)
                                                                                                      -------- 
                                    Net expenses.....................................................   18,623 
                                                                                                      -------- 
                                 Net investment income...............................................   62,600 
                                                                                                      -------- 
                                 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT SECURITIES AND              
                                  FOREIGN CURRENCIES:                                                          
                                 Net realized gain (loss) on:                                                  
                                   Investment securities.............................................  (64,319)
                                   Foreign currencies................................................      400 
                                                                                                      -------- 
                                                                                                       (63,919)
                                                                                                      -------- 
                                 Unrealized appreciation (depreciation) of:                                    
                                   Investment securities.............................................   34,537 
                                   Foreign currencies................................................     (631)
                                                                                                      -------- 
                                                                                                        33,906 
                                                                                                      -------- 
                                 Net gain (loss) on sales of investment securities and foreign                 
                                  currencies.........................................................  (30,013)
                                                                                                      -------- 
                                 Net increase in net assets resulting from operations................ $ 32,587 
                                                                                                      ======== 
 
 
                                 See Notes to Financial Statements.
</TABLE>
 
                                     FS-90
<PAGE>
 
<TABLE>
<CAPTION>
<C>                              <S>                                                                <C>
  AIM V.I. UTILITIES                                                                                   1995      
  FUND                                                                                              ----------- 
  STATEMENT                      OPERATIONS:                                                                    
  OF CHANGES                       Net investment income........................................... $    62,600 
  IN NET ASSETS                    Net realized gain (loss) on sales of investment securities and                
  For the period May 2, 1994        foreign currencies.............................................     (63,919)
  (date operations commenced)      Unrealized appreciation of investment securities and foreign                  
  through January 31, 1995          currencies.....................................................      33,906 
                                                                                                    ----------- 
                                    Net increase in net assets resulting from operations...........      32,587 
                                   Net increase from capital stock transactions....................   2,981,631 
                                   Distributions to shareholders from net investment income........     (56,551)
                                                                                                    ----------- 
                                    Net increase in net assets.....................................   2,957,667 
                                 NET ASSETS:                                                                     
                                   Beginning of period.............................................          -- 
                                                                                                    ----------- 
                                   End of period................................................... $ 2,957,667 
                                                                                                    =========== 
                                 NET ASSETS CONSIST OF:                                                          
                                   Capital (par value and additional paid-in)...................... $ 2,981,631 
                                   Undistributed net investment income.............................       6,049 
                                   Undistributed net realized gain (loss) on sales of investment                 
                                    securities and foreign currencies..............................     (63,919) 
                                   Unrealized appreciation of investment securities and foreign                  
                                    currencies.....................................................      33,906 
                                                                                                    ----------- 
                                                                                                    $ 2,957,667 
                                                                                                    ===========  
                                 See Notes to Financial Statements.             
</TABLE>
 
                                     FS-91
<PAGE>

<TABLE> 
<C>                              <S>  
  AIM V.I. UTILITIES             NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES 
  FUND                            AIM Variable Insurance Funds, Inc. (the "Company"), is a Maryland corporation  
  NOTES TO                       organized on January 22, 1993, and is registered under the Investment Company   
  FINANCIAL                      Act of 1940 (the "1940 Act"), as amended, as an open-end, series, management    
  STATEMENTS                     investment company consisting of nine portfolios: AIM V.I. Utilities Fund, AIM   
  January 31, 1995               V.I. Capital Appreciation Fund, AIM V.I. Diversified Income Fund, AIM V.I.      
                                 Government Securities Fund, AIM V.I. Growth Fund, AIM V.I. Growth and Income     
                                 Fund, AIM V.I. International Equity Fund, AIM V.I. Money Market Fund, and AIM    
                                 V.I. Value Fund. Matters affecting each portfolio are voted on exclusively by    
                                 the shareholders of such portfolio. The assets, liabilities and operations of    
                                 each portfolio are accounted for separately. Information presented in these     
                                 financial statements pertains only to the V.I. Utilities Fund (the "Fund").     
                                 Shares of the Fund are sold only to insurance company separate accounts to fund 
                                 the benefits of variable annuity contracts.                                      
                                                                                  
                                 The following is a summary of the significant accounting policies followed by                 
                                 the Fund in the presentation of its financial statements.                                     
                                 A. Security Valuations - Equity securities, including warrants, that are listed               
                                    on a national securities exchange or part of the NASDAQ National Market                    
                                    System are valued at the last reported sales price or, in the case of over-                
                                    the-counter securities or if there has been no sale that day, at the mean                  
                                    between the closing bid and asked prices on that day. Debt securities are                  
                                    valued on the basis of valuations furnished by a pricing service, which                    
                                    determines valuations for normal, institutional-size trading units of such                 
                                    securities using market information, transactions for comparable securities                
                                    and various relationships between securities which are generally recognized                
                                    by institutional traders. Securities traded in the over-the-counter market,                
                                    except (i) securities priced by the pricing service, (ii) securities for                   
                                    which representative exchange prices are available, and (iii) securities                   
                                    reported in the NASDAQ National Market System, are valued at the mean                      
                                    between representative last bid and asked prices obtained from an electronic               
                                    quotation reporting system, if such prices are available, or from                          
                                    established market makers. Short-term investments with remaining maturities                
                                    of up to and including 60 days are valued at amortized cost which                          
                                    approximates market value. Short-term securities that mature in more than 60               
                                    days are valued at current market quotations. Restricted and other                         
                                    securities and assets of the Fund are stated at fair value as determined in                
                                    good faith by, or under the authority of, the Board of Directors.                          
                                 B. Securities Transactions, Investment Income and Distributions - Securities                  
                                    transactions are accounted for on a trade date basis. Interest income is                   
                                    recorded as earned from settlement date and is recorded on the accrual                     
                                    basis. Dividend income and distributions to shareholders are recorded on the               
                                    ex-dividend date. Realized gains or losses from securities transactions are                
                                    recorded on the identified cost basis.                                                     
                                 C. Federal Income Taxes - It is the Fund's policy to continue to comply with                  
                                    the requirements of the Internal Revenue Code applicable to regulated                      
                                    investment companies and to distribute all of its taxable income and capital               
                                    gains to its shareholders. Therefore, no provision for federal income taxes                 
                                    is recorded in the financial statements. The Fund had capital loss                          
                                    carryforwards (which may be carried forward to offset future taxable capital                
                                    gains, if any) of $29,404, which expires, if not previously utilized, in the                
                                    year 2003.                                                                                 
                                 D. Expenses - Operating expenses directly attributable to a Fund are charged to               
                                    that Fund's operations. Expenses of the Company which are not directly                     
                                    attributable to the operations of any fund of the Company are allocated to                 
                                    the funds to which the expense relates based upon methods approved by the                  
                                    Board of Directors of the Company.                                                         
                                 E. Foreign Currency Translation - Portfolio securities and other assets and                   
                                    liabilities denominated in foreign currencies are translated into U.S.                     
                                    dollars at date of valuation. Purchases and sales of portfolio securities                  
                                    and income items denominated in foreign currencies are translated into U.S.                 
                                    dollar amounts on the respective dates of such transactions.                               
                                 F. Forward Currency Contracts - A forward currency contract is an obligation to               
                                    purchase or sell a specific currency for an agreed-upon price at a future                  
                                    date. The Fund may enter into a forward contract to attempt to minimize the                
                                    risk to the Fund from adverse changes in the relationship between                          
                                    currencies. The Fund may also enter into a currency contract for the amount                
                                    of a purchase or sale of a security denominated in a foreign currency in                   
                                    order to "lock-in" the U.S. dollar price of that security. The Fund could be               
                                    exposed to risk if counterparties to the contracts are unable to meet the                  
                                    terms of their contracts or if the value of the foreign currency changes                   
                                    unfavorably.                                                                                
</TABLE> 
 
                                     FS-92
<PAGE>

<TABLE> 
<C>                              <S>  
                                 NOTE 2 - INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
 
                                  The Company has entered into a master investment advisory agreement with A I M    
                                 Advisors, Inc. ("AIM"). Under the terms of the master investment advisory          
                                 agreement, the Fund pays an advisory fee to AIM at an annual rate of 0.65% of      
                                 the first $250 million of the Fund's average daily net assets, plus 0.60% of        
                                 the Fund's average daily net assets in excess of $250 million. During the          
                                 period May 2, 1994 (date operations commenced) through January 31, 1995, AIM       
                                 waived advisory fees of $9,264 and reimbursed expenses of $12,000 with respect     
                                 to the Fund.                                                                        
 
                                  Pursuant to a master administrative services agreement between the Company and    
                                 AIM, with respect to the Fund, the Company has agreed to reimburse certain         
                                 administrative costs incurred in providing accounting services to the Fund.        
                                 During the period May 2, 1994 (date operations commenced) through January 31,      
                                 1995, AIM was reimbursed $13,577 for such services.                                 
 
                                  The Company has entered into a master distribution agreement with A I M       
                                 Distributors, Inc. ("AIM Distributors") to serve as the distributor for the    
                                 Fund.                                                                           
 
                                  Certain officers and directors of the Company are officers of AIM and AIM 
                                 Distributors.                                                               
 
                                  The Fund incurred legal fees of $886 for services rendered by Reid & Priest as      
                                 counsel to the Company's directors. Effective September 1994, the firm of            
                                 Kramer, Levin, Naftalis, Nessen, Kamin & Frankel was appointed as counsel to         
                                 the Board of Directors. The Fund paid legal fees of $403 for services rendered       
                                 by that firm as counsel. A member of that firm is a director of the Company          
                                 and, prior to September 1994, was a member of Reid & Priest.                          
 
                                 NOTE 3 - DIRECTORS' FEES 
 
                                  Directors' fees represent remuneration paid or accrued to each director who is   
                                 not an "interested person" of the Company. The Company may invest directors'      
                                 fees, if so elected by a director, in mutual fund shares in accordance with a     
                                 deferred compensation plan.                                                        
 
                                 NOTE 4 - INVESTMENT SECURITIES 
 
                                  The aggregate amount of investment securities (other than short-term            
                                 securities) purchased and sold by the Fund during the period May 2, 1994 (date   
                                 operations commenced) through January 31, 1995 was $3,789,890 and $1,157,471,    
                                 respectively.                                                                     
 
                                  The amount of unrealized appreciation (depreciation) of investment securities   
                                 on a tax basis as of January 31, 1995 is as follows:                              
 
</TABLE> 
<TABLE>
                                 <S>                                                                    <C>       
                                 Aggregate unrealized appreciation of investment securities............ $ 94,946 
                                 Aggregate unrealized (depreciation) of investment securities..........  (69,092) 
                                                                                                        -------- 
                                 Net unrealized appreciation of investment securities.................. $ 25,854 
                                                                                                        ========  
</TABLE>
<TABLE>
<C>                              <S>  
                                 Cost of investments for tax purposes is $2,576,783. 
 
                                 NOTE 5 - CAPITAL STOCK 
 
                                  Changes in capital stock outstanding during the period May 2, 1994 (date 
                                 operations commenced) through January 31, 1995 were as follows:            
 
</TABLE> 
<TABLE>
<CAPTION>
                                                                                                    1995          
                                                                                             ------------------- 
                                                                                             Shares     Amount   
                                                                                             -------  ---------- 
                                 <S>                                                         <C>      <C>         
                                 Sold....................................................... 303,347  $2,952,131 
                                 Issued as reinvestment of distributions....................   5,893      56,551 
                                 Reacquired.................................................  (4,003)    (27,051) 
                                                                                             -------  ---------- 
                                                                                             305,237  $2,981,631 
                                                                                             =======  ==========  
</TABLE>
 
                                     FS-93
<PAGE>
 
<TABLE> 
<C>                              <S> 
                                 NOTE 6 - FINANCIAL HIGHLIGHTS
 
                                  Shown below are the condensed financial highlights for a share outstanding of
                                 the Fund during the period May 2, 1994 (date operations commenced) through
                                 January 31, 1995.
 
</TABLE> 
<TABLE>
<CAPTION>
                                                                                                        1995               
                                                                                                       ------         
                                 <S>                                                                   <C>            
                                 Net asset value, beginning of period................................  $10.00         
                                 Income from investment operations:                                                   
                                   Net investment income.............................................    0.27         
                                   Net gains (losses) on securities (both realized and unrealized)...   (0.33)        
                                                                                                       ------         
                                    Total from investment operations.................................   (0.06)        
                                                                                                       ------         
                                 Less distributions:                                                                  
                                   Dividends from net investment income..............................   (0.25)        
                                                                                                       ------         
                                 Net asset value, end of period......................................  $ 9.69         
                                                                                                       ======         
                                 Total return(a).....................................................   (0.56)%       
                                                                                                       ======         
                                 Ratios/supplemental data:                                                            
                                 Net assets, end of period (000s omitted)............................  $2,958         
                                                                                                       ======         
                                 Ratio of expenses to average net assets.............................    1.31%(b)     
                                                                                                       ======         
                                 Ratio of net investment income to average net assets................    4.39%(b)     
                                                                                                       ======         
                                 Portfolio turnover rate.............................................      69%        
                                                                                                       ======          
                                 ------
                                 (a) Total return is not annualized.    
                                 (b) Ratios are annualized and based on average
                                     net assets of $1,891,665. Annualized ratios
                                     of expenses and net investment income to
                                     average net assets prior to waiver of
                                     advisory fees and expense reimbursements
                                     are 2.80% and 2.90%, respectively.
</TABLE>
 
                                     FS-94
<PAGE>
 
  REPORT OF                      To the Shareholders and Board of Directors 
  INDEPENDENT                    AIM Variable Insurance Funds, Inc.          
  CERTIFIED PUBLIC 
  ACCOUNTANTS                    We have audited the accompanying statement of
                                 assets and liabilities of AIM V.I. Value Fund,
                                 a series of shares of common stock of AIM
                                 Variable Insurance Funds, Inc. including the
                                 schedule of investments as of January 31, 1995,
                                 the related statement of operations for the
                                 year then ended and the statement of changes in
                                 net assets and the financial highlights for the
                                 year then ended and the period May 5, 1993
                                 (commencement of operations) through January
                                 31, 1994. These financial statements and
                                 financial highlights are the responsibility of
                                 the Fund's management. Our responsibility is to
                                 express an opinion on these financial
                                 statements and financial highlights based on
                                 our audits.
 
                                 We conducted our audits in accordance with
                                 generally accepted auditing standards. Those
                                 standards require that we plan and perform the
                                 audit to obtain reasonable assurance about
                                 whether the financial statements and financial
                                 highlights are free of material misstatement.
                                 An audit includes examining, on a test basis,
                                 evidence supporting the amounts and disclosures
                                 in the financial statements. Our procedures
                                 included confirmation of securities owned as of
                                 January 31, 1995, by correspondence with the
                                 custodian and brokers. Where brokers did not
                                 reply to our confirmation requests, we carried
                                 out other appropriate auditing procedures. An
                                 audit also includes assessing the accounting
                                 principles used and significant estimates made
                                 by management, as well as evaluating the
                                 overall financial statement presentation. We
                                 believe that our audits provide a reasonable
                                 basis for our opinion.
 
                                 In our opinion, the financial statements and
                                 financial highlights referred to above present
                                 fairly, in all material respects, the financial
                                 position of AIM V.I. Value Fund, as of January
                                 31, 1995, the results of its operations for the
                                 year then ended, and the changes in its net
                                 assets and the financial highlights for the
                                 year then ended and the period May 5, 1993
                                 through January 31, 1994, in conformity with
                                 generally accepted accounting principles.
 
                                                      TAIT, WELLER & BAKER
 
                                 Philadelphia, Pennsylvania 
                                 February 24, 1995           
 
                                     FS-95
<PAGE>
 
<TABLE>
<CAPTION>
<C>                              <C>        <S>                                                     <C>          
  AIM V.I. VALUE                                                                                          MARKET
  FUND                               SHARES                                                                VALUE
  SCHEDULE OF                    ----------                                                               ------
  INVESTMENTS                               COMMON STOCKS - 76.61%                                               
  January 31, 1995 
                                            ADVERTISING/BROADCASTING - 0.24%                                     

                                     10,000 Heritage Media Corp.(a)..............................   $    257,500
                                                                                                    ------------
                                            APPLIANCES - 1.12%                                                   

                                     20,000 Premark International Inc............................        822,500
                                     16,500 Singer Company N.V. (The)............................        404,250
                                                                                                    ------------
                                                                                                       1,226,750
                                                                                                    ------------
                                            AUTOMOBILE/TRUCKS PARTS & TIRES - 0.91%                              

                                     30,000 Borg-Warner Automotive...............................        678,750
                                      6,800 Eaton Corp...........................................        313,650
                                                                                                    ------------
                                                                                                         992,400
                                                                                                    ------------
                                            AUTOMOBILE MANUFACTURERS - 2.08%                                     

                                     89,800 Ford Motor Co........................................      2,267,450
                                                                                                    ------------
                                            BANKING - 1.13%                                                      

                                     12,000 Bank of Boston Corp..................................        336,000
                                     30,000 Bank of New York Co., Inc............................        900,000
                                                                                                    ------------
                                                                                                       1,236,000
                                                                                                    ------------
                                            BEVERAGES - 1.09%                                                    

                                     53,100 Coca-Cola Enterprises Inc............................      1,108,463
                                      6,600 Robert Mondavi Corp. - Class A(a)....................         84,562
                                                                                                    ------------
                                                                                                       1,193,025
                                                                                                    ------------
                                            CHEMICALS - 1.94%                                                    

                                      6,200 Dow Chemical Co......................................        386,725
                                     12,000 Geon Co..............................................        318,000
                                     12,000 Imperial Chemical Industries PLC.....................        559,500
                                      1,800 Shanghai Petrochemical Co., Ltd......................         44,100
                                     14,200 Sterling Chemicals, Inc.(a)..........................        161,525
                                     12,000 Terra Industries, Inc................................        136,500
                                     20,000 Union Carbide Corp...................................        510,000
                                                                                                    ------------
                                                                                                       2,116,350
                                                                                                    ------------
                                            CHEMICALS-SPECIALTY - 2.29%                                          

                                      6,000 Arco Chemical Co.....................................        253,500
                                      9,000 Cytec Industries Inc.(a).............................        342,000
                                     16,800 IMC Global, Inc......................................        766,500
                                     15,000 Morton International, Inc............................        420,000
                                     16,000 OM Group Inc.........................................        360,000
                                     18,000 Praxair, Inc.........................................        362,250
                                                                                                    ------------
                                                                                                       2,504,250
                                                                                                    ------------
                                            COMPUTER MAINFRAMES - 2.37%                                          

                                     24,000 Amdahl Corp.(a)......................................        246,000
                                     30,000 International Business Machines Corp.................      2,163,750
                                     11,400 Sequent Computer Systems, Inc.(a)....................        183,825
                                                                                                    ------------
                                                                                                       2,593,575
                                                                                                    ------------
                                            COMPUTER MINIS/PCS - 2.55%                                           

                                     15,000 Apple Computer, Inc..................................        605,625
                                     12,000 Dell Computer Corp.(a)...............................        511,500
                                     11,600 Gateway 2000, Inc.(a)................................        242,150
                                      6,000 Hewlett-Packard Co...................................        603,000
                                     25,000 Sun Microsystems, Inc.(a)............................        818,750
                                                                                                    ------------
                                                                                                       2,781,025
                                                                                                    ------------ 
</TABLE>
 
                                     FS-96
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                          MARKET
                                     SHARES                                                                VALUE
                                 ----------                                                               ------
                                 <C>        <S>                                                     <C>         
                                            COMPUTER NETWORKING - 1.69%                                          

                                     24,000 Belden Inc...........................................   $    528,000
                                     19,200 Cisco Systems, Inc.(a)...............................        640,800
                                     17,200 Comverse Technology, Inc.............................        212,850
                                     25,000 Madge N.V.(a)........................................        328,125
                                      5,000 Standard Microsystems Corp.(a).......................        140,000
                                                                                                    ------------
                                                                                                       1,849,775
                                                                                                    ------------
                                            COMPUTER PERIPHERALS - 2.55%                                         

                                     30,000 Adaptec, Inc.(a).....................................        821,250
                                     18,000 EMC Corp.(a).........................................        335,250
                                      3,600 Komag, Inc.(a).......................................         84,150
                                      8,900 Read-Rite Corp. - Class A(a).........................        134,613
                                     21,000 Seagate Technology(a)................................        532,875
                                     18,000 U.S. Robotics, Inc.(a)...............................        873,000
                                                                                                    ------------
                                                                                                       2,781,138
                                                                                                    ------------
                                            COMPUTER SOFTWARE & SERVICES - 3.51%                                 

                                     12,400 Ameridata Technologies, Inc.(a)......................        114,700
                                      9,900 Bay Networks, Inc.(a)................................        290,812
                                      7,000 Ceridian Corp.(a)....................................        206,500
                                     12,000 Computer Associates International, Inc...............        598,500
                                     15,000 Electronics for Imaging, Inc.(a).....................        498,750
                                     30,000 Intergraph Corp.(a)..................................        303,750
                                     10,300 National Data Corp...................................        267,800
                                     22,200 Network General Corp.(a).............................        527,250
                                      5,000 Silicon Graphics Inc.(a).............................        156,250
                                     12,000 Sterling Software, Inc.(a)...........................        429,000
                                     19,300 S3, Inc.(a)..........................................        320,863
                                      8,700 Wang Laboratories, Inc.(a)...........................        120,712
                                                                                                    ------------
                                                                                                       3,834,887
                                                                                                    ------------
                                            CONGLOMERATES - 1.49%                                                

                                     10,000 Allied Products Corp.(a).............................        162,500
                                     30,000 Corning, Inc.........................................        937,500
                                     11,000 Tyco Laboratories, Inc...............................        532,125
                                                                                                    ------------
                                                                                                       1,632,125
                                                                                                    ------------
                                            CONTAINERS - 1.09%                                                   

                                     15,000 Ball Corp............................................        457,500
                                     11,000 Crown Cork & Seal Co., Inc.(a).......................        444,125
                                     11,300 Stone Container Corp.(a).............................        192,100
                                      5,000 U.S. Can Corp.(a)....................................         98,125
                                                                                                    ------------
                                                                                                       1,191,850
                                                                                                    ------------
                                            COSMETICS AND TOILETRIES - 0.41%                                     

                                      2,000 Alberto-Culver Co. - Class A.........................         48,000
                                      1,300 Alberto-Culver Co. - Class B.........................         35,425
                                     12,000 Helene Curtis Industries, Inc........................        367,500
                                                                                                    ------------
                                                                                                         450,925
                                                                                                    ------------ 
</TABLE>
 
                                     FS-97
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                          MARKET
                                     SHARES                                                                VALUE
                                 ----------                                                               ------
                                 <C>        <S>                                                     <C>          
                                            ELECTRONIC COMPONENTS - 6.81%                                        

                                     12,000 Elsag Bailey Process Automation N.V.(a)..............   $    312,000
                                     18,000 Harman International Industries, Inc.................        657,000
                                     30,000 Itel Corp.(a)........................................      1,053,750
                                     11,000 Oak Industries, Inc.(a)..............................        257,125
                                    110,000 Philips N.V. ADR(a)..................................      3,465,000
                                     24,000 Raychem Corp.........................................        915,000
                                      3,000 Tektronix, Inc.......................................        100,125
                                     21,000 Teradyne Inc.(a).....................................        682,500
                                                                                                    ------------
                                                                                                       7,442,500
                                                                                                    ------------
                                            ELECTRONIC/PC DISTRIBUTORS - 1.66%                                   

                                     30,000 Arrow Electronics, Inc.(a)...........................      1,106,250
                                     17,000 Avnet, Inc...........................................        629,000
                                      4,000 Wyle Laboratories....................................         82,000
                                                                                                    ------------
                                                                                                       1,817,250
                                                                                                    ------------
                                            FINANCE - ASSET MANAGEMENT - 0.18%                                   

                                      4,000 XTRA Corp............................................        198,500
                                                                                                    ------------
                                            FINANCE - CONSUMER CREDIT - 3.28%                                    

                                     18,000 ADVANTA Corp. - Class B..............................        522,000
                                     10,000 CMAC Investment Corp.................................        316,250
                                     24,000 First USA, Inc.......................................        828,000
                                     10,000 Green Tree Acceptance Corp...........................        316,250
                                     13,000 Household International, Inc.........................        528,125
                                     42,000 MBNA Corp............................................      1,071,000
                                                                                                    ------------
                                                                                                       3,581,625
                                                                                                    ------------
                                            FOOD/PROCESSING - 1.84%                                              

                                     42,000 Archer Daniels Midland Co............................        845,250
                                     24,000 Hudson Foods, Inc. - Class A.........................        633,000
                                     12,000 Pioneer Hi-Bred International, Inc...................        438,000
                                      4,200 Ralcorp Holdings, Inc.(a)............................         99,225
                                                                                                    ------------
                                                                                                       2,015,475
                                                                                                    ------------
                                            GAMING - 0.45%                                                       

                                     22,000 Mirage Resort, Inc.(a)...............................        492,250
                                                                                                    ------------
                                            HOMEBUILDING - 0.02%                                                 

                                      1,800 Beazer Homes USA Inc.(a).............................         25,200
                                                                                                    ------------
                                            HOTELS/MOTELS - 0.31%                                                

                                     11,300 Marriott International, Inc..........................        341,825
                                                                                                    ------------
                                            INSURANCE - MULTI-LINE PROPERTY - 1.20%                              

                                     11,000 Aetna Life & Casualty Co.............................        544,500
                                      5,000 CIGNA Corp...........................................        338,125
                                      9,000 St. Paul Companies, Inc..............................        429,750
                                                                                                    ------------
                                                                                                       1,312,375
                                                                                                    ------------
                                            MACHINE TOOLS - 0.22%                                                

                                     10,000 Applied Power Inc....................................        243,750
                                                                                                    ------------
                                            MACHINERY - HEAVY - 1.04%                                            

                                      7,800 Briggs and Stratton Corp.............................        276,900
                                     36,000 Case Corp............................................        814,500
                                      2,100 Commercial Intertech Corp............................         39,900
                                                                                                    ------------
                                                                                                       1,131,300
                                                                                                    ------------ 
</TABLE>
 
                                     FS-98
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                          MARKET
                                     SHARES                                                                VALUE
                                 ----------                                                               ------
                                 <C>        <S>                                                     <C>          
                                            MEDICAL SERVICES - 5.44%                                             

                                     12,000 Abbey Healthcare Group, Inc.(a)......................   $    306,000
                                     25,000 Beverly Enterprises, Inc.(a).........................        353,125
                                      6,000 Charter Medical Corp.(a).............................         93,000
                                     12,000 Columbia Healthcare Corp.............................        481,500
                                      7,000 Foundation Health Corp.(a)...........................        206,500
                                     20,000 Health Care and Retirement Corp.(a)..................        585,000
                                      8,000 Healthcare Compare Corp.(a)..........................        278,000
                                     21,000 Healthtrust, Inc.--The Hospital Co.(a)...............        735,000
                                     10,000 Humana Inc.(a).......................................        228,750
                                     14,400 Integrated Health Services, Inc......................        540,000
                                      8,000 Living Centers of America(a).........................        288,000
                                      9,300 Manor Care, Inc......................................        281,325
                                      6,600 Mid-Atlantic Medical Services, Inc...................        156,750
                                     10,000 Orthofix International N.V.(a).......................        138,750
                                      5,000 Sierra Health Services, Inc.(a)......................        151,875
                                     16,000 U.S. Healthcare, Inc.................................        732,000
                                     12,000 United Wisconsin Services, Inc.......................        390,000
                                                                                                    ------------
                                                                                                       5,945,575
                                                                                                    ------------
                                            MEDICAL - DRUGS - 0.66%                                              

                                     31,500 Bergen Brunswig Corp.................................        720,563
                                                                                                    ------------
                                            MEDICAL INSTRUMENTS/PRODUCTS - 0.22%                                 

                                     17,300 Amsco International, Inc.(a).........................        237,875
                                                                                                    ------------
                                            METALS - 1.52%                                                       

                                     18,000 Alumax, Inc.(a)......................................        456,750
                                      6,900 Mueller Industries, Inc.(a)..........................        205,275
                                     20,000 Olympic Steel, Inc.(a)...............................        220,000
                                     24,000 Timken Co. (The).....................................        783,000
                                                                                                    ------------
                                                                                                       1,665,025
                                                                                                    ------------
                                            MINING - 0.12%                                                       

                                     12,000 Zeigler Coal Holdings Co.............................        126,000
                                                                                                    ------------
                                            OFFICE AUTOMATION - 0.90%                                            

                                      9,000 Xerox Corp...........................................        984,375
                                                                                                    ------------
                                            OFFICE PRODUCTS - 0.13%                                              

                                      6,000 Reynolds & Reynolds Co...............................        142,500
                                                                                                    ------------
                                            OIL AND GAS - 2.08%                                                  

                                      5,000 Atlantic Richfield Company...........................        532,500
                                      7,000 Mobil Corp...........................................        604,625
                                      5,000 Royal Dutch Petroleum Co.............................        559,375
                                     22,000 Unocal Corp..........................................        574,750
                                                                                                    ------------
                                                                                                       2,271,250
                                                                                                    ------------
                                            OIL EQUIPMENT AND SUPPLIES - 0.31%                                   

                                     13,000 McDermott International, Inc.........................        334,750
                                                                                                    ------------
                                            PAPER AND FOREST PRODUCTS - 2.38%                                    

                                     14,000 Boise Cascade Corp...................................        378,000
                                     15,000 Champion International Corp..........................        573,750
                                     12,000 Federal Paper Board Co., Inc.........................        336,000
                                     10,000 Georgia-Pacific Corp.................................        720,000
                                     12,000 Mead Corp. (The).....................................        598,500
                                                                                                    ------------
                                                                                                       2,606,250
                                                                                                    ------------ 
</TABLE>
 
                                     FS-99
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                          MARKET
                                     SHARES                                                                VALUE
                                 ----------                                                               ------
                                 <C>        <S>                                                     <C>          
                                            POLLUTION CONTROL - 0.08%                                            

                                     16,300 Allwaste, Inc.(a)....................................   $     85,575
                                                                                                    ------------
                                            PUBLISHING - 0.90%                                                   

                                     15,000 American Publishing Co...............................        180,000
                                      5,200 Banta Corp...........................................        156,000
                                      6,000 Central Newspapers, Inc..............................        156,750
                                     18,000 Scripps (E.W.) Co....................................        495,000
                                                                                                    ------------
                                                                                                         987,750
                                                                                                    ------------
                                            REAL ESTATE - 0.63%                                                  

                                      1,800 Del Webb Corp........................................         33,300
                                     25,000 Hillhaven Corp. (The)(a).............................        650,000
                                                                                                    ------------
                                                                                                         683,300
                                                                                                    ------------
                                            RETAIL - FOOD AND DRUG - 0.94%                                       

                                     15,000 Eckerd Corp.(a)......................................        393,750
                                     14,000 Revco D.S., Inc.(a)..................................        311,500
                                     10,000 Safeway Inc.(a)......................................        321,250
                                                                                                    ------------
                                                                                                       1,026,500
                                                                                                    ------------
                                            RETAIL - STORES - 1.32%                                              

                                     12,000 Carson Pirie Scott & Co.(a)..........................        214,500
                                     11,000 Dayton-Hudson Corp...................................        754,875
                                      2,000 Maxim Group, Inc.(a).................................         27,750
                                     25,400 Waban Inc.(a)........................................        441,325
                                                                                                    ------------
                                                                                                       1,438,450
                                                                                                    ------------
                                            SEMICONDUCTORS - 8.80%                                               

                                     36,000 Analog Devices, Inc.(a)..............................        774,000
                                      9,000 Applied Materials, Inc.(a)...........................        346,500
                                     18,000 Cypress Semiconductor Corp.(a).......................        423,000
                                     15,000 Exar Corp.(a)........................................        307,500
                                     12,000 Intel Corp...........................................        832,500
                                     12,400 Kemet Corp.(a).......................................        353,400
                                     13,500 Lam Research Corp.(a)................................        506,250
                                      9,000 LSI Logic Corp.(a)...................................        382,500
                                     18,000 Micron Technology, Inc...............................        794,250
                                     10,000 Motorola, Inc........................................        591,250
                                     30,000 National Semiconductor Corp.(a)......................        547,500
                                     11,800 SGS-Thomson Microelectronics N.V.(a).................        293,525
                                     50,200 Texas Instruments Inc................................      3,463,800
                                                                                                    ------------
                                                                                                       9,615,975
                                                                                                    ------------
                                            SHOES AND RELATED APPAREL - 0.21%                                    

                                      5,900 Reebok International, Ltd............................        224,200
                                                                                                    ------------
                                            STEEL - 0.41%                                                        

                                     32,000 LTV Corp.(a).........................................        448,000
                                                                                                    ------------
                                            TELECOMMUNICATIONS - 3.38%                                           

                                      6,000 Airtouch Communications, Inc.(a).....................        165,000
                                     24,000 Century Telephone Enterprises, Inc. .................        756,000
                                     14,000 DSC Communications Corp.(a)..........................        449,750
                                     11,000 Nokia Corp. ADR(a)...................................        804,375
                                     12,000 Northern Telecom Ltd. ...............................        409,500
                                     24,000 Telephone & Data Systems, Inc. ......................      1,050,000
                                      1,800 US Cellular Corp.(a).................................         53,550
                                                                                                    ------------
                                                                                                       3,688,175
                                                                                                    ------------ 
</TABLE>
 
                                    FS-100
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                          MARKET
                                     SHARES                                                                VALUE
                                 ----------                                                               ------
                                 <C>           <S>                                                  <C>         
                                               TEXTILES - 0.27%                                                  

                                      8,000    Fieldcrest Cannon, Inc.(a)........................   $    181,000
                                     10,000    Quaker Fabric Corp.(a)............................        111,250
                                                                                                    ------------
                                                                                                         292,250
                                                                                                    ------------
                                               TOBACCO - 2.44%                                                   

                                     30,000    Philip Morris Companies, Inc. ....................      1,788,750
                                    150,000    RJR Nabisco Holdings, Inc.(a).....................        881,250
                                                                                                    ------------
                                                                                                       2,670,000
                                                                                                    ------------
                                               Total Common Stocks...............................     83,705,413
                                                                                                    ------------
                                               PREFERRED STOCKS - 0.24%                                          

                                               OIL AND GAS - 0.24%                                               

                                     11,000    Atlantic Richfield Co. - $.2275 Conv. Pfd. DECS...        258,500
                                                                                                    ------------ 
<CAPTION>
                                 PRINCIPAL                                                                         
                                   AMOUNT                                                                          
                                 ----------                                                                        
                                 <C>           <S>                                                  <C>            
                                               U.S. TREASURY SECURITIES - 20.84%                                   

                                               U.S. Treasury Bills - 20.84%(b)                                     

                                 $4,000,000    5.40%, 02/23/95...................................      3,987,640   
                                  2,620,000    5.05%, 03/23/95...................................      2,600,245   
                                 16,350,000(c) 5.78%, 04/06/95...................................     16,184,538   
                                                                                                    ------------   
                                               Total U.S. Treasury Bills.........................     22,772,423   
                                                                                                    ------------   
                                               REPURCHASE AGREEMENTS - 1.81%(d)                                    

                                    976,313    Goldman, Sachs & Co.                                                
                                                5.80%, 02/01/95(e)...............................        976,313   
                                  1,000,000    Swiss Bank Government Securities, Inc.                              
                                                5.80%, 02/01/95(f)...............................      1,000,000   
                                                                                                    ------------   
                                               Total Repurchase Agreements.......................      1,976,313   
                                                                                                    ------------   
                                               TOTAL INVESTMENTS - 99.50%........................    108,712,649   

                                               OTHER ASSETS LESS LIABILITIES - 0.50%.............        544,819   
                                                                                                    ------------   
                                               NET ASSETS - 100.00%..............................   $109,257,467   

                                 NOTES TO SCHEDULE OF INVESTMENTS:
                                 (a) Non-income producing security.
                                 (b) U.S. Treasury Bills are traded on a
                                     discount basis. In such cases the interest
                                     rate shown represents the rate of discount
                                     paid or received at the time of purchase by
                                     the Fund.
                                 (c) A portion of the principal amount was
                                     pledged as collateral for open futures
                                     contracts at 01/31/95. See Note 6.
                                 (d) Collateral on repurchase agreements,
                                     including the Fund's pro-rata interest in
                                     joint repurchase agreements, is taken into
                                     possession by the Fund upon entering into
                                     the repurchase agreement. The collateral is
                                     marked to market daily to ensure its market
                                     value as being 102% of the sales price of
                                     the repurchase agreement.
                                 (e) Joint repurchase agreement entered into
                                     01/31/95 with a maturing value of
                                     $550,371,439. Collateralized by
                                     $546,482,000 U.S. Treasury obligations,
                                     4.25% to 10.375% due 02/15/95 to 05/15/21.
                                     The aggregate market value of collateral at
                                     01/31/95 was $561,314,868. The Fund's pro-
                                     rata interest in the collateral was
                                     $995,887.
                                 (f) Joint repurchase agreement entered into
                                     01/31/95 with a maturing value of
                                     $160,025,778. Collateralized by
                                     $166,659,000 U.S. Treasury Bills, due
                                     02/16/95 to 01/11/96. The aggregate market
                                     value of collateral at 01/31/95 was
                                     $163,218,410. The Fund's pro-rata interest
                                     in the collateral was $1,020,115. 
 
                                 See Notes to Financial Statements. 
</TABLE>
 
                                    FS-101
<PAGE>
 
<TABLE>
<S>                                                                <C>
  AIM V.I. VALUE 
  FUND 
  STATEMENT OF 
  ASSETS AND 
  LIABILITIES
  January 31, 1995
                                 ASSETS:                                                                         
                                 Investments, at value (cost $105,003,408)......................... $108,712,649 
                                 Receivables for:                                                                
                                   Investments sold................................................    6,305,674 
                                   Capital stock sold..............................................       99,132 
                                   Dividends and interest..........................................       75,369 
                                   Variation margin................................................      112,500 
                                 Investment for deferred compensation plan.........................        2,139 
                                 Organizational costs, net.........................................        9,389 
                                 Other assets......................................................        1,940 
                                                                                                    ------------
                                     Total assets..................................................  115,318,792
                                                                                                    ------------
                                 LIABILITIES:                                                                    
                                 Payables for:                                                                   
                                   Deferred compensation...........................................        2,139
                                   Investments purchased...........................................    5,965,480
                                 Accrued advisory fees.............................................       59,596
                                 Accrued directors' fees...........................................        1,174
                                 Accrued administrative service fees...............................          432
                                 Accrued operating expenses........................................       32,504
                                                                                                    ------------
                                     Total liabilities.............................................    6,061,325
                                                                                                    ------------
                                 Net assets applicable to shares outstanding....................... $109,257,467
                                                                                                    ============
                                 Capital shares, $.001 par value per share:                                      
                                   Authorized......................................................  250,000,000
                                                                                                    ============
                                   Outstanding.....................................................    9,234,449
                                                                                                    ============
                                 Net asset value, offering and redemption price per share.......... $      11.83
                                                                                                    ============ 

 
                                 See Notes to Financial Statements. 
 
</TABLE>
                                    FS-102
<PAGE>
 
<TABLE>
<C>                              <S>                                                               <C>
  AIM V.I. VALUE                 INVESTMENT INCOME:                                                            
  FUND                             Interest....................................................... $   844,956 
  STATEMENT OF                     Dividends......................................................     651,108 
  OPERATIONS                                                                                       ----------- 
  For the year ended                Total investment income.......................................   1,496,064 
  January 31, 1995                                                                                 ----------- 
                                 EXPENSES:                                                                      
                                   Advisory fees..................................................     489,030 
                                   Custodian fees.................................................      38,796 
                                   Administrative service fees....................................      21,568 
                                   Directors' fees and expenses...................................       4,603 
                                   Professional fees..............................................      18,683 
                                   Printing expenses..............................................      12,071 
                                   Filing fees....................................................      24,225 
                                   Organizational costs...........................................       2,903 
                                   Other..........................................................       1,781 
                                                                                                   ----------- 
                                    Total expenses................................................     613,660 
                                                                                                   ----------- 
                                 Net investment income............................................     882,404 
                                                                                                   ----------- 
                                 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT SECURITIES AND               
                                  FUTURES CONTRACTS:                                                            
                                 Net realized gain (loss) on:                                                  
                                   Investment securities..........................................  (1,755,088)
                                   Futures contracts..............................................    (398,345)
                                                                                                   ----------- 
                                                                                                    (2,153,433) 
                                                                                                   ----------- 
                                 Unrealized appreciation of:                                                   
                                   Investment securities..........................................     253,253 
                                   Futures contracts..............................................     642,239 
                                                                                                   ----------- 
                                                                                                       895,492 
                                                                                                   ----------- 
                                 Net gain (loss) on investment securities and futures contracts...  (1,257,941) 
                                                                                                   ----------- 
                                 Net increase (decrease) in net assets resulting from operations.. $  (375,537) 
                                                                                                   ===========  
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                 See Notes to Financial Statements.                                              
</TABLE> 

                                    FS-103
<PAGE>
 
<TABLE>
<CAPTION>
<C>                              <S>                                                  <C>           <C>
  AIM V.I. VALUE                                                                          1995         1994     
  FUND                                                                                ------------  ----------- 
  STATEMENT                      OPERATIONS:                                                                     
  OF CHANGES                       Net investment income............................. $    882,404  $    46,200 
  IN NET ASSETS                    Net realized gain (loss) on sales of investment                              
  For the year ended                securities and futures contracts ................   (2,153,433)    (217,496)
  January 31, 1995                 Unrealized appreciation of investment securities                              
  and the period                    and futures contracts............................      895,492    3,455,988 
  May 5, 1993 (date operations                                                        ------------  ----------- 
  commenced) through                Net increase (decrease) in net assets resulting                             
  January 31, 1994                   from operations.................................     (375,537)   3,284,692 
                                   Net increase from capital stock transactions......   72,151,126   35,017,967 
                                   Distributions to shareholders from net investment                            
                                    income...........................................     (772,749)     (48,032)
                                                                                      ------------  ----------- 
                                    Net increase in net assets.......................   71,002,840   38,254,627 
                                 NET ASSETS:                                                                     
                                   Beginning of period...............................   38,254,627           -- 
                                                                                      ------------  ----------- 
                                   End of period..................................... $109,257,467  $38,254,627 
                                                                                      ============  =========== 
                                 NET ASSETS CONSIST OF:                                                         
                                   Capital (par value and additional paid-in)........ $107,169,093  $35,017,967 
                                   Undistributed net investment income...............      107,823       (1,832)
                                   Undistributed net realized gain (loss) on sales of                            
                                    investment securities and futures contracts .....   (2,370,929)    (217,496)
                                   Unrealized appreciation of investment securities                              
                                    and futures contracts............................    4,351,480    3,455,988 
                                                                                      ------------  ----------- 
                                                                                      $109,257,467  $38,254,627 
                                                                                      ============  ===========  
                                                                                
                                 See Notes to Financial Statements.             
</TABLE>
 
                                    FS-104
<PAGE>

<TABLE> 
<C>                              <S>  
  AIM V.I. VALUE                 NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES                                             
  FUND                            AIM Variable Insurance Funds, Inc. (the "Company"), is a Maryland corporation       
  NOTES TO                       organized on January 22, 1993, and is registered under the Investment Company        
  FINANCIAL                      Act of 1940 (the "1940 Act"), as amended, as an open-end, series, management         
  STATEMENTS                     investment company consisting of nine portfolios: AIM V.I. Capital Appreciation      
  January 31, 1995               Fund, AIM V.I. Diversified Income Fund, AIM V.I. Government Securities Fund,         
                                 AIM V.I. Growth Fund, AIM V.I. Growth and Income Fund, AIM V.I. International         
                                 Equity Fund, AIM V.I. Money Market Fund, AIM V.I. Utilities Fund and AIM V.I.         
                                 Value Fund (the "Value Fund") (each, a "Fund", collectively, the "Funds").           
                                 Matters affecting each Fund are voted on exclusively by the shareholders of          
                                 such Fund. The assets, liabilities and operations of each Fund are accounted          
                                 for separately. Information presented in these financial statements pertains          
                                 only to the Value Fund. Shares of the Funds are sold only to insurance company        
                                 separate accounts to fund the benefits of variable annuity contracts.                
                                 The following is a summary of the significant accounting policies followed by         
                                 the Value Fund in the presentation of its financial statements.                       
                                 A. Security Valuations - A security listed or traded on an exchange is valued         
                                    at its last sales price on the exchange where the security is principally          
                                    traded, or lacking any sales on a particular day, the security is valued at        
                                    the mean between the closing bid and asked prices on that day. Each security       
                                    traded in the over-the-counter market (but not including securities reported       
                                    on the NASDAQ National Market System) is valued at the mean between the last       
                                    bid and asked prices based upon quotes furnished by market makers for such         
                                    securities. Each security reported on the NASDAQ National Market System is         
                                    valued at the last sales price on the valuation date. Securities for which         
                                    market quotations are not readily available are valued at fair value as            
                                    determined in good faith by or under the supervision of the Fund's officers        
                                    in a manner specifically authorized by the Board of Directors. Short-term          
                                    obligations having 60 days or less to maturity are valued at amortized cost        
                                    which approximates market value.                                                   
                                 B. Securities Transactions, Investment Income and Distributions - Securities         
                                    transactions are accounted for on a trade date basis. Interest income is           
                                    recorded as earned from settlement date and is recorded on the accrual            
                                    basis. Dividend income and distributions to shareholders are recorded on the       
                                    ex-dividend date. It is the policy of the Value Fund not to amortize market        
                                    discounts and premiums on bonds for financial reporting purposes. Realized         
                                    gains or losses from securities transactions are recorded on the identified        
                                    cost basis.                                                                        
                                 C. Federal Income Taxes - For federal income tax purposes, each Fund in the          
                                    Company is taxed as a separate entity. It is the Value Fund's policy to            
                                    continue to comply with the requirements of the Internal Revenue Code             
                                    applicable to regulated investment companies and to distribute all of its          
                                    taxable income and capital gains to its shareholders. Therefore, no               
                                    provision for federal income taxes is recorded in the financial statements.        
                                    Value Fund had capital loss carryforwards (which may be carried forward to         
                                    offset future taxable capital gains, if any) of $1,615,057, which expires,         
                                    if not previously utilized, in the year 2003.                                      
                                 D. Expenses - Operating expenses directly attributable to a Fund are charged to       
                                    that Fund's operations. Expenses of the Company which are not directly             
                                    attributable to the operations of any Fund of the Company are allocated to         
                                    the Funds to which the expense relates based upon methods approved by the          
                                    Board of Directors of the Company.                                                 
                                 E. Organization Costs - Organizational costs for the Value Fund of $14,461, are       
                                    being amortized over five years.                                                   
                                 F. Stock Index Futures Contracts - The Value Fund may purchase or sell stock          
                                    index futures contracts as a hedge against changes in market conditions.           
                                    Initial margin deposits required upon entering into futures contracts are          
                                    satisfied by the segregation of specific securities or cash, and/or by             
                                    securing a standby letter of credit from a major commercial bank, as               
                                    collateral, for the account of the broker (the Value Fund's agent in               
                                    acquiring the futures position). During the period the futures contract is         
                                    open, changes in the value of the contract are recognized as unrealized            
                                    gains or losses by "marking to market" on a daily basis to reflect the            
                                    market value of the contract at the end of each day's trading. Variation           
                                    margin payments are made or received depending upon whether unrealized gains       
                                    or losses are incurred. When the contract is closed, the Value Fund records        
                                    a realized gain or loss equal to the difference between the proceeds from          
                                    (or cost of) the closing transaction and the Value Fund's basis in the             
                                    contract. Risks include the possibility of an illiquid market and the change       
                                    in the value of the contract may not correlate with changes in the                 
                                    securities being hedged.                                                           
</TABLE> 
         
                                    FS-105
<PAGE>

<TABLE> 
<C>                              <S>  
                                 NOTE 2 - INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES              
                                  The Company has entered into a master investment advisory agreement with A I M        
                                 Advisors, Inc. ("AIM"). Under the terms of the master investment advisory             
                                 agreement, the Value Fund pays an advisory fee to AIM at an annual rate of             
                                 0.65% of the first $250 million of the Value Fund's average daily net assets,         
                                 plus 0.60% of the Value Fund's average daily net assets in excess of $250             
                                 million.                                                                               
                                  Pursuant to a master administrative services agreement between the Company and        
                                 AIM, with respect to the Value Fund, the Company has agreed to reimburse              
                                 certain administrative costs incurred in providing accounting services to the         
                                 Fund. During the year ended January 31, 1995, AIM was reimbursed $21,568 for           
                                 such services.                                                                        
                                  The Company has entered into a master distribution agreement with A I M              
                                 Distributors, Inc. ("AIM Distributors") to serve as the distributor for the           
                                 Value Fund.                                                                           
                                  Certain officers and directors of the Company are officers of AIM and AIM            
                                 Distributors.                                                                         
                                  The Value Fund incurred legal fees of $2,867 for services rendered by Reid &          
                                 Priest as counsel to the Company's directors. In September 1994, the firm of           
                                 Kramer, Levin, Naftalis, Nessen, Kamin & Frankel was appointed counsel to the          
                                 Directors. A member of that firm is a director of the Company and, prior to            

                                 September 1994, was a member of Reid & Priest. 
 
                                 NOTE 3 - DIRECTORS' FEES                                                         
                                  Directors' fees represent remuneration paid or accrued to each director who is   
                                 not an "interested person" of the Company. The Company may invest a directors'   
                                 fees, if so elected by such director, in mutual fund shares in accordance with   
                                 a deferred compensation plan.                                                     
 
                                 NOTE 4 - INVESTMENT SECURITIES                                                     
                                  The aggregate amount of investment securities (other than short-term              
                                 securities) purchased and sold during the year ended January 31, 1995 was          
                                 $135,337,086 and $82,108,876, respectively.                                         
                                  The amount of unrealized appreciation (depreciation) of investment securities      
                                 on a tax basis as of January 31, 1995 is as follows:                                
 
</TABLE> 
<TABLE>
                                 <S>                                                                 <C>          
                                 Aggregate unrealized appreciation of investment securities......... $ 6,007,393  
                                 Aggregate unrealized (depreciation) of investment securities.......  (2,298,151) 
                                                                                                     -----------  
                                 Net unrealized appreciation of investment securities............... $ 3,709,242 
                                                                                                     ===========  
</TABLE>
<TABLE>
<C>                              <S> 
                                  Cost of investments for tax purposes is $105,003,407. 
 
                                 NOTE 5 - CAPITAL STOCK                                                         
                                  Changes in capital stock outstanding during the years ended January 31, 1995  
                                 and 1994 were as follows:                                                       
 
</TABLE> 
<TABLE>
<CAPTION>
                                                                         1995                    1994            
                                                                 ----------------------  ----------------------  
                                                                  Shares      Amount      Shares      Amount     
                                                                 ---------  -----------  ---------  -----------  
                                 <S>                             <C>        <C>          <C>        <C>          
                                 Sold........................... 6,208,374  $73,589,964  3,149,054  $35,092,490 
                                 Issued as reinvestment of                                                       
                                  distributions.................    67,137      772,749      4,382       48,032 
                                 Reacquired.....................  (183,633)  (2,211,587)   (10,865)    (122,555) 
                                                                 ---------  -----------  ---------  ----------- 
                                                                 6,091,878  $72,151,126  3,142,571  $35,017,967 
                                                                 =========  ===========  =========  ===========  
</TABLE>
<TABLE> 
<C>                              <S> 
                                 NOTE 6 - OPEN FUTURES CONTRACTS 
                                  On January 31, 1995, $1,114,000 principal amount of U. S. Treasury Bills were   
                                 pledged as collateral to cover margin requirements for open futures contracts:   
                                  Open futures contracts at January 31, 1995 were as follows:                      
</TABLE> 
<TABLE>
<CAPTION>
                                                                                   UNREALIZED    
                                 CONTRACT       NO. OF CONTRACTS/MONTH/COMMITMENT APPRECIATION   
                                 <S>            <C>                               <C>            
                                 S&P 500 Index       100 contracts/March/Buy        $642,239     
                                 -------------------------------------------------------------    
</TABLE>     
 
                                    FS-106
<PAGE>
 
<TABLE> 
<C>                              <S> 
                                 NOTE 7 - FINANCIAL HIGHLIGHTS                                                      
                                  Shown below are the condensed financial highlights for a share outstanding of     
                                 the Value Fund during the year ended January 31, 1995, and the period May 5,       
                                 1993 (date operations commenced) through January 31, 1994.                          
 
</TABLE> 
<TABLE>
<CAPTION>
                                                                                           1995        1994             
                                                                                         --------     -------           
                                 <S>                                                     <C>          <C>               
                                 Net asset value, beginning of period..................  $  12.17     $ 10.00           
                                                                                         --------     -------           
                                 Income from investment operations:                                                     
                                   Net investment income...............................      0.10        0.02           
                                   Net gains (losses) on securities (both realized and                                  
                                    unrealized)........................................     (0.35)       2.17            
                                                                                         --------     -------            
                                    Total from investment operations...................     (0.25)       2.19            
                                                                                         --------     -------            
                                 Less distributions:                                                                    
                                   Dividends from net investment income................     (0.09)      (0.02)          
                                                                                         --------     -------            
                                 Net asset value, end of period........................  $  11.83     $ 12.17            
                                                                                         ========     =======            
                                 Total return(a).......................................     (2.03)%     21.94%           
                                                                                         ========     =======            
                                 Ratios/supplemental data:                                                               
                                 Net assets, end of period (000s omitted)..............  $109,257     $38,255            
                                                                                         ========     =======            
                                 Ratio of expenses to average net assets...............      0.82%(b)    1.00%(c)        
                                                                                         ========     =======            
                                 Ratio of net investment income to average net assets..      1.17%(b)    0.51%(c)        
                                                                                         ========     =======            
                                 Portfolio turnover rate...............................       143%         87%           
                                                                                         ========     =======            
                                 ------
                                 (a) Total returns for periods less than one
                                     year are not annualized.
                                 (b) Ratios are based on average net assets of
                                     $75,235,391.
                                 (c) After waiver of advisory fee and/or expense
                                     reimbursement. Annualized ratios of
                                     expenses and net investment income (loss)
                                     to average net assets prior to waiver of
                                     advisory fees and/or expense reimbursements
                                     were 1.35% and 0.16%, respectively for
                                     1994. Ratios are based on average net
                                     assets of $12,119,783. 
</TABLE> 

                                    FS-107


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