A I M MANAGEMENT GROUP INC /DE/
10-K405, 1997-03-27
INVESTMENT ADVICE
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 1996
                        Commission File Number 33-67866

                          A I M MANAGEMENT GROUP INC.          
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                    Delaware                                 76-0528004   
- -----------------------------------------      ---------------------------------
        (State or other jurisdiction of        (IRS Employer Identification No.)
        incorporation or organization)                
                                                      
11 Greenway Plaza, Suite 100, Houston, Texas                        77046   
- --------------------------------------------                    ------------
      (Address of principal executive offices)                  (Zip Code)


                                  (713) 626-1919                              
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

          Securities registered pursuant to Section 12(b) of the Act:



              NONE                                                NONE    
  ------------------------                               -----------------------
    (Title of each class)                                (Name of each exchange
                                                         on which registered)

Securities registered pursuant to Section 12(g) of the Act:  NONE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.     YES [ X ]    NO [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.   [ X ]

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the close of the latest practicable date.


                                                               Outstanding at
       Class                                                    March 1, 1997   
- -------------------------------                             --------------------
Common Stock, $0.01 par value                                       1,000


Documents Incorporated by Reference:  NONE




                                      1
<PAGE>   2
                                     PART I

ITEM 1. BUSINESS

A.      General

        A I M Management Group Inc., a Delaware corporation, with its
predecessor, has been engaged in the financial services business since 1976.
The Company is a holding company and does not itself conduct business
operations.  The term "Company" as used herein, unless the context otherwise
requires, refers to A I M Management Group Inc., its predecessor and its direct
and indirect subsidiaries.  The Company's principal executive and
administrative offices are located at 11 Greenway Plaza, Suite 100, Houston,
Texas 77046.  On February 28, 1997, the Company's predecessor merged with and
into AVZ Inc., a subsidiary of INVESCO PLC, with AVZ Inc. as the surviving
corporation.  Immediately after such merger, AVZ Inc. contributed all of the
assets and liabilities received in connection with the merger to the Company, a
direct wholly-owned subsidiary of AVZ Inc.  Effective March 3, 1997, the name
of INVESCO PLC was changed to AMVESCO PLC, and it is expected that the name
will be further changed to AMVESCAP PLC in the first half of 1997 (INVESCO PLC
and AMVESCO PLC are referred herein as the "Parent Company").

        The Company's wholly-owned subsidiary, A I M Advisors, Inc. ("AIM
Advisors"), is a registered investment advisor which provides investment
advisory and administrative services for retail and institutional mutual funds.
A I M Capital Management, Inc. ("AIM Capital"), a wholly-owned subsidiary of AIM
Advisors, is a registered investment advisor which principally provides
investment advisory services to individuals, corporations, pension plans and
other private investment advisory accounts (the "Managed Accounts"), but which
also serves as a sub-advisor to certain retail and institutional mutual funds, a
Canadian mutual fund (the "Canadian fund ") and one portfolio of an open-end
registered investment company that is offered to separate accounts of variable
insurance companies (together with the Canadian fund, the "Sub-Advised Funds").
A I M Distributors, Inc. ("AIM Distributors") and Fund Management Company
("FMC"), wholly-owned subsidiaries of AIM Advisors, are registered
broker-dealers which act as the principal underwriters for retail and
institutional mutual funds advised by AIM Advisors.  A I M Fund Services, Inc.
("AFS") and A I M Institutional Fund Services, Inc. ("AIFS") are wholly-owned
subsidiaries of AIM Advisors and registered transfer agents which provide
shareholder services to certain retail and institutional mutual funds advised by
AIM Advisors.  The Company has organized several subsidiaries in connection with
its international and insurance business activities.

        The Company sponsors, markets and provides investment advisory,
distribution and administrative services to a family of retail mutual funds
that consists of 23 portfolios reflecting a broad range of investment
objectives and strategies (the "AIM Retail Family").  In addition, the Company
manages and distributes a retail mutual fund sold exclusively through a
contractual plan arrangement and co-sponsors a variable annuity product which
gives investors the ability to invest in nine separate portfolios.  These
specialized retail fund products and retail funds or classes of funds in the
AIM Retail Family are together herein referred to as the "AIM Retail Funds."
The Company also sponsors and provides investment advisory and related
administrative services to a number of institutional mutual funds (or classes
of funds) sold primarily to banks and their trust departments and other
financial institutions (collectively, the "AIM Institutional Funds").  The AIM
Retail Funds and the AIM Institutional Funds are collectively referred to
herein as the "AIM Funds."  The Company also provides investment advisory
services to the Managed Accounts.  On December 31, 1996, the assets under the
Company's management aggregated approximately $62.3 billion.

        During the initial years of its existence, the Company launched several
specialized mutual fund products, including a high yield corporate bond fund,
an equity fund sold through a contractual plan arrangement, and a low cost/high
quality money market fund designed for and marketed to commercial bank trust
departments.  During the 1980s, the Company began offering both retail and
institutional classes of shares within the same mutual fund portfolios and
developed institutional mutual fund products for financial services firms.

        In 1986, the Company acquired the management and distribution contracts
to three retail equity mutual funds having strong long-term performance
records.  The growth and performance of these three retail funds, 





                                       2
<PAGE>   3
AIM Weingarten Fund, AIM Charter Fund and AIM Constellation Fund, have
facilitated development of the Company's reputation as a strong equity fund
manager, and such funds have served as the foundation for the AIM Retail Family.
The acquisition also encouraged the Company to develop retail distribution
support and shareholder servicing capabilities to enhance market penetration of
the Company's retail funds.

        The Company has acquired and launched several other retail funds since
1986, including taxable and tax-exempt fixed income funds and several
specialized equity funds.  These acquisitions and introductions further
diversified and balanced the Company's retail product line through the addition
of several types of funds which the Company previously had not offered.  Since
the acquisitions, some of these funds have been reorganized with other AIM
Funds having similar investment objectives and strategies.

        The Company has succeeded in maintaining its core institutional fund
assets which consist of high-quality money market funds sold primarily to
banks, trust departments and other financial institutions; however, due to
competitive pressures and changes within the banking industry, the Company's
institutional fund business has not grown as rapidly as its retail mutual fund
business.  In 1993, the Company ceased providing investment advisory services
to managed private label funds.  The decrease in the Company's assets under
management or administration resulting from cessation of these relationships
was more than offset by the significant growth in assets of the AIM Retail
Funds during recent periods.

        As of December 31, 1996, the Company had 1,284 full-time employees and
34 part-time employees.  The Company has substantially increased its number of
full-time employees in recent years primarily in connection with its
internalization of various transfer agent functions, growth in assets under the
Company's management and increases in the number of shareholder accounts in the
AIM Funds.




                                       3
<PAGE>   4
B.      Management and Distribution of Funds

        At December 31, 1996, the net assets of each fund in the AIM Retail
Family were as follows:

<TABLE>
<CAPTION>
Fund Name                                                      Net Assets (in millions)
- ---------                                                      ------------------------
<S>                                                            <C>
AIM Aggressive Growth Fund  . . . . . . . . . . . . . . .      $           2,724
AIM Balanced Fund . . . . . . . . . . . . . . . . . . . .                    570
AIM Blue Chip Fund  . . . . . . . . . . . . . . . . . . .                    184
AIM Capital Development Fund  . . . . . . . . . . . . . .                    382
AIM Charter Fund (Retail Class) . . . . . . . . . . . . .                  3,399
AIM Constellation Fund (Retail Class) . . . . . . . . . .                 11,915
AIM Global Aggressive Growth Fund . . . . . . . . . . . .                  1,965
AIM Global Growth Fund  . . . . . . . . . . . . . . . . .                    274
AIM Global Income Fund  . . . . . . . . . . . . . . . . .                     44
AIM Global Utilities Fund . . . . . . . . . . . . . . . .                    242
AIM Growth Fund . . . . . . . . . . . . . . . . . . . . .                    508
AIM High Yield Fund . . . . . . . . . . . . . . . . . . .                  2,326
AIM Income Fund . . . . . . . . . . . . . . . . . . . . .                    370
AIM Intermediate Government Fund  . . . . . . . . . . . .                    253
AIM International Equity Fund . . . . . . . . . . . . . .                  1,658
AIM Limited Maturity Treasury Shares  . . . . . . . . . .                    377
AIM Money Market Fund . . . . . . . . . . . . . . . . . .                    646
AIM Municipal Bond Fund . . . . . . . . . . . . . . . . .                    312
AIM Tax-Exempt Bond Fund of Connecticut . . . . . . . . .                     39
AIM Tax-Exempt Cash Fund  . . . . . . . . . . . . . . . .                     38
AIM Tax-Free Intermediate Shares  . . . . . . . . . . . .                     83
AIM Value Fund  . . . . . . . . . . . . . . . . . . . . .                 10,003
AIM Weingarten Fund (Retail Class)  . . . . . . . . . . .                  5,412
                                                                   -------------
         Total AIM Retail Family  . . . . . . . . . . . .          $      43,724
                                                                   =============
</TABLE>


         At December 31, 1996, the net assets of each AIM Retail Fund not part
of the AIM Retail Family were as follows:

<TABLE>
<CAPTION>
Fund Name                                                        Net Assets (in millions)
- ---------                                                        ------------------------
<S>                                                              <C>
AIM Summit Fund, Inc. . . . . . . . . . . . . . . . . . .        $       1,306
AIM V.I. Capital Appreciation Fund  . . . . . . . . . . .                  370
AIM V.I. Diversified Income Fund  . . . . . . . . . . . .                   64
AIM V.I. Global Utilities Fund  . . . . . . . . . . . . .                   14
AIM V.I. Government Securities Fund . . . . . . . . . . .                   24
AIM V.I. Growth Fund  . . . . . . . . . . . . . . . . . .                  178
AIM V.I. Growth and Income Fund . . . . . . . . . . . . .                  209
AIM V.I. International Equity Fund  . . . . . . . . . . .                  166
AIM V.I. Money Market Fund  . . . . . . . . . . . . . . .                   63
AIM V.I. Value Fund . . . . . . . . . . . . . . . . . . .                  370
                                                                 -------------
         Total other AIM Retail Funds . . . . . . . . . .        $       2,764
                                                                 =============
</TABLE>





                                       4
<PAGE>   5
         At December 31, 1996, the net assets of each AIM Institutional Fund
were as follows:


<TABLE>
<CAPTION>
Fund Name                                                        Net Assets (in millions)
- ---------                                                        ------------------------
<S>                                                              <C>
AIM Charter Fund (Institutional Class)  . . . . . . . . .        $          31
AIM Constellation Fund (Institutional Class)  . . . . . .                  314
AIM Weingarten Fund (Institutional Class) . . . . . . . .                   62
Limited Maturity Treasury Portfolio--Institutional Shares                   51
Short-Term Investments Co.--Liquid Assets Portfolio . . .                2,029
Short-Term Investments Co.--Prime Portfolio . . . . . . .                6,109
Short-Term Investments Trust--Treasury Portfolio  . . . .                4,117
Short-Term Investments Trust--                                   
         Treasury TaxAdvantage Portfolio  . . . . . . . .                  432
Tax-Free Investments Co.--Cash Reserve Portfolio  . . . .                  892
                                                                 -------------
         Total AIM Institutional Funds  . . . . . . . . .        $      14,037
                                                                 =============
</TABLE>


         At December 31, 1996, the aggregate net assets under the Company's
management were as follows:


<TABLE>
<CAPTION>
                                                               Net Assets (in millions)
                                                               ------------------------
<S>                                                            <C>
Total AIM Retail Family . . . . . . . . . . . . . . . . .      $         43,724
Total other AIM Retail Funds  . . . . . . . . . . . . . .                 2,764
Total AIM Institutional Funds . . . . . . . . . . . . . .                14,037
Total Managed Accounts  . . . . . . . . . . . . . . . . .                 1,272
Total Sub-Advised Funds . . . . . . . . . . . . . . . . .                   133
Offshore Fund(1)  . . . . . . . . . . . . . . . . . . . .                   405
                                                                  -------------
         Total  . . . . . . . . . . . . . . . . . . . . .         $      62,335
                                                                  =============
</TABLE>

         The Company receives management fees that are generally based on the
average daily net asset value of its managed assets.  The management fee
schedules for the AIM Funds vary depending upon the type of assets managed, and
most management fee schedules provide for reductions in the fee rates above
specified asset levels.  In addition, the Company from time to time agrees to
waive all or a portion of its management fees or distribution fees and/or
assume all or a portion of the operating expenses of a fund for competitive
reasons and in response to commitments made to the directors of such fund.
Accordingly, management fees may not increase or decrease proportionately with
changes in the amount of assets under the Company's management.



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

     (1)  Offshore mutual fund located in Dublin, Ireland which operates as an
institutional U.S. dollar-denominated money market fund. 


                                       5
<PAGE>   6
                 The following table shows management fees for each of the
years in the three-year period ended December 31, 1996:

<TABLE>
<CAPTION>
                                                     Management Fees
                                                      (in thousands)

                                                  Years Ended December 31,     
                                          -------------------------------------
                                              1996              1995         1994
                                              ----              ----         ----
 <S>                                       <C>               <C>             <C>
 AIM Retail Funds                          $238,445          $136,491        $ 87,617

 AIM Institutional Funds                     10,689             9,158           8,526

 Managed Accounts                             1,736             1,049           1,010

 Sub-Advised Funds                              461               109               0

 Offshore Fund                                  101                 0               0
                                           --------          --------        --------

          Total fees                       $251,432          $146,807        $ 97,153
                                           ========          ========        ========
</TABLE>


         For the year ended December 31, 1996, management fees paid by AIM
Constellation Fund, AIM Value Fund and AIM Weingarten Fund accounted for 24.8%,
20.0% and 12.2%, respectively, of the Company's aggregate management fees.  For
the year ended December 31, 1995, management fees paid by AIM Constellation
Fund, AIM Weingarten Fund and AIM Value Fund accounted for 23.7%, 17.9% and
16.9%, respectively, of the Company's aggregate management fees.  For the year
ended December 31, 1994, management fees paid by AIM Weingarten Fund, AIM
Constellation Fund and AIM Charter Fund accounted for 26.2%, 21.4% and 10.6%,
respectively, of the Company's aggregate management fees.  No other AIM Fund
accounted for more than 10% of the Company's aggregate management fees during
1996, 1995 and 1994.

          Historically, the Company has derived a significant portion of its
revenues from sales commissions paid to the Company by investors who purchase
shares of the AIM Retail Funds which are subject to a front-end sales charge
("Class A Shares").  A substantial portion of such sales commissions is
reallowed to selected financial intermediaries (such as broker-dealers and
banks) who sell the AIM Retail Funds.  Sales commission retentions increased
from 1994 to 1996 due to higher sales of Class A Shares of the AIM Retail Funds.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations-- Financial Condition and Results of Operations--Commission Income."
Based on industry trends, the Company anticipates that front-end sales charge
rates will decrease over time.  The following table sets forth the Company's
sales commission retentions (after reallowances to financial intermediaries) for
each of the years in the three-year period ended December 31, 1996:

<TABLE>
<CAPTION>
                                        Sales Commission Retentions
                                               (in thousands)

                                           Years Ended December 31,    
                                      ---------------------------------

                                       1996         1995         1994
                                       ----         ----         ----
 <S>                                  <C>          <C>          <C>
 Total--AIM Retail Funds              $49,330      $43,748      $18,898
                                      =======      =======      =======
</TABLE>

         Certain AIM Retail Funds offer classes of shares, designated Class B
Shares, which are sold without a front-end sales charge, but are generally
subject to a contingent deferred sales charge ("CDSC") at the time of their
redemption.  Sales of Class B Shares represent an increasing proportion of the
AIM Funds' sales volume.  Class B Shares generate 12b-1 Plan (as hereinafter
defined) and CDSC payments, some of  which represent additional sources of cash
flow to the Company.  For further information regarding Class B Shares and
12b-1 Plans, see "Retail Mutual Funds--AIM Retail Funds" and "Retail Pricing
and 12b-1 Plans" below.





                                       6
<PAGE>   7

C.       Retail Mutual Funds

         AIM Retail Funds.  A substantial portion of the Company's business is
the management, distribution and administration of the AIM Retail Funds,
currently consisting of 33 retail funds (or retail classes of funds).  The
Company earns various fees, including investment advisory fees, distribution
fees, accounting service fees and transfer agency fees, from some or all of the
AIM Retail Funds.  The AIM Retail Funds are primarily designed for sale to
retail investors and generally utilize the traditional "front-end load" pricing
structure in which the investor pays a sales commission at the time of
purchase, most of which is reallowed to the selling financial intermediary, and
the remainder of which is retained by the Company.  Seventeen funds in the AIM
Retail Family currently offer Class B Shares.  At December 31, 1996, the AIM
Retail Funds had an aggregate of approximately 2.6 million investor accounts.
The Company distributes the AIM Retail Family principally through a large,
diversified network of unaffiliated national, regional and independent
broker-dealers, including those affiliated with commercial banks, thrifts and
insurance companies.  Although the Company has active and ongoing relationships
with more than 1,600 retail financial intermediaries throughout the United
States, 10 of such firms accounted for approximately 46.7% of the sales of the
AIM Retail Funds by retail financial intermediaries during 1996, excluding
certain sales of the AIM Retail Funds at net asset value.  During 1996, Merrill
Lynch, Pierce, Fenner & Smith Incorporated accounted for approximately 17.7% of
the sales of the AIM Retail Funds by retail financial intermediaries, excluding
certain sales of the AIM Retail Funds at net asset value. No other financial
intermediary accounted for more than 10% of such sales volume in 1996.

         The various AIM Retail Funds may be categorized as follows:

         Equity Funds.  The Company manages various funds which invest either
principally or to a significant degree in equity securities.  The investment
objectives of these funds range from aggressive growth to capital appreciation
to a combination of growth and income.  In addition, some of these funds may
target particular types of equity securities in their investment strategies,
such as foreign securities and securities of large-, mid- or
small-capitalization issuers.  The equity funds are AIM Aggressive Growth Fund,
AIM Balanced Fund, AIM Blue Chip Fund, AIM Capital Development Fund, AIM
Charter Fund, AIM Constellation Fund, AIM Global Aggressive Growth Fund, AIM
Global Growth Fund,  AIM Global Utilities Fund, AIM Growth Fund, AIM
International Equity Fund, AIM Summit Fund, Inc., AIM Value Fund, AIM
Weingarten Fund, AIM V.I. Capital Appreciation Fund, AIM V.I. Global Utilities
Fund, AIM V.I. Growth Fund, AIM V.I. Growth and Income Fund, AIM V.I.
International Equity Fund and AIM V.I. Value Fund.

         Fixed Income Funds.  The Company also manages various funds which
invest principally or to a significant degree in fixed income debt instruments.
Certain of such funds invest in instruments providing income exempt from
federal and/or state income taxes.  The investment strategies of the fixed
income funds may involve investing in high current yield obligations,
obligations convertible into equity securities, United States Treasury
obligations and/or obligations issued by municipalities.  The fixed income
funds are AIM Global Income Fund, AIM High Yield Fund, AIM Income Fund, AIM
Intermediate Government Fund, AIM Limited Maturity Treasury Shares, AIM
Municipal Bond Fund, AIM Tax-Exempt Bond Fund of Connecticut, AIM Tax-Free
Intermediate Shares, AIM V.I. Diversified Income Fund and AIM V.I. Government
Securities Fund.

         Money Market Funds.  The Company also manages retail funds which
invest in money market instruments such as commercial paper and other
short-term obligations.  One fund invests in money market instruments which are
exempt from federal income taxes.  These funds are AIM Money Market Fund, AIM
Tax-Exempt Cash Fund and AIM V.I. Money Market Fund.

         Most of the AIM Retail Funds offer a common exchange privilege,
pursuant to which shareholders in the AIM Retail Family generally are able to
exchange their shares in one fund or class (as appropriate) of the AIM Retail
Family for shares of another fund or class in the AIM Retail Family without
imposition of a front-end sales charge or CDSC.  Certain exchanges may require
payment of differential sales charges.  Class B Shares of a particular AIM
Retail Fund are exchangeable only for Class B Shares of other AIM Retail Funds.

         In addition to those AIM Retail Funds which are part of the AIM Retail
Family, the Company also sponsors, manages and distributes retail investment
company product lines which are targeted to distinct 





                                       7
<PAGE>   8
market segments.  One such product is AIM Summit Fund, Inc./Summit Investors 
Plans, which consists of a retail equity mutual fund marketed primarily to
active and retired members of the United States armed services through a
contractual plan arrangement. Pursuant to this contractual plan arrangement,
investors indicate their intention (but are not obligated) to periodically
purchase shares over a period of at least 15 years.

         In 1993, the Company introduced AIM Variable Insurance Funds, Inc.
("AVIF"), an open-end series investment company which offers nine different
investment portfolios, eight of which pursue investment objectives and
strategies similar to funds in the AIM Retail Family.  The portfolios of AVIF
are available to qualified retirement plan accounts and exclusively to separate
accounts of insurance companies as a funding vehicle for variable annuity
contracts and variable life insurance contracts.

D.       Retail Pricing and 12b-1 Plans

         Most funds in the AIM Retail Family, other than the Class B Shares of
the 17 funds which offer both Class A Shares and Class B Shares, are offered at
the fund's net asset value plus a front-end sales charge, with reductions for
larger purchases (generally over $25,000 or $50,000).  The current maximum
front-end sales charge ranges from 5.5% of the public offering price of most
equity funds, to 4.75% of the public offering price of fixed income funds and
certain equity funds, to 1.0% of the public offering price of certain funds
investing in government-issued or government-backed securities.  The Class B
Shares are offered without any sales charge at the time of purchase, but are
subject to a CDSC payable to the Company at the time of redemption under
certain circumstances.  The CDSC is 5.0% of the net asset value of the Class B
Shares redeemed during the first year following their purchase, and declines on
a graduated basis to 0% in the seventh year after purchase.

        Certain funds in the AIM Retail Family have approved distribution plans
("12b-1 Plans") pursuant to Rule 12b-1 under the Investment Company Act of 1940,
as amended (the "1940 Act").  The 12b-1 Plan of each fund not offering Class B
Shares, and of the Class A Shares of funds offering both Class A and Class B
Shares, provides that the fund will pay up to a specified annual percentage
(0.10% to 0.50%) of its average daily net assets (or for funds offering both
Class A Shares and Class B Shares, the average daily net assets attributable to
the Class A Shares) to the Company as compensation for its activities related to
sales of such shares.  As part of such 12b-1 Plan payments, up to 0.25% annually
(or such lesser specified percentage, if applicable) may be paid to selected
financial intermediaries for furnishing continuing personal shareholder
services.  Generally, a substantial portion of the amounts paid pursuant to
these 12b-1 Plans are paid out to financial intermediaries as service fees.

         The 12b-1 Plans of the Class B Shares provide that the applicable fund
pays the Company up to 1.0% annually of its average daily net assets
attributable to the Class B Shares, of which up to 0.75% annually is paid as
compensation to the Company for its distribution-related services, and up to
0.25% annually may be paid to selected financial intermediaries as service fees
for continuing personal shareholder services.  In May 1995, the Company
executed agreements establishing a program with Citibank, N.A. ("Citibank") to
provide additional funding for payments of sales commissions to financial
intermediaries who sell Class B Shares.  Pursuant to such program, since the
second quarter of 1995 the Company has sold the right to receive future
distribution fees under the 12b-1 Plans and CDSCs (the "Fees ") attributable to
certain Class B Shares to Citibank for a purchase price equal to a percentage
of the price at which each Class B Share is sold.  See "Management's Discussion
and Analysis of Financial Condition and Results of Operations-- Capital
Resources and Liquidity--Current Requirements and Availability."

E.       Institutional Mutual Funds

         The Company currently manages nine AIM Institutional Funds which are
marketed at net asset value without any sales charges to banks and their trust
departments and other financial institutions.  The Company earns various fees,
such as investment advisory fees, accounting service fees, distribution fees
and/or transfer agency fees, from some or all of the AIM Institutional Funds.
The Company manages the following institutional money market funds: Short-Term
Investments Co.--Prime Portfolio, Short-Term Investments Co.--Liquid Assets
Portfolio, Short-Term Investments Trust--Treasury Portfolio, Short-Term
Investments Trust--Treasury 





                                       8
<PAGE>   9
TaxAdvantage Portfolio and Tax-Free Investments Co.--Cash Reserve Portfolio.
The Company also manages an institutional fund investing in short-term United
States Treasury obligations, Limited Maturity Treasury Portfolio--Institutional
Shares, and offers institutional classes of three retail funds investing in
equity securities, AIM Charter Fund, AIM Constellation Fund and AIM Weingarten
Fund.

         The Company maintains a sales staff to market directly to new
institutional investors and to serve current investors in the AIM Institutional
Funds.  Sales of the AIM Institutional Funds generally are made directly to or
through banks and their trust departments or other financial institutions, and
therefore are not as dependent on dealing with and serving financial
intermediaries such as broker-dealers, which are important to the marketing of
retail mutual funds.

F.       Managed Accounts

         The Company's Managed Accounts business has focused on accounts of
medium- and large-sized institutional clients including corporations, pension
plans and similar investors.  The Company's Managed Accounts clients have
generally approached the Company.  This line of business includes equity, fixed
income (both investment grade and high yield) and balanced account investment
strategies.  The policies and strategies pursued on behalf of the Managed
Accounts are similar to those of certain of the AIM Funds.  Such policies and
strategies may be adjusted to reflect the specific objectives and guidelines of
the Managed Account clients.

G.       International Operations

        In 1995, the Company launched its first offshore mutual fund which is
located in Dublin, Ireland and operates as a U.S. dollar-denominated money
market fund marketed to institutional investors (the "Offshore Fund").  In
January 1997, the Company launched a second offshore institutional money market
fund denominated in pounds sterling, and anticipates introducing similar funds
denominated in additional currencies.  Moreover, the Company expects during 1997
to introduce additional offshore funds which will invest in equity and fixed
income securities.

H.       Portfolio Management and Research

         The Company's investments staff, which consisted of 112 professionals
as of December 31, 1996, is dedicated to implementing carefully designed
investment strategies.  The Company seeks to achieve consistent application of
investment parameters applied with respect to equity, fixed income and money
market portfolios under the Company's management by holding weekly meetings of
senior investment and research personnel, who monitor the activities of
individual portfolio managers.

         The Company's approach toward equity investing centers on the concept
that stock prices eventually follow earnings, and companies with superior
earnings provide significantly higher returns than companies without such
earnings.  Toward this end, the Company's investments personnel seek to invest
in diversified portfolios of equity securities which meet selective criteria.
First, portfolios invest in "earnings acceleration" companies whose earnings
exhibit strong earnings momentum.  Second, portfolios invest in "core holdings"
which consist of securities of companies the earnings of which have met certain
long-term growth criteria.  Third, sell guidelines are imposed which may result
in the sale of part or all of security holdings which show reduced earnings
momentum or a decline in competitive position which could lead to reduced
earnings momentum.

         The Company takes a structured approach toward investments in long-
and medium-term fixed income securities, with the goal of providing the
greatest rate of return consistent with the objectives of the portfolio
involved.  Each fixed income market sector has defining characteristics;
therefore, each investment portfolio is managed according to investment
disciplines specific to the portfolio involved and its primary investment
market.  The Company's fixed income research analysts conduct fundamental
credit and security analysis focusing on a portfolio's performance within the
context of its risk parameters.







                                       9
<PAGE>   10
         The Company's three major tenets of managing money market assets are
safety, liquidity and yield.  The Company incorporates as part of its money
market investment process the credit quality and maturity requirements and
guidelines imposed under the 1940 Act.  In addition to meeting the specified
investment objectives of the portfolios involved, the Company's research
analysts and portfolio managers monitor day-to-day compliance with the
specialized regulations for money market funds.

I.       Contractual Arrangements

        The Company provides investment advisory, distribution, administrative
and transfer agent services to the AIM Funds pursuant to agreements which have
been approved by, and the continuance of which is approved on an annual basis
by, the Boards of Directors/Trustees of the AIM Funds.  The investment advisory
agreements generally provide that the Company manages the operations of each AIM
Fund and manages the investment and reinvestment of such fund's assets in
conformity with its investment objectives and restrictions.  The Company also
provides administrative services, such as portfolio accounting, to all of the
AIM Funds, and is reimbursed for the cost of providing such services.  In 1994,
AIFS began providing sub-accounting services to the AIM Institutional Funds and
was reimbursed for its costs in providing such services.  In 1995, AIFS became
the transfer agent for all of the AIM Institutional Funds, in connection with
which it receives a fee based on the average daily net assets in the
institutional shareholder accounts.  In 1994, AFS became the transfer agent for
most of the AIM Retail Funds, in connection with which it receives a per account
fee.  Prior to 1994, AFS did not receive a per account fee but was reimbursed
for certain of its costs associated with its provision of shareholder services
to such AIM Retail Funds.  The Company generally provides office space, all
necessary office facilities, equipment and personnel in connection with its
services, and pays the compensation of officers and directors/trustees of the
funds who are affiliated with the Company and all expenses of the Company
incurred in connection with its provision of investment management and advisory
services to the AIM Funds.  All charges and expenses other than those
specifically borne by the Company are paid by the respective AIM Funds.

         The Company's revenues from management fees, which are paid by the AIM
Funds, the Managed Accounts, the Offshore Fund and the Sub-Advised Funds at
various rates, are based on the value of the average daily net assets of each
fund, Managed Account, Sub-Advised Fund or Offshore Fund.  An increase or
decrease in these assets generally has a corresponding effect upon the amount
of the Company's revenues, although, as explained earlier, such effect may not
be proportional.

         From time to time the Company may waive all or a portion of its
management fees or 12b-1 Plan service or distribution fees and/or assume all or
a portion of the operating expenses of a fund for competitive reasons and in
response to commitments made to the directors of such fund.  In some cases, the
Company may waive all or a portion of its management fees and distribution fees
for new funds or to reflect economies of scale at higher asset levels.   See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - General."

         The Company has also entered into distribution agreements with or for
the benefit of each of the AIM Funds.  Such agreements generally provide that
the Company acts as the principal underwriter for the AIM Retail Funds and AIM
Institutional Funds.  In addition, the AIM Retail Funds and certain classes of
shares of the AIM Institutional Funds have adopted 12b-1 Plans which provide
for payment of distribution fees relating to sales of shares thereof.  Each
12b-1 Plan is approved by the fund's (or class') shareholders and its
continuance must be approved annually by the directors/trustees of the
respective funds and classes, including a majority of the independent
directors/trustees.  Rules of the National Association of Securities Dealers,
Inc. ("NASD") impose limits on 12b-1 Plan distribution and service fees paid by
the AIM Funds.

         The investment advisory agreements and distribution agreements with
the AIM Funds are generally terminable without penalty by each AIM Fund and the
Company upon 60 days' notice.  The investment advisory agreements for the
Managed Accounts are terminable without penalty by each Managed Account and the
Company upon as little as 30 days' notice.  The investment advisory and
distribution agreements with the AIM Funds are also automatically terminated in
the event of any "assignment" as that term is defined in the 1940 Act.  The
term "assignment" is broadly defined in the 1940 Act and includes direct
assignments as well as 





                                       10
<PAGE>   11
assignments that may be deemed to occur upon the direct or indirect transfer of
a controlling interest in the Company.  Similarly, assignments of the investment
advisory agreements relating to the Managed Accounts are not permitted, unless
the relevant client consents to the assignment.

         In connection with the variable annuity products offered by certain of
the insurance companies investing in AIM Variable Insurance Funds, Inc., the
Company has entered into master marketing services agreements with some of such
insurance companies which provide, among other things, that such insurance
companies will compensate the Company for its provision of specified
distribution-related support and consultation services.  In accordance with
such agreements and to facilitate sales of the variable products in various
states, the Company has caused an insurance agency structure to be organized
consisting of five insurance agencies licensed in various states.  The Company
owns stock in all but one of such insurance agencies.  Fees paid by such
insurance companies to the Company under the master marketing services
agreements are equal to approximately 0.56% of all sales of annuity products
developed jointly by the Company and such insurance companies.

J.       Competition

        The investment management business is highly competitive.  The
independent sales representatives who distribute shares of the AIM Retail Family
also distribute numerous competing products, including, in many cases, products
sponsored by the financial intermediaries that employ such representatives.  The
Company competes in the distribution of retail mutual funds with other
independent fund management companies, commercial banks, insurance companies,
broker-dealers and other institutions.  Competition is based on various factors,
including the range of products offered, business reputation, the strength and
continuity of institutional, management and producer level relationships, the
investment performance of the funds in the AIM Retail Family, quality of
service, fees charged and marketing and distribution services, including the
level of commissions paid and other distribution support offered to members of
the Company's retail distribution network.

         In addition to competing with independent management firms selling
mutual funds with sales loads, the Company competes with companies engaged in
the management and distribution of funds with sales loads which are sponsored
by the same financial services firms which sell such funds.  The Company also
competes with companies engaged in the marketing and distribution of direct
marketed funds which do not charge a sales load.  It is likely that competition
in the mutual fund industry will increase in the future as new entrants such as
commercial banks, insurance companies, foreign financial institutions and other
institutional sponsors seek avenues of entry into the business and existing
participants seek increased market share.

         The competitive factors affecting the marketing of variable annuities
differ from those affecting mutual funds.  Unlike sales representatives selling
mutual funds, sales representatives selling variable annuities must be
specifically appointed by the sponsoring insurance company to sell the product.
Successful marketing of variable annuities is highly dependent upon the
performance record of the investment portfolio manager, the reputation and
financial strength of the sponsoring insurance company and product features.
It is likely that competition in the marketing of variable annuities will
increase in the future as the tax-deferral benefits of the product assume
increasing importance for retirement planning in an aging population.

         Because most institutional mutual funds are sold without sales
commissions at either the time of purchase or the time of redemption,
institutional investors may be more inclined to move their assets among various
institutional funds than investors in retail mutual funds.  In addition, large
institutional investors which control substantial assets tend to view
institutional money market funds, the largest category of the AIM Institutional
Funds, as a commodity product.  Consequently, such institutions are highly
sensitive to technological services, pricing, expenses and performance.
Competitive pressures in the institutional mutual fund market are increasing as
a result of (i) mergers and consolidations within the banking industry, (ii)
increased offering of proprietary funds by institutional investors such as
banks and (iii) regulatory changes affecting banks and other financial service
firms.







                                       11
<PAGE>   12
         With respect to its Managed Accounts business, the Company competes
for clients with many other companies that furnish investment management and
advisory services to managed accounts.  There are relatively few barriers to
entry by new investment management firms in the managed account business.
Consequently, the market for providing investment management and advisory
services to institutional and other investors is highly competitive.  The
Company does not currently seek, nor does it have, a major presence in this
business line, as distinguished from its AIM Funds business.

K.       Regulation

         Virtually all aspects of the Company's investment advisory business are
subject to various federal and state laws and regulations.  These laws and
regulations are primarily intended to benefit shareholders of mutual funds and
other investment advisory clients, and generally grant supervisory agencies and
bodies broad administrative powers, including the power to limit or restrict
investment advisors from conducting their business in the event they fail to
comply with such laws and regulations.  The sanctions which may be imposed
include the suspension of individual employees, limitations on engaging in the
investment advisory business for specified periods of time, the revocation of
registration as an investment advisor, and other censures and fines.  It is also
possible that the laws and regulations governing the Company's operations or its
investment products could be amended or interpreted in a manner that would have
an adverse impact on the Company.

         AIM Advisors and AIM Capital are registered with the Securities and
Exchange Commission (the "SEC") as investment advisors under the Investment
Advisers Act of 1940, as amended (the "Advisers Act").  The Advisers Act
imposes numerous obligations on registered investment advisors including
fiduciary, recordkeeping, operational and disclosure obligations.  Each AIM
Fund is registered with the SEC under the 1940 Act and the shares of each AIM
Fund are registered with the SEC under the Securities Act of 1933, as amended.
Generally the shares of each nationally offered AIM Fund are qualified for sale
(or are exempt) under applicable state securities laws in all states in the
United States and the District of Columbia.

         AIM Distributors and FMC are registered as broker-dealers under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are
subject to regulation by the SEC, the NASD and federal and state agencies.
Each such broker-dealer is subject to the SEC's net capital rule and certain
state securities laws designed to enforce minimum standards regarding the
general financial condition and liquidity of broker-dealers.  Under certain
circumstances, these rules limit the ability of the Company to make withdrawals
of capital and receive dividends from AIM Distributors and/or FMC.  The
regulatory net capital of AIM Distributors and FMC has always exceeded minimum
net capital requirements.  The securities industry is one of the most highly
regulated industries in the United States, and failure to comply with related
laws and regulations can result in the revocation of broker-dealer licenses,
the imposition of censures or fines and the suspension or expulsion from the
securities business of a firm, its officers or employees.

         AFS and AIFS are registered under the Exchange Act as transfer agents,
and thus are subject to various rules and regulations thereunder.

         Officers, directors and employees of the Company may from time to time
own securities which are held by one or more of the AIM Funds or Managed
Accounts.  The Company has adopted and administers a Code of Ethics with
respect to certain individuals' investments which requires prior clearance of
purchases and sales of various types of securities, and periodic reporting of
personal securities transactions.  Additionally, the Company's Code of Ethics
restricts or prohibits certain actions, including insider trading, solicitation
or acceptance of significant gifts and gratuities, depriving client accounts of
investment opportunities, short-term trading, disclosure of confidential
information and purchases of new issues of securities during the initial public
offering thereof, so as to avoid conflicts of interest.

         In addition to the foregoing types of regulation applicable to the
Company's business in the United States, the Company's international operations
are subject to regulation in foreign countries.

         To the extent that existing or future regulations affecting the sales
of AIM Fund shares or their investment strategies cause or contribute to
reduced sales of such shares or impair the investment 





                                       12
<PAGE>   13
performance of the AIM Funds, the Company's aggregate net assets under
management and its revenues might be adversely affected.

ITEM 2.          PROPERTIES

        The Company, which is headquartered in Houston, Texas, conducts its
operations through leased offices located in Houston and Austin, Texas, and
London, England.  During 1996, the Company continued to expand its leased office
space for its headquarters at 11 Greenway Plaza, Houston, Texas, and as of
December 31, 1996, leased approximately 276,000 square feet under a lease which
expires December 31, 2003.  The Company also leases space at another location in
Houston to house its literature distribution facilities. The Company began
leasing space in Austin, Texas during June 1996 to accommodate the expansion of
its existing transfer agent business and to serve as a future business recovery
location in connection with disaster contingency planning. While the Company
believes that its facilities are sufficient for its current operations, the
Company is considering leasing additional space in Houston to serve its
anticipated business needs.

ITEM 3.          LEGAL PROCEEDINGS

         A legal action, Saltzberg v. AIM Equity Funds, Inc., et al., Case No.
H96-3657 (S.D. Tex. filed Oct. 25, 1996), has been brought against certain
subsidiaries of the Company, AIM Equity Funds, Inc. and AIM Aggressive Growth
Fund, a portfolio of AIM Equity Funds, Inc.  The action was instituted under
section 36(b) of the 1940 Act and seeks to recover damages allegedly suffered
by AIM Aggressive Growth Fund, a portfolio of AIM Equity Funds, Inc., in
connection with fees paid for marketing and shareholder services after the fund
was closed to new investors.  The Company believes that its legal defenses
against such action are sound and intends to defend itself vigorously.

ITEM 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Effective on or before January 3, 1997, all of the holders of record
on December 4, 1996 of shares of the Common Stock of the Company, par value
$0.0025 per share ("Old Common Stock"), and the Class B Common Stock of the
Company, par value $0.0025 per share ("Class B Common") approved the execution
by A I M Management Group Inc. of an agreement and plan of merger (the "Merger
Agreement") pursuant to which A I M Management Group Inc. would be merged with
and into a direct wholly-owned subsidiary of the Parent Company (the "Merger").

         In connection with the Merger, effective on or prior to February 28,
1997, (i) all of the holders of record on December 4, 1996 of shares of Old
Common Stock, a warrant to purchase shares of Old Common Stock and options to
purchase shares of Old Common Stock executed a transfer restriction agreement
which imposes restrictions upon the ability of such stockholders to dispose of
Ordinary Shares (as defined below) received in connection with the Merger and
upon the exercise of options, (ii) all of the holders of record on December 4,
1996 of shares of Class B Common executed a second transfer restriction
agreement which imposes restrictions upon the ability of such stockholders to
dispose of Ordinary Shares received in connection with the Merger, (iii) all of
the holders of record on December 4, 1996 of shares of Old Common Stock and
Class B Common executed a transfer administration agreement which establishes
certain procedures to implement the transfer restriction agreements, and (iii)
certain holders of Old Common Stock and all of the holders of record as of
December 4, 1996 of shares of Class B Common executed a registration rights
agreement pursuant to which such stockholders may have the Ordinary Shares
which they receive in connection with the Merger converted into American
Depository Receipts and registered under U.S. securities laws under certain
circumstances.

         Additionally, effective on or before February 28, 1997, all of the
holders of record on December 4, 1996 of shares of Old Common Stock and Class B
Common approved (i) certain pro rata cash payments to the holders of vested
non- qualified stock options for shares of Old Common Stock pursuant to the
Merger Agreement and (ii) the provisions of employment agreements entered into
by certain officers of the Company providing, under certain circumstances, for
the acceleration of certain unvested options and the continuation 





                                       13
<PAGE>   14
of salary payments (and commission and/or bonus payments, in certain cases) if
such officer's employment is terminated.

         Effective on or before February 28, 1997, holders of more than 51% of 
the shares of Old Common Stock and shares of Class B Common approved the 
execution by A I M Management Group Inc. of Amendments No. 1 and 2 to the
Merger Agreement.

                                    PART II


ITEM 5.          MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
                 MATTERS

         There is no established public trading market for the common equity of
the Company.  On February 28, 1997, all of the outstanding Common Stock of the
Company, par value $0.01 per share ("Common Stock"), was held by AVZ Inc., a
direct, wholly-owned subsidiary of the Parent Company.  The ordinary shares of
the Parent Company, nominal value 25 pence per share (the "Ordinary Shares"),
are traded on the London Stock Exchange and the American Depository Shares of
the Parent Company are traded on the New York Stock Exchange.

         On December 30, 1996, the Company declared, and on February 13, 1997,
the Company paid, an annual cash dividend of $4.00 per share on its Old Common
Stock and Class B Common.  In 1996, the Company paid an annual cash dividend of
$2.15 per share on its Old Common Stock and Class B Common.  In 1995, the
Company paid an annual cash dividend of $0.90 per share on its Old Common Stock
and Class B Common.

         The Company's payment of dividends is limited by the Credit Agreement
(as defined below) and the indenture (the "Indenture") dated as of November 3,
1993 providing for the issuance of the Company's 9% Senior  Notes due 2003 (the
"Notes").  As of February 13, 1997, the Credit Agreement, the B Share Facility
(as defined below) and the Indenture provided that the Company may not pay
dividends in an amount greater than the sum of (i) 50% of aggregate cumulative
Consolidated Net Income (as defined in the Credit Agreement, the B Share
Facility and the Indenture) during the period beginning November 3, 1993 and
ending on the last day of the fiscal quarter ending prior to such payment, and
(ii) the aggregate Net Cash Proceeds (as defined in the Credit Agreement, the B
Share Facility and the Indenture) received by the Company after a certain date
in connection with certain events described in the Credit Agreement.  Pursuant
to the Credit Agreement, each of the Company's subsidiaries is required to pay
dividends on its capital stock at least quarterly in the amount of such
subsidiary's net income for the immediately preceding quarterly period, subject
to applicable laws and net capital and other legal and regulatory requirements.

         During 1996, the Company issued 156,523 shares of Old Common Stock to
certain of its employees pursuant to exercises by such employees of stock
options at exercise prices ranging from $6.11  to $96.00.  During 1995, the
Company issued 105,900 shares of Old Common Stock to certain of its employees
pursuant to exercises by such employees of stock options at exercise prices
ranging from $6.11 to $52.50. Such issuances were made in reliance upon Section
4(2) of, and Rule 701 promulgated under, the Securities Act of 1933, as
amended.
        




                                       14
<PAGE>   15
ITEM 6.          SELECTED FINANCIAL DATA

         The following table sets forth selected financial information of the
Company as of and for each of the years in the five-year period ended December
31, 1996.  The financial statement information as of and for each of the years
in the five-year period ended December 31, 1996 has been derived from the
audited consolidated financial statements of the Company which, for each year
in such five-year period, have been audited by KPMG Peat Marwick LLP,
independent auditors.  The selected financial information should be read
together with the consolidated financial statements and related notes appearing
at Page F-1 and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in Item 7 of this Form 10-K.




                         SELECTED FINANCIAL INFORMATION


<TABLE>
<CAPTION>
                                                               Years Ended December 31,           
                                          ------------------------------------------------------------------


                                            1996           1995a         1994a         1993a          1992
                                            ----           ----          ----          ----           ----
                                                       (in thousands, except per share data)
 <S>                                      <C>            <C>           <C>           <C>             <C>
 Total revenues                           $386,480       $246,232      $142,483      $114,618        $95,941

 Income before extraordinary                89,649         48,103        19,256        20,833         23,099
    item
 Total assets                              280,658        197,655       167,769       118,751         96,759

 Total long-term debt                      127,050        150,500       142,654       167,991         24,461
    (excluding current maturities)
 Preferred stock (Series A)                    ---            ---           ---           ---          5,000
    subject to Redemption
    Agreement

 Per share data:

 Income before extraordinary
     item

    Primary                               $  24.18       $  13.76      $   5.49      $   2.68        $  2.63
                                                                                                      
    Fully diluted                         $  24.18       $  13.76      $   5.49      $   2.47        $  2.35

 Cash dividends                           $   2.15       $  .9000      $  .4000      $  .1875        $ .3875
</TABLE>






- ---------------
        (a)  Amounts previously recorded as Class B Common Stock have been
reclassified as stockholders' equity to reflect the elimination of the put
option related to such shares as a result of the Merger.

                                       15
<PAGE>   16
ITEM 7.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS

General

         The Company's largest sources of revenues are mutual fund management
and advisory fees, commission income earned from underwriting and distributing
retail mutual fund shares and 12b-1 Plan distribution fee income.  Other
operating revenues include accounting service fees, transfer agent fees and
interest income.

         Mutual fund management and advisory fees are based on the average
daily net assets of the AIM Funds.  Such fees are accrued daily by each AIM
Fund and paid to the Company monthly.  The Company's management and advisory
fees fluctuate due to changes in the total value of the net assets under
management.  Variations in the level of assets under management result from
both sales and redemptions of AIM Fund shares and changes in the market value
of the AIM Funds' investments.

         From time to time the Company may waive all or a portion of its
management fees or 12b-1 Plan service or distribution fees and/or assume all or
a portion of the operating expenses of a fund for competitive reasons and in
response to commitments made to the directors of such fund.  In some cases, the
Company may waive all or a portion of its management fees and distribution fees
for new funds or to reflect economies of scale at higher asset levels.  In
1996, the Company waived approximately $10.3 million in management fees and
assumed approximately $0.3 million in expenses for certain AIM funds. In 1995,
the Company waived approximately $5.9 million in management fees and assumed
approximately $0.4 million in expenses for certain AIM funds.  In 1994, the
Company waived approximately $5.2 million in management fees and assumed
approximately $0.9 million in expenses for certain AIM Funds.  Such voluntary
fee waivers and expense assumptions were made for the sole purpose of reducing
the operating expenses of such AIM Funds and were not made for the purpose of
mitigating any losses from investments in derivative or other portfolio
securities.  It is difficult to measure the effect such waivers and assumptions
had on the Company's results of operations because the Company believes they
enhance its ability to retain the assets under its management and to attract
additional investment in the AIM Funds.  The Company currently is unable to
estimate to what extent, if any, it may terminate existing fee waivers or cease
assuming operating expenses in the future.  It is not possible to predict what
effect, if any, the termination of arrangements regarding fee waivers and
assumption of expenses may have on the future level of assets under the
Company's management.

         Certain AIM Funds also pay 12b-1 Plan distribution and service fees to
the Company.  These distribution and service fees also are based on the value
of the net assets of the applicable funds or classes and are subject to certain
limits imposed under the rules of the NASD.  Pursuant to administrative
services agreements, the Company is reimbursed for all or a portion of
expenses, including salary, general and administrative and office lease
expenses, incurred by the Company in providing certain administrative services
(such as fund accounting) to certain AIM Funds.  Fund accounting reimbursements
paid to the Company by an AIM Fund are based on the Company's costs of
providing such service.  In 1995, AIFS became the transfer agent for all of the
AIM Institutional Funds and began  receiving a fee for providing transfer agent
and dividend agent services to the AIM Institutional Funds based on the average
daily net assets in the institutional shareholder accounts.  Since 1994, AFS
has received a per account fee for providing various transfer agent and
dividend agent services to most of the AIM Retail Funds.

         The Company has substantially increased its number of full-time
employees in recent years primarily in connection with its internalization of
various transfer agent functions, growth in assets under the Company's
management and increases in the number of shareholder accounts in the AIM
Funds.  The Company has also been required to increase its promotional
activities and expenditures related to selling shares of the AIM Funds due to
increased competition.  Consequently, the Company's largest expenses are 
compensation and related expenses and other administrative expenses, which 
includes expenses related to mutual fund sales promotion.




                                       16
<PAGE>   17
         The following table sets forth the Company's net assets under
management at December 31, 1996, 1995 and 1994:

<TABLE>
<CAPTION>
                                            Net Assets Under Management
                                          (at end of period, in millions)

                                                Years Ended December 31,     
                                          ----------------------------------
                                            1996         1995          1994
                                          --------      -------      -------
<S>                                       <C>           <C>          <C>
Retail:

     Equity                                $41,847      $26,461      $13,777

     Money market                              748          656          605

     Fixed income                            3,893        2,784        1,859

     Closed-end                                 -            68           64
                                          --------      -------      -------
          Total retail                      46,488       29,969       16,305
                                          --------      -------      -------

Institutional:
     Money market                           13,579       10,827       10,664

     Other                                     458          383          221
                                          --------      -------      -------

          Total institutional               14,037       11,210       10,885
                                          --------      -------      -------
Managed Accounts                             1,272          268          284
                                          --------      -------      -------


Sub-Advised Funds                              133           60            0
                                          --------      -------      -------
Offshore Fund                                  405           39            0
                                          --------      -------      -------

     Total net assets                     $ 62,335      $41,546      $27,474
                                          ========      =======      =======
</TABLE>



         Net assets under management in the AIM Retail Funds grew by 55.1% from
1995 to 1996, and by 83.8% from 1994 to 1995. The increase in assets of the AIM
Retail Funds from 1994 to 1996 was attributable to a number of factors,
including increases in the market value of the assets held in the AIM Retail
Funds' portfolios resulting from generally improving equity markets and
increased sales of AIM Retail Fund shares.  Approximately 65.0% of the increase
in the assets of the Company's fixed income and equity funds from 1995 to 1996
was due to an increase in the net sales of such funds and approximately 35.0%
of such increase was primarily due to appreciation in the value of the
securities held in such funds' portfolios.  The increase in sales of AIM Retail
Fund shares during 1995 and 1996 was primarily due to the strong performance of
several of the AIM Retail Funds during recent years, sales promotions of the
Company's products through its retail distribution system, improved name
recognition of the AIM Retail Family and the general increase in cash flows into
equity and fixed income mutual funds during 1995 and 1996.  Net assets under
management in the AIM Institutional Funds increased by 25.2% from 1995 to 1996,
and by 3.0% from 1994 to 1995.  The increase in assets held in the AIM
Institutional Funds' portfolios during 1996 was primarily due to an increase in
net cash flows into such funds related to the performance of certain of the AIM
Institutional Funds and changes in the interest rate environment, and the
Company's focus on new distribution channels for the shares of the AIM
Institutional Funds.  Net assets under management in the Managed Accounts
increased by 374.6% from 1995 to 1996, and decreased by 5.6% from 1994 to 1995.
The increase in net assets under management in the Managed Accounts during 1996
was primarily due to the addition of a large new Managed Account during 




                                       17
<PAGE>   18
1996. The Company began advising the Sub-Advised Funds and the Offshore Fund in
1995. Total net assets under management grew by 50.0% from 1995 to 1996, and by
51.2% from 1994 to 1995.

Financial Condition and Results of Operations

         Total Operating Revenues.  Total operating revenues increased 57.0%
for the fiscal year ended December 31, 1996 to $386.5 million from $246.2
million for the fiscal year ended December 31, 1995, and increased 72.8% for
the fiscal year ended December 31, 1995 from $142.5 million for the fiscal year
ended December 31, 1994.  These increases in total operating revenues were
primarily attributable to increases in the total amount of management fees
received from the AIM Retail Funds.

         Management and Advisory Fees.  Total management and advisory fees
increased 71.3% for the fiscal year ended December 31, 1996 to $251.4 million
from $146.8 million for the fiscal year ended December 31, 1995, and 51.0% for
the fiscal year ended December 31, 1995 from $97.2 million for the fiscal year
ended December 31, 1994.  Growth in net assets under management in the AIM
Retail Funds accounted for most of the increase in revenues from management and
advisory fees during the period from 1994 to 1996, as discussed above.

         Commission Income.  Revenues from retained amounts on AIM Retail Funds
sales commissions increased 12.8% for the fiscal year ended December 31, 1996
to $49.3 million from $43.7 million for the fiscal year ended December 31,
1995, and increased 131.2% for the fiscal year ended December 31, 1995 from
$18.9 million for the fiscal year ended December 31, 1994. The increases in
commission income experienced during 1996 and 1995 were primarily due to higher
sales of Class A Shares of certain equity and fixed income AIM Retail Funds.
Sales of Class A Shares of the AIM Retail Funds increased 33.6% from 1995 to
1996, and increased 149.7% from 1994 to 1995, primarily due to the general
increase in cash flows into equity and fixed income mutual funds during 1995
and 1996, strong performance of several of the AIM Retail Funds offering Class
A Shares during recent years, improved name recognition of the AIM Retail
Family and sales promotions of the Company's products through its retail
distribution system.  The increase in commission income during 1996 was
substantially less than the increase in 1995, primarily due to the temporary
reopening of AIM Aggressive Growth Fund in 1995.

         Distribution Fee Income.  Income earned by the Company under 12b-1
Plans and service fees received by the Company are recorded in the Company's
Consolidated Statements of Operations under the category "Distribution fee
income."  Distribution fee income increased 53.5% for the fiscal year ended
December 31, 1996 to $39.9 million from $26.0 million for the fiscal year ended
December 31, 1995, and increased 98.5% for the fiscal year ended December 31,
1995 from $13.1 million for the fiscal year ended December 31, 1994.  These
increases were primarily due to appreciation of the assets attributable to
Class A Shares and Class B Shares and an increase in sales of Class A Shares
and Class B Shares during recent periods.  The Company generally retains
service fees on Class A Shares sold in amounts of $1.0 million or more and all
Class B Shares for 12 months after the sale of such shares.  Service fees
retained by the Company have increased in connection with appreciation of the
assets attributable to, and an increase in sales of, Class A Shares that were
sold in amounts of $1.0 million or more and Class B Shares during recent
periods.  Additionally, the Company receives distribution fees from certain
other Class A Shares.  Such Class A Share distribution fees increased in
connection with appreciation of the assets attributable to, and an increase in
the sales of, such Class A Shares.  Distribution fees related to sales of Class
B Shares on or after April 1, 1995 are not recognized as income by the Company
since the Company has sold the right to collect these distribution fees to
Citibank, N.A. ("Citibank"), as discussed below.  See "Capital Resources and
Liquidity."  During the year ended December 31, 1996, distribution fees in the
amount of $39.4 million related to Class B Shares sold since April 1, 1995 were
collected by Citibank and thus were not recognized as income by the Company.  If
the Company had not sold such distribution fees to Citibank, the related
distribution fee income that would have been recognized by the Company generally
would have been offset by the amortization expense incurred by the Company.  The
Company retains distribution fees related to sales of Class B Shares prior to
April 1, 1995.






                                       18
<PAGE>   19
         Other Operating Revenues. Other operating revenues increased 54.2% for
the fiscal year ended December 31, 1996 to $45.8 million from $29.7 million for
the fiscal year ended December 31, 1995, and increased 123.3% for the fiscal
year ended December 31, 1995 from $13.3 million for the fiscal year ended
December 31, 1994.  These increases in other operating revenues were primarily
due to the increase in transfer agent fees over these periods.  Transfer agent
fees increased 68.2% to $33.3 million for the year ended December 31, 1996, and
increased 130.2% to $19.8 million for the year ended December 31, 1995, due
primarily to a growing fund shareholder base.

         Total Operating Expenses.  Total operating expenses increased 44.8%
for the fiscal year ended December 31, 1996 to $245.2 million from $169.3
million for the fiscal year ended December 31, 1995, and increased 50.9% for
the fiscal year ended December 31, 1995 from $112.2 million for the fiscal year
ended December 31, 1994.  These increases were primarily due to increases in
compensation and related expenses and other administrative expenses during 1996
and 1995.


         Compensation and Related Expenses.  Compensation and related expenses
increased 48.8% for the fiscal year ended December 31, 1996 to $126.8 million
from $85.2 million for the fiscal year ended December 31, 1995, and increased
70.4% for the fiscal year ended December 31, 1995 from $50.0 million for the
fiscal year ended December 31, 1994.  The increase in compensation and related
expenses during the year ended December 31, 1996 was primarily due to (i)
growth in the size of the Company's operations and the number of the Company's
employees due to the growth in assets under the Company's management and
increases in the number of shareholder accounts in the AIM Funds, (ii) an
acceleration in 1996 of the recognition of the amount recorded as bonus expense
under the Company's Management Incentive Plan (the "Incentive Plan") and (iii)
an increase in bonus expense relating to increases in the Company's income.  In
1996, the entire amount of the bonuses awarded was charged to expense.  Prior
to 1996, the Company's policy was to record one-half of the amount of the
bonuses awarded as expense for a particular Incentive Plan year, with the
balance recognized as expense over the remaining year or years of payout, as
applicable.

         The increase in compensation and related expenses during the year
ended December 31, 1995 was primarily due to (i) growth in the size of the
Company's operations and the number of the Company's employees due to the
Company's recent internalization of various transfer agent functions, growth in
assets under the Company's management and increases in the number of
shareholder accounts in the AIM Funds, and (ii) an increase in bonus expense
relating to increases in the Company's income and a change in the timing of the
payments of awards under the Incentive Plan.  See "Executive Compensation -
Management Incentive Plan."

         Other Administrative Expenses.  Other administrative expenses
increased 61.1% for the fiscal year ended December 31, 1996 to $73.6 million
from $45.7 million for the fiscal year ended December 31, 1995, and increased
42.4% for the fiscal year ended December 31, 1995 from $32.1 million for the
fiscal year ended December 31, 1994.  These increases were primarily due to an
increase in business promotional costs related to the Company's expansion of
its retail distribution system and an increase in the aggregate amount of
concessions paid to dealers due to an increase in sales of Class A Shares in
the amount of $1.0 million or more.  Pursuant to the Company's special program 
for sales of Class A Shares in amounts of $1.0 million or more, an investor who
purchases at least $1.0 million worth of Class A Shares does not pay a sales
charge at the time of purchase, but is subject to a CDSC under certain
circumstances.  The Company generally pays sales commissions to financial
intermediaries who sell $1.0 million or more of Class A Shares, and such
payments are included in other administrative expenses.

         Income Before Extraordinary Item.  Income before extraordinary item
increased 86.3% for the fiscal year ended December 31, 1996 to $89.6 million
from $48.1 million for the fiscal year ended December 31, 1995, and increased
149.2% for the fiscal year ended December 31, 1995 million from $19.3 million
for the fiscal year ended December 31, 1994.  These changes in income before
extraordinary item were due to the changes in the Company's revenues and
expenses discussed above.  During 1996, the Company expensed, as an
extraordinary item, approximately $0.5 million, net of tax, related to a
premium paid upon repurchase of an aggregate of approximately $12.8 million
principal amount of its Notes and the related financing costs.






                                       19
<PAGE>   20
Capital Resources and Liquidity

         Recapitalization of the Company.  In 1993, certain management
stockholders of the Company sold a portion of their shares in the Company to
certain investment partnerships controlled or advised by TA Associates, Inc.
("TA").  Immediately following its acquisition of the Company's stock, TA
exchanged the shares acquired from management stockholders for an equivalent
number of shares of newly authorized Class B Common.  Also in 1993, the Company
repurchased stock of the Company held by substantially all of its
non-management stockholders (the "Selling Stockholders").  Primarily to finance
this recapitalization of the Company (the "Recapitalization"),  the Company
entered into credit facilities structured in four tranches (the "Bank
Facility").

         Subsequent to the Recapitalization, the Company arranged for the
offering and sale of the Notes in the aggregate principal amount of $110.0
million to refinance indebtedness under the Bank Facility in order to fix the
interest rate on and extend the maturities of a significant portion of the
Company's outstanding debt.

         Since 1993, the credit agreement related to the Bank Facility (as
amended from time to time, the "Credit Agreement") has been amended and
restated to reflect certain changes, including a reduction in the interest rate
payable on borrowings thereunder, and the repayment of and deletion from the
Bank Facility of all but one tranche.  The remaining tranche permits amounts to
be borrowed, repaid and reborrowed as a series of term loans until November 30,
2000 for working capital purposes.  Effective June 26, 1996, the Bank Facility
was amended to provide that the security interests securing the amounts
borrowed under the remaining tranche were released.  In connection with the
release of such security interests, the security interests securing the Notes
were also released effective June 27, 1996, as provided in the Indenture.

         Current Requirements and Availability.    The net increase in cash and
cash equivalents was $55.3 million during the year ended December 31, 1996.  At
December 31, 1996, the Company had liquid assets of $154.9 million, including
$97.5 million in unrestricted cash and cash equivalents.  Payables and accrued
expenses due within 12 months totaled $87.4 million at December 31, 1996.

         Net cash provided by operating activities was $111.0 million during
the year ended December 31, 1996, which represented a 85.3% increase from $59.9
million net cash provided by operating activities during the year ended
December 31, 1995.  The increase was primarily due to the increase in the
Company's net income during the year ended December 31, 1996, as discussed
above.

         Net cash used in investing activities was $21.9 million during the
year ended December 31, 1996, which represented a 277.6% increase from the $5.8
million net cash used in investing activities during the year ended December
31, 1995.  This increase was primarily due to the Company's increased capital
expenditures during the year ended December 31, 1996.

         Net cash used in financing activities was $33.8 million during the
year ended December 31, 1996, which represented a 10.1% decrease from the $37.6
million net cash used in financing activities during the year ended December
31, 1995.  This decrease was primarily due to the Company's repayment of $27.0
million in long-term debt, including its repurchase of an aggregate of
approximately $12.8 million of the Notes (as defined below), during the year
ended December 31, 1996, as compared to its repayment of $52.3 million in
long-term debt, and its borrowings of a net amount of approximately $15.8
million in long-term debt during the year ended December 31, 1995.  The Company
ceased borrowing under the Bank Facility to finance the payment of B Share
Commissions beginning in the second quarter of 1995, as discussed below.  The
Company funded payments of B Share Commissions from April 1, 1995 through
December 31, 1996 under the Program (as defined below).

         Cash paid for taxes increased by $30.0 million, or 107.1%, from the
year ended December 31, 1995 to the year ended December 31, 1996.  This
increase was primarily due to the increase in the Company's net income during
1996.  During the year ended December 31, 1996, the Company paid $58.0 million
in state and federal income taxes.  During the years ended December 31, 1995
and December 31, 1994, the Company paid $28.0 million and $ 0.3 million,
respectively, in state and federal income taxes.






                                       20
<PAGE>   21
         Outstanding borrowings under the Company's credit facilities and the
Notes totaled $127.4 million at December 31, 1996.  This amount includes
approximately $97.3 million of outstanding Notes which bear interest at a rate
of 9% per annum.  Such interest is payable in semiannual installments of
approximately $4.4 million.  Effective June 27, 1996, the security interests
securing the Notes were released, as discussed below.

         As of December 31, 1996 approximately $44.7 million was available as a
series of term loans to the Company for working capital purposes under the Bank
Facility.

         Currently, the Company has two methods available to fund the payment
of sales commissions to financial intermediaries who sell Class B Shares ("B
Share Commissions"): the Program (as defined below) and the B Share Facility.

         Program.  In 1995, the Company entered into agreements establishing a
program (the "Program") with Citibank to provide additional funding for payment
of B Share Commissions once amounts available to fund such commissions under
the Bank Facility had been substantially utilized.  Pursuant to the Program,
during the second quarter of 1995, the Company began selling to Citibank the
right to receive the Fees attributable to certain Class B Shares sold on or
after April 1, 1995.  The Program has been amended several times since May 1995
to increase the total amount of financing for B Share Commissions payable by
the Company.  The amount of financing under the Program can be further
increased from time to time in connection with securitization transactions
closed by Citibank.  As of December 31, 1996, the total amount of the Program
was approximately $324.6 million, of which approximately $47.1 million remained
available to the Company.  The remaining $47.1 million would fund B Share
Commissions on the sale of approximately $1.2 billion of Class B Shares.
During 1996, the Company received an average of approximately $14.9 million per
month from Citibank for the sale of Fees under the Program. The Company intends
to continue utilizing the Program to finance the payment of B Share Commissions
for the near future; however, as discussed below, it may fund the payment of
such commissions under the B Share Facility.

         B Share Facility.  On June 26, 1996, the Company entered into
agreements establishing a credit facility (the "B Share Facility") with
Citibank and other financial institutions to provide a method of financing the
payment of B Share Commissions as an alternative to the Program.  The aggregate
amount of financing available under the B Share Facility is $200.0 million.
The Company may increase such amount to $250.0 million if certain conditions
are met.  On June 27, 1996, approximately $37.0 million under the B Share
Facility was used to repay the remaining amount owed under the Bank Facility
for the Company's borrowings to finance the payment of B Share Commissions.
The B Share Facility is secured only by the Fees attributable to Class B Shares
which have not been sold under the Program. The terms of the B Share Facility
provide that the Company must prepay each month an amount equal to the 12b-1
Plan distribution fees for certain Class B Shares and the CDSCs paid by
shareholders for early redemption of certain Class B Shares.  Such mandatory
prepayments are credited toward the amount required to be paid by the Company if
the outstanding principal balance under the B Share Facility exceeds a computed
amount.

         B Share Commissions that are financed under the B Share Facility are
capitalized and amortized over a period of six years (the period of time during
which the investor is subject to a CDSC at the time of redemption of Class B
Shares) for accounting purposes and are currently expensed for tax purposes.
CDSC payments received by the Company related to Class B Shares sold before
April 1, 1995 currently reduce unamortized B Share Commissions.  A CDSC paid to
the Company is generally greater than the related unamortized portion of the B
Share Commission.

         Stockholders' equity increased 311.2% to $50.9 million at December 31,
1996 from a stockholders' deficit of $24.1 million at December 31, 1995.  The
increase in stockholders' equity was primarily due to the increase in the
Company's net income discussed above.  Amounts previously recorded as Class B
common stock have been reclassified as stockholders' equity to reflect the
elimination of the put option related to such shares as a result of the Merger.
See "--Subsequent Event" for further discussion of the Merger.

         The Company has several subsidiaries which are registered in various
jurisdictions as broker-dealers or investment managers.  At December 31, 1996,
the Company's ability to obtain dividends from such 




                                       21
<PAGE>   22
subsidiaries was limited by net capital requirements in the aggregate amount of
$1.0 million designed to ensure the liquidity of such subsidiaries.

         The Company spent approximately $20.2 million during 1996 on capital
expenditures relating primarily to growth in the size of the Company's
operations.  The Company leases all of its operating facilities.  The Company
expects its capital expenditures during 1997 to be higher than those for 1996,
and plans to fund these expenditures with cash obtained from current
operations.

         Future Requirements.  As discussed above, sales of Class B Shares do
not involve payment by the investor of a commission at the time of sale.  Sales
of Class B Shares require the Company to pay a commission to financial
intermediaries at the time of sale.  As discussed above under "Current
Requirements and Availability," the Company has established a program with
Citibank to provide additional funding for payments of sales commissions to
financial intermediaries who sell Class B Shares.

         Ongoing access to retail mutual fund distribution channels is
essential to the Company's future performance.  The Company expects that
expenses associated with maintaining such access will increase in the future.
Increases in such expenses are expected to relate primarily to costs associated
with broker-dealers and financial planners seeking to defray a portion of their
customer service costs relating to their customers' investments in the AIM
Retail Family, and marketing support and promotional costs associated with the
AIM Funds, including sales meetings and seminars.

Impact of Inflation

         Inflation has affected the Company's cost of operations in the past
and may continue to do so in the future.  The Company cannot predict what
effect inflation and changing interest rates will have on the relative
attractiveness of its products and assets under management.

Subsequent Event

         On November 4, 1996, the Company's predecessor, A I M Management Group
Inc., and the Parent Company, a company incorporated under the laws of England,
announced the execution of the Merger Agreement pursuant to which A I M
Management Group Inc. would merge with and into AVZ Inc., a direct wholly-owned
subsidiary of the Parent Company, with AVZ Inc. being the surviving corporation.
The Merger Agreement valued A I M Management Group Inc. at approximately $1.6
billion as of November 4, 1996. The consideration paid or payable in connection
with the Merger, which was completed on February 28, 1997, consisted of (i) 290
million Ordinary Shares of the Parent Company, allocated among all outstanding
shares of Old Common Stock, all outstanding shares of Class B Common and vested
and unvested options and a warrant for Old Common Stock, and (ii) cash in an
amount estimated at February 28, 1997 to be approximately $544 million, which
was allocated among the Company's stockholders and the holders of certain vested
options for Old Common Stock and a warrant for Old Common Stock.  The cash
consideration paid in connection with the Merger was raised by INVESCO (i)
partly from new bank debt in the form of an unsecured revolving credit facility
in the amount of $425,000,000 provided by a syndicate of banks and (ii) partly
from the proceeds of a one-for-five rights issue, which raised net proceeds of
approximately L.115 million (approximately $192 million).  The actual amount of
the cash consideration will be adjusted to take into account certain transaction
expenses, certain balance sheet items and the Company's net income and dividends
paid from September 1, 1996 through February 28, 1997.  Upon consummation of the
Merger, the Company's stockholders, option holders and warrant holder owned
approximately 45% of the Ordinary Shares of the Parent Company on a fully
diluted basis.

         Immediately after the Merger was completed, AVZ Inc. contributed all
of the assets and liabilities obtained in connection with the Merger to A I M
Management Group Inc. (formerly, A I M Management Group Acquisition Corp.)
("New AIM"), a wholly-owned subsidiary of AVZ Inc. (the "Drop-Down
Transaction").  In connection with the Merger and the Drop- Down Transaction,
supplemental indentures to the Indenture were delivered, and as of February 28,
1997, New AIM became the obligor under the Notes.  Additionally, since New AIM
does not have any independent directors (as defined in the Indenture), the
Indenture was amended to 




                                       22
<PAGE>   23
provide that certain transactions between New AIM and any affiliate (as defined
in the Indenture) must be approved by a majority of the directors of the person
controlling New AIM that has independent directors. The officers of the Company
prior to the Merger will continue as officers of New AIM and four of the
directors of the Company prior to the Merger will continue as directors of New
AIM.

         The Merger constitutes a "Change in Control" as defined under the
Indenture.  The Indenture provides that within fifteen days following an
occurrence of a Change in Control, New AIM must offer to purchase the Notes
from the holders thereof for an amount equal to 101% of the principal amount
plus accrued and unpaid interest to the date the Notes are accepted for
purchase by New AIM.  The offer to purchase the Notes will be made by New AIM
upon such terms and subject to such other conditions as are set forth in the
Indenture.  Materials regarding the offer to purchase the Notes were sent out
by New AIM to holders of record of the Notes on March 12, 1997.

         Pursuant to the Merger Agreement, certain stockholders of the Company
and their spouses, directors of the Parent Company and proposed directors of
the Parent Company entered into a voting agreement with the Parent Company
dated as of November 4, 1996 (the "Voting Agreement") pursuant to which such
parties agreed to exercise their votes as directors and shareholders of the
Parent Company so as to maintain a board of fifteen members, seven of whom will
be designated by certain members of the Parent Company's senior management,
seven of whom will be designated by certain members of the Company's senior
management, and one of whom will be the Chairman.  Each of the designated
groups of directors will include at least three independent non-executive
directors.  In addition, one member of the Board of Directors will be
designated Vice-Chairman.  The initial Chairman is Charles W. Brady, the Parent
Company's Chairman prior to the Merger, and the initial Vice-Chairman is
Charles T. Bauer, the Company's Chairman.  Under the Voting Agreement, the
parties thereto are required to (a) exercise their votes so as to maintain the
balance of the membership of the board following any resignation, removal or
re-election of directors and (b) vote their shares at any general meeting of
the Parent Company on resolutions (other than those in respect of the election
of directors) in the same proportion as the votes cast by unaffiliated
shareholders (primarily, shareholders who are not party to the agreement),
provided that any such resolution has been approved by at least two-thirds 
of the members of the board of the Parent Company.

         The Parent Company is one of the world's largest independent
investment management groups and has a major presence in the institutional
investment management and retail mutual fund businesses in the United States
and Europe, and a growing presence in the Pacific region.  At December 31,
1996, the Parent Company's assets under management were L.55.9 billion
(approximately $94.5 billion), thus the Merger formed a group with combined
funds under management in excess of $156.8 billion.  The businesses of the
Parent Company and the various subsidiaries of New AIM have continued to
operate under their existing names since the Merger.  The Ordinary Shares and
the American Depositary Shares of the Parent Company are listed on the London
Stock Exchange and the New York Stock Exchange, respectively.

Forward Looking Statements

         Any statements set forth in this annual report or otherwise made in
writing or orally by the Company with regard to its expectations as to industry
conditions and its financial results, demand and pricing for its products and
other aspects of its business may constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.  Although
the Company makes such statements based on assumptions which it believes to be
reasonable, there can be no assurance that actual results will not differ
materially from the Company's expectations.  Accordingly, the Company hereby
identified the following important factors, among others, which could cause its
results to differ from any results which might be projected, forecasted or
estimated by the Company in any such forward-looking statements: (i) variations
in demand for its mutual fund products; (ii) significant changes in net cash
flows into or out of the Company's mutual funds; (iii) significant fluctuations
in the performance of the stock market; (iv) enactment of adverse state or
federal legislation or changes in government policy or regulation and (v)
adverse results in litigation.







                                       23
<PAGE>   24
ITEM 8.          FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The Consolidated Financial Statements required by Regulation S-X are
set forth beginning at Page F-1 of this Form 10-K.

ITEM 9.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

         None.

                                    PART III

ITEM 10.         DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Executive Officers of the Company

         The names, ages and positions of the directors and executive officers
of the Company as of March 1, 1997 are set forth below.  All directors are
elected annually and hold office until their successors are elected and
qualified, or until their earlier removal or resignation.  All officers are
elected annually by the Board of Directors and hold office until their
successors are elected and qualified, or until their earlier removal or
resignation, or in the case of the Chairman of the Board of Directors (if any),
until he ceases serving as a director.

<TABLE>
<CAPTION>
 Name                          Age       Position
 ----                          ---       --------
 <S>                           <C>       <C>
 Charles T. Bauer              77        Director and Chairman

 Robert H. Graham              50        Director, President and Chief Executive Officer

 Michael J. Cemo               51        Director and Senior Vice President

 Gary T. Crum                  49        Director and Senior Vice President

 John Caldwell                 56        Senior Vice President

 William H. Kleh               51        Senior Vice President

 J. Abbott Sprague             42        Senior Vice President

 John J. Arthur                52        Vice President and Treasurer

 Judith C. Creel               50        Vice President

 Dawn M. Hawley                43        Vice President and Chief Financial Officer

 W. Gary Littlepage            54        Vice President

 Scott G. Lucas                37        Vice President

 Carol F. Relihan              42        Vice President, General Counsel and Secretary

 Ray A. Walther                39        Vice President

 Paul E. Wise                  41        Vice President
</TABLE>


         CHARLES T. BAUER.  Mr. Bauer has been a Director of the Company since
1976, and Chairman of the Company since 1989.  From 1989 to 1997, Mr. Bauer
served as Chief Executive Officer of the Company.  He has also served as a
Director (since 1976) and Chairman (since 1990) of AIM Advisors; a Director
(since 1979) and Chairman (since 1992) of AIM Capital; a Director (since 1976)
and Chairman (since 1984) of AIM Distributors; a Director and Chairman of AFS
(since 1992); a Director and Chairman of AIFS (since 1994); and a Director
(since 1986) and Chairman (since 1992) of FMC.  In addition, Mr. Bauer serves
as Director/Trustee and Chairman for ten investment companies advised by the
Company. Mr.  Bauer also serves as an Executive  Director and Vice-Chairman of
AMVESCO PLC.





                                       24
<PAGE>   25
         ROBERT H. GRAHAM.  Mr. Graham has been a Director (since 1993),
President (since 1989) and Chief Executive Officer (since 1997) of the Company.
From 1989 to 1997, Mr. Graham served as Chief Operating Officer of the Company.
He has also served as a Director (since 1976) and President (since 1990) of AIM
Advisors; a Director (since 1985) and Senior Vice President (since 1995) of AIM
Capital; a Director (since 1982) and a Senior Vice President (since 1995) of
AIM Distributors; a Director (since 1992) and Senior Vice President (since
1995) of AFS; a Director and Senior Vice President (since 1994) of AIFS; and a
Director (since 1986) and Senior Vice President (since 1994) of FMC.  In
addition, Mr. Graham serves as Director/Trustee and President for ten
investment companies advised by the Company.  Mr. Graham also serves as an
Executive Director and Executive Vice President of AMVESCO PLC.

         MICHAEL J. CEMO.  Mr. Cemo has been a Director (since 1993) and Senior
Vice President (since 1990) of the Company.  He has also served as a Director
and President of AIM Distributors since 1988; and a Director of AFS since 1992.
Mr. Cemo also serves as an Executive Director of AMVESCO PLC.

         GARY T. CRUM.  Mr. Crum has been a Director (since 1993) and Senior
Vice President (since 1983) of the Company.  He has also served as a Director
(since 1977) and Senior Vice President (since 1984) of AIM Advisors; a Director
and President of AIM Capital (since 1986); and a Director (since 1992) of AIM
Distributors.  In addition, Mr. Crum serves as a Senior Vice President for
certain investment companies advised by the Company.  Mr. Crum also serves as
an Executive Director of AMVESCO PLC.

         JOHN CALDWELL.  Mr. Caldwell has been a Senior Vice President of the
Company since 1995.  He has also served as a Senior Vice President (since 1992)
of AIM Distributors; a Director and President (since 1992) of AFS; and a
Director and Vice President of AIFS since 1994.

         WILLIAM H. KLEH.  Mr. Kleh has been a Senior Vice President of the
Company since 1987.  Mr. Kleh served as General Counsel of the Company from
1986 to 1994.  He has also served as a Director (since 1987) and Senior Vice
President (since 1988) of AIM Advisors; Director (since 1994), and Vice
President (since 1986) of AIM Capital; Vice President (since 1988) of AIM
Distributors; and a Director (since 1989) of FMC.  Mr. Kleh has been a Director
and President of A I M Global Associates, Inc.  and A I M Global Holdings, Inc.
(since 1995); Chairman and President of AIM Global Ventures Co. (since 1995);
Managing Director of AIM Global Advisors Limited (since 1995); and a Director
of A I M Global Management Company Limited (since 1995).  Mr. Kleh has been
appointed to serve as General Counsel of AMVESCO PLC effective May 1, 1997.

         J. ABBOTT SPRAGUE.  Mr. Sprague has been a Senior Vice President of
the Company since 1989.  He has also served as a Director and Senior Vice
President (since 1987) of AIM Advisors; a Director and President (since 1994)
of AIFS; and a Director (since 1989) and President (since 1992) of FMC.  In
addition, Mr. Sprague serves as a Vice President of certain of the AIM Funds.

         JOHN J. ARTHUR(2).  Mr. Arthur has been a Vice President and Treasurer
of the Company since 1987.  He has also served as a Senior Vice President
(since 1990) and Treasurer (since 1987) of AIM Advisors; Vice President and
Treasurer (since 1987) of AIM Capital; Vice President and Treasurer (since
1988) of AIM Distributors; Treasurer (since 1992) and Vice President (since
1993) of AFS; Treasurer and Vice President (since 1994) of AIFS; and Treasurer
(since 1987) and Vice President (since 1989) of FMC.  In addition, Mr. Arthur
serves as a Senior Vice President and Treasurer of the AIM Funds.

         JUDITH C. CREEL.  Ms. Creel has been a Vice President of the Company
since 1984.

         DAWN M. HAWLEY.  Ms. Hawley has been a Vice President (since 1993) and
Chief Financial Officer (since 1996) of the Company.  She has also served as a
Vice President of AIM Advisors since 1990.

         W. GARY LITTLEPAGE.  Mr. Littlepage has been a Vice President of the
Company since 1995.  From 1990-1994, he served as a Vice President of Swiss
Bank Corporation (a financial institution).

- ----------

  (2) Mr. Arthur and Ms. Relihan are married to each other.



                                       25
<PAGE>   26
         SCOTT G. LUCAS.  Mr. Lucas has been a Vice President of the Company
since 1995.  He has also served as a Director and Senior Vice President of AIM
Capital since 1995.  From 1983 to 1995, Mr. Lucas worked for Goldman Sachs. &
Co., a brokerage firm, where he served as a Vice President from 1990 to 1995.

         CAROL F. RELIHAN (2).  Ms. Relihan has been a Vice President,
Secretary and General Counsel of the Company since 1994.  Ms. Relihan served as
Associate General Counsel of the Company from 1994 to 1996.  She has also
served as a Secretary (since 1988), Senior Vice President (since 1995), and
General Counsel (since 1994) of AIM Advisors.  Ms.  Relihan has served as a
Vice President (since 1995) of AIM Capital; as a Vice President (since 1990) of
AIM Distributors; as a Vice President (since 1993) of AFS; as a Vice President
(since 1994) of AIFS; and as a Vice President (since 1989) and General Counsel
(since 1990) of FMC.  In addition, she serves in the following capacities for
the AIM Funds: Senior Vice President and Secretary.

         RAY A. WALTHER.  Mr. Walther has been a Vice President of the Company
since 1989.  He has also served as Vice President of AIM Advisors since 1987.

         PAUL E. WISE.  Mr. Wise has been a Vice President of the Company since
1997.  From 1995-1997, he served as a technical consultant for Insource
Technology Corporation (a technology company).  From 1993-1995, he served as a
management information systems director for Landata Systems (a technology
company).  From 1991-1993, he served as a business analyst for Chevron USA (an
oil company).

ITEM 11.         EXECUTIVE COMPENSATION

         The following summary compensation table sets forth information
concerning compensation for services rendered in all capacities awarded to,
earned by or paid to the Company's Chief Executive Officer and the next four
most highly compensated executive officers (collectively, the "Named Executive
Officers") during the years ended December 31, 1996, 1995 and 1994.  Except as
otherwise indicated, the amounts set forth as bonus payments paid under the
Company's Incentive Plan consist of amounts awarded in 1997, 1996 and 1995
based on performance for the Company's 1996, 1995 and 1994 fiscal years,
respectively.  To the extent that the Named Executive Officers are also
officers of the Company's subsidiaries, they did not receive additional
compensation for serving as such.






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

     (2) Mr. Arthur and Ms. Relihan are married to each other.




                                       26
<PAGE>   27
                           Summary Compensation Table

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                Long-Term
                                                                Annual Compensation            Compensation
                                                                                                  Awards
         Name and Principal Position             Year      -------------------------------                           All Other
                                                                                                 Securities        Compensation(c)
                                                           Salary               Bonus            Underlying
                                                                                                   Options
- ------------------------------------------------------------------------------------------------------------------------------------
  <S>                                            <C>       <C>               <C>                  <C>   <C>                <C>
  Charles T. Bauer                               1996      $468,744          $2,500,000(a)          0                       $42,312
    Chairman                                     1995       374,058           2,000,000(a)          0                        35,424
                                                 1994       368,736             825,000(a)          0                        34,849
- ------------------------------------------------------------------------------------------------------------------------------------
  Robert H. Graham                               1996      $412,500          $2,250,000(a)          0                       $38,375
    President and Chief Executive Officer        1995       294,996           1,500,000(a)          0                        29,890
                                                 1994       274,110             720,000(a)          0                        25,907
- ------------------------------------------------------------------------------------------------------------------------------------
  Michael J. Cemo                                1996      $274,994          $2,420,256(b)          0                       $28,749
    Senior Vice President                        1995       215,625           2,206,394(b)          0                        24,334
                                                 1994       210,000           1,172,434(b)          0                        23,700
- ------------------------------------------------------------------------------------------------------------------------------------
  Gary T. Crum                                   1996      $292,506          $1,400,000(a)          0                       $29,975
    Senior Vice President                        1995       238,000             900,000(a)          0                        25,900
                                                 1994       229,500             470,000(a)          0                        21,235
- ------------------------------------------------------------------------------------------------------------------------------------
  Scott G. Lucas(d)                              1996      $273,744          $1,325,000(a)          0                       $28,662
    Vice President                               1995       177,371             700,000(a)        25,000                      7,875
                                                 1994
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(a)      The awards were made pursuant to the Company's Incentive Plan.  One
         half of the amount of the award is paid within 30 days of the award,
         and the unpaid remainder is paid in the following year.  See
         "Management Incentive Plan."

(b)      For 1995 and 1994, reflects commissions earned pursuant to approved
         commission schedule.  For 1996, reflects (i) commissions in the amount
         of $1,645,256 earned pursuant to approved commission schedule and (ii)
         an award in the amount of $775,000 made pursuant to the Company's
         Incentive Plan.  One half of the amount of the award will be paid
         within 30 days of the award, and the unpaid remainder will be paid in
         the following year.

(c)      Certain expenditures made by the Company in the ordinary course of
         business during 1994, 1995 and 1996 may have provided the Named
         Executive Officers with incidental personal noncash benefits not
         available to other employees.  For each Named Executive Officer, the
         aggregate cost to the Company of such expenditures during 1994, 1995
         and 1996 did not exceed either $50,000 or 10% of the compensation
         reported for such individual.  All other compensation includes the
         Company's estimated contributions of $13,500 to its Profit Sharing
         Plan on behalf of each Named Executive Officer during 1996.  It also
         includes the Company's estimated contributions of $28,812, $24,875,
         $15,249, $16,475 and $15,162, respectively, to its Non-Qualified Plan
         on behalf of Messrs. Bauer, Graham, Cemo, Crum and Lucas during 1996.

(d)      Salary and bonus amounts for 1994 are not reported for Mr. Lucas
         because he was first employed by the Company in 1995.  Securities
         underlying options are shares of Old Common Stock.





                                       27
<PAGE>   28
         None of the Named Executive Officers were granted options during 1996.

         The following table sets forth information concerning the value of
unexercised options to purchase the Company's Old Common Stock held by the
Named Executive Officers at December 31, 1996.



    AGGREGATED OPTION EXERCISES IN 1996 AND FISCAL YEAR-END OPTION VALUES(1)




<TABLE>
<CAPTION>
==================================================================================================================================
                           Shares                        Number of Securities Underlying     Value of Unexercised In-the-Money
          Name           Acquired on   Value Realized     Unexercised Options at FY-End      Options at FY-End(2)
                           Exercise                      -------------------------------------------------------------------------
                                                         Exercisable        Unexercisable    Exercisable        Unexercisable
- ----------------------------------------------------------------------------------------------------------------------------------
  <S>                        <C>           <C>               <C>                <C>             <C>                  <C>
  Charles T. Bauer             0              n/a              0                  0                 n/a                 n/a
- ----------------------------------------------------------------------------------------------------------------------------------
  Robert H. Graham             0              n/a              0                  0                 n/a                 n/a
- ----------------------------------------------------------------------------------------------------------------------------------
  Michael J. Cemo            10,000        $930,175            0                  0                 n/a                 n/a
- ----------------------------------------------------------------------------------------------------------------------------------
  Gary T. Crum                 0              n/a              0                  0                 n/a                 n/a
- ----------------------------------------------------------------------------------------------------------------------------------
  Scott G. Lucas               0              n/a            8,750              16,250          $3,156,000           $5,795,000
==================================================================================================================================
</TABLE>




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

     (1)   Effective February 28, 1997 in connection with the Merger, incentive
stock options and unvested non-qualified stock options to purchase Old Common
Stock were converted into options to purchase approximately 111.8 Ordinary
Shares of the Parent Company, and vested non-qualified stock options to
purchase Old Common Stock were converted into the right to receive a certain
amount in cash and options to purchase approximately 72.4 Ordinary Shares of
the Parent Company.


     (2)  Based on a determination by the Options Committee of the Board of
Directors that the fair value of the Old Common Stock at the close of business
on December 31, 1996 was $417.00 per share.





                                       28
<PAGE>   29
Compensation of Directors

         As of March 1, 1997, all directors are also officers of the Company
and receive no compensation for serving as directors.  During 1996, directors
who were not also officers of the Company were paid an annual retainer of
$25,000, plus $1,500 per Board meeting or Board committee meeting attended in
person.  Effective December 1995, the Company's Board of Directors adopted a
stock option plan for the directors who were not also officers of the Company.
The stock option plan for the outside directors of the Company was terminated
in connection with the Merger.

Employment Agreements

         The Company and the Parent Company have entered into employment
agreements with each of Messrs. Bauer, Cemo, Crum, Graham and Lucas for an
initial term of  four years (three years for Mr. Lucas) commencing on February
28, 1997 (the "Effective Time"), and thereafter terminable on one year's
notice.  Pursuant to the employment agreements, each Named Executive Officer
serves in a senior level capacity with the Company and, in addition, each of
Messrs. Bauer and Graham serve in senior executive positions with the Parent
Company.  In the event of termination of a Named Executive Officer's employment
by the Parent Company without "cause" (as defined in the employment agreements)
or by the Named Executive Officer for "good reason" (as so defined), the Named
Executive Officer will be entitled to receive his salary and bonus until the
third or fourth anniversary, as applicable, of the Effective Time or, if later,
the first anniversary of the date of his termination.  In the employment
agreements, each Named Executive Officer agrees not to compete with the
business of the Individual Services Group of the Parent Company or to solicit
the employees or clients of the Parent Company for periods ranging from four
years to one year following any termination of employment, depending upon the
interval between the Effective Time and such termination.

Management Incentive Plan

         The Company's Incentive Plan is designed to provide a monetary
incentive to those employees who are in a position to significantly affect the
operations of the Company.  Awards under the Incentive Plan are based on the
Company's and each participant's performance during the calendar year for which
awards are made.  Pursuant to the Incentive Plan, participants are generally
paid 50% of the award in March of the year following the applicable Incentive
Plan year with the remaining 50% paid the following January.  The payments
relating to an individual's award are contingent upon the participant's
continued employment by the Company.

Profit Sharing Plan

         The Company maintains a qualified defined contribution plan for all
full-time employees who have completed three months of service.  The Profit
Sharing Plan consists of two distinct parts.  The first part is a
profit-sharing component pursuant to which the Company contributes annually, if
the Company's profits permit, a discretionary amount which historically has
been at least 7% of each eligible employee's base compensation.  The Company's
contributions are subject to limitations imposed under Section 415 of the
Internal Revenue Code of 1986, as amended.  The trustees of the Profit Sharing
Plan are responsible for the investment of this pool of money, and since the
inception of the Profit Sharing Plan the investment vehicles have been certain
funds in the AIM Retail Family.  Employees fully vest in this part of the Plan
after completing six years of service, with gradual partial vesting prior
thereto beginning after completion of one year of service.

         The second part of the Profit Sharing Plan consists of a 401(k) plan
component, pursuant to which employees may elect to contribute between 1% and
12% (6% for highly compensated employees) of their eligible compensation on a
pre-tax basis.  Amounts contributed to the 401(k) plan by an employee are
invested in certain funds in the AIM Retail Family which are selected by the
employee.  The Company makes matching employer contributions to the 401(k) plan
as follows: the Company contributes 100% of the first 1% of an employee's
compensation which is contributed to the 401(k) plan, and 50% of the next 2% of
an employee's compensation which is contributed.  Employees are fully vested at
all times in both their elective contributions and the Company's matching
contributions to the 401(k) plan component of the Profit Sharing Plan.
        





                                       29
<PAGE>   30
         Normally, employees receive upon termination of their employment the
value of vested amounts contributed to the Profit Sharing Plan on their behalf,
although under certain circumstances a participating employee may withdraw all
or a portion of their vested amounts in the event of specified emergencies, and
loans under the plan may be made within certain limits to participating
employees.

Non-Qualified Deferred Compensation Plan

         The Company's Board of Directors has adopted a Non-Qualified Deferred
Compensation Plan (the "Non-Qualified Plan") which permits specified highly
compensated or management employees of the Company to defer a portion of their
compensation by directing that it be paid into a "rabbi trust." NationsBank
Trust serves as the trustee for the Non-Qualified Plan.  Under the
Non-Qualified Plan, participants retain investment discretion as to all amounts
held on their behalf, and the investment vehicles are certain funds in the AIM
Retail Family.

         Under the Non-Qualified Plan, a participant may only defer
compensation once his or her annual compensation exceeds $250,000 (except for
the Company's, Chief Executive Officer, President, Chief Operating Officer and
Department Directors, who are not subject to such requirement), and the maximum
permissible annual deferral per participant is $75,000.  Each of Messrs. Bauer,
Graham, Cemo and Lucas elected to defer $75,000, respectively, under the
Non-Qualified Plan during 1996.  Amounts deferred under the Non-Qualified Plan
are paid to participants only upon retirement or termination of employment with
the Company, and then are paid in a lump sum which is taxable to the
participant upon receipt.

         The Company may contribute to the Non-Qualified Plan on behalf of a
participant amounts which otherwise would have been contributed to the Profit
Sharing Plan on that participant's behalf but for the limitations imposed under
Section 415 of the Internal Revenue Code of 1986, as amended.  The Company
contributed $667,632 during 1996 to the Non-Qualified Plan, approximately
$100,573 of which was contributed on behalf of the Named Executive Officers.

Compensation Committee Interlocks and Insider Participation

         Prior to the Merger, the Compensation Committee of the Company's Board
of Directors consisted of P. Andrews McLane (Chairman), Sanford R. Robertson
and Stephen K. West.  None of the members of the Compensation Committee were
officers or former officers of the Company.  Mr. McLane is a Managing Director
and Member of the Executive Committee of TA Associates, Inc., which through
certain partnerships it controls or advises, controlled 1,037,100 shares of the
Company's Class B Common during 1996.  On February 28, 1997, the Compensation
Committee was dissolved in connection with the Merger.  Beginning February 28,
1997, compensation for the Company's employees is determined under the general
direction of the Parent Company's Board of Directors.


ITEM 12.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Beginning February 28, 1997, all of the Company's 1,000 outstanding
shares of Common Stock are owned beneficially and of record by the Company's
parent, AVZ Inc., 1315 Peachtree Street, N.E. Atlanta, Georgia 30309.  AVZ Inc.
is a wholly-owned subsidiary of the Parent Company, the address of which is 11
Devonshire Square, London EC2M 4YR, England.





                                       30
<PAGE>   31
         The following table sets forth, as of February 28, 1997, certain
information regarding the beneficial ownership of equity securities of the
Parent Company for (i) each Named Executive Officer, (ii) each of the Company's
directors and (iii) all directors and executive officers of the Company as a
group.


<TABLE>
<CAPTION>
                                                                                 Beneficial Ownership(a)    
                                                                          -------------------------------------
                                                                                                     Percent
                                                                           Number                    of Class  
        Name of Beneficial Owner(b)                Title of Class         of Shares                (if over 1%)
        ---------------------------                --------------         ---------                ------------
        <S>                                      <C>                     <C>                               <C>
        Charles T. Bauer                         Ordinary Shares            50,357,306(c)               8.7

        Robert H. Graham                         Ordinary Shares            33,814,589(d)               5.9

        Michael J. Cemo                          Ordinary Shares             8,759,441                  1.5

        Gary T. Crum                             Ordinary Shares            37,674,661(e)               6.5

        Scott G. Lucas                           Ordinary Shares               999,007(f)               --

        Directors and executive officers         Ordinary Shares           153,643,883(g)              26.4
        as a group (15 persons)
</TABLE>

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

(a)  For purposes of this table, a person or group of persons is deemed to have
"beneficial ownership" of any Ordinary Shares of the Parent Company which such
person has the right to acquire within 60 days.  For purposes of computing the
percentage of outstanding Ordinary Shares of the Parent Company held by each
person or group of persons above, any security which such person or persons has
or have the right to acquire within 60 days is deemed to be outstanding, but is
not deemed to be outstanding for the purpose of computing the percentage
ownership of any other person.  In addition, shares of stock are considered
beneficially owned by a person if such person has or shares voting or
investment power with respect to such stock.  As a result, the same security
may be beneficially owned by more than one person and, accordingly, in some
cases, the same shares are listed opposite more than one name in the table.

(b)  The address of all shareholders is c/o A I M Management Group Inc., 11
Greenway Plaza, Suite 100, Houston, TX 77046.

(c)  Includes 2,590,853 Ordinary Shares owned by Mr. Bauer's wife.

(d) Includes 33,760,294 Ordinary Shares owned by a partnership, Serapis, Ltd.,
for which Mr. Graham is Managing General Partner, and 36,197 and 18,098
Ordinary Shares, respectively, owned by two trusts for which Mr. Graham is sole
trustee.  Mr. Graham disclaims beneficial ownership of the 54,295 Ordinary
Shares held by such trusts.

(e)  Includes(i) an aggregate of 1,514,492 Ordinary Shares owned by two trusts
for the benefit of Mr. Bauer's children for which Mr. Crum is sole trustee,
(ii) 2,345,580 Ordinary Shares owned by a trust for the benefit of one of Mr.
Bauer's children for which Mr. Crum is co-trustee, and (iii) 289,577 Ordinary
Shares owned by GTC Trust, a trust for which Mr. Crum serves as sole trustee.
Mr. Crum disclaims beneficial ownership of the 4,149,649 Ordinary Shares owned
by these three trusts.  Also includes 7,963,392 Ordinary Shares owned by CFP
Holdings, Ltd.  Mr. Crum is the Chief Executive Officer of the general partner
of CFP Holdings, Ltd.

(f)  Includes 999,007 Ordinary Shares subject to options exercisable within 60
days.

(g)  Includes 3,843,583 Ordinary Shares subject to options exercisable within
60 days.





                                       31
<PAGE>   32
ITEM 13.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During 1996, the Company paid Insource Technology Group, Inc.
("Insource") approximately $3.0 million for the provision of software
development and related consulting services.  The Company anticipates that
Insource will continue to provide software development and related consulting
services during 1997.  Mr. Joseph Canion, a former director of the Company and
a non-executive director of the Parent Company as of March 1, 1997, is a
director and Chairman of the Board of Directors of Insource.  All transactions
between the Company and Insource were made in the ordinary course of business
and on substantially the same terms as those prevailing at the same time for
comparable transactions and were approved prior to the Merger by the Company's
independent directors, with Mr. Canion abstaining.

         The Company makes available to its employees a loan program pursuant
to which an employee may borrow the amounts necessary to pay for the exercise
price of stock options and/or a portion of the applicable taxes.  The interest
rate on these loans, which are collateralized by the stock purchased by the
employees, ranges from 5.45% to 6.64%.  The principal is due on the earliest of
(a) five years from the date of the loan, (b) 90 days after the employee
terminates employment, or (c) 365 days after the employee's death.  At March 1,
1997, the aggregate principal amount of loans to John Caldwell, Dawn M. Hawley
and W. Gary Littlepage, in the amounts of $1,002,560.61, $335,457 and
$419,278.59, respectively, were outstanding.  At March 1, 1996, employee loans
totaled approximately $8,299,000, of which $4,557,000 related to loans for the
payment of applicable taxes and $3,742,000 related to loans for the payment of
the exercise price of options.

         For a discussion of the Merger and related transactions, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Subsequent Event."


                                    PART IV

ITEM 14.         EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
                 8-K

(a)      The following documents are filed as part of this report:

         (1)     Financial Statements:

                 Independent Auditors' Report

                 Consolidated Balance Sheets as of December 31, 1996 and 1995

                 Consolidated Statements of Operations for the Years Ended
                 December 31, 1996, 1995 and 1994

                 Consolidated Statements of Changes in Stockholders' Equity
                 (Deficit) for the Years Ended December 31, 1996, 1995 and 1994

                 Consolidated Statements of Cash Flows for the Years Ended
                 December 31, 1996, 1995 and 1994

                 Notes to Consolidated Financial Statements

         (2)     Management Contracts and Compensatory Plans:

                         See Exhibits 10.1-10.9, 10.46-10.54

               Exhibits:
               ---------





                                       32
<PAGE>   33
                 2.1     Stock Purchase Agreement, dated as of August 20, 1993,
                         between the Company and NNUS, incorporated by
                         reference to Exhibit 2.1 to the Company's registration
                         statement on Form S-1 (file no. 33-67866) filed on
                         August 24, 1993.

                 2.2     Stock Purchase Agreement, dated as of August 20, 1993,
                         between the Company and The Moross Family Trust,
                         incorporated by reference to Exhibit 2.2 to the
                         Company's registration statement on Form S-1 (file no.
                         33-67866) filed on August 24, 1993.

                 2.3     Stock Purchase Agreement, dated as of August 20, 1993,
                         between the Company and The Winter Charitable
                         Settlement, incorporated by reference to Exhibit 2.3
                         to the Company's registration statement on Form S-1
                         (file no. 33-67866) filed on August 24, 1993.

                 2.4     Stock Purchase Agreement, dated as of August 20, 1993,
                         between the Company and Fertosa, S.A., incorporated by
                         reference to Exhibit 2.4 to the Company's registration
                         statement on Form S-1 (file no. 33-67866) filed on
                         August 24, 1993.

                 2.5     Stock Purchase Agreement, dated as of August 20, 1993,
                         between the Company and Donald L.  Carmichael,
                         incorporated by reference to Exhibit 2.5 to the
                         Company's registration statement on Form S-1 (file no.
                         33-67866) filed on August 24, 1993.

                 2.6     Stock Purchase Agreement, dated as of August 20, 1993,
                         between the Company and Alex M. Ciccone, incorporated
                         by reference to Exhibit 2.6 to the Company's
                         registration statement on Form S-1 (file no. 33-67866)
                         filed on August 24, 1993.

                 2.7     Agreement to Purchase, Sale and Exchange of Stock,
                         dated as of August 20, 1993, among the Company,
                         certain buyers listed therein and certain management
                         shareholders of the Company, incorporated by reference
                         to Exhibit 2.7 to the Company's registration statement
                         on Form S-1 (file no. 33-67866) filed on August 24,
                         1993.

                 2.8     Stock Purchase Agreement, dated as of January 30,
                         1995, among Life Partners Group, Inc., Whitehall
                         Financial Group and the Company with respect to all of
                         the outstanding capital stock of Lamar Financial
                         Group, Inc., incorporated by reference to Exhibit 2.1
                         to Form 8-K dated January 30, 1995 of Life Partners
                         Group, Inc. (File No. 1-11195).

                 2.9     Stock Purchase Agreement, dated as of January 30,
                         1995, among Life Partners Group, Inc., Whitehall
                         Financial Group and the Company with respect to all of
                         the outstanding capital stock of Lamar Financial
                         Group, Inc., incorporated by reference to Exhibit 2.1
                         to Form 8-K dated January 30, 1995 of Life Partners
                         Group, Inc. (File No. 1-11195).

                 2.10    Agreement and Plan of Merger among the Company,
                         INVESCO PLC and Invesco Group Services, Inc.  dated as
                         of November 4, 1996, incorporated by reference to
                         Exhibit 2.1 to the registration statement on Form
                         F-3/F-1 (file no. 33-5990) of INVESCO PLC and INVESCO
                         Funding LLC filed on November 21, 1996.

                 2.11    Amendment No. 1 to Agreement and Plan of Merger among
                         the Company, INVESCO PLC and Invesco Group Services,
                         Inc. dated as of February 20, 1997, incorporated by
                         reference to exhibit 2.2 to the Company's current
                         report on Form 8-K filed with the Securities and
                         Exchange Commission on March 10, 1997.

                 2.12    Amendment No. 2 to Agreement and Plan of Merger among
                         the Company, INVESCO PLC and Invesco Group Services,
                         Inc. dated as of February 27, 1997, incorporated by
                         reference to exhibit 2.2 to the Company's current
                         report on Form 8-K filed with the Securities and
                         Exchange Commission on March 10, 1997.





                                       33
<PAGE>   34
                 3.1     Certificate of Incorporation of the Company, dated
                         February 11, 1997.

                 3.2     By-Laws of the Company, effective February 19, 1997.

                 4.1     Indenture, among the Company, AIM Advisors and Shawmut
                         Bank Connecticut, National Association, dated as of
                         November 3, 1993, incorporated by reference to Exhibit
                         4 to the Company's quarterly report on Form 10-Q (file
                         no. 33-67866) for the quarterly period ended September
                         30, 1993.

                 4.2     First Supplemental Indenture, among AVZ Inc., AIM
                         Advisors and Fleet National Bank, dated as of February
                         28, 1997.

                 4.3     Second Supplemental Indenture, among the Company, AIM
                         Advisors and Fleet National Bank, dated as of February
                         28, 1997.

                 10.1    Amended and Restated 1993 Stock Option Plan for
                         Outside Directors, dated December 15, 1995,
                         incorporated by reference as Exhibit 10.2 to the
                         Company's Annual Report on Form 10-K (file no.
                         33-67866) filed on March 28, 1996.

                 10.2    Amended and Restated 1993 Stock Option Plan for
                         Employees, dated as of December 7, 1995, incorporated
                         by reference as Exhibit 10.3 to the Company's Annual
                         Report on Form 10-K (file no.  33-67866) filed on
                         March 28, 1996.

                 10.3    The Company's Profit Sharing Plan, as amended and
                         restated effective January 1, 1993, incorporated by
                         reference to Exhibit 10.4 to the Company's Annual
                         Report on Form 10-K (file no.  33-67866) filed on
                         March 29, 1994.

                 10.4    Amendment No. 1 to the Company's Profit Sharing Plan,
                         dated February 8, 1995, incorporated by reference to
                         Exhibit 10.5 to the Company's Annual Report on Form
                         10-K (file no. 33-67866) filed on March 28, 1996.

                 10.5    Amendment No. 2 to the Company's Profit Sharing Plan,
                         dated September 15, 1995, incorporated by reference to
                         Exhibit 10.6 to the Company's Annual Report on Form
                         10-K (file no. 33-67866) filed on March 28, 1996.

                 10.6    The Company's Non-Qualified Deferred Compensation
                         Plan, effective May 1, 1993, incorporated by reference
                         to Exhibit 10.5 to the Company's Annual Report on Form
                         10-K (file no. 33-67866) filed on March 29, 1994.

                 10.7    Trust under the Company's Non-Qualified Deferred
                         Compensation Plan, dated September 1, 1993 between the
                         Company and NationsBank Trust, incorporated by
                         reference to Exhibit 10.6 to the Company's Annual
                         Report on Form 10-K (file no. 33-67866) filed on March
                         29, 1994.

                 10.8    A I M Management Group Inc. Key Employee Incentive
                         Compensation Plan, as amended and restated effective
                         March 1, 1994, incorporated by reference to Exhibit
                         10.1 to the Company's quarterly report on Form 10-Q
                         (file no. 33-67866) for the quarterly period ended
                         March 31, 1994.

                 10.9    A I M Management Group Inc. Management Incentive Plan
                         effective March 1996.

                 10.10   Credit Agreement among the Company and Certain Lenders
                         Named Therein, with Citibank, N.A., Chemical Bank and
                         NationsBank of Georgia, N.A. as co-agents, dated as of
                         August 20, 1993, incorporated by reference to Exhibit
                         10.1 to the Company's registration statement on Form
                         S-1 (file no. 33-67866) filed on August 24, 1993.





                                       34
<PAGE>   35
                 10.11   Amendment No. 1 to the Credit Agreement, dated as of
                         September 16, 1993, among the Company and Certain
                         Lenders Named Therein, with Citibank, N.A., Chemical
                         Bank and NationsBank of Georgia, N.A. as co-agents,
                         incorporated by reference to Exhibit 10.1.1 to
                         Amendment No. 2 to the Company's registration
                         statement on Form S-1 (file no. 33-67866) filed on
                         October 8, 1993.

                 10.12   Amendment No. 2 to the Credit Agreement, dated as of
                         July 25, 1994, among the Company and Certain Lenders
                         Named Therein, with Citibank, N.A., Chemical Bank and
                         NationsBank of Georgia, N.A. as co-agents,
                         incorporated by reference to Exhibit 10.9 to the
                         Company's Annual Report on Form 10-K (file no.
                         33-67866) filed on March 29, 1995.

                 10.13   Amended and Restated Credit Agreement, dated as of
                         December 6, 1994, among the Company and Certain
                         Lenders Named Therein, with Citibank, N.A., Chemical
                         Bank and NationsBank of Georgia, N.A. as co-agents,
                         incorporated by reference to Exhibit 10.10 to the
                         Company's Annual Report on Form 10-K (file no.
                         33-67866) filed on March 29, 1995.

                 10.14   Amendment No. 1, dated as of April 27, 1995, to the
                         Amended and Restated Credit Agreement among the
                         Company and certain lenders named therein, Citibank,
                         N.A., Chemical Bank and NationsBank of Georgia, N.A.
                         dated as of December 6, 1994, incorporated by
                         reference to Exhibit 10.1 to the Company's quarterly
                         report on Form 10-Q (file no. 33-67866) for the
                         quarterly period ended June 30, 1995.

                 10.15   Amendment No. 2, dated as of May 2, 1995, to the
                         Amended and Restated Credit Agreement among the
                         Company and certain lenders named therein, Citibank,
                         N.A., Chemical Bank and NationsBank of Georgia, N.A.
                         dated as of December 6, 1994, incorporated by
                         reference to Exhibit 10.2 to the Company's quarterly
                         report on Form 10-Q (file no. 33-67866) for the
                         quarterly period ended June 30, 1995.

                 10.16   Amendment No. 3, dated as of June 23, 1995, to the
                         Amended and Restated Credit Agreement among the
                         Company and certain lenders named therein, Citibank,
                         N.A., Chemical Bank and NationsBank of Georgia, N.A.
                         dated as of December 6, 1994, incorporated by
                         reference to Exhibit 10.3 to the Company's quarterly
                         report on Form 10-Q (file no. 33-67866) for the
                         quarterly period ended June 30, 1995.

                 10.17   Second Amended and Restated Credit Agreement, dated as
                         of November 30, 1995, among the Company and certain
                         lenders named therein, Citibank, N.A., Chemical Bank,
                         N.A. and NationsBank of Georgia, N.A., incorporated by
                         reference to Exhibit 10.17 to the Company's annual
                         report on Form 10-K for the year ended December 31,
                         1995.

                 10.18   Third Amended and Restated Credit Agreement, dated as
                         of June 26, 1996, among the Company, as borrower, the
                         Tranche A Lenders named therein, Citibank, N.A., as
                         lead managing agent, and Chemical Bank and
                         NationsBank, N.A. (South), as co-managing agents,
                         incorporated by reference to Exhibit 10.4 to the
                         Company's quarterly report on Form 10-Q (file no. 
                         33-67866) for the quarterly period ended June 30, 
                         1996.

                 10.19   Waiver, Consent and Amendment No. 1 (to the Third
                         Amended and Restated Credit Agreement) dated as of
                         February 28, 1997, among the Company, the Tranche A
                         Lenders named therein, Citibank, N.A., The Chase
                         Manhattan Bank and NationsBank, N.A (South).

                 10.20   Guaranty Agreement among AIM Advisors and Certain
                         Lenders Named Therein, with Citibank, N.A., Chemical
                         Bank and NationsBank as co-agents, dated as of August
                         20, 1993, incorporated by reference to Exhibit 10.2 to
                         the Company's registration statement on Form S-1 (file
                         no. 33-67866) filed on August 24, 1993.





                                       35
<PAGE>   36
                 10.21   Guaranty Agreement from AIM Advisors, dated as of
                         December 6, 1994, incorporated by reference to Exhibit
                         10.19 to the Company's annual report on Form 10-K for
                         the year ended December 31, 1995.

                 10.22   Amended and Restated Guaranty from A I M Advisors,
                         Inc., dated as of June 26, 1996, incorporated by
                         reference to Exhibit 10.5 to the Company's quarterly
                         report on Form 10-Q (file no. 33-67866) for the
                         quarterly period ended June 30, 1996.

                 10.23   Consent to Waiver, Consent and Amendment No. 1 (to the
                         Third Amended and Restated Credit Agreement) dated as
                         of February 28, 1997, by A I M Advisors, Inc.

                 10.24   Pledge and Security Agreement ("Pledge Agreement"),
                         dated as of August 20, 1993, among the Company, the
                         subsidiaries of the Company and Citibank, N.A. as
                         Collateral Agent, incorporated by reference to Exhibit
                         10.3 to the Company's registration statement on Form
                         S-1 (file no. 33- 67866) filed on August 24, 1993.

                 10.25   Amendment No. 1, dated as of October 13, 1993, to the
                         Pledge and Security Agreement among the Company, the
                         subsidiaries of the Company and Citibank, N.A. as
                         Collateral Agent, incorporated by reference to Exhibit
                         10.11 to the Company's Annual Report on Form 10-K
                         (file no. 33-67866) filed on March 29, 1994.

                 10.26   Amendment No. 2 to the Pledge and Security Agreement
                         and Amendment No. 1 to the Intercreditor Agreement,
                         dated as of October 25, 1993, among the Company, the
                         subsidiaries of the Company and Citibank, N.A. as Lead
                         Managing Agent and Collateral Agent, incorporated by
                         reference to Exhibit 10.12 to the Company's Annual
                         Report on Form 10-K (file no. 33-67866) filed on March
                         29, 1994.

                 10.27   Amended and Restated 12b-1 Collateral Agreement, dated
                         as of December 6, 1994, among the Company, certain
                         lenders named therein and Citibank, N.A., incorporated
                         by reference to Exhibit 10.4 to the Company's
                         quarterly report on Form 10-Q (file no. 33-67866) for
                         the quarterly period ended June 30, 1995.

                 10.28   Amendment No. 2, dated May 2, 1995, relating to the
                         Amended and Restated Credit Agreement dated as of
                         December 6, 1994, the Distribution Fee Purchase
                         Agreement dated as of August 20, 1993, and the 12b-1
                         Collateral Agreement dated as of December 6, 1994,
                         among the Company, certain lenders named therein and
                         Citibank, N.A., incorporated by reference to Exhibit
                         10.15 to the Company's quarterly report on Form  10-Q
                         (file no. 33-67866) for the quarterly period ended
                         June 30, 1995.

                 10.29   Distribution Fee Purchase Agreement between A I M
                         Distributors, Inc. and the Company, dated as of August
                         20, 1993, incorporated by reference to Exhibit 10.5 to
                         the Company's registration statement on Form S-1 (file
                         no. 33-67866) filed on August 24, 1993.
        
                 10.30   Amended and Restated Distribution Fee Purchase
                         Agreement, dated as of June 26, 1996, between AIM
                         Distributors, Inc. and the Company, incorporated by
                         reference to Exhibit 10.7 to the Company's quarterly
                         report on Form 10-Q (file no. 33-67866) for the
                         quarterly period ended June 30, 1996.

                 10.31   B Share Credit Agreement, dated as of June 26, 1996,
                         among the Company, as borrower, the lenders and
                         co-agents named therein, and Citibank, N.A., as
                         administrative agent, incorporated by reference to
                         Exhibit 10.6 to the Company's quarterly report on Form
                         10-Q (file no. 33-67866) for the quarterly period
                         ended June 30, 1996.






                                       36
<PAGE>   37
                 10.32   Waiver, Consent and Amendment No. 1 (to the B Share
                         Credit Agreement) dated as of February 28, 1997, among
                         the Company, the lenders and co-agents named therein,
                         and Citibank, N.A.

                 10.33   Guaranty from A I M Advisors, Inc., dated June 26,
                         1996, incorporated by reference to Exhibit 10.8 to the
                         Company's quarterly report on Form 10-Q (file no.
                         33-67866) for the quarterly period ended June 30,
                         1996.

                 10.34   Consent to Waiver, Consent and Amendment No. 1 (to the
                         B Share Credit Agreement) dated as of February 28,
                         1997, by A I M Advisors, Inc.

                 10.35   B Share Collateral Agreement, dated June 26, 1996,
                         from the Company, as borrower, to Citibank, N.A., as
                         administrative agent, incorporated by reference to
                         Exhibit 10.9 to the Company's quarterly report on Form
                         10-Q (file no. 33-67866) for the quarterly period
                         ended June 30, 1996.

                 10.36   Purchase and Sale Agreement dated as of May 2, 1995,
                         among the Company, Citibank, N.A. and Citicorp North
                         America, Inc., incorporated by reference to Exhibit
                         10.6 to the Company's quarterly report on Form 10-Q
                         (file no. 33-67866) for the quarterly period ended
                         June 30, 1995.

                 10.37   Additional Eligible Fund Addendum, dated as of June
                         23, 1995, to the Purchase and Sale Agreement, among
                         the Company., Citibank, N.A. and Citicorp North
                         America, Inc., incorporated by reference to Exhibit
                         10.36 to the Company's Annual Report on Form 10-K
                         (file no. 33-67866) filed on March 28, 1996.

                 10.38   Amendment No. 1 (Agreement of Amendment), dated as of
                         December 6, 1995, to the Purchase and Sale Agreement,
                         among the Company, Citibank, N.A. and Citicorp North
                         America, Inc. dated May 2, 1995, incorporated by
                         reference to Exhibit 10.37 to the Company's Annual
                         Report on Form 10-K (file no. 33-67866) filed on March
                         28, 1996.

                 10.39   Amendment No. 2 (Letter Agreement), dated as of
                         February 8, 1996, to the Purchase and Sale Agreement,
                         among the Company, Citibank, N.A. and Citibank North
                         America, Inc. dated May 2, 1995, incorporated by
                         reference to Exhibit 10.1 to the Company's quarterly
                         report on Form 10-Q (file no. 33-67866) for the
                         quarterly period ended March 31, 1996.

                 10.40   Take-Out Notice, dated as of May 3, 1996, pursuant to
                         the Purchase and Sale Agreement, incorporated by
                         reference to Exhibit 10.2 to the Company's quarterly
                         report on Form 10-Q (file no. 33-67866) for the
                         quarterly period ended June 30, 1996.
        
                 10.41   Amendment No. 3 (First Facility Amendment), dated as
                         of May 3, 1996, among the Company, as seller and as
                         servicer, A I M Distributors, Inc., A I M Advisors,
                         Inc., Citibank, N.A., as purchaser, Citibank, N.A., as
                         12b-1 collateral agent, Citicorp North America, Inc.
                         and Bankers Trust Company, as collection agent, to the
                         Purchase and Sale Agreement, dated May 2, 1995, among
                         the Company, Citibank, N.A. and Citicorp North
                         America, Inc., incorporated by reference as Exhibit
                         10.1 to the Company's quarterly report on Form 10-Q
                         (file no. 33-67866) for the quarterly period ended
                         June 30, 1996.

                 10.42   Amendment No. 4 (Second Facility Agreement), dated
                         June 26, 1996, among the Company, A I M Distributors,
                         Inc., Citibank, N.A., as purchaser, Citibank, N.A., as
                         12b-1 collateral agent, Citicorp North America, Inc.,
                         Bankers Trust Company, as collection agent, and
                         Citibank, N.A., as administrative agent under the B
                         Share Collateral Agreement, to the Purchase and Sale
                         Agreement, incorporated by reference as Exhibit 




                                       37
<PAGE>   38
                         10.3 to the Company's quarterly report on Form 10-Q
                         (file no. 33-67866) for the quarterly period ended
                         June 30, 1996.
        
                 10.43   Amendment No. 5 (Third Facility Amendment), dated as
                         of September 30, 1996, among the Company, as seller
                         and as servicer, A I M Distributors, Inc., Citibank,
                         N.A., as purchaser and Citicorp North America, Inc.,
                         as consented and agreed to by A I M Advisors, Inc. and
                         Citibank, N.A., as administrative agent under the B
                         Share Collateral Agreement, to the Purchase and Sale
                         Agreement, dated May 2, 1995, among the Company,
                         Citibank, N.A. and Citicorp North America, Inc.,
                         incorporated by reference to Exhibit 10.1 to the
                         Company's quarterly report on Form 10-Q (file no.
                         33-67866) for the quarterly period ended September 30,
                         1996.

                 10.44   Amendment No. 6 (Letter Agreement), dated as of
                         December 3, 1996, among the Company, Citibank, N.A.
                         and Citicorp North America, Inc.

                 10.45   Amended and Restated Shareholders' Agreement,
                         incorporated by reference to Exhibit 10.7 to the
                         Company's registration statement on Form S-1 (file no.
                         33-67866) filed on August 24, 1993.

                 10.46   Employment Agreement between the Company and Charles
                         T. Bauer, incorporated by reference to Exhibit 10.10
                         to the Company's registration statement on Form S-1
                         (file no. 33-67866) filed on August 24, 1993.

                 10.47   Employment Agreement dated as of November 4, 1996,
                         between the Company, INVESCO PLC and Charles T. Bauer.

                 10.48   Employment Agreement between the Company and Gary T.
                         Crum dated January 1, 1995, incorporated by reference
                         to Exhibit 10.19 to the Company's Annual Report on
                         Form 10-K (file no. 33-67866) filed on March 29, 1995.

                 10.49   Employment Agreement dated as of November 4, 1996,
                         between the Company, INVESCO PLC and Gary T.  Crum.

                 10.50   Employment Agreement between the Company and Robert H.
                         Graham dated January 1, 1995, incorporated by
                         reference to Exhibit 10.20 to the Company's Annual
                         Report on Form 10-K (file no. 33-67866) filed on March
                         29, 1995.

                 10.51   Employment Agreement dated as of November 4, 1996,
                         between the Company, INVESCO PLC and Robert H. Graham.

                 10.52   Employment Agreement between the Company and Michael
                         J. Cemo dated as of January 1, 1995, incorporated by
                         reference to Exhibit 10.2 to the Company's Quarterly
                         Report on Form 10-Q (file no. 33-67866) for the
                         quarterly period ended March 31, 1996.

                 10.53   Employment Agreement dated as of November 4, 1996,
                         between the Company, INVESCO PLC and Michael J. Cemo.

                 10.54   Employment Agreement dated as of November 4, 1996,
                         between the Company, INVESCO PLC and Scott G. Lucas.

                 10.55   Amendment No. 1 dated as of February 20, 1997, to the
                         Employment Agreement between the Company, INVESCO PLC
                         and Scott G. Lucas.

                 10.56   Lease Contract for premises located at 11 Greenway
                         Plaza, Houston, Texas, dated April 14, 1980 between
                         Nine Greenway Venture and the Company,  incorporated
                         by reference 



                                       38
<PAGE>   39
                         to Exhibit 10.16 to the Company's registration
                         statement on Form S-1 (file no. 33-67866) filed on
                         August 24, 1993.
        
                 10.57   Amendment No. 1, dated January 29, 1981, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston Texas, incorporated by reference to Exhibit
                         10.17 to the Company's registration statement on Form
                         S-1 (file no. 33-67866) filed on August 24, 1993.

                 10.58   Amendment No. 2, dated November 12, 1982, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston Texas, incorporated by reference to Exhibit
                         10.18 to the Company's registration statement on Form
                         S-1 (file no. 33-67866) filed on August 24, 1993.

                 10.59   Amendment No. 3, dated August 17, 1984, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston Texas, incorporated by reference to Exhibit
                         10.19 to the Company's registration statement on Form
                         S-1 (file no. 33-67866) filed on August 24, 1993.

                 10.60   Amendment No. 4, dated April 28, 1986, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston Texas, incorporated by reference to Exhibit
                         10.20 to the Company's registration statement on Form
                         S-1 (file no. 33-67866) filed on August 24, 1993.

                 10.61   Amendment No. 5, dated December 11, 1986, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston Texas, incorporated by reference to Exhibit
                         10.21 to the Company's registration statement on Form
                         S-1 (file no. 33-67866) filed on August 24, 1993.

                 10.62   Amendment No. 6, dated August 6, 1987, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston Texas, incorporated by reference to Exhibit
                         10.22 to the Company's registration statement on Form
                         S-1 (file no. 33-67866) filed on August 24, 1993.

                 10.63   Amendment No. 7, dated February 4, 1988, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston Texas, incorporated by reference to Exhibit
                         10.23 to the Company's registration statement on Form
                         S-1 (file no. 33-67866) filed on August 24, 1993.
        
                 10.64   Amendment No. 8, dated January 6, 1989, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston Texas, incorporated by reference to Exhibit
                         10.24 to the Company's registration statement on Form
                         S-1 (file no. 33-67866) filed on August 24, 1993.

                 10.65   Amendment No. 9, dated March 27, 1990, effective as of
                         November 1, 1989, to the Lease Contract for premises
                         located at 11 Greenway Plaza, Houston Texas,
                         incorporated by reference to Exhibit 10.25 to the
                         Company's registration statement on Form S-1 (file no.
                         33-67866) filed on August 24, 1993.

                 10.66   Amendment No. 10, dated June 12, 1990, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston Texas, incorporated by reference to Exhibit
                         10.26 to the Company's registration statement on Form
                         S-1 (file no. 33-67866) filed on August 24, 1993.

                 10.67   Amendment No. 11, dated August 27, 1990, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston Texas, incorporated by reference to Exhibit
                         10.27 to the 




                                       39
<PAGE>   40
                         Company's registration statement on Form S-1 (file no.
                         33-67866) filed on August 24, 1993.
        
                 10.68   Amendment No. 12, dated July 15, 1991, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston Texas, incorporated by reference to Exhibit
                         10.28 to the Company's registration statement on Form
                         S-1 (file no. 33-67866) filed on August 24, 1993.

                 10.69   Amendment No. 13, dated January 13, 1992, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston Texas, incorporated by reference to Exhibit
                         10.29 to the Company's registration statement on Form
                         S-1 (file no. 33-67866) filed on August 24, 1993.

                 10.70   Amendment No. 14, dated July 17, 1992, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston Texas, incorporated by reference to Exhibit
                         10.30 to the Company's registration statement on Form
                         S-1 (file no. 33-67866) filed on August 24, 1993.

                 10.71   Amendment No. 15, dated July 17, 1992, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston Texas, incorporated by reference to Exhibit
                         10.31 to the Company's registration statement on Form
                         S-1 (file no. 33-67866) filed on August 24, 1993.

                 10.72   Amendment No. 16, dated August 10, 1992, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston Texas, incorporated by reference to Exhibit
                         10.32 to the Company's registration statement on Form
                         S-1 (file no. 33-67866) filed on August 24, 1993.

                 10.73   Amendment No. 17, dated February 25, 1993, to the
                         Lease Contract for premises located at 11 Greenway
                         Plaza, Houston Texas, incorporated by reference to
                         Exhibit 10.33 to the Company's registration statement
                         on Form S-1 (file no. 33-67866) filed on August 24,
                         1993.

                 10.74   Amendment No. 18, dated April 22, 1994, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston Texas, incorporated by reference to Exhibit
                         10.42 to the Company's Annual Report on Form 10-K
                         (file no. 33-67866) filed on March 29, 1995.

                 10.75   Amendment No. 19, dated March 31, 1995, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston, Texas, incorporated by reference to Exhibit
                         10.57 to the Company's Annual Report on Form 10-K
                         (file no. 33-67866) filed on March 28, 1996.

                 10.76   Amendment No. 20, dated July 31, 1995, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston, Texas, incorporated by reference to Exhibit
                         10.58 to the Company's Annual Report on Form 10-K
                         (file no. 33-67866) filed on March 28, 1996.

                 10.77   Amendment No. 21, dated August 1, 1995, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston, Texas, incorporated by reference to Exhibit
                         10.59 to the Company's Annual Report on Form 10-K
                         (file no. 33-67866) filed on March 28, 1996.

                 10.78   Amendment No. 22, dated December 1, 1995, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston, Texas, incorporated by reference to Exhibit
                         10.60 to the Company's Annual Report on Form 10-K
                         (file no. 33-67866) filed on March 28, 1996.





                                       40
<PAGE>   41
                 10.79   Amendment No. 23, dated March 18, 1996, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston, Texas, incorporated by reference to Exhibit
                         10.3 to the Company's quarterly report on Form 10-Q
                         (file no. 33-67866) for the quarterly period ended
                         March 31, 1996.

                 10.80   Amendment No. 24, dated March 18, 1996, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston, Texas, incorporated by reference to Exhibit
                         10.4 to the Company's quarterly report on Form 10-Q
                         (file no. 33-67866) for the quarterly period ended
                         March 31, 1996.

                 10.81   Amendment No. 25, dated June 29, 1996, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston, Texas, incorporated by reference to Exhibit
                         10.10 to the Company's quarterly report on Form 10-Q
                         (file no. 33-67866) for the quarterly period ended
                         June 30, 1996.

                 10.82   Amendment No. 26, dated November 29, 1996, to the
                         Lease Contract for premises located at 11 Greenway
                         Plaza, Houston, Texas.

                 10.83   Amendment No. 27, dated January 16, 1997, to the Lease
                         Contract for premises located at 11 Greenway Plaza,
                         Houston, Texas.

                 10.84   Master Investment Advisory Agreement, dated October
                         18, 1993, between AIM Equity Funds, Inc.  and AIM
                         Advisors, incorporated by reference to Exhibit 5(a)(1)
                         to Post-Effective Amendment No.  43 to the
                         Registration Statement on Form N-1A (file no. 2-25469)
                         of AIM Equity Funds, Inc.  filed on February 28, 1994.

                 10.85   Amendment No. 1, dated as of November 14, 1994, to
                         Master Investment Advisory Agreement of AIM Equity
                         Funds, Inc., incorporated by reference to Exhibit
                         10.45 to the Company's Annual Report on Form 10-K
                         (file no. 33-67866) filed on March 29,

                         1995.

                 10.86   Master Investment Advisory Agreement, dated February
                         28, 1997, between AIM Equity Funds, Inc.  and AIM
                         Advisors.

                 10.87   Master Investment Advisory Agreement, dated October
                         18, 1993, between AIM Funds Group and AIM Advisors,
                         incorporated by reference to Exhibit 10.63 to the
                         Company's Annual Report on Form 10- K (file no.
                         33-67866) filed on March 28, 1996.

                 10.88   Amendment No. 1, dated as of September 28, 1994, to
                         the Master Investment Advisory Agreement of AIM Funds
                         Group, incorporated by reference to Exhibit 10.64 to
                         the Company's Annual Report on Form 10-K (file no.
                         33-67866) filed on March 28, 1996.

                 10.89   Amendment No. 2, dated as of November 14, 1994, to the
                         Master Investment Advisory Agreement of AIM Funds
                         Group, incorporated by reference to Exhibit 10.65 to
                         the Company's Annual Report on Form 10-K (file no.
                         33-67866) filed on March 28, 1996.

                 10.90   Master Investment Advisory Agreement, dated February
                         28, 1997, between AIM Funds Group and AIM Advisors.

                 10.91   Selected Dealer Agreement between AIM Distributors and
                         Merrill Lynch, Pierce, Fenner & Smith Incorporated,
                         dated July 25, 1991, incorporated by reference to
                         Exhibit 10.42 to the Company's Annual Report on Form
                         10-K (file no. 33-67866) filed on March 29, 1994.





                                       41
<PAGE>   42
                 10.92   Dealer Assistance Agreement between AIM Distributors
                         and Merrill Lynch, Pierce, Fenner & Smith
                         Incorporated, incorporated by reference to Exhibit
                         10.43 to the Company's Annual Report on Form 10-K
                         (file no. 33-67866) filed on March 29, 1994.

                 11      Statement of Computation of Earnings Per Share.

                 21      List of Subsidiaries of the Company.

                 27      Financial Data Schedule.


(b)      Reports on Form 8-K

         There were no reports on Form 8-K filed during the fourth quarter of
         1996.

(c)      Exhibits required by Item 601 of Regulation S-K

         The exhibits required by Item 601 of Regulation S-K are filed herewith
         or incorporated by reference as indicated above.

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT
TO SECTION 12 OF THE ACT:

         No annual report for the Company's fiscal year ended December 31, 1996
was sent to security holders.  Four copies of proxy material sent to security
holders on or about December 4, 1996, are being furnished to the SEC
supplementary for its information only, and shall not be deemed to be filed 
with the SEC.





                                       42
<PAGE>   43
                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, A I M Management Group Inc. has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.


                                     A I M  MANAGEMENT GROUP INC.
                                       
                                       
Date:  March 26, 1997                    By:  /s/ ROBERT H. GRAHAM            
                                         -------------------------------------
                                         Robert H. Graham
                                         President and Chief Executive Officer
                                         (Principal Executive Officer)
                                       

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of A I M
Management Group Inc. and in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
        Signature                                       Title                                     Date
        ---------                                       -----                                     ----
    <S>                              <C>                                                     <C>
      /s/ CHARLES T. BAUER                         Director and Chairman                     March 26, 1997
- ---------------------------------                                                                           
        Charles T. Bauer            
                                    
                                    
     /s/ ROBERT H. GRAHAM            Director, President and Chief Executive Officer         March 26, 1997
- ---------------------------------             (Principal Executive Officer)                              
        Robert H. Graham                                                   
                                    
                                    
     /s/ MICHAEL J. CEMO                                 Director                            March 26, 1997
- ---------------------------------                                                                           
        Michael J. Cemo             
                                    
                                    
    /s/ GARY T. CRUM                                     Director                            March 26, 1997
- ---------------------------------                                                                           
        Gary T. Crum                
                                    
                                    
    /s/ JOHN J. ARTHUR                         Vice President and Treasurer                  March 26, 1997
- ---------------------------------             (Principal Accounting Officer)                                
        John J. Arthur                                                      
</TABLE>
<PAGE>   44
                  A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



<TABLE>
<CAPTION>
                                                                              Page
                                                                              ----
<S>                                                                          <C>
Independent Auditors' Report                                                  F-2

Consolidated Balance Sheets as of December 31, 1996 and 1995                  F-3

Consolidated Statements of Operations for the Years Ended
  December 31, 1996, 1995 and 1994                                            F-5

Consolidated Statements of Changes in Stockholders'
  Equity (Deficit) for the Years Ended December 31, 1996, 1995 and 1994       F-6

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 1996, 1995 and 1994                                            F-7

Notes to Consolidated Financial Statements                                    F-8
</TABLE>




                                     F-1

<PAGE>   45

                          INDEPENDENT AUDITORS' REPORT



The Board of Directors
A I M Management Group Inc.:


     We have audited the consolidated financial statements of A I M Management
Group Inc. and subsidiaries as listed in the accompanying index. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements 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 are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of A I M
Management Group Inc. and subsidiaries as of December 31, 1996 and 1995, and
the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1996, in conformity with generally
accepted accounting principles.





                                                     KPMG Peat Marwick LLP



Houston, Texas
March 14, 1997






                                      F-2
<PAGE>   46
                  A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                  December 31,
                                                                               1996       1995
                                                                              --------   --------
<S>                                                                           <C>        <C>     
                                    ASSETS

Cash and cash equivalents (primarily affiliated registered investment
  companies) ..............................................................   $ 97,452   $ 42,148
Accounts receivable:
  Due from dealers for sales of capital stock of affiliated
    registered investment companies .......................................      1,723      1,670
  Management fees due from affiliated registered investment companies .....     25,071     15,949
  Management fees due from managed accounts ...............................        428        360
  Other, primarily due from affiliated registered investment companies ....     19,922     12,071
                                                                              --------   --------

    Total accounts receivable .............................................     47,144     30,050
                                                                              --------   --------

Prepaid expenses ..........................................................      1,329      1,343
Deferred income tax .......................................................      5,115       --
Investments:
  Affiliated registered investment companies ..............................      5,514      5,269
  Other equity investments ................................................       --        1,041
                                                                              --------   --------

    Total investments .....................................................      5,514      6,310
                                                                              --------   --------

Furniture, equipment and leasehold improvements, at cost, less
  accumulated depreciation and amortization of $20,673 in 1996
  and $14,044 in 1995  ....................................................     29,336     15,760
Acquisition and organization costs, net of accumulated amortization of
  $15,383 in 1996 and $12,114 in 1995  ....................................     39,299     38,961
Financing costs, net of accumulated amortization of $ 6,736 in 1996
  and $5,372 in 1995 ......................................................      5,733      6,738
Deferred sales commissions, net of accumulated amortization of
  $23,908 in 1996 and $15,872 in 1995  ....................................     27,487     39,073
Deferred charges and other assets .........................................     22,249     17,272
                                                                              --------   --------

   Total assets ...........................................................   $280,658   $197,655
                                                                              ========   ========
</TABLE>













                                      F-3


<PAGE>   47

                  A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS - CONTINUED
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                 December 31,
                                                                                1996        1995
                                                                              ---------   ---------
<S>                                                                           <C>         <C>      
                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Liabilities:
  Payables to affiliated registered investment companies for sales of
    capital stock .........................................................   $   1,715   $   1,662
  Accounts payable and accrued expenses ...................................      41,115      20,752
  Dividends payable .......................................................      13,737        --
  Interest payable ........................................................       1,208       1,482
  Taxes payable ...........................................................       4,466       5,832
  Compensation payable ....................................................      40,142      31,831
  Deferred income tax .....................................................        --         6,254
  Credit facility to finance deferred sales commissions ...................      30,130      43,921
  Notes payable ...........................................................      97,250     110,000
                                                                              ---------   ---------

        Total liabilities .................................................     229,763     221,734
                                                                              ---------   ---------
  Stockholders' equity (deficit):
    Common stock of $.0025 par value per share:
       authorized 4,240,000 shares in 1996 and 1995, issued and
       outstanding 2,400,323 shares in 1996 and 2,243,800 shares
       in 1995 ............................................................           6           6
    Class B common stock of $.0025 par value per share:
       authorized, issued and outstanding 1,037,100 shares ................      35,000      35,000
    Additional paid-in capital ............................................      10,330       3,275
    Retained earnings (deficit) ...........................................       5,447     (62,749)
    Net unrealized appreciation of marketable equity securities, net of
       applicable taxes ...................................................          62         450
    Translation gain (loss) ...............................................          50         (61)
                                                                              ---------   ---------

        Total stockholders' equity (deficit) ..............................      50,895     (24,079)
                                                                              ---------   ---------

        Total liabilities and stockholders' equity (deficit) ..............   $ 280,658   $ 197,655
                                                                              =========   =========
</TABLE>







          See accompanying notes to consolidated financial statements.




                                      F-4

<PAGE>   48

                  A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)





<TABLE>
<CAPTION>
                                                                              Years Ended December 31,
                                                                         ----------------------------------
                                                                           1996         1995        1994
                                                                         ---------    ---------   ---------
<S>                                                                      <C>          <C>         <C>      
Management and advisory fees .........................................   $ 251,432    $ 146,807   $  97,153
Commission income ....................................................      49,330       43,748      18,898
Distribution fee income ..............................................      39,884       25,973      13,132
Other operating revenues .............................................      45,834       29,704      13,300
                                                                         ---------    ---------   ---------

    Total operating revenues .........................................     386,480      246,232     142,483
                                                                         ---------    ---------   ---------

Compensation and related expenses ....................................     126,820       85,195      50,029
Other administrative expenses ........................................      73,639       45,745      32,057
Interest and amortization of financing costs .........................      13,527       18,585      16,996
Depreciation and amortization ........................................      17,883       17,374      11,395
Other expenses .......................................................      13,328        2,423       1,678
                                                                         ---------    ---------   ---------

    Total operating expenses .........................................     245,197      169,322     112,155
                                                                         ---------    ---------   ---------

Income before income taxes and extraordinary item ....................     141,283       76,910      30,328
Income tax expense ...................................................      51,634       28,807      11,072
                                                                         ---------    ---------   ---------

Income before extraordinary item .....................................      89,649       48,103      19,256
Extraordinary item - extinguishment of debt, net of taxes of $289 ....         537         --          --
                                                                         ---------    ---------   ---------

Net income ...........................................................   $  89,112    $  48,103   $  19,256
                                                                         =========    =========   =========

Earnings Per Share
Income before extraordinary item .....................................   $   24.33    $   13.76   $    5.49
Extraordinary item, net of tax .......................................        (.15)        --          --
                                                                         ---------    ---------   ---------

Net income ...........................................................   $   24.18    $   13.76   $    5.49
                                                                         =========    =========   =========

Weighted average shares outstanding ..................................       3,685        3,495       3,510
                                                                         =========    =========   =========
</TABLE>



          See accompanying notes to consolidated financial statements.


                                      F-5



<PAGE>   49

                  A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                 (IN THOUSANDS)




<TABLE>
<CAPTION>
                                                                                                             Total
                                                                       Common    Additional     Retained  Stockholders'
                                                            Common      Stock     Paid-in       Earnings     Equity
                                                            Stock      Class B     Capital      (Deficit)   (Deficit)
                                                          ------------------------------------------------------------
<S>                                                       <C>         <C>         <C>          <C>          <C>        
Balance at December 31, 1993  .........................   $       5   $  35,000   $    --      $(126,070)   ($ 91,065) 
Change in net unrealized depreciation of
   marketable equity securities, net of tax ...........        --          --          --            (39)         (39)
Stock option expense ..................................        --          --          --             28           28
Cash dividends ($.40 per share)  ......................        --          --          --         (1,270)      (1,270)
Net income ............................................        --          --          --         19,256       19,256
                                                          ---------   ---------   ---------    ---------    ---------  
Balance at December 31, 1994 ..........................           5      35,000        --       (108,095)     (73,090)
Change in net unrealized appreciation of
   marketable equity securities, net of tax ...........        --          --          --            489          489
Translation loss ......................................        --          --          --            (61)         (61)
Stock option expense ..................................        --          --          --             61           61
Shares issued upon exercise of options ................           1        --         3,275         --          3,276
Cash dividends ($.90 per share) .......................        --          --          --         (2,857)      (2,857)
Net income ............................................        --          --          --         48,103       48,103
                                                          ---------   ---------   ---------    ---------    ---------  
Balance at December 31, 1995  .........................           6      35,000       3,275      (62,360)     (24,079)
Change in net unrealized depreciation of
   marketable equity securities, net of tax ...........        --          --          --           (387)        (387)
Translation gain ......................................        --          --          --            111          111
Stock option expense ..................................        --          --          --             33           33
Stock purchase loans ..................................        --          --        (3,804)        --         (3,804)
Shares issued upon exercise of options ................        --          --        10,859         --         10,859
Cash dividends ($2.15 per share) ......................        --          --          --         (7,213)      (7,213)
Dividends declared ($4.00 per share) ..................        --          --          --        (13,737)     (13,737)
Net income ............................................        --          --          --         89,112       89,112
                                                          ---------   ---------   ---------    ---------    ---------  
Balance at December 31, 1996 ..........................   $       6   $  35,000   $  10,330    $   5,559    $  50,895
                                                          =========   =========   =========    =========    =========    
</TABLE>




          See accompanying notes to consolidated financial statements.


                                      F-6




<PAGE>   50
                  A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                   Years Ended December 31,
                                                                                1996         1995         1994
                                                                            ------------ ------------ ------------
<S>                                                                           <C>          <C>          <C>
Cash flows from operating activities:
  Net income...........................................................       $89,112      $48,103      $19,256
  Adjustments to reconcile net income to net cash provided by                
     operating activities:
  Depreciation and amortization.........................................       19,576       19,373       12,616
  Deferred income tax..................................................       (11,160)      (4,945)       9,957
  Gain (loss) on sales of investments..................................        (1,584)      (1,671)        (330)
  Extraordinary item, net of tax.......................................           537            -            -
  Changes in assets and liabilities:
    (Increase) decrease in accounts receivable.........................       (17,094)     (12,021)         386
    Decrease (increase) in prepaid expenses............................            14         (190)         174
    Increase in financing costs........................................          (889)      (1,194)        (442)
    Decrease (increase) in deferred sales commissions..................         3,550      (11,649)     (37,861)
    Increase in deferred charges and other assets......................        (5,104)      (4,301)        (677)
    Increase (decrease) in payables to affiliated registered
      investment companies.............................................            53          714       (1,362)
    Increase in accounts payable and accrued expenses..................        20,363        9,166          327
    Decrease in interest payable.......................................          (274)        (438)         (38)
    Increase in taxes payable..........................................         5,566        5,759        1,871
    Increase in compensation payable...................................         8,311       13,233        4,380
                                                                              -------      -------      -------
    Total adjustments..................................................        21,865       11,836      (10,999)
                                                                              -------      -------      -------
      Net cash provided by operating activities........................       110,977       59,939        8,257
                                                                              -------      -------      -------

Cash flows from investing activities:
  Sales of investments.................................................        11,928       16,097        7,686
  Purchases of investments.............................................       (10,018)        (828)     (18,562)
  Purchases of furniture, equipment and leasehold
    improvements.......................................................       (20,205)      (8,872)      (4,959)
  Acquisition costs paid...............................................        (3,607)     (12,150)           -
                                                                              -------      -------      -------
      Net cash used in investing activities............................       (21,902)      (5,753)     (15,835)
                                                                              -------      -------      -------
Cash flows from financing activities:
  Proceeds from long-term debt.........................................             -       15,767       40,854
  Principal repayments of long-term debt...............................       (26,970)     (52,275)     (24,827)
  Payment of common stock cash dividends...............................        (7,213)      (2,857)      (1,270)
  Proceeds from exercise of stock options..............................           412        1,793            -
                                                                              -------      -------      -------
      Net cash (used in) provided by financing activities..............       (33,771)     (37,572)      14,757
                                                                              -------      -------      -------
      Net increase in cash and cash equivalents........................        55,304       16,614        7,179
Cash and cash equivalents at beginning of year.........................        42,148       25,534       18,355
                                                                              -------      -------      -------
Cash and cash equivalents at end of year...............................       $97,452      $42,148      $25,534
                                                                              =======      =======      =======
</TABLE>



          See accompanying notes to consolidated financial statements.
                                      F-7
<PAGE>   51
                  A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1996, 1995 AND 1994



(1)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


      Basis of Presentation and Principles of Consolidation

      The consolidated financial statements include the accounts of A I M
Management Group Inc. and its wholly-owned subsidiary, A I M Advisors, Inc.
(collectively, the "Company") and other indirectly owned subsidiaries; A I M
Distributors, Inc., A I M Capital Management, Inc., Fund Management Company, 
A I M Fund Services, Inc., A I M Institutional Fund Services, A I M Insurance
Agency of Alabama, Inc., A I M Insurance Agency of New Mexico, Inc., and A I M
Insurance Agency of Ohio, Inc. All significant intercompany balances and
transactions have been eliminated in consolidation.

      During 1995, A I M Capital Management, Inc. contributed capital to
purchase the shares of A I M Global Holdings, Inc. ("AIM Global"), a Delaware
corporation. AIM Global was formed as a holding company for the international
operations of the Company. Certain AIM Global subsidiaries provide investment
advisory and related services to mutual funds established by the Company for
sale to investors located outside the United States and help identify other
investment opportunities and potential clients who might use the investment
advisory services of the Company's United States investment advisory
subsidiaries.

      The Company provides investment advisory services, distribution services
and transfer agent services to registered management investment companies, and
investment advisory services to managed accounts and mutual funds located
outside the United States.

      Cash and Cash Equivalents

      For purposes of the statements of cash flows, the Company considers all
highly liquid assets such as cash in banks and certain amounts in money market
funds (affiliated registered investment companies) to be cash equivalents.


      Financial Instruments

      The following methods or assumptions were used by the Company to estimate
the fair value of its financial instruments as of December 31, 1996 and 1995:

      Cash and cash equivalents - The carrying amounts reported on the
      Company's consolidated balance sheet approximate fair value for these
      financial instruments, which are short-term investments, due to their
      maturity of 90 days or less.

      Accounts receivable - The carrying amount reported on the Company's
      consolidated balance sheet approximates fair value.

      Investments in affiliated registered investment companies - Fair value is
      based on the quoted market price of these publicly traded securities.

      Accounts payable - The carrying amount reported on the Company's
      consolidated balance sheet approximates fair value.

      Credit facility to finance deferred sales commission - The carrying
      amount reported on the Company's consolidated balance sheet approximates
      fair value for this financial instrument.

      Notes payable - The fair value is 108.5% and 102% of carrying amount
      based on the quoted market price for this publicly traded debt at
      December 31, 1996 and 1995, respectively.



                                      F-8


<PAGE>   52

                   A I M  MANAGEMENT GROUP INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



(1)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

      Investments in Marketable Securities

      The Company classifies its investments in affiliated registered
investment companies and equity securities as available-for-sale. Available-
for-sale requires the securities to be recorded at fair value with unrealized
gains and losses reported as a separate component of stockholders' equity
(deficit), net of applicable income taxes.

      Should the Company decide to sell its investments in affiliated
registered investment companies, the Company is not aware of any adverse impact
on the affiliated registered investment companies resulting from its decision.
Although not restricted in certain circumstances, marketing considerations of
the Company may make it inadvisable to sell investments in affiliated
registered investment companies.

      Depreciation and Amortization

      Depreciation and amortization of furniture, equipment and leasehold
improvements are charged to operations using the straight-line method over the
estimated useful lives of the assets, which range from three to 10 years.

      Acquisition and Organization Costs

      Direct costs to acquire affiliated registered investment companies
consist primarily of acquisition costs of obtaining management contracts,
shareholder base and servicing records, legal fees, printing costs, and initial
promotional costs. Such costs are amortized on a straight-line basis over
periods ranging from five to 40 years. The Company periodically reviews the
attrition of shareholders and their related account balances to ensure that
such costs are being amortized in a manner that reflects its actual experience.
If actual experience relating to attrition indicates that the weighted average
lives of the acquisition and organization costs should be shortened, the costs
assigned will be amortized over the shorter life commencing in the year in
which the new estimate is determined. The current evaluations of the estimated
remaining lives have had no material effect on the Company's financial position
or results of operations.

      Acquisition and organization costs (amortization life) at December 31,
1996 and 1995 include the following (in thousands):


<TABLE>
<CAPTION>

                                                              1996        1995
                                                            --------    --------
<S>                                                         <C>         <C>
Shareholder lists (15 to 19 years) ......................   $ 40,123    $ 36,505
Covenant not to compete (5 years) .......................      4,250       4,250
Excess of purchase cost over fair value of net assets
   acquired (40 years) ..................................      9,574       9,574
Organization costs (5 years)  ...........................        735         746
Accumulated amortization ................................    (15,383)    (12,114)
                                                            --------    --------
                                                            $ 39,299    $ 38,961
                                                            ========    ========
</TABLE>







                                      F-9
<PAGE>   53

                  A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



(1)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

      The allocation of acquisition and organization costs is primarily based
on independent valuation studies. These studies assisted the Company in
determining the applicable amortization periods assigned to shareholder lists.

      Financing Costs

      Financing costs relate primarily to legal and underwriting expenses
incurred by the Company in connection with obtaining financing. Financing costs
are amortized to expense over the term of the related financing which is
approximately one to 10 years.


      Deferred Sales Commissions

      Certain managed funds sell a class of shares without a sales commission
at the time of purchase ("Class B Shares"). However, the shareholder is subject
to a contingent deferred sales charge ("CDSC") if the Class B Shares are
redeemed within six years of purchase. Sales of Class B Shares require the
Company to pay sales commissions to financial intermediaries. Through March 31,
1995, such commission payments were capitalized and amortized over the six-year
period that the shareholder is subject to a CDSC payment. Under most
circumstances, the CDSC paid to the Company will be greater than the related
unamortized portion of the commissions paid to the financial intermediaries
when the Class B Shares were sold. CDSC payments received by the Company from
redeeming Class B shareholders reduce unamortized deferred sales commissions.


      Deferred Charges and Other Assets

      At December 31, 1996, the largest component of deferred charges and other
assets was merger costs of approximately $11,994,000 which will be reimbursed
according to the terms of the Merger. See note 10 for discussion of the Merger
(as defined below). At December 31, 1995, it consisted primarily of deferred
compensation expense related to the Company's Management Incentive Plan of
approximately $10,714,000. In 1996, the entire amount of compensation expense
was charged to expense. Prior to 1996, the Company's policy was to defer a
portion of the expense as described in note 9.


      Revenue Sources and Recognition Principles

      Management and advisory fees, distribution fee income and other operating
revenues are all accrued as earned. Commission income on the sale of certain
classes of mutual funds is recorded on the settlement date, net of amounts paid
to unaffiliated intermediaries. Settlement date basis as compared to trade date
basis has no material effect on the Company's financial position or results of
operations.

      Certain Company-sponsored mutual funds have 12b-1 distribution plans
("12b-1 Plans") adopted pursuant to Rule 12b-1 under the Investment Company Act
of 1940, as amended, with regard to their Class B Shares. The Company has sold
to Citibank its right to receive future distribution fees under 12b-1 plans and
CDSCs (the "Fees") attributable to certain Class B shares sold on or after
April 1, 1995. Accordingly, the Company receives no revenues related to such
future distribution fee income streams that have been sold.




                                      F-10
<PAGE>   54

                  A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(1)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

      Federal Income Taxes

      The Company files a consolidated federal income tax return which includes
the Company's consolidated subsidiaries. Deferred tax liabilities or assets are
established for temporary differences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
Additionally, tax benefits relating to losses from certain foreign subsidiaries
are currently not recorded since the recognition of future income is unknown.
Certain foreign subsidiaries are not included in the consolidated return since
they are subject to tax laws in other jurisdictions.

      Extraordinary Item

      During 1996, the Company expensed, as an extraordinary item,
approximately $0.5 million, net of tax, related to a premium paid upon
repurchase of an aggregate of approximately $12.8 million principal amount of
its notes payable and the related financing costs. See note 3 for discussion of
the Company's Debt and Funding Facilities.

      Earnings Per Share

      Primary earnings per share are determined on the basis of weighted
average number of shares of Class B common stock, common stock, and common
stock equivalents (stock options and warrants) outstanding.

      The Company's common stock and Class B common stock are not publicly
traded and as a result, market prices are not available. The fair value of the
Company's common stock and Class B common stock is used to apply the treasury-
stock method for computation of the common stock equivalents. Independent
valuation studies and other similar methods based on the earnings of the
Company and other companies in the industry were performed to assist the
Company in determining the fair value of the common stock and Class B common
stock.

      Foreign Currency Translation

      Assets and liabilities of foreign subsidiaries are translated at current
exchange rates as of the end of the accounting period, and related revenues and
expenses are translated at average exchange rates in effect during the period.
Net exchange gains and losses resulting from translation are excluded from
operations and are recorded as a separate component of stockholders' equity
(deficit). Foreign currency transaction gains and losses are reflected in
operations currently.


      Stock Compensation Plans

      The Company accounts for its stock compensation plans in accordance with
the provisions of Accounting Principles Board Opinion #25, "Accounting for
Stock Issued to Employees" ("APB 25") which requires that compensation cost be
recognized at date of grant for stock options issued only if the current market
price exceeded the exercise price. Beginning 1996, the Company adopted
Financial Accounting Standard No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123") which encourages companies to adopt a fair value
based method of accounting for stock compensation plans. Based on the




                                      F-11
<PAGE>   55



                  A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


(1)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED


fair value method of accounting, the fair value for all stock options at date
of grant is expensed over the vesting period. Alternatively, SFAS 123 also
allows entities to continue to apply the provisions of APB 25 and provide pro
forma net income and pro forma earnings per share disclosures for stock option
grants made in 1995 and future years as if the fair value based method as
described in SFAS 123 had been applied. The Company has elected to continue to
apply the provisions of APB 25 and provide the pro forma disclosure provisions
of SFAS 123, see note 7.

      Reclassification of Prior Year Amounts

      Certain reclassifications have been made to conform prior year amounts to
the 1996 presentation. Amounts in prior years recorded as Class B common stock
have been reclassified to stockholders' equity to reflect the elimination of
the put option as a result of the Merger (as defined below). See note 6 for
discussion of Class B common stock.


(2)   INVESTMENTS IN MARKETABLE SECURITIES

      The following are the unrealized gains and losses on investments recorded
as available-for-sale at December 31, 1996 and 1995:

<TABLE>
<CAPTION>
                                                             Unrealized  Unrealized
                                                  Cost         Gains       Losses     Fair Value
                                             -------------------------------------------------------
             1996                                                (in thousands)
<S>                                          <C>                  <C>               <C>       
Affiliated Registered Investment Companies   $    5,439           75         --     $    5,514

             1995
Affiliated Registered Investment Companies   $    4,616          663           10   $    5,269
Other Equity Investments                     $    1,158         --            117   $    1,041
</TABLE>

      Gains of $1.6 million were realized in 1996 on sales of securities
available-for-sale. The specific identification method was used to determine
the cost in computing the realized gains and losses on sales of investments in
affiliated registered investment companies.


 (3)  DEBT AND FUNDING FACILITIES

      Debt facilities outstanding consisted of the following at December 31,
1996 and 1995 (in thousands):

<TABLE>
<CAPTION>
                                                                                          1996       1995
                                                                                        --------   --------
<S>                                                                                     <C>        <C>     
      Notes payable due 2003 at an interest rate of 9% ..............................   $ 97,250   $110,000

      Credit facility to finance deferred sales commissions due in installments
           (as discussed below) through 1999 at an interest rate equal to the
           LIBOR rate plus .75%, or the Bank's Base Rate ............................     30,130     43,921
                                                                                        --------   --------
                                                                                        $127,380   $153,921
                                                                                        ========   ========
</TABLE>



                                      F-12

<PAGE>   56


                  A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(3)   DEBT AND FUNDING FACILITIES - CONTINUED

Scheduled maturities of long-term debt outstanding at December 31, 1996 are as
follows (in thousands):

<TABLE>
<C>                                        <C>    
1997   .................................   $   330
1998   .................................   $14,900
1999   .................................   $14,900
2000   .................................      --
2001   .................................      --
2002 and thereafter ....................   $97,250
</TABLE>

      In 1993, the Company entered into a credit agreement to borrow an
aggregate principal amount of $180 million from a bank group (the "Bank
Facility") structured as four tranches. The Company borrowed $170 million and
repaid a portion with the proceeds from the notes payable. Additionally, the
Company reborrowed the principal amounts under one tranche to finance costs to
fund up-front payments of Class B Share commissions to financial
intermediaries.

      Since 1993, the credit agreement related to the Bank Facility has been
amended and restated to reflect certain changes, including a reduction in the
interest rate payable on borrowings thereunder, and the repayment of and
deletion from the Bank Facility of all but one tranche thereunder. The
remaining tranche permits amounts to be borrowed, repaid and reborrowed as a
series of term loans until November 30, 2000 for working capital purposes.
Effective June 26, 1996, the Bank Facility was amended to provide that the
security interests securing the amounts borrowed under the remaining tranche
were released. In connection with the release of such security interests, the
security interests securing the notes payable were also released effective June
26, 1996, as provided in the Indenture. As of December 31, 1996 approximately
$44,700,000 was available under the Bank Facility as a series of term loans to
the Company for working capital purposes.

      On November 3, 1993, the Company issued $110,000,000 principal amount of
its notes payable in a public offering. The interest on the notes payable is
payable semiannually on May 15 and November 15 of each year. The notes payable
are redeemable in cash at the option of the Company on or after November 15,
1998. On February 28, 1997, a Change in Control (as defined in the indenture)
occurred which required the Company to extend a Tender Offer (as defined
below). See note 10 for further discussion of the Merger and Tender Offer (as
defined below).

      In May 1995, the Company entered into agreements establishing a program
(the "Program") with Citibank to provide additional funding for payment of
Class B Share commissions once amounts available to fund such commissions under
the Bank Facility had been substantially utilized. Pursuant to the Program,
during the second quarter of 1995, the Company began selling to Citibank the
right to receive the Fees attributable to certain Class B Shares sold on or
after April 1, 1995 for a purchase price equal to a percentage of the price at
which each Class B Share is sold. The Program has been amended several times
since May 1995 to increase the total amount of financing for Class B Share
commissions payable by the Company. The amount of financing under the Program
can be further increased from time to time in connection with securitization
transactions closed by Citibank. As of December 31, 1996, the total amount of
the Program was approximately $324,600,000 of which approximately $47,100,000
remained available to the Company.








                                      F-13


<PAGE>   57

                   A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


(3)   DEBT AND FUNDING FACILITIES - CONTINUED


      On June 26, 1996, the Company entered into agreements establishing a
credit facility (the "B Share Facility") with Citibank and other financial
institutions to provide a method of financing the payment of Class B Share
Commissions as an alternative to the Program. The aggregate amount of financing
available under the B Share Facility is $200,000,000. The Company may increase
such amount to $250,000,000 if certain conditions are met. On June 27, 1996,
approximately $37,000,000 under the B Share Facility was used to repay the
remaining amount owed under the Bank Facility for the Company's borrowings to
finance the payment of Class B Share commissions. The B Share Facility is
secured only by the Fees attributable to Class B Shares which have not been
sold under the Program. The terms of the B Share Facility provide that the
Company must prepay each month an amount equal to the 12b-1 Plan distribution
fees for certain Class B Shares and the CDSCs paid by shareholders for early
redemption of certain Class B Shares. Such mandatory prepayments are credited
toward the amount required to be paid by the Company if the outstanding
principal balance under the B Share Facility exceeds a computed amount.

      The Company paid interest of approximately $11,797,000, $16,843,000 and
$15,249,000, in 1996, 1995 and 1994, respectively.


(4)   FEDERAL AND STATE INCOME TAXES


      The following is a reconciliation of the income tax expense amount
computed by applying the effective statutory federal income tax rate to the
actual tax expense provided (in thousands):

<TABLE>
<CAPTION>
                                                                1996                 1995                1994
                                                                ----                 ----                -----
                                                          Amount    Percent    Amount    Percent    Amount    Percent
                                                          -------   -------    -------   -------    -------   -------
<S>                                                       <C>          <C>     <C>          <C>     <C>          <C>  
Tax expense at statutory rates ........................   $49,449      35.0%   $26,919      35.0%   $10,615      35.0%
Amortization of acquisition and organization
  costs ...............................................        89       0.1         96       0.1         98       0.3
State income taxes ....................................       623       0.4        543       0.7        154       0.5
Losses from foreign subsidiaries not currently
  deductible ..........................................       927       0.7        859       1.1       --        --
Other, net ............................................       546       0.4%       390       0.5        205       0.7
                                                          -------   -------    -------   -------    -------   -------
      Tax expense provided ............................   $51,634      36.6%   $28,807      37.4%   $11,072      36.5%
                                                          =======   =======    =======   =======    =======   =======
</TABLE>


      The components of deferred income tax (asset) liability at December 31,
1996 and 1995 were as follows (in thousands):

<TABLE>
<CAPTION>
                                                     1996        1995
                                                   --------    --------
<S>                                                <C>         <C>      
Incentive compensation .........................   $(14,214)   $ (7,345)
Prepaid expenses ...............................        116         232
Acquisition and organization costs .............        (23)        (30)
Deferred sales commissions .....................      9,620      13,675
Other, net .....................................       (614)       (278)
Valuation allowance ............................       --          --
                                                   --------    --------
     Deferred income tax (asset) liability .....   ($ 5,115)   $  6,254
                                                   ========    ========
</TABLE>

      The Company made total estimated federal and state income tax payments of
approximately $58,072,000, $28,006,000, and $275,000 in 1996, 1995 and 1994,
respectively.




                                      F-14
<PAGE>   58



                 A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(4)   FEDERAL AND STATE INCOME TAXES (Continued)

      Deferred income tax expense (benefit) resulting from temporary
differences in recognition of certain expenses for tax and financial statement
purposes was approximately ($11,160,000), ($4,945,000), and $9,957,000 for
1996, 1995, and 1994, respectively.


(5)   CAPITAL REQUIREMENTS

      In accordance with regulations for registered brokers and dealers and
registered investment advisors, certain subsidiaries of the Company are
required to maintain a minimum capital amount. At December 31, 1996 and 1995,
the Company was in compliance with the minimum capital regulations as required
by the applicable regulatory authorities.

(6)   CAPITAL STOCK TRANSACTIONS

      The following is a summary of capital stock transactions for the years
ended December 31, 1996 and 1995 (shares in thousands):

<TABLE>
<CAPTION>
                                                 Class B
                                      Common     Common
                                       Stock     Stock
                                      -------   -------
<S>                                     <C>       <C>  
Shares at December 31, 1994 .......     2,138     1,037
    Exercise of options ...........       106      --
                                      -------   -------
Shares at December 31, 1995 .......     2,244     1,037
    Exercise of options ...........       156      --
                                      -------   -------
Shares at December 31, 1996 .......     2,400     1,037
                                      =======   =======
</TABLE>

      The Class B common stock has dividend and voting rights identical to
those of the common stock, except that each share of the Class B common stock
has one-half of a vote per share. Additionally, all shares of the Class B
common stock may be exchanged for common stock at the option of the holder. In
connection with the sale of the Class B common stock, the purchasers received
the right to sell the Company the shares of Class B common stock (the "Put").
However, upon completion of the Merger (as defined below), the agreement
pursuant to which the Put was established terminated. See note 10 for
discussion of the Merger (as defined below).





                                      F-15


<PAGE>   59
                  A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



(7)   STOCK COMPENSATION PLANS

      The Company established the 1991 Stock Option Plan (the "1991 Plan" ),
the 1993 Stock Option Plan for Employees ( "1993 Employee Plan " ) and the 1993
Stock Option Plan for outside Directors ("1993 Director Plan " ) for certain
employees and directors. In 1995, the 1993 Employee Plan and the 1993 Director
Plan were restated ( "1993 Employee Plan Restated" and "1993 Outside Director
Plan Restated", respectively). The following is a summary description of these
plans:

<TABLE>
<CAPTION>
                                                                                    1993               1993
                                            1993                1993              Employee          Director
                        1991              Employee            Director              Plan              Plan
                        Plan                Plan                Plan              Restated          Restated
                   -------------        ------------       -------------      --------------      --------------
<S>                    <C>                 <C>                 <C>                <C>                    <C>   
Shares
authorized
for grant              400,000             332,000             20,000             318,000                20,000

Option
Price                   $0.25                 -                  -                   -                     -

Vesting            25% one year         25% one            1/3rd one           1/4th one          1/3rd one
Period             from grant           year from          year from           year from          year from grant
                   date.                 grant             grant date.         grant date.        date.
                   25% at end           date.              1/6th at            1/48th at          1/36th at end
                   of each              12.5% at           end                 end                of each
                   subsequent           end of each        of each             of each            subsequent
                   12 month             subsequent         subsequent          subsequent         month.
                   period.              six month          six month           month.
                                        period             period.
</TABLE>

      Options under these plans expire on the tenth anniversary date of grant.
These plans may be amended or terminated by the Board of Directors at any time
and in any respect. However, no such amendment or termination shall adversely
affect any options previously granted without the written consent of the
holder.

      The Company also has 40,000 warrants outstanding to purchase 40,000
shares of the Company's common stock. The exercise price of these warrants is
$0.25 per share. The warrants expire on July 31, 2003.

      The following is a summary of pro forma net income and earnings per share
of the Company for the years ended December 31, 1996 and 1995 as if the
Company's stock compensation plans were accounted for using the fair value
method of accounting for options granted after January 1, 1995 (in thousands,
except per share amounts):

<TABLE>
<CAPTION>
                                                         1996          1995
                                                        -------      -------
<S>                                                     <C>          <C>    
Net Income                  As Reported                 $89,112      $48,103
                            Pro Forma                   $89,061      $48,101

Earnings per share          As Reported                 $ 24.18      $ 13.76
                            Pro Forma                   $ 24.17      $ 13.76
</TABLE>









                                      F-16
<PAGE>   60

                  A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


(7)   STOCK COMPENSATION PLANS (CONTINUED)

      The fair value of options at date of grant was estimated using the
minimum value method with the following weighted-average assumptions:

<TABLE>
<CAPTION>
                                                      1996            1995
                                                  ------------    ------------
<S>                                                    <C>             <C>
          Expected life  (years)                       5               5

          Risk-free interest rate                     6.31%         5.51-6.95%

          Expected annual dividend yield               .8%            1.2%
</TABLE>



      A summary of the status of the Company's stock compensation plans as of
December 31, 1996, 1995 and 1994 and changes during the years ended on those
dates is presented below:

<TABLE>
<CAPTION>
                                            1996                  1995                 1994
                                      -------------------   -------------------  ------------------
                                                  Weighted             Weighted            Weighted
                                                  Average              Average             Average
                                       Number     Exercise   Number    Exercise   Number   Exercise
                                       Shares     Price      Shares     Price     Shares    Price
                                      -------    --------   -------    --------  -------   --------
<S>                                   <C>        <C>        <C>        <C>       <C>       <C>     
Outstanding at beginning of year      602,225    $  37.89   611,000    $  25.97  505,000   $  20.67

Granted                                 2,000      135.50   102,750       86.99  106,000      51.26

Exercised                            (156,523)      26.94  (105,900)      16.92     --         --
Forfeited                             (17,625)      58.02    (5,625)      35.00     --         --
                                      -------               -------              -------    
Outstanding at end of year            430,077       41.51   602,225       37.89  611,000      25.97
                                      =======               =======              =======   

Options exercisable at end of year    262,969       27.81    74,475       20.64  229,500      15.40

Weighted-average fair value of
        options granted during the
        year (per share)             $  13.35               $  2.89              $  2.77
</TABLE>


        The following table summarizes stock options outstanding at December
31, 1996:

<TABLE>
<CAPTION>
                                Options Outstanding            Options Exercisable
                  ----------------------------------------    -----------------------
                             Weighted
       Range of               Average         Weighted                   Weighted
       Exercise   Number     Remaining         Average        Number     Average
       Prices     Shares  Contractual Life  Exercise Price    Shares   Exercise Price
       ------     ------  ----------------  --------------    ------   --------------
<S>     <C>       <C>         <C>            <C>             <C>          <C>   
        $6.11     110,000     5.00 years     $ 6.11          110,000      $ 6.11
        12.73      18,000     5.75            12.73           18,000       12.73
        22.50       5,000     6.50            22.50            2,500       22.50
        35.00     128,701     7.00            35.00           81,201       35.00
  49.70-52.50      88,626     8.00            51.87           31,876       51.85
        96.00      77,750     9.00            96.00           19,392       96.00
       135.50       2,000     9.33
                 --------                                   --------
                  430,077                                    262,969
                 ========                                   ========
</TABLE>








                                      F-17
<PAGE>   61
                   A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


(8)   RELATED PARTY TRANSACTIONS

      During 1996, the Company paid Insource Technology Group, Inc.  
("Insource") approximately $3,016,000 for the provision of software development
and related consulting services. A certain director of the Company is a
director and Chairman of the Board of Directors of Insource.

      The Company makes available to its employees a loan program whereby an
employee may borrow the amounts necessary to pay for the exercise price of
stock options exercised and to pay a portion of the applicable taxes. The
interest rate on these loans, which are collateralized by the stock, range from
5.45% to 6.64%. The principal is due either (a) five years from date of the
loan, (b) 90 days after the employee terminates employment, (c) 365 days after
the employee's death or (d) 15 months after the stock is publicly traded on a
national securities exchange or market. At December 31, 1996, employee loans
totaled approximately $8,555,000 which consists of $4,751,000 related to the
applicable taxes and $3,804,000 related to the exercise price.


(9)   COMMITMENTS AND CONTINGENT LIABILITIES

      The Company leases office space under noncancellable agreements. The
following is a schedule, by years, of future minimum based rental payments
required under the office space lease (in thousands):

<TABLE>
<C>                                                  <C>    
1997.  ...........................................   $ 5,488
1998.  ...........................................     5,877
1999.  ...........................................     5,894
2000.  ...........................................     5,987
2001.  ...........................................     6,383
2002 and thereafter ..............................    14,848
</TABLE>

      The primary office space lease agreement contains an escalation clause
for the pass-through of the Company's pro rata share of the lessor's increased
operating costs. Total rent expense was approximately $5,087,000, $3,440,000
and $2,583,000 in 1996, 1995 and 1994, respectively.

      The Company maintains a profit sharing plan covering substantially all
employees. The amounts awarded under the plan are at the discretion of the
Board of Directors. Profit sharing contributions are based primarily on a
percentage of the participants' salaries and are accrued in the year the
participants' wages are earned. An additional contribution at the Company's
discretion was accrued during 1996, 1995 and 1994. Total contributions to the
plan for the years ended December 31, 1996, 1995 and 1994 amounted to
approximately $4,018,000 $3,393,000 and $2,187,000, respectively.

      The Company has a Management Incentive Plan (the "Plan") under which
amounts are awarded at the discretion of the Board of Directors. Under the
Plan, participants are paid 50% of the award generally in March of each year
following the Plan year with the remaining 50% paid the following January. The
payments relating to an individual's award are contingent upon the
participant's continued employment by the Company. In 1996, the entire amount
of the Plan was charged to expense. Prior to 1996, the Company's policy had
been to record one-half of the Plan as expense for that Plan year with the
balance to be recognized as expense over the succeeding year or years as
applicable in relation to the years of payout. The Plan expense for 1996, 1995
and 1994 was approximately $40,002,000, $20,873,000 and $8,794,000,
respectively.

      Investment advisory contracts between A I M Advisors, Inc. and the
registered investment companies which it manages provide for maximum expenses,
excluding interest, brokerage fees and taxes, which may be incurred by each of
the companies during any single fiscal year. Should any of these expenses
exceed limitations on the operating expenses of the registered investment
company imposed by the securities laws or regulations of any state or
jurisdiction in which shares of the investment company are qualified for sale
or limitations imposed by contractual arrangement, A I M Advisors, Inc. would
be required to reduce its fee by the amount of such excess expenses.



                                      F-18


<PAGE>   62
                   A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


(9)   COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)


      The Company has asserted against it claims that result from litigation in
the ordinary course of business. Management believes that the ultimate
resolution of such matters will not materially affect the financial position or
results of operations of the Company.


(10)  SUBSEQUENT EVENTS

      On November 4, 1996, the Company and INVESCO plc ("INVESCO"), a company
incorporated under the laws of England, announced the execution of an agreement
and plan of merger (the "Merger Agreement") pursuant to which the Company would
merge with and into AVZ Inc., a direct wholly-owned subsidiary of INVESCO, with
AVZ Inc. being the surviving corporation (the "Merger"). The Merger Agreement
valued A I M Management Group Inc. at approximately $1.6 billion as of November
4, 1996. The consideration paid in connection with the Merger, which was
completed as of February 28, 1997, consisted of (i) 290 million Ordinary Shares
of INVESCO, allocated among all outstanding shares of Old Common Stock of the
Company, par value $0.0025 per share ("Old Common Stock"), all outstanding
shares of the Class B common stock of the Company, par value $0.0025 per share
and vested and unvested options and a warrant for Old Common Stock, and (ii)
cash in an amount estimated at February 28, 1997 to be approximately $544
million, which was allocated among the Company's stockholders, the holders of
certain vested options for Old Common Stock and a warrant for Old Common Stock.
The actual amount of the cash consideration will be adjusted to take into
account certain transaction expenses, certain balance sheet items and the
Company's net income and dividends paid from September 1, 1996 through the
closing date of the Merger. Upon consummation of the Merger, the Company's
stockholders, option holders and warrant holder owned approximately 45 percent
of the INVESCO Ordinary Shares on a fully diluted basis.

      After the Merger was completed, AVZ Inc. contributed all of the assets
and liabilities obtained in connection with the Merger to A I M Management
Group Inc. (formerly, A I M Management Group Acquisition Corp.) ("New AIM"), a
wholly-owned subsidiary of AVZ Inc. (the "Drop-Down Transaction"). In
connection with the Merger and the Drop-Down Transaction, supplemental
indentures to the Indenture were delivered, and as of February 28, 1997, New
AIM became the obligor under the Notes.

      The Merger constitutes a "Change in Control" as defined under the
Indenture. The Indenture provides that within fifteen days following an
occurrence of a Change in Control, New AIM must offer to purchase the Notes
from the holders (The "Tender Offer") thereof for an amount equal to 101% of
the principal amount plus accrued and unpaid interest to the date the Notes are
accepted for purchase by New AIM. The Tender Offer will be made by New AIM upon
such terms and subject to such other conditions as are set forth in the
Indenture. Materials regarding The Tender Offer were sent out by New AIM to
holders of record of the Notes on or before March 14, 1997. Management does not
expect that the Tender Offer will have a material adverse impact on New AIM's
financial position or results of operations.








                                      F-19


<PAGE>   63


                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number    Description of Exhibit
- ------    ----------------------
<S>       <C>
3.1       Certificate of Incorporation of the Company, dated February 11, 1997
          
3.2       By-Laws of the Company, effective February 19, 1997
          
4.2       First Supplemental Indenture, among AVZ Inc., AIM Advisors and Fleet National Bank, dated as of
          February 28, 1997
          
4.3       Second Supplemental Indenture, among the Company, AIM Advisors and Fleet National Bank, dated as of
          February 28, 1997
          
10.9      A I M Management Group Inc. Management Incentive Plan effective March 1996
          
10.19     Waiver, Consent and Amendment No. 1 (to the Third Amended and Restated Credit Agreement) dated as
          of February 28, 1997, among the Company, the Tranche A Lenders named therein, Citibank, N.A., The
          Chase Manhattan Bank and NationsBank, N.A (South)
          
10.23     Consent to Waiver, Consent and Amendment No. 1 (to the Third Amended and Restated Credit Agreement)
          dated as of February 28, 1997, by A I M Advisors, Inc.
          
10.32     Waiver, Consent and Amendment No. 1 (to the B Share Credit Agreement) dated as of February 28,
          1997, among the Company, the lenders and co-agents named therein, and Citibank, N.A.
          
10.34     Consent to Waiver, Consent and Amendment No. 1 (to the B Share Credit Agreement) dated as of
          February 28, 1997, by A I M Advisors, Inc.
          
10.44     Amendment No. 6 (Letter Agreement), dated as of December 3, 1996, among the Company, Citibank, N.A.
          and Citicorp North America, Inc.
          
10.47     Employment Agreement dated as of November 4, 1996, between the Company, INVESCO PLC and Charles T.
          Bauer
          
10.49     Employment Agreement dated as of November 4, 1996, between the Company, INVESCO PLC and Gary T.
          Crum
          
10.51     Employment Agreement dated as of November 4, 1996, between the Company, INVESCO PLC and Robert H.
          Graham
          
10.53     Employment Agreement dated as of November 4, 1996, between the Company, INVESCO PLC and Michael J.
          Cemo
          
10.54     Employment Agreement dated as of November 4, 1996, between the Company, INVESCO PLC and Scott G.
          Lucas
          
10.55     Amendment No. 1 dated as of February 20, 1997, to the Employment Agreement between the Company,
          INVESCO PLC and Scott G. Lucas
          
10.82     Amendment No. 26, dated November 29, 1996, to the Lease Contract for premises located at 11
          Greenway Plaza, Houston, Texas

10.83     Amendment No. 27, dated January 16, 1997, to the Lease Contract for premises located at 11 Greenway
          Plaza, Houston, Texas
</TABLE>





<PAGE>   64

<TABLE>
<S>       <C>
10.86     Master Investment Advisory Agreement, dated February 28, 1997, between AIM Equity Funds, Inc. and
          AIM Advisors
          
10.90     Master Investment Advisory Agreement, dated February 28, 1997, between AIM Funds Group and AIM
          Advisors
          
11        Statement of Computation of Earnings Per Share
          
21        List of Subsidiaries of the Company
          
27        Financial Data Schedule
</TABLE>






<PAGE>   1


                                                                     EXHIBIT 3.1


                          CERTIFICATE OF INCORPORATION

                                     OF

                  A I M MANAGEMENT GROUP ACQUISITION CORP.


                                   ARTICLE I

         The name of the Corporation is A I M Management Group Acquisition
Corp.

                                   ARTICLE II

         The Corporation's registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, New Castle County, Wilmington,
Delaware 19801.  The name of its registered agent at such address is The
Corporation Trust Company.

                                  ARTICLE III

         The nature of the business of the Corporation and its purpose is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.

                                   ARTICLE IV

         The total number of shares of stock which the Corporation shall have
authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

                                   ARTICLE V

         The Corporation is to have perpetual existence.

                                   ARTICLE VI

         In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or
repeal the by-laws of the corporation.
<PAGE>   2
                                  ARTICLE VII

         Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide.  The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.  Elections of
directors need not be by written ballot unless the by-laws of the corporation
shall so provide.

                                  ARTICLE VIII

         The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

                                   ARTICLE IX

         A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.  If the Delaware General Corporation Law is amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.  Any repeal or modification of this Article
shall not adversely affect any right or protection of a director of the
corporation existing, or arising out of acts or omissions occurring, at or
prior to such repeal or modification.


                                      2
<PAGE>   3
                                   ARTICLE X

        The name and mailing address of each incorporator is as follows:

                                  L. J. Vitalo
                                  The Corporation Trust Company
                                  Corporation Trust Center
                                  1209 Orange Street
                                  Wilmington, DE 19801

                                  K. A. Widdoes
                                  The Corporation Trust Company
                                  Corporation Trust Center
                                  1209 Orange Street
                                  Wilmington, DE 19801

                                  M. A. Brzoska
                                  The Corporation Trust Company
                                  Corporation Trust Center
                                  1209 Orange Street
                                  Wilmington, DE 19801


         IN WITNESS WHEREOF, We, the undersigned, being the incorporators
hereinbefore named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, do make and file this
Certificate, hereby declaring and certifying that the facts herein stated are
true, and accordingly have hereunto set our hands this 10th day of February,
1997.



                                                L. J. Vitalo            
                                            ---------------------------
                                                L. J. Vitalo


                                                K. A. Widdoes           
                                            ---------------------------
                                                K. A. Widdoes


                                                M. A. Brzoska           
                                            ---------------------------
                                                M. A. Brzoska





                                       3

<PAGE>   1





                                                                     EXHIBIT 3.2





                                    BY-LAWS

                                       OF

                    A I M MANAGEMENT GROUP ACQUISITION CORP.

                      Adopted Effective February 19, 1997
<PAGE>   2
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                Page
<S>                                                                                                <C>
ARTICLE I OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
SECTION 1.1.           Registered Office  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
SECTION 1.2.           Other Offices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

ARTICLE II MEETINGS OF STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
SECTION 2.1.           Annual Meeting   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
SECTION 2.2.           Voting List  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
SECTION 2.3.           Special Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
SECTION 2.4.           Notice of Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
SECTION 2.5.           Quorum   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
SECTION 2.6.           Voting   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
SECTION 2.7.           Organization of Meetings   . . . . . . . . . . . . . . . . . . . . . . . .  3
SECTION 2.8.           Consent of Stockholders  . . . . . . . . . . . . . . . . . . . . . . . . .  3
SECTION 2.9.           Voting of Stock of Certain Holders   . . . . . . . . . . . . . . . . . . .  3
SECTION 2.10.          Treasury Stock   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
SECTION 2.11.          Fixing Record Date   . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

ARTICLE III BOARD OF DIRECTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
SECTION 3.1.           Powers   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
SECTION 3.2.           Number, Election and Term  . . . . . . . . . . . . . . . . . . . . . . . .  4
SECTION 3.3.           Vacancies, Additional Directors and Removal From
                       Office   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
SECTION 3.4.           Regular Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
SECTION 3.5.           Special Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
SECTION 3.6.           Notice of Special Meeting  . . . . . . . . . . . . . . . . . . . . . . . .  5
SECTION 3.7.           Quorum and Participation   . . . . . . . . . . . . . . . . . . . . . . . .  5
SECTION 3.8.           Action Without Meeting   . . . . . . . . . . . . . . . . . . . . . . . . .  5
SECTION 3.9.           Compensation   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6

ARTICLE IV COMMITTEES OF DIRECTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
SECTION 4.1.           Designation, Powers and Name   . . . . . . . . . . . . . . . . . . . . . .  6
SECTION 4.2.           Minutes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
SECTION 4.3.           Compensation   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6

ARTICLE V NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
SECTION 5.1.           Methods of Giving Notice   . . . . . . . . . . . . . . . . . . . . . . . .  7
</TABLE>



                                       i
<PAGE>   3
<TABLE>
<S>                                                                                               <C>
SECTION 5.2.           Written Waiver   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7

ARTICLE VI OFFICERS       . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
SECTION 6.1.           Officers   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
SECTION 6.2.           Election and Term of Office  . . . . . . . . . . . . . . . . . . . . . . .  8
SECTION 6.3.           Removal and Resignation  . . . . . . . . . . . . . . . . . . . . . . . . .  8
SECTION 6.4            Vacancies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
SECTION 6.5            Salaries   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
SECTION 6.6            Chairman and Vice Chairman of the Board  . . . . . . . . . . . . . . . . .  8
SECTION 6.7.           Chief Executive Officer  . . . . . . . . . . . . . . . . . . . . . . . . .  9
SECTION 6.8.           President  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
SECTION 6.9.           Vice Presidents  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
SECTION 6.10.          Secretary  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
SECTION 6.11.          Treasurer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
SECTION 6.12           Assistant Secretaries and Assistant Treasurers   . . . . . . . . . . . .   11
SECTION 6.13           Assistant Vice Presidents  . . . . . . . . . . . . . . . . . . . . . . .   11

ARTICLE VII CERTIFICATES OF STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
SECTION 7.1.           Issuance   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
SECTION 7.2.           Lost Certificates  . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
SECTION 7.3.           Transfer   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
SECTION 7.4.           Registered Stockholders  . . . . . . . . . . . . . . . . . . . . . . . .   12

ARTICLE VIII DIVIDENDS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
SECTION 8.1.           Declaration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
SECTION 8.2.           Reserve  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13

ARTICLE IX INDEMNIFICATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
SECTION 9.1.           Third Party Actions  . . . . . . . . . . . . . . . . . . . . . . . . . .   13
SECTION 9.2            Actions by or in the Right of the Corporation  . . . . . . . . . . . . .   14
SECTION 9.3.           Determination of Conduct   . . . . . . . . . . . . . . . . . . . . . . .   14
SECTION 9.4.           Payment of Expenses in Advance   . . . . . . . . . . . . . . . . . . . .   14
SECTION 9.5            Indemnity Not Exclusive  . . . . . . . . . . . . . . . . . . . . . . . .   14
SECTION 9.6            Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
SECTION 9.7            Constituent Corporation  . . . . . . . . . . . . . . . . . . . . . . . .   15

ARTICLE X MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
SECTION 10.1.          Seal   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
SECTION 10.2.          Books  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
SECTION 10.3           Fiscal Year  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15

ARTICLE XI AMENDMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
</TABLE>




                                       ii
<PAGE>   4



                                    BY-LAWS
                                       OF
                    A I M MANAGEMENT GROUP ACQUISITION CORP.

                                   ARTICLE I

                                    OFFICES

         SECTION 1.1.     Registered Office. The registered office of the
corporation in the State of Delaware shall be in the City Wilmington, County of
New Castle, and the name of its registered agent shall be The Corporation Trust
Company.

         SECTION 1.2.     Other Offices.  The corporation may also have offices
at such other places both within and without the State of Delaware as the Board
of Directors may from time to time determine or the business of the corporation
may require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 2.1.     Annual Meeting.  The annual meeting of stockholders
for the election of directors shall be held at such place either within or
without the State of Delaware and at such date and time as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting.

         SECTION 2.2.     Voting List.  The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held.  The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

         SECTION 2.3.     Special Meeting.  Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the Certificate of Incorporation, may be called by the President
and shall be called by the President or the
<PAGE>   5
Secretary at the request in writing of a majority of the Board of Directors, or
at the request in writing of stockholders owning a majority in amount of the
entire capital stock of the corporation issued and outstanding and entitled to
vote. Such request shall state the purposes of the proposed meeting. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice. The President so calling, or the directors or
stockholders so requesting, any such meeting shall fix the date and time of,
and the place (either within or without the State of Delaware) for, the meeting.

          SECTION 2.4     Notice of Meeting.  Written notice of the annual and
each special meeting of stockholders, stating the time, place and purpose or
purposes thereof, shall be given to each stockholder entitled to vote thereat,
not less than ten nor more than 60 days before the meeting.

          SECTION 2.5     Quorum.  The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation. Notwithstanding the other
provisions of the Certificate of Incorporation or these by-laws, the holders of
a majority of the shares of stock present in person or represented by proxy,
although not constituting a quorum, shall have power to adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present or represented. If the adjournment is for more 30
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote at the meeting. At such adjourned meeting at which a
quorum shall be present or represented any business may be transacted which
might have been transacted at the meeting as originally notified.

          SECTION 2.6     Voting.  When a quorum is present at any meeting of
the stockholders, the vote of the holders of a majority of the stock having
voting power present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which, by express
provision of the statutes, of the Certificate of Incorporation or of these
by-laws, a different vote is required, in which case such express provision 
shall govern and control the decision of such question. Every stockholder
having the right to vote shall be entitled to vote in person, or by proxy
appointed by an instrument in writing subscribed by such stockholder, bearing
a date not more than three years prior to voting, unless such instrument 
provides for a longer period, and filed with the Secretary of the corporation
before, or at the time of, the meeting. If such instrument shall designate two
or more persons to act as proxies, unless such instrument shall provide the
contrary, a majority of such persons present at any meeting at which their
powers thereunder are to be exercised shall have and may exercise all the powers
of voting or giving consents thereby conferred, or if only one be present, then
such powers may be exercised by that one, or, if an even number attend and a 
majority do not agree on any particular issue, each proxy so

<PAGE>   6
attending shall be entitled to exercise such powers in respect of the same
portion of the shares as he is of the proxies representing such shares.


         SECTION 2.7.     Organization of Meetings.  The Chairman of the Board
of Directors shall preside at each meeting of stockholders.  In the absence of
the Chairman of the Board, the meeting shall be chaired by an officer of the
corporation in accordance with the following order: Vice Chairman of the Board
(if any), Chief Executive Officer, President, Executive Vice President (if
any), Senior Vice President (if any) and Vice President.  In the absence of all
such officers, the meeting shall be chaired by a person chosen by the vote of
a majority in interest of the stockholders present in person or represented by
proxy and entitled to vote thereat.

         SECTION 2.8.     Consent of Stockholders.  Unless otherwise provided
in the Certificate of Incorporation, any action required to be taken at any
annual or special meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may
be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given by the Secretary of the
corporation to those stockholders who have not consented in writing.

         SECTION 2.9.     Voting of Stock of Certain Holders.  Shares in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the by-laws of such corporation may prescribe, or in the
absence of such provision, as the board of directors of such corporation may
determine.

         SECTION 2.10.    Treasury Stock. The corporation shall not vote,
direct or indirectly, shares of its own stock owned by it; and such shares
shall not be counted in determining the total number of outstanding shares.

         SECTION 2.11.    Fixing Record Date.  The Board of Directors may fix
in advance a date, not exceeding 60 days preceding the date of any meeting of
stockholders, or the date for payment of any dividend or distribution, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining a consent, as a record date for the determination of the stockholders
entitled to notice of, and to vote at, any such meeting and any adjournment
thereof, or entitled to receive payment of such dividend or distribution, or to
receive any such allotment of rights, or to exercise the rights in respect of
any such change, conversion or exchange of capital stock, or to give such
consent, and in such case such stockholders and





                                       3
<PAGE>   7
only such stockholders as shall be stockholders of record on the date so fixed
shall be entitled to such notice of, and to vote at, any such meeting and any
adjournment thereof, or to receive payment of such dividend or distribution, or
to receive such allotment or rights, or to exercise such rights, or to give
such consent, as the case may be, notwithstanding any transfer of any stock on
the books of the corporation after any such record date fixed as aforesaid.


                                  ARTICLE III

                               BOARD OF DIRECTORS

         SECTION 3.1.     Powers.  The business and affairs of the corporation
shall be managed by or under the direction of its Board of Directors, which may
exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
by-laws directed or required to be exercised or done by stockholders.


         SECTION 3.2.     Number, Election and Term.  The number of directors
which shall constitute the whole Board of Directors shall be not less than
three.  Such member of directors shall from time to time be fixed and
determined by resolution of the Board of Directors and shall be set forth in
the notice of any meeting of stockholders held for the purpose of electing
directors. The directors shall be elected at the annual meeting of
stockholders, except as provided in Section 3.3, and each director elected
shall hold office until his successor shall be elected and shall qualify or
until his earlier resignation or removal.  Directors need not be residents of
Delaware or stockholders of the corporation.

         SECTION 3.3.     Vacancies, Additional Directors and Removal From
Office.  If any vacancy occurs in the Board of Directors caused by death,
resignation, retirement, disqualification or removal from office of any
director, or otherwise, or if any new directorship is created by an increase in
the authorized number of directors, a majority of the directors then in office,
though less than a quorum, or a sole remaining director, may choose a successor
or fill the newly created directorship; and a director so chosen shall hold
office until the next annual election and until his successor shall be duly
elected and shall qualify, or until his earlier resignation or removal.  If
there are no directors in office, then an election of directors may be held in
the manner provided by statute.  Any director may be removed either for or
without cause at any special meeting of stockholders duly called and held for
such purpose.

         SECTION 3.4.     Regular Meeting.  A regular meeting of the Board of
Directors shall be held each year at the place of, and immediately following,
the annual meeting of stockholders, and no notice of such meeting shall be
necessary to the newly





                                       4
<PAGE>   8
elected directors in order to legally constitute the meeting, provided a quorum
shall be present.  Other regular meetings of the Board of Directors shall be
held each year, at such time and place as the Board of Directors may provide by
resolution, either within or without the State of Delaware, without notice
other than such resolution.

         SECTION 3.5.     Special Meeting.  A special meeting of the Board of
Directors may be called by the Chairman of the Board or by the President and
shall be called by the Secretary on the written request of any two directors.
The Chairman or President so calling, or the directors so requesting, any such
meeting shall fix the time and any place, either within or without the State of
Delaware, as the time and place of holding such meeting.

         SECTION 3.6.     Notice of Special Meeting.  Written or telephonic
notice of special meetings of the Board of Directors shall be given to each
director at least 48 hours prior to the time of such meeting.  Any director
may waive notice of any meeting.  The attendance of a director at any meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting, except that notice shall be given with respect to any matter where
notice is required by statute.

         SECTION 3.7.     Quorum and Participation. A majority of the Board of
Directors shall constitute a quorum for the  transaction of business at any
meeting of the Board of Directors, and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board
of Directors, except as may be otherwise specifically provided by statute, by
the Certificate of Incorporation or by these by-laws.  Members of the Board of
Directors may participate in a meeting of the Board of Directors by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other and such participation
shall constitute presence in person and attendance at such meeting.  If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.

         SECTION 3.8.     Action Without Meeting . Unless otherwise restricted
by the Certificate of Incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof as provided in Article IV of these by-laws, may be taken
without a meeting, if a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.





                                       5
<PAGE>   9
         SECTION 3.9.     Compensation.  Directors, as such, shall be entitled
to any compensation for their services which is voted by the stockholders or
the Board of Directors, including a fixed sum and expenses of attendance, if
any, which may be allowed for attendance at each regular or special meeting of
the Board of Directors or any meeting of a committee of directors.  No
provision of these by-laws shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.


                                   ARTICLE IV

                            COMMITTEES OF DIRECTORS

         SECTION 4.1.     Designation, Powers and Name.  The Board of Directors
may designate one or more committees, including, if they shall so determine, an
Executive Committee, each such committee to consist of one or more of the
directors of the corporation.  Each committee shall have and may exercise such
of the powers of the Board of Directors in the management of the business and
affairs of the corporation as may be provided in such resolution, but no such
committee shall have the power or authority in reference to: (i) approving or
adopting, or recommending to the stockholders, any action or matter expressly
required by the Delaware General Corporation Law to be submitted to stockholders
for approval, or (ii) adopting, amending or repealing any by-law of the
corporation.  The Executive Committee, if any, may authorize the seal of the
corporation to be affixed to all papers which may require it. The Board of 
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
such committee.  In the absence or disqualification of any member of such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.  Such committee
or committees shall have such name or names and such limitations of authority as
may be determined from time to time by resolution adopted by the Board of
Directors.

         SECTION 4.2.     Minutes.  Each committee of directors shall keep
regular minutes of its proceedings and report the same to the Board of
Directors when required.

         SECTION 4.3.     Compensation.  Members of special or standing
committees may be allowed compensation for attending committee meetings, if the
Board of Directors shall so determine.





                                       6
<PAGE>   10
                                   ARTICLE V

                                     NOTICE

         SECTION 5.1.     Methods of Giving Notice.  Whenever, under the
provisions of the statutes of the State of Delaware, the Certificate of
Incorporation or these by-laws, notice is required to be given to any director,
member of any committee or stockholder, such notice shall be in writing and
delivered personally or mailed to such director, member or stockholder;
provided that in the case of a director or a member of any committee such
notice may be given orally in person or by telephone, by telex or telecopier,
telegram or via overnight courier.  If mailed, notice to a director, member of
a committee or stockholder shall be deemed to be given when deposited in the
United States mail first class in a sealed envelope, with postage prepaid,
addressed, in the case of a stockholder, to the stockholder at the
stockholder's address as it appears on the records of the corporation or, in
the case of a director or a member of a committee, to such person at his
business address.  If sent by telex or telecopier, notice to a director or
member of a committee shall be deemed to be given upon transmittal; if sent by
telegram, notice to a director or member of a committee shall be deemed to be
given when the telegram, so addressed, is delivered to the telegraph company;
and if sent via overnight courier, notice to a director or member of a
committee shall be deemed to be given when delivered against a receipt
therefor.

         SECTION 5.2.     Written Waiver.  Whenever any notice is required to
be given under the provisions of the statutes of the State of Delaware, the
Certificate of Incorporation or these by-laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto.



                                   ARTICLE VI

                                    OFFICERS

         SECTION 6.1      Officers.  The officers of the corporation shall be a
Chairman of the Board, Vice Chairman of the Board (if such office is created by
the Board), a Chief Executive Officer, a President, one or more Vice Presidents,
any one or more of which may be designated Executive Vice President or Senior
Vice President, a Secretary and a Treasurer.  In the event that the Board of
Directors creates the office of Vice Chairman of the Board, the Board shall, by
resolution, define the duties of such office.  The Board of Directors may
appoint such other officers and agents, including Chief Financial Officers,
Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as it
shall deem necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined by the
Board.  Any two or more offices, other





                                       7
<PAGE>   11
than the, offices of Chief Executive Officer and Secretary, or President and
Secretary, may be held by the same person.  No officer shall execute,
acknowledge, verify or countersign any instrument on behalf of the corporation
in more than one capacity, if such instrument is required by law, by these
by-laws or by any act of the corporation to be executed, acknowledged, verified
or countersigned by two or more officers.  The Chairman of the Board and any
Vice Chairman of the Board shall be elected from among the directors.  With the
foregoing exceptions, none of the other officers need be a director, and none
of the officers need be a stockholder of the corporation.

         SECTION 6.2.     Election and Term of Office.  The officers of the
corporation shall be elected annually by the Board of Directors at its first
regular meeting held after the annual meeting of stockholders or as soon
thereafter as conveniently possible.  Each officer shall hold office until his
successor shall have been elected and shall have qualified or until his death or
the effective date of his resignation or removal, or until he shall cease to be
a director in the case of the Chairman of the Board and the Vice Chairman of the
Board, if such office is created by the Board.

         SECTION 6.3.     Removal and Resignation.  Any officer or agent elected
or appointed by the Board of Directors may be removed without cause by the
affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation shall be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed.  Any officer may resign at any time by giving written
notice to the corporation.  Any such resignation shall take effect at the date
of the receipt of such notice or at any later time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

         SECTION 6.4.     Vacancies.  Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.

         SECTION 6.5.     Salaries.  The salaries of all officers and agents of
the corporation shall be fixed by the Board of Directors or pursuant to its
direction; and no officer shall be prevented from receiving such salary by
reason of his also being a director.

         SECTION 6.6.     Chairman and Vice Chairman of the Board.  The
Chairman of the Board shall preside at all meetings of the Board of Directors
and of the stockholders of the corporation.  In the absence of the Chairman,
such duties shall be attended to by the Vice Chairman of the Board, if such
office is created by the Board, and as provided in Section 2.7(a) of these
by-laws, with respect to meetings of the stockholders.  The Chairman shall
formulate and submit to the Board of Directors or the Executive Committee
matters of general policy of the corporation and shall perform such other
duties





                                       8
<PAGE>   12
as usually appertain to the office or as may be prescribed by the Board of
Directors or the Executive Committee.

         SECTION 6.7.     Chief Executive Officer.  The Chief Executive Officer,
subject to the control of the Board of Directors, shall in general supervise and
control the business and affairs of the corporation.  In the absence of the
Chairman or Vice Chairman of the Board (if such office is created by the Board),
the Chief Executive Officer shall preside at all meetings of the Board of
Directors and of the stockholders.  He may also preside at any such meeting
attended by the Chairman or Vice Chairman of the Board, if he is so designated
by such Chairman or, in the Chairman's absence, by the Vice Chairman.  He shall
have general and active management of the business of the corporation and shall
see that all orders and resolutions of the Board of Directors are carried into
effect.  The Chief Executive Officer shall have the power to appoint and remove
subordinate officers, agents and employees, except those elected or appointed by
the Board of Directors.  The Chief Executive Officer shall keep the Board of
Directors fully informed and shall consult them concerning the business of the
corporation.  He may execute certificates for shares of the corporation and any
deeds, bonds, mortgages, contracts, checks, notes, drafts or other instruments
which the Board of Directors has authorized to be executed, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof has been expressly delegated by the
Board of Directors to some other officer or agent of the corporation. He shall
vote, or give a proxy to any other officer of the corporation to vote, all
shares of stock of any other corporation in the name of the corporation and in
general he shall perform all other duties normally incident to the office of
Chief Executive Officer and such other duties as may be prescribed by the
stockholders or the Board of Directors from time to time.

         SECTION 6.8.     President. The President shall be the Chief Operating
Officer of the corporation and shall have such other duties and perform such
other responsibilities as may be delegated to him by the Board of Directors or
the Chief Executive Officer, and, in the absence of the Chief Executive Officer,
shall assume the responsibilities of that office in addition to his other
responsibilities. The President shall keep the Chief Executive Officer and the
Board of Directors fully informed and shall consult them concerning the
operations of the corporation. He may execute certificates for shares of the
corporation and any deeds, bonds, mortgages, contracts, checks, notes, drafts or
other instruments which the Board of Directors has authorized to be executed,
except where required or permitted by law to be otherwise signed and executed
and except where the signing and execution thereof has been expressly delegated
by the Board of Directors to some other officer or agent of the corporation.  In
the absence of the Chief Executive Officer, the President shall vote, or give a
proxy to any other officer of the corporation to vote, all shares of stock of
any other corporation standing in the name of the corporation and, in general,
he shall perform all other duties normally incident to the office of the
President and





                                       9
<PAGE>   13
such other duties as may be prescribed by the stockholders, the Board of
Directors or the Chief Executive Officer from time to time.

         SECTION 6.9.     Vice Presidents.  In the absence of the President, or
in the event of his inability or refusal to act, the Executive Vice President
(or in the event there shall be no Vice President designated Executive Vice
President, any Vice President designated by the Board) shall perform the duties
and exercise the powers of the President.  Any Vice President may execute
certificates for shares of the corporation and any deeds, bonds, mortgages,
contracts, checks, notes, drafts or other instruments which the Board of
Directors has authorized to be executed, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof has been expressly delegated by the Board of Directors to
some other officer or agent of the corporation.  The Vice Presidents shall
perform such other duties as from time to time may be assigned to them by the
President, the Board of Directors or the Executive Committee.

         SECTION 6.10.   Secretary. The Secretary shall:  (a) attend
meetings  of the Board of Directors, committees of directors and the
stockholders and shall keep the minutes of such meetings of the Board of
Directors, committees of directors and the stockholders; (b) see that all
notices are duly given in accordance with the provisions of these by-laws and as
required by law; (c) be custodian of the corporate records and three of the seal
of the corporation, and see that the seal of the corporation or a facsimile
thereof is affixed to all certificates for shares prior to the issue thereof
and to all documents, the execution of which on behalf of the corporation under
its seal is duly authorized in accordance with the provisions of these by-laws;
(d) keep or cause to be kept a register of the post office address of each
stockholder which shall be furnished by such stockholder; (e) sign with the
Chief Executive Officer, the President or an Executive Vice President or Vice
President, certificates for shares of the corporation, the issue of which shall
have been authorized by resolution of the Board of Directors; (f) have general
charge of the stock transfer books of the corporation; and (g) in general,
perform all duties normally incident to the office of Secretary and such other
duties as from time to time may be assigned to him or her by the Chief Executive
Officer, the President, the Board of Directors or the Executive Committee.

         SECTION 6.11.    Treasurer.  The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation,
receive and give receipts for moneys due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of the
corporation in banks, trust companies or other depositories, or invest such
moneys in the name of the corporation in money market mutual funds; (b) prepare,
or cause to be prepared, for submission at each regular meeting of the Board of
Directors, at each annual meeting of the stockholders, and at such other times
as may be required by the Board of Directors, the Chief Executive Officer, the
President or the Executive Committee, a statement of financial condition of the
corporation in such detail as may be required; and (c) in general, perform all
the duties incident to the office of Treasurer





                                       10
<PAGE>   14
and such other duties as from time to time may be assigned to him by the Chief
Executive Officer, the President, the Board of Directors or the Executive
Committee.  If required by the Board of Directors, the Treasurer shall give the
corporation a bond for the faithful discharge of his duties in such sum and
with such surety or sureties as the Board of Directors shall determine.

         SECTION 6.12.    Assistant Secretaries and Assistant Treasurers.  The
Assistant Secretaries and Assistant Treasurers shall, in general, perform such
duties as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the Chief Executive Officer, the President, the Board of
Directors or the Executive Committee.  The Assistant Secretaries and Assistant
Treasurers shall, in the absence of the Secretary or Treasurer, respectively,
perform all functions and duties which such absent officers may delegate, but
such delegation shall not relieve the absent officer from the responsibilities
and liabilities of his office.  The Assistant Secretaries may sign, with the
Chief Executive Officer, the President, or an Executive Vice President or a
Vice President, certificates for shares of the corporation, the issue of which
shall have been authorized by a resolution of the Board of Directors.  The
Assistant Treasurers shall respectively, if required by the Board of Directors,
give bonds for the faithful discharge of their duties in such sums and with
such sureties as the Board of Directors shall determine.

         SECTION 6.13.    Assistant Vice Presidents.  The Assistant Vice 
Presidents shall, in general, perform such duties as shall be assigned to them 
by the President, any Vice President, the Board of Directors or the Executive
Committee.  The Assistant Vice Presidents shall, in the absence of a Vice
President, perform all functions and duties which such absent officer may
delegate, but such delegation shall not relieve the absent officer from the
responsibilities and liabilities of his office.


                                  ARTICLE VII

                             CERTIFICATES OF STOCK

         SECTION 7.1.     Issuance. The shares of the corporation shall be
represented by a certificate, provided that the Board of Directors may provide,
by resolution or resolutions, that some or all of any or all classes or series
of its stock shall be uncertificated shares.  Certificates shall be signed by,
or in the name of the corporation by, the Chief Executive Officer, the
President, an Executive Vice President or a Vice-President, and by the
Secretary or an Assistant Secretary.  Any of or all the signatures on a
certificate may be facsimile.  In the case of any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer, transfer agent or registrar at the





                                       11
<PAGE>   15
date of issue.  Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner
thereof a written notice containing the information required to be set forth or
stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the
Delaware General Corporation Law or a statement that the corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

         SECTION 7.2.     Lost Certificates.  The Board of Directors may direct
a new certificate or certificates or uncertificated shares to be issued in
place of any certificate or certificates theretofore issued by the corporation
alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost,
stolen or destroyed.  When authorizing such issue of a new certificate or
certificates or uncertificated shares, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate or certificates alleged to have been lost, stolen or destroyed, or
both.

         SECTION 7.3.     Transfers.  Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.  Upon receipt of proper transfer instructions from
the registered owner of uncertificated shares, such uncertificated shares shall
be cancelled and issuance of new equivalent uncertificated shares or
certificated shares shall be made to the person entitled thereto and the
transaction shall be recorded upon the books of the corporation.  Transfers of
shares shall be made only on the books of the corporation by the registered
holder thereof, or by his attorney thereto authorized by power of attorney and
filed with the Secretary of the corporation or the transfer agent, if any.

         SECTION 7.4.     Registered Stockholders. The corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of the State of Delaware.





                                       12
<PAGE>   16
                                  ARTICLE VII

                                   DIVIDENDS

         SECTION 8.1.     Declaration.  Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law.  Dividends may be paid in cash, in property or in
shares of capital stock, subject to the provisions of the Certificate of
Incorporation.

         SECTION 8.2.     Reserve.  Before payment of any dividend, there may
be set aside out of any funds of the corporation available for dividends such
sum or sums as the Board of Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Board of Directors shall think 
conducive to the interest of the corporation, and the Directors may modify or
abolish any such reserve in the manner in which it was created.


                                   ARTICLE IX

                                INDEMNIFICATION

         SECTION 9.1.     Third Party Actions.  The corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of his service as a member of the
Indemnified Class.  For purposes of this Article IX, the Indemnified Class shall
include any person who is or was a director, officer, employee or agent of the
corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans. The corporation shall indemnify any member of the Indemnified
Class against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, if such
person had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit, or proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best





                                       13
<PAGE>   17
interests of the corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         SECTION 9.2.     Actions by or in the Right of the Corporation.  The
corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a member of the Indemnified Class, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

         SECTION 9.3.     Determination of Conduct.  The determination that a
director, officer, employee or agent has or has not met the applicable standard
of conduct set forth in Sections 9.1 and 9.2 (unless is ordered by a court)
shall be made (1) by the Board of Directors by a majority vote of directors
who were not parties to such action, suit or proceeding, even though less than
a quorum, or (2) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (3) by the
stockholders. 


         SECTION 9.4.     Payment of Expenses in Advance.  Expenses incurred 
in defending a civil, criminal, administrative or investigative action, suit or
proceeding shall be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this Article IX.

         SECTION 9.5.     Indemnity Not Exclusive.  The indemnification and
advancement of expenses provided hereunder or granted pursuant to the other
subsections of this Article shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any other by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such person.





                                       14
<PAGE>   18
         SECTION 9.6.     Insurance.  The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including service to
employee benefit plans, against any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify him against such
liability under the provisions of this Article IX of these by-laws.

         SECTION 9.7.     Constituent Corporation.  For the purpose of this
Article IX, references to "the corporation" include all constituent
corporations absorbed in a consolidation or merger as well as the resulting or
surviving corporation so that any person who is or was a director, officer,
employee or agent of such a constituent corporation or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, including service to employee benefit plans, shall stand in the
same position under the provisions of this Article IX with respect to the
resulting or surviving corporation as he would if he had served the resulting
or surviving corporation in the same capacity.


                                   ARTICLE X

                                 MISCELLANEOUS

         SECTION 10.1.    Seal.  The corporate seal shall have inscribed
thereon the name of the corporation, and the words "Corporate Seal, Delaware."
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or otherwise reproduced.

         SECTION 10.2.    Books.  The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at the offices of the corporation at Houston, Texas, or at such other
place or places as may be designated from time to time by the Board of
Directors.

         SECTION 10.3.    Fiscal Year.  The fiscal year of the corporation
shall commence on January 1 and end on December 31 of each year.





                                       15
<PAGE>   19
                                   ARTICLE XI

                                   AMENDMENT

         SECTION 11.      These by-laws may be altered, amended or repealed at
any regular or special meeting of the Board of Directors without prior notice.





                                       16

<PAGE>   1

                                                                     EXHIBIT 4.2

================================================================================




                          FIRST SUPPLEMENTAL INDENTURE




                                   __________




                                  AVZ INC., as
                          successor Company by merger,

                             A I M ADVISORS, INC.,
                                 as Guarantor,

                                      and

                              FLEET NATIONAL BANK,
                                   as Trustee



                    Dated as of 9:30 a.m. February 28, 1997



                                   __________





         Supplement to Indenture dated as of November 3, 1993, relating to 9%
Senior Notes due November 15, 2003, between A I M Management Group Inc., as
Issuer, A I M Advisors, Inc., as Guarantor, and Fleet National Bank (formerly
known as Shawmut Bank Connecticut, National Association), as Trustee




================================================================================

<PAGE>   2

         FIRST SUPPLEMENTAL INDENTURE dated as of 9:30 a.m. February 28, 1997,
between AVZ INC., a Delaware corporation (the "Company"), A I M ADVISORS, INC.,
a Delaware corporation (the "Guarantor"), and FLEET NATIONAL BANK (formerly
known as Shawmut Bank Connecticut, National Association), as Trustee under the
Indenture hereinafter mentioned (in such capacity, the "Trustee").

         WHEREAS, A I M Management Group Inc., a Delaware corporation ("AIM"),
heretofore executed and delivered to the Trustee an Indenture dated as of
November 3, 1993 (the "Indenture"), providing for the creation of AIM's 9%
Senior Notes, due November 15, 2003 (the "Securities"); and

         WHEREAS, there have been issued and are now outstanding under the
Indenture, Securities in the aggregate principal amount of $97,250,000; and

         WHEREAS, in connection with the merger of AIM into the Company (the
"Merger"), pursuant to an Agreement and Plan of Merger, dated as of November 4,
1996, as subsequently amended, by and among AIM, INVESCO PLC, a company
organized under the laws of England, and INVESCO Group Services, Inc., a
Delaware corporation, AIM has been merged into the Company and in connection
therewith the Company has assumed, by operation of law, all of AIM's debts,
liabilities, duties and obligations, including AIM's obligations in respect of
the Securities and under the Indenture, which merger and assumption is
contemplated by Section 801 of the Indenture, provided that this First
Supplemental Indenture is executed and delivered; and

         WHEREAS, the Company desires in and by this First Supplemental
Indenture, pursuant to and as contemplated by Sections 801 and 901 of the
Indenture, to expressly assume the covenants, agreements and undertakings of
AIM in the Indenture and in the Securities; and

         WHEREAS, the execution and delivery of this First Supplemental
Indenture has been authorized by a resolution of the Board of Directors of the
Company and the Guarantor; and

         WHEREAS, all conditions and requirements necessary to make this First
Supplemental Indenture a valid and binding instrument in accordance with its
terms have been performed and fulfilled and the execution and delivery hereof
have been in all respects duly authorized;

         NOW, THEREFORE, in consideration of the above premises, and in order
to comply with the terms of Section 801 of the Indenture, each party agrees,
for the benefit of the other and for the equal and ratable benefit of the
Holders of the Securities as follows:

                                   ARTICLE 1

                        ASSUMPTION OF OBLIGATIONS OF AIM
<PAGE>   3
         SECTION 1.01.  Assumption.  The Company hereby expressly assumes the
due and punctual payment of the principal and premium and interest on all of
the Securities and the performance and observance of each and every covenant
and condition of AIM in the Indenture as if the Company had been the original
maker of the Securities, and also hereby expressly assumes each and every
covenant and condition of AIM in each Security outstanding on the date of this
First Supplemental Indenture.


                                   ARTICLE 2

                            CONSENT OF AIM ADVISORS

         SECTION 2.01.  Consent.  The Guarantor hereby confirms that its
Subsidiary Guarantee shall apply to the Company's obligations under the
Indenture, as amended by this First Supplemental Indenture, and under the
Securities.


                                   ARTICLE 3

                               TRUSTEE DISCLAIMER

         SECTION 3.01.  Trustee Disclaimer.  The Trustee has accepted the
amendment of the Indenture effected by this First Supplemental Indenture and
agrees to execute the trust created by the Indenture as hereby amended, but
only upon the terms and conditions set forth in the Indenture, including the
terms and provisions defining and limiting the liabilities and responsibilities
of the Trustee, and without limiting the generality of the foregoing, the
Trustee shall not be responsible in any manner whatsoever for or with respect
to any of the recitals or statements contained herein, all of which recitals or
statements are made solely by the Company and the Guarantor, or for or with
respect to (a) the validity or sufficiency of this First Supplemental Indenture
or any of the terms or provisions hereof, (b) the proper authorization hereof
by the Company and the Guarantor by corporate action or otherwise, (c) the due
execution hereof by the Company and the Guarantor, and (d) the consequences
(direct or indirect and whether deliberate or inadvertent) of any amendment
herein provided for, and the Trustee makes no representation with respect to
any such matters.

                                   ARTICLE 4

                            MISCELLANEOUS PROVISIONS

         SECTION 4.01.  Terms Defined.  For all purposes of this First
Supplemental Indenture, except as otherwise defined or unless the context
otherwise requires, terms used in capitalized




                                      2
<PAGE>   4




form in this First Supplemental Indenture and defined in the Indenture have the
meanings specified in the Indenture.

         SECTION 4.02.  Indenture.  Except as amended hereby, the Indenture and
the Securities are in all respects ratified and confirmed and all terms thereof
shall remain in full force and effect.  This First Supplemental Indenture is an
indenture supplemental to and in implementation of the Indenture, and said
Indenture and this First Supplemental Indenture shall henceforth be read
together.

         SECTION 4.03.  Notices.  The address to which notice to the Company is
to be given pursuant to Section 106 of the Indenture, from and after the date
of this First Supplemental Indenture, shall be:

                          AVZ INC.
                          11 Greenway Plaza, Suite 1919
                          Houston, TX  77046-1173
                          Attention:  Robert H. Graham

         with a copy to:

                          AVZ INC.
                          11 Greenway Plaza, Suite 1919
                          Houston, TX  77046-1173
                          Attention:  Carol F. Relihan

         SECTION 4.04.  Governing Law. This First Supplemental Indenture shall
be governed by and construed in accordance with the internal laws of the State
of New York, without regard to the conflicts of laws rules thereof.

         SECTION 4.05.  Successors.  All agreements of the Company, the
Guarantor and the Trustee in this First Supplemental Indenture shall bind their
respective successors.

         SECTION 4.06.  Effective Date.  This First Supplemental Indenture
shall become a legally effective and binding instrument upon the execution and
delivery hereof by all parties hereto.







                                      3
<PAGE>   5
         SECTION 4.07.  Counterparts.  This First Supplemental Indenture may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.




[Corporate Seal]                             AVZ INC.
                            
                            
ATTEST:                     
                                             By /s/ ROBERT F. McCULLOUGH
                                                ----------------------------
ILLEGIBLE                            
- ----------------------------
Title:                      
                            
                            

[Corporate Seal]                             A I M ADVISORS, INC.
                            
                            
ATTEST:                     
                                             By /s/ ROBERT H. GRAHAM
                                                ----------------------------
/s/ CAROL F. RELIHAN                             President
- ----------------------------                              
Title: Secretary                     
                            
                            

[Corporate Seal]                             FLEET NATIONAL BANK,
                                             as Trustee
                            
ATTEST:                     
                                             By /s/ SUSAN T. KELLER
                                                ----------------------------
ILLEGIBLE                                        Vice President
- ----------------------------                                   
Title: Assistant Vice 
       President                     





                                      4
<PAGE>   6




STATE OF NEW YORK                :
                                 :       ss
COUNTY OF NEW YORK               :

         On this 28th day of February, 1997, before me personally came Robert F.
McCullough, to me known, who, being by me duly sworn, did depose and say that he
resides at 3505 Knollwood Drive, Atlanta, GA, that he is Chief Financial Officer
and Vice President of AVZ Inc., one of the corporations described in and which
executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.



                                                     /s/ FELIX SARATOVSKY    
                                                     ------------------------
Notary Seal                                               Notary Public



STATE OF TEXAS                    :
                                  :        ss
COUNTY OF HARRIS                  :

         On this 28th day of February, 1997, before me personally came Robert H.
Graham, to me known, who, being by me duly sworn, did depose and say that he
resides at Houston, Texas, that he is President of A I M Advisors, Inc., one of
the corporations described in and which executed the above instrument; that he
knows the corporate seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that he signed his name thereto by
like authority.



                                                     /s/ EVA L. BENCZE          
                                                     ------------------------
Notary Seal                                               Notary Public  





                                      5
<PAGE>   7


STATE OF CONNECTICUT                       :
                                           :       ss
COUNTY OF HARTFORD                         :

            On this 28th day of February, 1997, before me personally came 
Susan T. Keller, to me known, who, being by me duly sworn, did depose and say
that she resides at 41 Pleasant St, West Hartford CT, that she is Vice-President
of Fleet National Bank, one of the entities described in and which executed the
above instrument; that she knows the corporate seal of said entity; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said entity; and that she signed her
name thereto by like authority



                                                       /s/ DAWN P. HEINTZ
                                                     ------------------------
Notary Seal                                                Notary Public 





                                      6

<PAGE>   1
                                                                     EXHIBIT 4.3

================================================================================




                         SECOND SUPPLEMENTAL INDENTURE




                                   __________




                        A I M MANAGEMENT GROUP INC., as
                    successor Company by transfer of assets,

                             A I M ADVISORS, INC.,
                                 as Guarantor,

                                      and

                              FLEET NATIONAL BANK,
                                   as Trustee



                   Dated as of 10:30 a.m., February 28, 1997



                                   __________




         Supplement to Indenture dated as of November 3, 1993, relating to 9%
Senior Notes due November 15, 2003, between A I M Management Group Inc., as
Issuer, A I M Advisors, Inc., as Guarantor, and Fleet National Bank (formerly
known as Shawmut Bank Connecticut, National Association), as Trustee, as
supplemented by a First Supplemental Indenture dated as of 9:30 a.m., February
28, 1997, relating to 9% Senior Notes due November 15, 2003 between AVZ Inc.,
successor Company by merger, A I M Advisors, Inc., as Guarantor, and Fleet
National Bank, as Trustee.

================================================================================

<PAGE>   2


         SECOND SUPPLEMENTAL INDENTURE dated as of 10:30 a.m. Eastern Standard
Time, February 28, 1997, between A I M MANAGEMENT GROUP INC. (formerly known as
A I M Management Group Acquisition Corp.), a Delaware corporation (the
"Company"), A I M ADVISORS, INC., a Delaware corporation (the "Guarantor"), and
FLEET NATIONAL BANK (formerly known as Shawmut Bank Connecticut, National
Association), as Trustee under the Indenture hereinafter mentioned (in such
capacity, the "Trustee").

         WHEREAS, A I M Management Group Inc., a Delaware corporation ("Old
AIM"), heretofore executed and delivered to the Trustee an Indenture dated as
of November 3, 1993, as supplemented by a First Supplemental Indenture dated as
of 9:30 a.m., February 28, 1997 (the "Indenture"), providing for the creation
of Old AIM's 9% Senior Notes, due November 15, 2003 (the "Securities"); and

         WHEREAS, there have been issued and are now outstanding under the
Indenture, Securities in the aggregate principal amount of $97,250,000; and

         WHEREAS, in connection with the merger (the "Merger") of Old AIM into
AVZ Inc., a Delaware corporation ("AVZ"), pursuant to an Agreement and Plan of
Merger, dated as of November 4, 1996, as subsequently amended, by and among Old
AIM, INVESCO PLC, a company organized under the laws of England, and INVESCO
Group Services, Inc., a Delaware corporation, Old AIM has been merged into AVZ
and in connection therewith AVZ assumed, by operation of law, all of Old AIM's
debts, liabilities, duties and obligations, including Old AIM's obligations
under the Securities and the Indenture, and executed the First Supplemental
Indenture; and

         WHEREAS, following the Merger, AVZ contributed all of Old AIM's assets
and debts, liabilities, duties and obligations which had been assumed by AVZ,
including obligations under the Securities and the Indenture, to the Company,
and the Company accepted such assets and assumed all such debts, liabilities,
duties and obligations, including obligations under the Securities and the
Indenture, which transfer and assumption is contemplated by Section 801 of the
Indenture, provided this Second Supplemental Indenture is executed and
delivered; and

         WHEREAS, the Company desires in and by this Second Supplemental
Indenture, pursuant to and as contemplated by Sections 801 and 901 of the
Indenture, to expressly assume the covenants, agreements and undertakings of
AVZ in the Indenture and in the Securities; and

         WHEREAS, Section 802 of the Indenture provides that upon such
assumption, the predecessor, being AVZ, shall be released from all the
obligations under the Securities and the Indenture; and




<PAGE>   3
         WHEREAS, the Company, as an indirect wholly owned subsidiary of
INVESCO PLC, a public company, will not have any Independent Directors, all
Independent Directors being directors of INVESCO PLC; and

         WHEREAS, Section 1010 of the Indenture requires that certain
transactions with Affiliates be approved by a majority of the Independent
Directors of the Board of Directors of the Company; and

         WHEREAS, Section 901 of the Indenture provides that supplemental
indentures may be executed without the consent of any Holders, at any time and
from time to time for among other purposes: to evidence the succession of
another Person to the Company; to add to the covenants of the Company for the
benefit of the Holders; to cure any ambiguity or to correct or supplement any
provision of the Indenture which may be defective or inconsistent with any
other provision of the Indenture; or to clarify or make any other provisions
with respect to matters or questions arising under the Indenture provided that
such clarification or provision thus made shall not adversely affect the
interest of the Holders; and

         WHEREAS, the Company desires and has requested the Trustee to join
with it in entering into this Second Supplemental Indenture for the purpose of
amending Section 1010 of the Indenture to provide for approval of Affiliate
transactions by the Independent Directors of the Board of Directors of the
Person controlling the Company that has Independent Directors; and

         WHEREAS, the execution and delivery of this Second Supplemental
Indenture has been authorized by a resolution of the Board of Directors of the
Company and the Guarantor; and

         WHEREAS, all conditions and requirements necessary to make this Second
Supplemental Indenture a valid and binding instrument in accordance with its
terms have been performed and fulfilled and the execution and delivery hereof
have been in all respects duly authorized;

         NOW, THEREFORE, in consideration of the above premises, each party
agrees, for the benefit of the other and for the equal and ratable benefit of
the Holders of the Securities as follows:


                                   ARTICLE 1

                      ASSUMPTION OF OBLIGATIONS OF INVESCO

         SECTION 1.01.  Assumption.  The Company hereby expressly assumes the
due and punctual payment of the principal and premium and interest on all of
the Securities and the performance and observance of each and every covenant
and condition of AVZ in the Indenture as if the Company had been the original
maker of the Securities, and also hereby expressly



                                      2

<PAGE>   4




assumes each and every covenant and condition of AVZ in each Security
outstanding on the date of this Second Supplemental Indenture.


                                   ARTICLE 2

                            CONSENT OF AIM ADVISORS

         SECTION 2.01.  Consent.  The Guarantor hereby confirms that its
Subsidiary Guarantee shall apply to the Company's obligations under the
Indenture, as amended by this Second Supplemental Indenture, and under the
Securities.


                                   ARTICLE 3

                                 RELEASE OF AVZ

         SECTION 3.01.  Release.  Pursuant to Section 802 of the Indenture, AVZ
is hereby released from the obligations under the Securities and the Indenture.

                                   ARTICLE 4

                           AMENDMENT TO SECTION 1010

         SECTION 4.01.  Section 1010 of the Indenture is amended to read in its
entirety as follows:

                          The Company will not, and will not permit any
                 Subsidiary to, directly or indirectly, enter into or suffer to
                 exist any transaction or series of related transactions
                 (including, without limitation, the sale, purchase, exchange
                 or lease of assets, property or services) with any Affiliate
                 of the Company (other than the Company or a Wholly Owned
                 Subsidiary) unless (i) such transaction or series of related
                 transactions is on terms that are no less favorable to the
                 Company or such Subsidiary, as the case may be, than would be
                 available in a comparable transaction in arm's-length
                 dealings with an unrelated third party and (ii) with respect
                 to any one transaction or series of related transactions
                 involving aggregate payments in excess of $1 million, the
                 Company delivers an officers' certificate to the Trustee
                 certifying that such transaction or series of related
                 transactions complies with clause (i) above and such
                 transaction or series of related transactions has received the
                 approval of a majority





                                       3
<PAGE>   5




                 of the Independent Directors of the Board of Directors of the
                 Company, or in the event the Company does not have Independent
                 Directors, of the Person controlling the Company that has
                 directors who are independent within the meaning of the term
                 "Independent Directors" if applied to such Person; provided
                 that such provision shall not apply to (A) any transaction
                 arising out of any agreement existing on the date of this
                 Indenture and set forth on Schedule II to this Indenture; (B)
                 transactions between the Company or any Subsidiary and any
                 Fund; (C) loans and advances (or guarantees in respect thereof
                 and payments thereunder) made to officers or employees of the
                 Company or any Subsidiary related to the Company's or such
                 Subsidiary's business, in an amount not to exceed $500,000 in
                 any year; and (D) any transaction permitted under paragraph
                 (b) of Section 1009.

                                   ARTICLE 5

                               TRUSTEE DISCLAIMER

         SECTION 5.01.  Trustee Disclaimer.  The Trustee has accepted the
amendment of the Indenture effected by this Second Supplemental Indenture and
agrees to execute the trust created by the Indenture as hereby amended, but
only upon the terms and conditions set forth in the Indenture, including the
terms and provisions defining and limiting the liabilities and responsibilities
of the Trustee, and without limiting the generality of the foregoing, the
Trustee shall not be responsible in any manner whatsoever for or with respect
to any of the recitals or statements contained herein, all of which recitals or
statements are made solely by the Company and the Guarantor, or for or with
respect to (a) the validity or sufficiency of this Second Supplemental
Indenture or any of the terms or provisions hereof, (b) the proper
authorization hereof by the Company and the Guarantor by corporate action or
otherwise, (c) the due execution hereof by the Company and the Guarantor, and
(d) the consequences (direct or indirect and whether deliberate or inadvertent)
of any amendment herein provided for, and the Trustee makes no representation
with respect to any such matters.

                                   ARTICLE 6

                            MISCELLANEOUS PROVISIONS

         SECTION 6.01.  Terms Defined.  For all purposes of this Second
Supplemental Indenture, except as otherwise defined or unless the context
otherwise requires, terms used in capitalized form in this Second Supplemental
Indenture and defined in the Indenture have the meanings specified in the
Indenture.





                                       4
<PAGE>   6





         SECTION 6.02.  Indenture.  Except as amended hereby, the Indenture and
the Securities are in all respects ratified and confirmed and all terms thereof
shall remain in full force and effect. This Second Supplemental Indenture is
an indenture supplemental to and in implementation of the Indenture, and said
Indenture and this Second Supplemental Indenture shall henceforth be read
together.

         SECTION 6.03.  Notices.  The address to which notice to the Company is
to be given pursuant to Section 106 of the Indenture, from and after the date
of this Second Supplemental Indenture, shall be:

                          A I M Management Group Inc.
                          11 Greenway Plaza, Suite 1919
                          Houston, TX  77046-1173
                          Attention:  President

         with a copy to:

                          A I M Management Group Inc.
                          11 Greenway Plaza, Suite 1919
                          Houston, TX  77046-1173
                          Attention:  General Counsel

         SECTION 6.04.  Governing Law.  This Second Supplemental Indenture
shall be governed by and construed in accordance with the internal laws of the
State of New York, without regard to the conflicts of laws rules thereof.

         SECTION 6.05.  Successors.  All agreements of the Company, the
Guarantor and the Trustee in this Second Supplemental Indenture shall bind
their respective successors.

         SECTION 6.06.  Effective Date.  This Second Supplemental Indenture
shall become a legally effective and binding instrument upon the execution and
delivery hereof by all parties hereto.





                                       5
<PAGE>   7

         SECTION 6.07.  Counterparts.  This Second Supplemental Indenture may
be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.


[Corporate Seal]                        A I M MANAGEMENT GROUP INC.


ATTEST:
                                        By /s/ ROBERT H. GRAHAM
/s/ CAROL F. RELIHAN                       ----------------------------------
- ----------------------------------         President
Title: Secretary


[Corporate Seal]                        A I M ADVISORS, INC.


ATTEST:
                                        By /s/ ROBERT H. GRAHAM 
/s/ CAROL F. RELIHAN                       ----------------------------------
- ----------------------------------         President
Title: Secretary


[Corporate Seal]                        FLEET NATIONAL BANK,
                                        as Trustee

ATTEST:
                                        By /s/ SUSAN T. KELLER 
ILLEGIBLE                                  ----------------------------------
- ----------------------------------         Vice President 
Title: Assistant Vice President




                                       6
<PAGE>   8




STATE OF TEXAS                    :
                                  :        ss
COUNTY OF HARRIS                  :

         On this 28th day of February, 1997, before me personally came
Robert H. Graham, to me known, who, being by me duly sworn, did depose and
say that he resides at Houston, Texas, that he is President of A I M Management
Group Inc., one of the corporations described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.


                                              /s/ EVA L. BENCZE
                                         ----------------------------------
                                                  Notary Public            

Notary Seal



STATE OF TEXAS                    :
                                  :        ss
COUNTY OF HARRIS                  :

         On this 28th day of February, 1997, before me personally came
Robert H. Graham, to me known, who, being by me duly sworn, did depose and
say that he resides at Houston, Texas, that he is President of A I M Advisors, 
Inc., one of the corporations described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.


                                              /s/ EVA L. BENCZE
                                         ----------------------------------
                                                  Notary Public            


Notary Seal





                                       7
<PAGE>   9




STATE OF CONNECTICUT                    :
                                        :        ss
COUNTY OF HARTFORD                      :

         On this 28th day of February, 1997, before me personally came
Susan T. Keller, to me known, who, being by me duly sworn, did depose and
say that she resides at 41 Pleasant St West Hartford, CT, that she is
Vice-President of Fleet National Bank, one of the entities described in and
which executed the above instrument; that she knows the corporate seal of said
entity; that the seal affixed to said instrument is such corporate seal; that
it was so affixed by authority of the Board of Directors of said entity; and
that she signed her name thereto by like authority


                                         /s/ DAWN P. HEINTZ
                                         -------------------
                                             Notary Public            


Notary Seal





                                       8

<PAGE>   1





                                                                    EXHIBIT 10.9



                           AIM MANAGEMENT GROUP INC.
                           MANAGEMENT INCENTIVE PLAN
                                   MARCH 1996

OBJECTIVES

AIM Management Group Inc.'s (the "Company") Management Incentive Plan (the
"MIP") has four primary objectives:

         *       Provide incentive to increase AIM's profitability

         *       Reward key employees for strong Company performance,
                 emphasizing team work among and within departments

         *       Recognize outstanding performance at the department and
                 individual level

         *       Provide incentive opportunities which could position cash
                 compensation at or above competitive levels in reasonably good
                 years and well above competitive levels in very good years

ELIGIBILITY

Individuals are selected to participate in the MIP based on recommendations by
senior management which are approved by the Compensation Committee of the Board
of Directors (the "Compensation Committee").  The selection process is based on
each individual's position within the organization and the incumbent's ability
to impact AIM's performance.

AWARD OPPORTUNITIES

Determination of individual awards are based on a target award concept.  At the
beginning of each year, senior management recommends, and the Compensation
Committee approves, target awards for each participant in the MIP.

Target awards are determined for each position based on competitive
compensation practices for comparable positions at similar organizations.  It
is intended that target awards will be paid for achieving "target" performance,
and that awards will be higher or lower than target depending on actual
performance in the following categories:

         *       Overall AIM performance
         *       Department performance
         *       Individual performance

Actual awards for all participants will vary from target based on some
combination of these three factors, although the amount of the target award
which is dependent on each of these factors will differ depending on the
participant's department:



                                     -1-
<PAGE>   2
                    PERCENT OF TARGET AWARD BASED ON AIM AND
                       DEPARTMENT/INDIVIDUAL PERFORMANCE

<TABLE>
<CAPTION>
                                                                  Dept. & Individual
             Department                AIM Performance                Performance
             ----------                ---------------                -----------
             <S>                            <C>                          <C>
             Investments &                   25%                          75%
             Fund Services                                                   
                                                        
             All other                       50%                          50%
             departments                                
</TABLE>                      


Within the first quarter of the year, each participant will receive a letter
informing him/her of his/her target award for that year.  In addition, this
letter will include a description of how the individual's actual award is
determined, including the weightings of the performance categories (AIM,
department and individual) and the performance goals that have been set for the
participant in terms of department and/or individual performance.

DETERMINATION OF ACTUAL AWARDS

Overview

Individual awards are determined using a two-step process:

         *       An MIP pool is determined based on AIM's cash flow for the
                 current and prior years

         *       The MIP pool is then allocated to participants by adjusting
                 target awards up or down based on Corporate, department and
                 individual performance

Determination of the MIP Pool

The MIP pool is calculated based on a percentage of AIM's weighted average
adjusted cash flow for the current and prior year:

         *       Adjusted cash flow equals cash flow minus a capital charge,
                 where

                 -        Cash flow = pre tax pre-bonus income before
                          depreciation and amortization

                 -        Capital charge = 8% of the quarterly average
                          shareholder's equity

         *       The adjusted cash flow is weighted as follows:

                 -        Current year             2/3
                 -        Prior year               1/3





                                      -2-
<PAGE>   3
         *       The MIP pool is calculated as follows:

                 25% of the weighted average adjusted cash flow less than $50
                 million, plus 20% of the weighted average adjusted cash flow
                 greater than $50 million
                 
The Compensation Committee retains the right to adjust the MIP pool up or down
by 10% of the calculated amount, considering non-financial accomplishments,
competitive conditions and other items.

The Executive Committee will communicate AIM's performance versus the cash flow
goals on an ongoing basis during the year.

Allocation of the MIP Pool

Once the MIP pool is calculated, it is allocated to participants based on a
combination of Corporate, department and individual performance.  Individual
target awards are adjusted based on these three factors as follows:

         *       Overall AIM performance

                 This component of the target award is adjusted up or down
                 based on the percent by which the actual weighted average cash
                 flow is above or below the target weighted average cash flow
                 for the year.  The minimum amount for this component of the
                 award is $0 and there is no maximum limit.

         *       Department and individual performance

                 At the beginning of the year, a target pool will be set for
                 each department equal to the sum of the target bonuses for the
                 MIP participants in that department.

                 At the end of the year, the Executive Committee will determine
                 the performance rating for each department based on criteria
                 outlined at the beginning of the year.  The aggregate target
                 bonus allocation for each department will then be adjusted up
                 to a maximum of 150% of target and down to $0 based on this
                 performance rating.

                 Once the actual department pools have been determined, each
                 participant's supervisor will determine the individual
                 performance rating for each participant, based on the
                 individual's performance against the goals established at the
                 start of the year, and allocate the department pool
                 accordingly.

Final awards to individuals will equal the sum of the award based on AIM
performance and the award based on department and individual performance.  An
example of the method for calculating awards is included in Exhibit 1.





                                      -3-
<PAGE>   4
If the aggregate amount of the individual awards exceed the amount of the MIP
pool available for awards, the individual awards will be reduced pro rata or in
such other manner as deemed appropriate by the Compensation Committee so as to
eliminate such excess.  If the aggregate amount of the individual awards is
less than the amount of the MIP pool available for awards, the Compensation
Committee may at its discretion increase the individual awards pro rata or in
such other manner as it deems appropriate.

PAYMENT OF AWARDS

Awards are paid to participants as follows:

         *       The greater of (1) 50% of actual awards or (2) $20,000 are 
                 payable immediately (i.e., within the first quarter of
                 the following year or as soon as possible after awards are
                 calculated and approved by the Compensation Committee)

         *       The remainder of actual awards are payable at the beginning 
                 of the following year (i.e., January 1997 for awards 
                 earned in 1995)

Participants must be employed by the Company at the time awards are paid in
order to be eligible to receive the award.

WITHHOLDING

The Company shall, to the extent required by law, have the right to deduct from
payment of any kind otherwise due to the recipient the amount of any federal,
state, or local taxes required by law to be withheld with respect to the amount
earned from awards paid under the MIP.

MIP ADMINISTRATION

The MIP shall be administered by the Compensation Committee.  The Compensation
Committee retains final authority to interpret the various provisions of the
MIP, and to amend the MIP to include any rules and regulations necessary to
administer the MIP.  All questions of interpretation, administration, and
application of the MIP shall be determined by a majority of the Compensation
Committee.  Areas of authority include:

         *       Approval of participants
         *       Size of overall MIP pool
         *       Size of target awards

EFFECTIVE DATE AND TERM OF THE MIP

The MIP becomes effective for the 1996 fiscal year.  The MIP shall remain in
effect unless revoked by the Compensation Committee.





                                      -4-
<PAGE>   5
                                                                      EXHIBIT 1


<TABLE>
<CAPTION>
                                             ILLUSTRATIONS OF INDIVIDUAL AWARD DETERMINATION
- ------------------------------------------------------------------------------------------------------------------------------------

                     INVESTMENT EXECUTIVE                                                   STAFF DEPARTMENT EXECUTIVE        
      ------------------------------------------------                                 -------------------------------------
                    Target Award = $75,000                                                    Target Award = $75,000

                 DEPT/IND PERFORMANCE                 AIM PERFORMANCE           DEPT/IND PERFORMANCE         AIM PERFORMANCE
                         (75%)                             (25%)                       (50%)                     (50%)   
                 -------------------                  ----------------          --------------------         ---------------


       Investment               Individual
      Results (1)             Performance (1)
        (37.5%)                  (37.5%)

Performance    Payout       Level        Payout                                 Level            Payout
- -----------    ------       -----        ------                                 -----            ------
<S>            <C>        <C>            <C>          <C>                     <C>                <C>
Maximum        $42,188     Maximum       $42,188                               Maximum           $56,250        
                                                                       
Target         $28,125     Target        $28,125      Target    $18,750        Target            $37,500      Target    $37,500
                                                                       
Threshold      $14,063    Threshold      $14,063                              Threshold          $18,750
                                                                       
Below          Discre-      Below        Discre-                                Below            Discre-
               tionary                   tionary                                                 tionary
                                                                       
                                                          Will vary up or down                                 Will vary up or down
                                                          directly based upon                                  directly based upon
                                                          AIM results                                          AIM results 
                                                                                    

- ------------------------------------------------------------------------------------------------------------------------------------
                                                     Interpolation used between points
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Assumes that investment results and individual performance components are weighted equally

</TABLE>





                                      -5-

<PAGE>   1
                                                                  EXHIBIT 10.19

                      WAIVER, CONSENT AND AMENDMENT NO. 1

                                                  Dated as of February 13, 1997

    WAIVER, CONSENT AND AMENDMENT NO. 1 (this "Amendment") among A I M
Management Group Inc., a Delaware corporation (the "Borrower"), the banks,
financial institutions and other institutional lenders parties to the Credit
Agreement referred to below (collectively, the "Lenders"), Citibank, N.A., as
administrative agent and lead managing agent (the "Lead Managing Agent") for
the Lenders, and the co-agents listed on the signature pages of the Credit
Agreement referred to below, as co-agents (the "Co-Agents" and, together with
the Lead Managing Agent, the "Agents").

                      PRELIMINARY STATEMENTS:

    (1)  The Borrower, the Lenders and the Agents have entered into a Credit
Agreement dated as of June 26, 1996 (the "Credit Agreement").  Capitalized
terms not otherwise defined in this Amendment have the same meanings as
specified in the Credit Agreement.

    (2)  The Borrower has entered into an Agreement and Plan of Merger dated as
of November 4, 1996 (as amended, supplemented or otherwise modified from time
to time, the "Merger Agreement") with INVESCO PLC, a company organized under
the laws of England ("INVESCO"), and INVESCO Group Services, Inc., pursuant to
which the Borrower will be merged (the "Merger") with a newly-organized
subsidiary ("Newco") of INVESCO.  Newco will be the surviving corporation of
the Merger.  Immediately following the Merger, the assets and liabilities of
the Borrower (including, without limitation, the rights and obligations of the
Borrower under the Credit Agreement) will be contributed (the "Transfer") to a
direct, newly-organized subsidiary of Newco to be known as AIM Management Group
Acquisition Corp. (which after consummation of the Transfer will change its
name to A I M Management Group Inc.)("New AIM").  The rights and obligations of
the Borrower under the Credit Agreement will be transferred pursuant to a
contribution and assumption agreement (the "Contribution Agreement").  The
Merger and the Transfer are collectively referred to as the "Transaction".  The
Borrower hereby requests that the Required Lenders consent to the consummation
of the Transaction and grant the waivers and amendments under the Loan
Documents needed to facilitate the Transaction and as otherwise set forth
below.

    (3)  The Required Lenders are, on the terms and conditions stated below,
willing to grant the requests of the Borrower and the Borrower and the Required
Lenders have agreed to amend the Credit Agreement as hereinafter set forth.




<PAGE>   2


                                       2

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto agree as follows:

         SECTION 1. Waiver and Consent.  Subject to the satisfaction of the
conditions precedent set forth in Section 4(a), the Required Lenders hereby
consent to the consummation of the Transaction and in furtherance thereof,
agree to the following:

         (a)  Section 3.02(a) of the Credit Agreement, which provides for a
    mandatory prepayment as a result of certain Asset Sales and a subsequent
    permanent reduction of the Total Tranche A Commitment pursuant to Section
    2.04(b)(i) in an amount equal to any such prepayment, is waived to the
    extent the Transfer, as contemplated by the Transaction, constitutes an
    Asset Sale.

         (b)  Section 7.04 of the Credit Agreement, pursuant to which the
    Borrower covenanted not to merge with any Person, is waived to the extent
    required to permit the Merger and to otherwise consummate the Transaction.

         (c)  Section 7.05(iv) of the Credit Agreement, pursuant to which the
    Borrower covenanted not to repurchase, redeem, defease or retire or
    otherwise acquire for value, prior to any scheduled repayment, sinking fund
    payment or maturity, any Pari Passu Debt, is waived to the extent required
    to permit the Borrower to tender for and redeem any Senior Notes tendered
    pursuant to the change of control tender provisions of the Senior Notes in
    connection with the Merger, without such payments being included in
    Restricted Payments.

         (d)  Section 7.06 of the Credit Agreement, pursuant to which the
    Borrower covenanted not to sell or otherwise dispose of all or
    substantially all of its assets, is waived to the extent required to permit
    the Transfer and to otherwise consummate the Transaction.

         (e)  Section 8.01(o) of the Credit Agreement, pursuant to which an
    Event of Default occurs if (i) during a period of two consecutive years,
    individuals who at the beginning of such period constituted the Board of
    Directors of the Borrower (together with any new directors whose election
    to such Board or whose nomination for election by the shareholders of the
    Borrower was approved by a vote of at least 66-2/3% of the directors then
    still in office who were either directors at the beginning of such period
    or whose election or nomination for election was previously so approved)
    cease for any reason to constitute a majority of such Board of Directors
    then in office, or (ii) any "person" or "group" other than any member of a
    Key Shareholder Group shall at any time Beneficially Own a percentage of
    the outstanding shares of Voting Stock of the Borrower equal to or greater
    than 50% of the aggregate percentage of the outstanding shares of the
    Voting Stock of the Borrower Beneficially
<PAGE>   3



                                       3

    Owned by all Key Shareholder Groups, is waived to the extent required to
    permit the Merger and to otherwise consummate the Transaction.

         (f)  Section 8.01(p) of the Credit Agreement, pursuant to which an
    Event of Default occurs if at any time the Key Shareholder Groups or any
    one or more of the members thereof shall cease to Beneficially Own in the
    aggregate at least 20% of the outstanding Voting Stock of the Borrower, is
    waived to the extent required to permit the Merger and to otherwise
    consummate the Transaction.

         (g)  Section 8.01(q) of the Credit Agreement, pursuant to which an
    Event of Default occurs if any change in Beneficial Ownership of the
    outstanding shares of Voting Stock of the Borrower shall occur
    necessitating any consent of the shareholders or directors of any
    Investment Company and such consent is not obtained in a timely manner, or
    with respect to the Management Contracts, the consents relating to 90%
    thereof are not obtained with the statutory period necessary to prevent the
    termination thereof, is waived to the extent required to permit the Merger
    and to otherwise consummate the Transaction.


    SECTION 2. Amendments to Credit Agreement.  The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 4(a), hereby amended as follows:

         (a)  Section 1.01 and the definition of "Net Income" is amended by
    deleting the paragraph in its entirety and adding the following:

             "Net Income" means, with respect to any period, the net income of
             the Borrower and its Subsidiaries for such period, all determined
             in accordance with GAAP on a Consolidated basis, provided, that
             there shall be excluded (a) all extraordinary gains or losses
             (less all fees and expenses relating thereto), (b) any gain or
             loss, net of taxes, realized upon the termination of any employee
             pension benefit plan, (c) the income of any Person accrued prior
             to the date it becomes a Subsidiary or is merged into or
             consolidated with the Borrower and its Subsidiaries, (d) the
             income of any Person (other than a Subsidiary) in which the
             Borrower and its Subsidiaries has an ownership interest, except to
             the extent that any such income has been actually received by the
             Borrower and its Subsidiaries in the form of dividends or similar
             distributions, (e) gains or losses (less all fees and expenses
             relating thereto) in respect of dispositions of assets other than
             in the ordinary course of business and (f) the net income of any
             Subsidiary to the extent that the declaration of dividends or
             similar distributions by that Subsidiary of that income is not at
             the time permitted, directly or indirectly, by operation of the
             terms of its charter
<PAGE>   4
                                       4

             or any agreement, instrument, judgment, decree, order, statute,
             rule or governmental regulations applicable to that Subsidiary or
             its shareholders.

         (b) Section 1.01 and the definition of "Permitted Investments" is
    amended by deleting the phrase that begins with", provided" in subsection
    (i) and ends with "at any time".

         (c) Section 7.05(a)(2)(A) is amended by deleting subsection (A), by
    changing December 31, 1995 to November 3, 1993 in subsection (B) and by
    changing each reference in subsections (C), (D), (E) and (F) from "the
    Third Restatement Date" to "November 3, 1993".

         (e) Section 7.20 is amended by deleting "(i)" in the first line, by
    substituting "Section 7.20. " for " clause 7.20(i);  "and by deleting 
    clause (ii) in its entirety.

         (f) Section 8.01(f) is amended by substituting "$5,000,000" for
    $1,000,000".


         (g) Section 8.01(h) is amended by substituting "$5,000,000" for
    $1,000,000".



         SECTION 3. Further Amendments Upon Consummation of Transaction.  When,
and only when, on or before March 3, 1997 the Transaction is consummated, and
subject to the satisfaction of the conditions precedent set forth in Section
4(b), the Credit Agreement is hereby further amended as follows:


         (a) The recital of the parties is amended by substituting "A I M
    Management Acquisition Corp." for "A I M Management Group Inc.".

         (b) Section 7.03 is amended by deleting "and" at the end of
    subsection (j), deleting the period at the end of subsection (k) and
    substituting therefor "; and" and by adding to the end of Section 7.03 a
    new subsection (l), to read as follows:

                 (1)  the Borrower and AIM Advisors may become and remain liable
             with respect to guaranties of the indebtedness of INVESCO PLC
             under that certain Credit Agreement dated as of February 13, 1997
             (the "INVESCO Credit Agreement") among INVESCO PLC, as borrower,
             Citibank and NationsBank, N.A. ("NationsBank") as agents, the
             lenders and co-agents parties thereto and NationsBank, as funding
             agent; provided, however, that
<PAGE>   5
                                       5

             any such guaranties by AIM Advisors shall contain no terms more
             favorable to the beneficiaries thereof than those set forth in the
             AIM Guaranties.

         (c)  Section 8.01(o) is amended by deleting the paragraph and by
    adding a new subsection (o) to read as follows:

         (o)  (i) Any Person or two or more Persons acting in concert shall
              have acquired beneficial ownership (within the meaning of Rule
              13d-3 of the Securities and Exchange Commission under the
              Securities Exchange Act of 1934), directly or indirectly, of
              Voting Stock of INVESCO PLC or the Borrower, as the case may
              be, (or other securities convertible into such Voting Stock)
              representing 20% or more of the combined voting power of all
              Voting Stock of INVESCO PLC or the Borrower, as the case may
              be; or (ii) during any period of up to 24 consecutive months,
              commencing after the date of this Agreement, individuals who
              at the beginning of such 24-month period were directors of
              INVESCO PLC or the Borrower, as the case may be, shall cease
              for any reason to constitute a majority of the board of
              directors of INVESCO PLC or the Borrower, as the case may be
              (except, in the cases of clauses (i) and (ii), in connection
              with the Merger or pursuant to the Merger Agreement and the
              Voting Agreement dated as of November 4, 1996 among INVESCO
              PLC and the other parties named therein);
              
              (d) Section 8.01(p) is amended by deleting the paragraph in
    its entirety.

              (e) Section 8.01(q) is amended by deleting the paragraph in
    its entirety.

              (f) Section 8.01(r) is amended by substituting "(p)" for
    "(r)", deleting the paragraph in its entirety and adding the following:

                  Any ERISA Event shall have occurred with respect to a
              Plan, or any Loan Party or any ERISA Affiliate shall have
              incurred or be reasonably expected to incur liability under
              Section 4064 or 4069 of ERISA and the sum (determined as of
              the date of occurrence of such ERISA Event) of the
              Insufficiency of such Plan and the Insufficiency of any and
              all other Plans with respect to which an ERISA Event shall
              have occurred and then exist (or the liability of the Loan
              Parties and the ERISA Affiliates incurred or expected to be
              incurred with respect to Section 4064 or 4069 of ERISA or
              related to such ERISA Event) exceeds $10,000,000; or
              
              (g) Section 8.01(s) is amended by substituting "(q)" for "(s)".
<PAGE>   6

                                       6

                 (h) Section 8.01 (t) is amended by substituting " (r) " for "
         (t) ", deleting the paragraph in its entirety and adding the following:

                     Any Loan Party or any ERISA Affiliate shall have been
                 notified by the sponsor of a Multiemployer Plan that it has
                 incurred Withdrawal Liability to such Multiemployer Plan in an
                 amount that, when aggregated with all other amounts required
                 to be paid to Multiemployer Plans by the Loan Parties and the
                 ERISA Affiliates as Withdrawal Liability (determined as of the
                 date of such notification), exceeds $10,000,000 or requires
                 payments exceeding $2,500,000 per annum; or


                 (i) Section 8.01(u) is amended by substituting "(s)" for
         "(u)", deleting the paragraph in its entirety and adding the following:

                     Any Loan Party or any ERISA Affiliate shall have been
                 notified by the sponsor of a Multiemployer Plan that such
                 Multiemployer Plan is in reorganization or is being
                 terminated, within the meaning of Title IV of ERISA, and as a
                 result of such reorganization or termination the aggregate
                 annual contributions of the Loan Parties and the ERISA
                 Affiliates to all Multiemployer Plans that are then in
                 reorganization or being terminated have been or will be
                 increased over the amounts contributed to such Multiemployer
                 Plans for the plan years of such Multiemployer Plans
                 immediately preceding the plan year in which such
                 reorganization or termination occurs by an amount exceeding
                 $10,000,000;


                 (j) Section 1.02 is amended by deleting the definitions of
         "ERISA Affiliate", "ERISA Event", "Multiemployer Plan", Multiple 
         Employer Plan", "Single Employer Plan" and "Welfare Plan" and adding 
         the following definitions:

                     "ERISA Affiliate" means any Person that for purposes of
                 Title IV of ERISA is a member of any Loan Party's controlled
                 group, or under common control with any Loan Party, within the
                 meaning of Section 414 (b) or (c) of the Internal Revenue Code
                 or, for purposes of Sections 412(c)(ii) and 412(u) of the
                 Internal Revenue Code, under Section 414(m) or (o) of the
                 Internal Revenue Code.

                     "ERISA Event" means (a) (i) the occurrence of a reportable
                 event, within the meaning of Section 4043 of ERISA, with
                 respect to any Plan unless the 30-day notice requirement with
                 respect to such event has been waived by the PBGC, or (ii) at
                 the time when the requirements of subsection (1) of
<PAGE>   7
                                       7

                 Section 4043(b) of ERISA (without regard to subsection (2) of
                 such Section) are applicable to any Loan Party or any ERISA
                 Affiliate, an event described in paragraph (9), (10), (11),
                 (12) or (13) of Section 4043(c) of ERISA is reasonably
                 expected to occur with respect to a Plan within the following
                 30 days; (b) the filing by any Loan Party or any ERISA
                 Affiliate of an application for a minimum funding waiver with
                 respect to a Plan; (c) the provision by the administrator of
                 any Plan of a notice of intent to terminate a Plan pursuant to
                 Section 4041(a)(2) of ERISA (including any such notice with
                 respect to a plan amendment referred to in Section 4041(e) of
                 ERISA); (d) the cessation of operations at a facility of any
                 Loan Party or any ERISA Affiliate in the circumstances
                 described in Section 4062(e) of ERISA; (e) the withdrawal by
                 any Loan Party or any ERISA Affiliate from a Multiple Employer
                 Plan during a plan year for which it was a substantial
                 employer, as defined in Section 4001(a)(2) of ERISA; (f) the
                 conditions for the imposition of a lien under Section 302(f)
                 of ERISA on the assets of any Loan Party or any ERISA
                 Affiliate shall have been met with respect to any Plan; (g)
                 the adoption of an amendment to a Plan requiring any Loan
                 Party or any ERISA Affiliate to provide security to such Plan
                 pursuant to Section 307 of ERISA; or (h) the institution by
                 the PBGC of proceedings to terminate a Plan pursuant to
                 Section 4042 of ERISA, or the occurrence of any event or
                 condition described, in Section 4042 of ERISA that constitutes
                 grounds for the termination of, or the appointment of a
                 trustee to administer, a Plan; provided, however, that the
                 event or condition set forth in Section 4042(a)(4) of ERISA
                 shall be an ERISA Event only if the PBGC has notified any Loan
                 Party or any ERISA Affiliate that it has made a determination
                 under such section or that it is considering termination of a
                 Plan on such grounds.

                     "Multiemployer Plan" means a multiemployer plan, as
                 defined in Section 4001(a)(3) of ERISA, to which any Loan
                 Party or any ERISA Affiliate is making or accruing an
                 obligation to make contributions, or has within any of the
                 preceding five plan years made or accrued an obligation to
                 make contributions.

                     "Multiple Employer Plan" means a single employer plan, as
                 defined in Section 4001(a)(15) of ERISA, that is maintained
                 for current or former employees of any Loan Party or any ERISA
                 Affiliate and at least one Person other than such Loan Party
                 and the ERISA Affiliates.

                     "Single Employer Plan" means a single employer plan, as
                 defined in Section 4001(a)(15) of ERISA, that is maintained
                 for employees of any Loan Party or any ERISA Affiliate and no
                 Person other than any Loan Party and the ERISA Affiliates.
<PAGE>   8
                                       8

                 (k) Section 6.13 is amended by deleting the paragraph in its
         entirety and adding the following:

                     SECTION 6.13. Compliance with ERISA. (i) No ERISA Event
                     has occurred or is reasonably expected to occur with
                     respect to any Plan that has resulted in or is reasonably
                     expected to result in a Material Adverse Effect; (ii)
                     Schedule B (Actuarial Information) to the most recent
                     annual report (Form 5500 Series) required to be filed for
                     each Plan, copies of which have been filed with the
                     Internal Revenue Service and, with respect to each Plan
                     whose funded current liability percentage (as defined in
                     Section 302(d)(8) of ERISA) is less than 100%, furnished
                     to the Lenders, is complete and accurate and fairly
                     presents the funding status of such Plan, and since the
                     date of such Schedule B there has been no material adverse
                     change in such funding status; (iii) neither any Loan
                     Party nor any ERISA Affiliate has incurred or is
                     reasonably expected to incur (A) any liability under
                     Section 4064 or 4069 of ERISA or (B) any Withdrawal
                     Liability to any Multiemployer Plan that has resulted or
                     would be reasonably likely to result in a Material Adverse
                     Effect; (iv) neither any Loan Party nor any ERISA
                     Affiliate has been notified by the sponsor of a
                     Multiemployer Plan that such Multiemployer Plan is in
                     reorganization or has been terminated, within the meaning
                     of Title IV of ERISA, and, to the best knowledge of any
                     Loan Party or any ERISA Affiliate, no such Multiemployer
                     Plan is reasonably expected to be in reorganization or to
                     be terminated, within the meaning of Title IV of ERISA.

                 (l) Section 7.18(f) is amended by deleting the paragraph in
         its entirety and adding the following:

                     (f)  ERISA. (i)(A) promptly and in any event within 10
                     days after any Loan Party or any ERISA Affiliate knows or
                     has reason to know that (1) any ERISA Event has occurred
                     which could result in a material liability of any Loan
                     Party or any ERISA Affiliate, or (2) any Loan Party or any
                     ERISA Affiliate has incurred or is reasonably expected to
                     incur liability under Section 4064 or 4069 of ERISA, a
                     statement of the chief financial officer of the Borrower
                     describing such ERISA Event and the circumstances giving
                     rise to, and the amount of such liability, and the action,
                     if any, that such Loan Party or such ERISA Affiliate has
                     taken and proposes to take with respect thereto and (B) on
                     the date any records, documents or other information must
                     be furnished to the PBGC with respect to any Plan pursuant
                     to Section 4010 of ERISA, a copy of such records,
                     documents and information; (ii) promptly and in any event
                     within two Business Days after receipt thereof by any Loan
                     Party or any ERISA Affiliate, copies of each notice from
                     the PBGC stating its intention to terminate any Plan or to
                     have a trustee appointed to administer any
<PAGE>   9
                                       9

                     Plan; (iii) promptly and in any event within 30 days after
                     the filing thereof with the Internal Revenue Service,
                     copies of each Schedule B (Actuarial Information) to the
                     annual report (Form 5500 Series) required to be filed with
                     respect to each Plan whose funded current liability
                     percentage (as defined in Section 302(d)(8) of ERISA) is
                     less than 100%; (iv) promptly and in any event within five
                     Business Days after receipt thereof by any Loan Party or
                     any ERISA Affiliate from the sponsor of a Multiemployer
                     Plan, copies of each notice concerning (A) the imposition
                     on any Loan Party or any ERISA Affiliate of Withdrawal
                     Liability by any such Multiemployer Plan, (B) the
                     reorganization or termination, within the meaning of Title
                     IV of ERISA, of any such Multiemployer Plan or (C) the
                     amount of liability incurred, or that may be incurred, by
                     any Loan Party or any ERISA Affiliate in connection with
                     any event described in clause (A) or (B);


         SECTION 4.  Conditions of Effectiveness.  The effectiveness of this
Amendment is conditioned upon the accuracy of the factual matters described
herein.  This Amendment is subject to the provisions of Section 10.01 of the
Credit Agreement.

         (a) Sections 1 and 2 of this Amendment shall become effective as of
the date first above written when, and only when, the Lead Managing Agent shall
have received counterparts of this Amendment executed by the Borrower and the
Required Lenders or, as to any of the Lenders, advice satisfactory to the Lead
Managing Agent that such lender has executed this Amendment and the Lead
Managing Agent shall have additionally received counterparts of all of the
following documents, each such document dated the date of receipt thereof by
the Lead Managing Agent (unless otherwise specified) and in sufficient copies
for each Lender, in form and substance satisfactory to the Lead Managing Agent
(unless otherwise specified):

             (1) The Consent appended hereto (the "Consent"), executed by the
       Guarantor.

             (2) A certificate signed by a duly authorized officer of the
       Borrower stating that:

                 (i)  The representations and warranties contained in Section 5
               are correct on and as of the date of such certificate as though
               made on and as of such date; and

                 (ii) No event has occurred and is continuing that
               constitutes a Default.
<PAGE>   10


                                       10

         (b) Section 3 of this Amendment shall become effective as of the date
    of the consummation of the Merger when, and only when, in addition to the
    satisfaction of the conditions set forth in subsection (a) above, the
    Transaction is consummated and the Lead Managing Agent shall have
    additionally received counterparts of all of the following documents, each
    such document dated the date of receipt thereof by the Lead Managing Agent
    (unless otherwise specified) and in sufficient copies for each Lender, in
    form and substance satisfactory to the Lead Managing Agent (unless
    otherwise specified):

             (1) Certified copies of (i) the resolutions of the Board of
         Directors of (A) the Borrower approving the Merger and the matters
         contemplated hereby and thereby and (B) New AIM approving this
         Amendment, the Contribution Agreement and the matters contemplated
         hereby and thereby and (ii) all documents evidencing other necessary
         corporate action and governmental approvals, if any, with respect to
         this Amendment, the Contribution Agreement, the Merger, and the
         matters contemplated hereby and thereby.

             (2) A certificate of the Secretary or an Assistant Secretary of
         New AIM certifying the names and true signatures of the officers of
         New AIM authorized to sign the Assignment Agreement.

             (3) The Contribution Agreement, executed by Newco and New AIM.

             (4) A favorable opinion or opinions of Ballard Spahr Andrews &
         Ingersoll, counsel for the Borrower, to the effect that this Amendment
         has been duly executed and delivered by the Borrower and that the Loan
         Documents under which New AIM is assuming the Borrower's Obligations
         as amended hereby are the legal, valid and binding obligations of New
         AIM, enforceable in accordance with their respective terms.

             (5) A certificate signed by a duly authorized officer of New AIM
         stating that:

                   (i) The representations and warranties contained in Section 4
                 of the Contribution Agreement are correct on and as of the
                 date of such certificate as though made on and as of such
                 date; and

                   (ii) No event has occurred and is continuing that constitutes
                 a Default.

    SECTION 5. Representations and Warranties.  The Borrower represents
and warrants as follows:
<PAGE>   11

                                       11

             (a) It is a corporation duly organized, validly existing and in
         good standing under the laws of the jurisdiction indicated in the
         recital of parties to this Amendment.

             (b) The execution, delivery and performance by it of this
         Amendment and the Loan Documents, as amended hereby, to which it is or
         is to be a party, and the consummation of the transactions
         contemplated hereby, are within its corporate powers, have been duly
         authorized by all necessary corporate action and do not (i) contravene
         its charter or by-laws, (ii) violate any Requirement of Law (including
         Regulation X of the Board of Governors of the Federal Reserve System),
         (iii) conflict with or result in the breach of, or constitute a
         default under, any contract, loan agreement, indenture, mortgage, deed
         of trust, lease or other instrument binding on or affecting it, any of
         its Subsidiaries or any of their properties or (iv) result in or
         require the creation or imposition of any Lien upon or with respect to
         any of the properties of it or any of its Subsidiaries.

             (c) No authorization or approval or other action by, and no notice
         to or filing with, any governmental authority or regulatory body or
         any other third party is required for the due execution, delivery or
         performance by it of this Amendment or any of the Loan Documents, as
         amended hereby, to which it is a party, except for the filing of a
         Certificate of Merger with the Delaware Secretary of State and the
         filing of any financing statement in connection with the Transaction
         with the Texas Secretary of State.

             (d) This Amendment has been duly executed and delivered by it.
         This Amendment and each of the other Loan Documents, as amended
         hereby, to which it is a party are its legal, valid and binding
         obligations, enforceable against it in accordance with their
         respective terms.

             (e) There is no action, suit, investigation, litigation or
         proceeding affecting it or any of its Subsidiaries (including, without
         limitation, any Environmental Action) pending or threatened before any
         court, governmental agency or arbitrator that (i) could have a
         Material Adverse Effect or (ii) purports to affect the legality,
         validity or enforceability of this Amendment or any of the other Loan
         Documents, as amended hereby, or the consummation of any of the
         transactions contemplated hereby.

             (f) There has been no material adverse change in the business,
         condition (financial or otherwise), operations, performance,
         properties or prospects of the Borrower and its Subsidiaries taken as
         a whole since December 31, 1995 or since September 30, 1996.
<PAGE>   12

                                       12

         SECTION 6. Reference to and Effect on the Loan Documents. (a) On and
after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended by this Amendment.

         (b) The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Amendment, are and shall continue to
be in full force and effect and are hereby in all respects ratified and
confirmed.  Without limiting the generality of the foregoing, the Collateral
Documents and all of the Collateral described therein do and shall continue to
secure the payment of all Obligations of the Loan Parties under the Loan
Documents, in each case as amended by this Amendment.

         (c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.

         SECTION 7. Costs and Expenses.  The Borrower agrees to pay on demand
all reasonable costs and expenses of the Administrative Agent in connection
with the preparation, execution, delivery and administration, modification and
amendment of this Amendment (including, without limitation, the reasonable fees
and expenses of counsel for the Administrative Agent) in accordance with the
terms of Section 10.04 of the Credit Agreement.

         SECTION 8. Execution in Counterparts.  This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same
agreement.  Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.

         SECTION 9. Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
<PAGE>   13
                                       13


                   IN WITNESS WHEREOF,  the parties hereto have caused this
    Amendment to be executed by their respective officers thereunto duly
    authorized. as of the date first above written.


                        BORROWER


                              A I M MANAGEMENT GROUP INC.

                              By /s/ ROBERT H. GRAHAM                
                                 --------------------------------
                              Name:  Robert H. Graham
                              Title: President


                        MANAGING AGENTS


                              CITIBANK, N.A.,
                              as Lead Managing Agent


                              By /s/ DAVID A. DODGE                      
                                 --------------------------------
                              Name:  David A. Dodge
                              Title: Managing Director
                                     ATTORNEY-IN-FACT

                              THE CHASE MANHATTAN BANK,
                                as Co-Managing Agent


                              By /s/ ROGER A. PARKER                    
                                 --------------------------------
                              Name:  Roger A. Parker
                              Title: Vice President

<PAGE>   14

                                       14

                              NATIONSBANK, N.A. (SOUTH)
                              as Co-Managing Agent


                              By /s/ BETTY E. REED                         
                                 --------------------------------
                              Name:  Betty E. Reed
                              Title: SVP

                        TRANCHE A LENDERS


                              THE BANK OF NEW YORK


                              By Illegible                                     
                                 --------------------------------
                              Name:
                              Title: VP

                              THE CHASE MANHATTAN BANK


                              By /s/ ROGER A. PARKER                   
                                 --------------------------------
                              Name:  Roger A. Parker
                              Title: Vice President

                              CITIBANK, N.A.


                              By /s/ DAVID A. DODGE                      
                                 --------------------------------
                              Name:  David A. Dodge
                              Title: Managing Director
                              ATTORNEY-IN-FACT


                              FLEET NATIONAL BANK


                              By /s/ ANSON T. HARRIS    
                                 --------------------------------
                              Name:  Anson T. Harris
                              Title: Assistant Vice President
<PAGE>   15
                                       15


                              MELLON BANK


                              By /s/ SUSAN M. WHITEWOOD            
                                 --------------------------------
                              Name:  Susan M. Whitewood
                              Title: Asst. Vice President

                              NATIONSBANK, N.A. (SOUTH)


                              By /s/ BETTY E. REED                           
                                 --------------------------------
                              Name:  Betty E. Reed
                              Title: Senior Vice President


                              STATE STREET BANK AND
                                  TRUST COMPANY


                              By /s/ EDWARD A. SIEGEL                    
                                 --------------------------------
                              Name:  Edward A. Siegel
                              Title: Assistant Vice President

<PAGE>   1


                                                                   EXHIBIT 10.23

                                    CONSENT

                                                Dated as of February 13, 1997


         The undersigned, A I M Advisors, Inc., a Delaware corporation, as
Guarantor under the Guaranty dated June 26, 1996 (the "Guaranty") in favor of
the Lead Managing Agent for its benefit and the benefit of the Lenders parties
to the Credit Agreement referred to in the foregoing Amendment, hereby consents
to such Amendment and hereby confirms and agrees that notwithstanding the
effectiveness of such Amendment, the Guaranty is, and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects,
except that, on and after the effectiveness of such Amendment, each reference
in the Guaranty to the "Credit Agreement",  "thereunder", "thereof" or words of
like import shall mean and be a reference to the Credit Agreement, as amended
by such Amendment.


                                      A I M ADVISORS, INC.
                                  
                                  
                                  
                                      By  /s/ ROBERT H. GRAHAM
                                         ------------------------------------
                                          Name: Robert H. Graham
                                          Title: President

<PAGE>   1
                                                                   EXHIBIT 10.32



                      WAIVER, CONSENT AND AMENDMENT NO. 1

                                                   Dated as of February 13, 1997

       WAIVER, CONSENT AND AMENDMENT NO. 1 (this "Amendment") among A I M
Management Group Inc., a Delaware corporation (the "Borrower"), the banks,
financial institutions and other institutional lenders parties to the Credit
Agreement referred to below (collectively, the "Lenders"), Citibank, N.A., as
administrative agent (the "Administrative Agent") for the Lenders, and the co-
agents listed on the signature pages of the Credit Agreement referred to below,
as co-agents (the "Co-Agents" and, together with the Administrative Agent, the
"Agents").

       PRELIMINARY STATEMENTS:

       (1)    The Borrower, the Lenders and the Agents have entered into a B
Share Credit Agreement dated as of June 26, 1996 (the "Credit Agreement").
Capitalized terms not otherwise defined in this Amendment have the same
meanings as specified in the Credit Agreement.

       (2)    The Borrower has entered into an Agreement and Plan of Merger
dated as of November 4, 1996 (as amended, supplemented or otherwise modified
from time to time, the "Merger Agreement") with INVESCO PLC, a company
organized under the laws of England ("INVESCO"), and INVESCO Group Services,
Inc., pursuant to which the Borrower will be merged (the "Merger") with a
newly-organized subsidiary ("Newco") of INVESCO.  Newco will be the surviving
corporation of the Merger.  Immediately following the Merger, the assets and
liabilities of the Borrower (including, without limitation, the rights and
obligations of the Borrower under the Credit Agreement) will be contributed
(the "Transfer") to a direct, newly-organized subsidiary of Newco to be known
as AIM Management Group Acquisition Corp. (which after consummation of the
Transfer will change its name to A I M Management Group Inc.)("New AIM").  The
rights and obligations of the Borrower under the Credit Agreement will be
transferred pursuant to a contribution and assumption agreement (the
"Contribution Agreement").  The Merger and the Transfer are collectively
referred to as the "Transaction".  The Borrower hereby requests that the
Required Lenders consent to the consummation of the Transaction and grant the
waivers and amendments under the Loan Documents needed to facilitate the
Transaction and as otherwise set forth below.

       (3)    The Required Lenders are, on the terms and conditions stated
below, willing to grant the requests of the Borrower and the Borrower and the
Required Lenders have agreed to amend the Credit Agreement as hereinafter set
forth.
<PAGE>   2
                                       2

       NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto agree as follows:

       SECTION 1. Waiver and Consent.  Subject to the satisfaction of the
conditions precedent set forth in Section 4(a), the Required Lenders hereby
consent to the consummation of the Transaction and in furtherance thereof,
agree to the following:

                   (a)      Section 3.02(a) of the Credit Agreement, which
              provides for a mandatory prepayment as a result of certain Asset
              Sales and a subsequent permanent reduction of the Total
              Commitment pursuant to Section 2.04(b)(i) in an amount equal to
              any such prepayment, is waived to the extent the Transfer, as
              contemplated by the Transaction, constitutes an Asset Sale.

                   (b)      Section 5.02(a)(viii) of the Credit Agreement,
              which requires as a condition precedent to each Loan that certain
              Distribution Agreements shall not have been cancelled, is waived
              to the extent that the change of control resulting from the
              consummation of the Transaction will cause an automatic
              termination of such Distribution Agreements, provided that such
              Distribution Agreements are replaced by agreements that do not
              differ materially from such terminated Distribution Agreements on
              or before the effective date of the Merger.

                   (c)      Section 7.04 of the Credit Agreement, pursuant to
              which the Borrower covenanted not to merge with any Person, is
              waived to the extent required to permit the Merger and to
              otherwise consummate the Transaction.

                   (d)      Section 7.05(iv) of the Credit Agreement, pursuant
              to which the Borrower covenanted not to repurchase, redeem,
              defease or retire or otherwise acquire for value, prior to any
              scheduled repayment, sinking fund payment or maturity, any Pari
              Passu Debt, is waived to the extent required to permit the
              Borrower to tender for and redeem any Senior Notes tendered
              pursuant to the change of control tender provisions of the Senior
              Notes in connection with the Merger, without such payments being
              included in Restricted Payments.

                   (e)      Section 7.06 of the Credit Agreement, pursuant to
              which the Borrower covenanted not to sell or otherwise dispose of
              all or substantially all of its assets, is waived to the extent
              required to permit the Transfer and to otherwise consummate the
              Transaction.

                   (f)      Section 8.01(p) of the Credit Agreement, pursuant
              to which an Event of Default occurs if (i) during a period of two
              consecutive years, individuals who at the beginning of such
              period constituted the Board of Directors of the Borrower
              (together with any new directors whose election to such Board or
              whose nomination for election
<PAGE>   3
                                       3

              by the shareholders of the Borrower was approved by a vote of at
              least 66-2/3% of the directors then still in office who were
              either directors at the beginning of such period or whose
              election or nomination for election was previously so approved)
              cease for any reason to constitute a majority of such Board of
              Directors then in office, or (ii) any "person" or "group" other
              than any member of a Key Shareholder Group shall at any time
              Beneficially Own a percentage of the outstanding shares of Voting
              Stock of the Borrower equal to or greater than 50% of the
              aggregate percentage of the outstanding shares of the Voting
              Stock of the Borrower Beneficially Owned by all Key Shareholder
              Groups, is waived to the extent required to permit the Merger and
              to otherwise consummate the Transaction.

                   (g)      Section 8.01(q) of the Credit Agreement, pursuant
              to which an Event of Default occurs if at any time the Key
              Shareholder Groups or any one or more of the members thereof
              shall cease to Beneficially Own in the aggregate at least 20% of
              the outstanding Voting Stock of the Borrower, is waived to the
              extent required to permit the Merger and to otherwise consummate
              the Transaction.

                   (h)      Section 8.01(r) of the Credit Agreement, pursuant
              to which an Event of Default occurs if any change in Beneficial
              Ownership of the outstanding shares of Voting Stock of the
              Borrower shall occur necessitating any consent of the
              shareholders or directors of any Investment Company and such
              consent is not obtained in a timely manner, or with respect to
              the Management Contracts, the consents relating to 90% thereof
              are not obtained with the statutory period necessary to prevent
              the termination thereof, is waived to the extent required to
              permit the Merger and to otherwise consummate the Transaction.

                   (i)      Section 13 of the B Share Collateral Agreement,
              which provides that the Borrower shall not, except pursuant to a
              Securitization Program, (i) sell, assign (by operation of law or
              otherwise) or otherwise dispose of, or grant any option with
              respect to, any of the Collateral or (ii) create or suffer to
              exist any Lien upon or with respect to any of the Collateral
              except the pledge, assignment and security interest created by
              the B Share Collateral Agreement, is waived to the extent
              required to permit the Transfer and to otherwise consummate the
              Transaction.

       SECTION 2. Amendments to Credit Agreement.  The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 4(a), hereby amended as follows:

                   (a)      Section 1.01 and the definition of "Net Income" is
              amended by deleting the paragraph in its entirety and adding the
              following:
<PAGE>   4
                                       4

             "Net Income" means, with respect to any period, the net income of 
             the Borrower and its Subsidiaries for such period, all determined 
             in accordance with GAAP on a Consolidated basis, provided, that 
             there shall be excluded (a) all extraordinary gains or losses 
             (less all fees and expenses relating thereto), (b) any gain or 
             loss, net of taxes, realized upon the termination of any employee 
             pension benefit plan, (c) the income of any Person accrued prior to
             the date it becomes a Subsidiary or is merged into or consolidated
             with the Borrower and its Subsidiaries, (d) the income of any 
             Person (other than a Subsidiary) in which the Borrower and its 
             Subsidiaries has an ownership interest, except to the extent that 
             any such income has been actually received by the Borrower and its
             Subsidiaries in the form of dividends or similar distributions, (e)
             gains or losses (less all fees and expenses relating thereto) in 
             respect of dispositions of assets other than in the ordinary 
             course of business and (f) the net income of any Subsidiary to the
             extent that the declaration of dividends or similar distributions 
             by that Subsidiary of that income is not at the time permitted, 
             directly or indirectly, by operation of the terms of its charter 
             or any agreement, instrument, judgment, decree, order, statute,
             rule or governmental regulations applicable to that Subsidiary or 
             its shareholders.

                    (b)      Section 1.01 and the definition of "Permitted 
             Investments" is amended by deleting the phrase that begins with
             ", provided" in subsection (i) and ends with "at any time".

                    (c)      Section 3.01(c) is amended by substituting 
             "$3,000,000" for "$5,000,000".


                    (d)      Section 7.05(a)(2)(A) is amended by deleting 
             subsection (A), by changing December 31, 1995 to November 3,
             1993 in subsection (B) and by changing each reference in
             subsections (C), (D), (E) and (F) from "the Effective Date" to
             "November 3, 1993".

                    (e)      Section 7.20 is amended by deleting "(i)" in the 
             first line, by substituting "Section 7.20." for " clause
             7.20(i);" and by deleting clause (ii) in its entirety.

                    (f)      Section 8.01(f) is amended by substituting 
             "$5,000,000" for "1,000,000".

                    (g)      Section 8.01(h) is amended by substituting 
             "$5,000,000" for "$1,000,000".
<PAGE>   5
                                       5

       SECTION 3. Further Amendments Upon Consummation of Transaction.  When,
and only when, on or before March 3, 1997 the Transaction is consummated, and
subject to the satisfaction of the conditions precedent set forth in Section
4(b), the Credit Agreement is hereby further amended as follows:

                   (a)      The recital of the parties is amended by
              substituting "A I M Management Acquisition Corp. " for "A I M
              Management Group Inc.  ".

                   (b)      Section 7.03 is amended by deleting "and" at the
              end of subsection (j), deleting the period at the end of
              subsection (k) and substituting therefor "; and" and by adding to
              the end of Section 7.03 a new subsection (l), to read as follows:

                          (1)      the Borrower and AIM Advisors may become and
                     remain liable with respect to guaranties of the
                     indebtedness of INVESCO PLC under that certain Credit
                     Agreement dated as of February 13, 1997 (the "INVESCO
                     Credit Agreement") among INVESCO PLC, as borrower,
                     Citibank and NationsBank, N.A. ("NationsBank") as agents,
                     the lenders and co-agents parties thereto and NationsBank,
                     as funding agent; provided, however, that any such
                     guaranties by AIM Advisors shall contain no terms more
                     favorable to the beneficiaries thereof than those set
                     forth in the AIM Guaranties.

                   (c)    Section 8.01(p) is amended by deleting the paragraph 
              and by adding a new subsection (p) to read as follows:

                            (p)    (i) Any Person or two or more Persons acting
                     in concert shall have acquired beneficial ownership
                     (within the meaning of Rule 13d-3 of the Securities and
                     Exchange Commission under the Securities Exchange Act of
                     1934), directly or indirectly, of Voting Stock of INVESCO
                     PLC or the Borrower, as the case may be, (or other
                     securities convertible into such Voting Stock)
                     representing 20% or more of the combined voting power of
                     all Voting Stock of INVESCO PLC or the Borrower, as the
                     case may be; or (ii) during any period of up to 24
                     consecutive months, commencing after the date of this
                     Agreement, individuals who at the beginning of such 24-
                     month period were directors of INVESCO PLC or the
                     Borrower, as the case may be, shall cease for any reason
                     to constitute a majority of the board of directors of
                     INVESCO PLC or the Borrower, as the case may be (except,
                     in the cases of clauses (i) and (ii), in connection with
                     the Merger or pursuant to the Merger Agreement and the
                     Voting Agreement dated as of November 4, 1996 among
                     INVESCO PLC and the other parties named therein);

                   (d)    Section 8.01(q) is amended by deleting the paragraph 
              in its entirety.
<PAGE>   6
                                       6

                     (e)    Section 8.01(r) is amended by deleting the
              paragraph in  its  entirety.

                     (f)    Section 8.01(s) is amended by substituting "(q)"
              for "(s)", deleting the paragraph in its entirety and adding the
              following:

                          Any ERISA Event shall have occurred with respect to a
                     Plan, or any Loan Party or any ERISA Affiliate shall have
                     incurred or be reasonably expected to incur liability
                     under Section 4064 or 4069 of ERISA and the sum
                     (determined as of the date of occurrence of such ERISA
                     Event) of the Insufficiency of such Plan and the
                     Insufficiency of any and all other Plans with respect to
                     which an ERISA Event shall have occurred and then exist
                     (or the liability of the Loan Parties and the ERISA
                     Affiliates incurred or expected to be incurred with
                     respect to Section 4064 or 4069 of ERISA or related to
                     such ERISA Event) exceeds $10,000,000; or


                     (g)    Section 8.01(t) is amended by substituting "(r)"
              for "(t)".


                     (h)    Section 8.01(u) is amended by substituting "(s)"
              for "(u)", deleting the paragraph in its entirety and adding the
              following:

                          Any Loan Party or any ERISA Affiliate shall have been
                     notified by the sponsor of a Multiemployer Plan that it
                     has incurred Withdrawal Liability to such Multiemployer
                     Plan in an amount that, when aggregated with all other
                     amounts required to be paid to Multiemployer Plans by the
                     Loan Parties and the ERISA Affiliates as Withdrawal
                     Liability (determined as of the date of such
                     notification), exceeds $10,000,000 or requires payments
                     exceeding $2,500,000 per annum; or


                   (i)      Section 8.01(v) is amended by substituting "(t)"
              for "(v)", deleting the paragraph in its entirety and adding the
              following:

                          Any Loan Party or any ERISA Affiliate shall have been
                     notified by the sponsor of a Multiemployer Plan that such
                     Multiemployer Plan is in reorganization or is being
                     terminated, within the meaning of Title IV of ERISA, and
                     as a result of such reorganization or termination the
                     aggregate annual contributions of the Loan Parties and the
                     ERISA Affiliates to all Multiemployer Plans that are then
                     in reorganization or being terminated have been or will be
                     increased over the amounts contributed to such
                     Multiemployer Plans for the plan years of such
                     Multiemployer Plans immediately preceding
<PAGE>   7
                                       7

                     the plan year in which such reorganization or termination
                     occurs by an amount exceeding $10,000,000;


                     0)     Section 1.02 is amended by deleting the definitions
              of "ERISA Affiliate", "ERISA Event", "Multiemployer Plan",
              Multiple Employer Plan". "Single Employer Plan" and "Welfare Plan"
              and adding the following definitions:

                          "ERISA Affiliate" means any Person that for purposes
                     of Title IV of ERISA is a member of any Loan Party's
                     controlled group, or under common control with any Loan
                     Party, within the meaning of Section 414 (b) or (c) of the
                     Internal Revenue Code or, for purposes of Sections
                     412(c)(ii) and 412(u) of the Internal Revenue Code, under
                     Section 414(m) or (o) of the Internal Revenue Code.

                          "ERISA Event" means (a) (i) the occurrence of a
                     reportable event, within the meaning of Section 4043 of
                     ERISA, with respect to any Plan unless the 30-day notice
                     requirement with respect to such event has been waived by
                     the PBGC, or (ii) at the time when the requirements of
                     subsection (1) of Section 4043(b) of ERISA (without regard
                     to subsection (2) of such Section) are applicable to any
                     Loan Party or any ERISA Affiliate, an event described in
                     paragraph (9), (10), (11), (12) or (13) of Section 4043(c)
                     of ERISA is reasonably expected to occur with respect to a
                     Plan within the following 30 days; (b) the filing by any
                     Loan Party or any ERISA Affiliate of an application for a
                     minimum funding waiver with respect to a Plan; (c) the
                     provision by the administrator of any Plan of a notice of
                     intent to terminate a Plan pursuant to Section 4041(a)(2)
                     of ERISA (including any such notice with respect to a plan
                     amendment referred to in Section 4041(e) of ERISA); (d) the
                     cessation of operations at a facility of any Loan Party or
                     any ERISA Affiliate in the circumstances described in
                     Section 4062(e) of ERISA; (e) the withdrawal by any Loan
                     Party or any ERISA Affiliate from a Multiple Employer Plan
                     during a plan year for which it was a substantial employer,
                     as defined in Section 4001(a)(2) of ERISA; (f) the
                     conditions for the imposition of a lien under Section
                     302(f) of ERISA on the assets of any Loan Party or any
                     ERISA Affiliate shall have been met with respect to any
                     Plan; (g) the adoption of an amendment to a Plan requiring
                     any Loan Party or any ERISA Affiliate to provide security
                     to such Plan pursuant to Section 307 of ERISA; or (h) the
                     institution by the PBGC of proceedings to terminate a Plan
                     pursuant to Section 4042 of ERISA, or the occurrence of any
                     event or condition described in Section 4042 of ERISA that
                     constitutes grounds for the termination of, or the
                     appointment of a trustee to administer, a Plan; provided,
                     however, that the event or condition set forth in Section
                     4042(a)(4) of ERISA shall be an ERISA
<PAGE>   8
                                       8

                     Event only if the PBGC has notified any Loan Party or any
                     ERISA Affiliate that it has made a determination under
                     such section or that it is considering termination of a
                     Plan on such grounds.

                          "Multiemployer Plan" means a multiemployer plan, as
                     defined in Section 4001(a)(3) of ERISA, to which any Loan
                     Party or any ERISA Affiliate is making or accruing an
                     obligation to make contributions, or has within any of the
                     preceding five plan years made or accrued an obligation to
                     make contributions.

                          "Multiple Employer Plan" means a single employer
                     plan, as defined in Section 4001(a)(15) of ERISA, that is
                     maintained for current or former employees of any Loan
                     Party or any ERISA Affiliate and at least one Person other
                     than such Loan Party and the ERISA Affiliates.

                          "Single Employer Plan" means a single employer plan,
                     as defined in Section 4001(a)(15) of ERISA, that is
                     maintained for employees of any Loan Party or any ERISA
                     Affiliate and no Person other than any Loan Party and the
                     ERISA Affiliates.

                     (m)    Section 6.13 is amended by deleting the paragraph
              in its entirety and adding the following:

                     SECTION 6.13. Compliance with ERISA. (i) No ERISA Event
                     has occurred or is reasonably expected to occur with
                     respect to any Plan that has resulted in or is reasonably
                     expected to result in a Material Adverse Effect; (ii)
                     Schedule B (Actuarial Information) to the most recent
                     annual report (Form 5500 Series) required to be filed for
                     each Plan, copies of which have been filed with the
                     Internal Revenue Service and, with respect to each Plan
                     whose funded current liability percentage (as defined in
                     Section 302(d)(8) of ERISA) is less than 100%, furnished
                     to the Lenders, is complete and accurate and fairly
                     presents the funding status of such Plan, and since the
                     date of such Schedule B there has been no material adverse
                     change in such funding status; (iii) neither any Loan
                     Party nor any ERISA Affiliate has incurred or is
                     reasonably expected to incur (A) any liability under
                     Section 4064 or 4069 of ERISA or (B) any Withdrawal
                     Liability to any Multiemployer Plan that has resulted or
                     would be reasonably likely to result in a Material Adverse
                     Effect; (iv) neither any Loan Party nor any ERISA
                     Affiliate has been notified by the sponsor of a
                     Multiemployer Plan that such Multiemployer Plan is in
                     reorganization or has been terminated, within the meaning
                     of Title IV of ERISA, and, to the best knowledge of any
                     Loan Party or any ERISA Affiliate,
<PAGE>   9
                                       9

                     no such Multiemployer Plan is reasonably expected to be in
                     reorganization or to be terminated, within the meaning of
                     Title IV of ERISA.

                     (n)    Section 7.18(f) is amended by deleting the
              paragraph in its entirety and adding the following:

                            (f)    ERISA. (i)(A) promptly and in any event
                     within 10 days after any Loan Party or any ERISA Affiliate
                     knows or has reason to know that (1) any ERISA Event has
                     occurred which could result in a material liability of any
                     Loan Party or any ERISA Affiliate, or (2) any Loan Party
                     or any ERISA Affiliate has incurred or is reasonably
                     expected to incur liability under Section 4064 or 4069 of
                     ERISA, a statement of the chief financial officer of the
                     Borrower describing such ERISA Event and the circumstances
                     giving rise to, and the amount of such liability, and the
                     action, if any, that such Loan Party or such ERISA
                     Affiliate has taken and proposes to take with respect
                     thereto and (B) on the date any records, documents or
                     other information must be furnished to the PBGC with
                     respect to any Plan pursuant to Section 4010 of ERISA, a
                     copy of such records, documents and information; (ii)
                     promptly and in any event within two Business Days after
                     receipt thereof by any Loan Party or any ERISA Affiliate,
                     copies of each notice from the PBGC stating its intention
                     to terminate any Plan or to have a trustee appointed to
                     administer any Plan; (iii) promptly and in any event
                     within 30 days after the filing thereof with the Internal
                     Revenue Service, copies of each Schedule B (Actuarial
                     Information) to the annual report (Form 5500 Series)
                     required to be filed with respect to each Plan whose
                     funded current liability percentage (as defined in Section
                     302(d)(8) of ERISA) is less than 100%; (iv) promptly and
                     in any event within five Business Days after receipt
                     thereof by any Loan Party or any ERISA Affiliate from the
                     sponsor of a Multiemployer Plan, copies of each notice
                     concerning (A) the imposition on any Loan Party or any
                     ERISA Affiliate of Withdrawal Liability by any such
                     Multiemployer Plan, (B) the reorganization or termination,
                     within the meaning of Title IV of ERISA, of any such
                     Multiemployer Plan or (C) the amount of liability
                     incurred, or that may be incurred, by any Loan Party or
                     any ERISA Affiliate in connection with any event described
                     in clause (A) or (B);

       SECTION 4. Conditions of Effectiveness.  The effectiveness of this
Amendment is conditioned upon the accuracy of the factual matters described
herein.  This Amendment is subject to the provisions of Section 10.01 of the
Credit Agreement.

       (a)    Sections 1 and 2 of this Amendment shall become effective as of
the date first above written when, and only when, the Administrative Agent
shall have received
<PAGE>   10
                                       10

counterparts of this Amendment executed by the Borrower and the Required
Lenders or, as to any of the Lenders, advice satisfactory to the
Administrative Agent that such Lender has executed this Amendment and the
Administrative Agent shall have additionally received counterparts of all of
the following documents, each such document dated the date of receipt thereof
by the Administrative Agent (unless otherwise specified) and in sufficient
copies for each Lender, in form and substance satisfactory to the
Administrative Agent (unless otherwise specified):

       (1)  The Consent appended hereto (the "Consent"), executed by the
Guarantor.

       (2)  A certificate signed by a duly authorized officer of the Borrower
stating that:

               (i)  The representations and warranties contained in Section 5
are correct on and as of the date of such certificate as though made on and as
of such date; and

               (ii) No event has occurred and is continuing that constitutes a
Default.

       (b)    Section 3 of this Amendment shall become effective as of the date
of the consummation of the Merger when, and only when, in addition to the
satisfaction of the conditions set forth in subsection (a) above, the
Transaction is consummated and the Administrative Agent shall have additionally
received counterparts of all of the following documents, each such document
dated the date of receipt thereof by the Administrative Agent (unless otherwise
specified) and in sufficient copies for each Lender, in form and substance
satisfactory to the Administrative Agent (unless otherwise specified):

                     (1)    Certified copies of (i) the resolutions of the
              Board of Directors of (A) the Borrower approving the Merger and
              the matters contemplated hereby and thereby and (B) New AIM
              approving this Amendment, the Contribution Agreement and the
              matters contemplated hereby and thereby and (ii) all documents
              evidencing other necessary corporate action and governmental
              approvals, if any, with respect to this Amendment, the
              Contribution Agreement, the Merger, and the matters contemplated
              hereby and thereby.

                     (2)    A certificate of the Secretary or an Assistant
              Secretary of New AIM certifying the names and true signatures of
              the officers of New AIM authorized to sign the Assignment
              Agreement.
<PAGE>   11
                                       11

                     (3)    The Contribution Agreement, executed by Newco and
              New AIM.

                     (4)    A favorable opinion or opinions of Ballard Spahr
              Andrews & Ingersoll, counsel for the Borrower, to the effect that
              this Amendment has been duly executed and delivered by the
              Borrower and that the Loan Documents under which New AIM is
              assuming the Borrower's Obligations as amended hereby are the
              legal, valid and binding obligations of New AIM, enforceable in
              accordance with their respective terms.

                     (5)    A certificate signed by a duly authorized officer 
              of New AIM stating that:

                     The representations and warranties contained in Section 4
              of the Contribution Agreement are correct on and as of the date
              of such certificate as though made on and as of such date; and

                            (ii)   No event has occurred and is continuing that
                     constitutes a Default.


       SECTION 5. Representations and Warranties.  The Borrower represents and
warrants as follows:

       (a)    It is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction indicated in the recital of parties
to this Amendment.

       (b)    The execution, delivery and performance by it of this Amendment
and the Loan Documents, as amended hereby, to which it is or is to be a party,
and the consummation of the transactions contemplated hereby, are within its
corporate powers, have been duly authorized by all necessary corporate action
and do not (i) contravene its charter or by-laws, (ii) violate any Requirement
of Law (including Regulation X of the Board of Governors of the Federal Reserve
System), (iii) conflict with or result in the breach of, or constitute a
default under, any contract, loan agreement, indenture, mortgage, deed of
trust, lease or other instrument binding on or affecting it, any of its
Subsidiaries or any of their properties or (iv) except for the Liens created
under the Collateral Documents, result in or require the creation or imposition
of any Lien upon or with respect to any of the properties of it or any of its
Subsidiaries.

       (c)    No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body or any other
third party is required for the due execution, delivery or performance by it of
this Amendment or
<PAGE>   12
                                       12

any of the Loan Documents, as amended hereby, to which it is a party, except
for the filing of a Certificate of Merger with the Delaware Secretary of State
and the filing of any financing statement in connection with the Transaction
with the Texas Secretary of State.

       (d)    This Amendment has been duly executed and delivered by it.  This
Amendment and each of the other Loan Documents, as amended hereby, to which it
is a party are its legal, valid and binding obligations, enforceable against it
in accordance with their respective terms.

       (e)    There is no action, suit, investigation, litigation or proceeding
affecting it or any of its Subsidiaries (including, without limitation, any
Environmental Action) pending or threatened before any court, governmental
agency or arbitrator that (i) could have a Material Adverse Effect or (ii)
purports to affect the legality, validity or enforceability of this Amendment
or any of the other Loan Documents, as amended hereby, or the consummation of
any of the transactions contemplated hereby.

       (f)    There has been no material adverse change in the business,
condition (financial or otherwise), operations, performance, properties or
prospects of the Borrower and its Subsidiaries taken as a whole since December
31, 1995 or since September 30, 1996.

       SECTION 6.    Reference to and Effect on the Loan Documents. (a) On and
after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended by this Amendment.

       (b)    The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Amendment, are and shall continue to
be in full force and effect and are hereby in all respects ratified and
confirmed.  Without limiting the generality of the foregoing, the Collateral
Documents and all of the Collateral described therein do and shall continue to
secure the payment of all Obligations of the Loan Parties under the Loan
Documents, in each case as amended by this Amendment.

       (c)    The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
<PAGE>   13
                                       13

       SECTION 7. Costs and Expenses.  The Borrower agrees to pay on demand all
reasonable costs and expenses of the Administrative Agent in connection with
the preparation, execution, delivery and administration, modification and
amendment of this Amendment (including, without limitation, the reasonable fees
and expenses of counsel for the Administrative Agent) in accordance with the
terms of Section 10.04 of the Credit Agreement.

       SECTION 8. Execution in Counterparts.  This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same
agreement.  Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.

       SECTION 9. Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
<PAGE>   14
                                       14

       IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.


                                   BORROWER



                                   A I M MANAGEMENT GROUP INC.,
                                     as Borrower



                                   By     /s/ ROBERT H. GRAHAM      
                                          -------------------------------------
                                          Name: Robert H. Graham
                                          Title: President


                                   ADMINISTRATIVE AGENT AND LENDER


                                   CITIBANK, N.A.,
                                     as Administrative Agent and Lender


                                   By     /s/ DAVID D. DODGE        
                                          -------------------------------------
                                          Name: David D. Dodge
                                          Title: Managing Director
                                                 ATTORNEY-IN-FACT


                                   CO-AGENTS AND LENDERS


                                   THE BANK OF NEW YORK


                                   By     ILLEGIBLE                 
                                          -------------------------------------
                                          Name:
                                          Title: V.P.
<PAGE>   15
                                       15

                                   BANQUE NATIONALE DE PARIS


                                   By     /s/ WILLIAM SHAHEEN          
                                          -------------------------------------
                                          Name: William Shaheen
                                          Title: Vice President


                                   By     /s/ LAURENT VANDERZYPPE
                                          -------------------------------------
                                          Name: Laurent Vanderzyppe
                                          Title: Assistant Vice President



                                   THE CHASE MANHATTAN BANK


                                   By     /s/ ROGER A. PARKER     
                                          -------------------------------------
                                          Name: Roger A. Parker
                                          Title: Vice President



                                   CREDIT LYONNAIS, SAN FRANCISCO
                                   BRANCH


                                   By     /s/ EDWARD W. LEONG     
                                          -------------------------------------
                                          Name: EDWARD W. LEONG
                                          Title: VICE PRESIDENT & MANAGER



                                   DEUTSCHE BANK AG, NEW YORK
                                   BRANCH


                                   By     /s/ INDRA KISH    NICOLE HOLZAPFEL   
                                          -------------------------------------
                                          Name: Indra Kish  Nicole Holzapfel
                                          Title: Associate  Associate
<PAGE>   16
                                       16

                                   THE FIRST NATIONAL BANK OF BOSTON


                                   By     /s/ DEIRDRE HOLLAND COBERY
                                          -------------------------------------
                                          Name: Deirdra Holland Cobery
                                          Title: Vice President



                                   FLEET NATIONAL BANK


                                   By     /s/ ANSON T. HARRIS        
                                          -------------------------------------
                                          Name: Anson T. Harris
                                          Title: Assistant Vice President



                                   MELLON BANK, N.A.


                                   By     /s/ SUSAN M. WHITEWOOD    
                                          -------------------------------------
                                          Name: Susan M. Whitewood
                                          Title: Asst. Vice President



                                   NATIONSBANK, N.A. (SOUTH)


                                   By     /s/ BETTY E. REED         
                                          -------------------------------------
                                          Name: Betty E. Reed
                                          Title: Senior Vice President



                                   STATE STREET BANK AND TRUST
                                   COMPANY


                                   By     EDWARD A. SIEGEL
                                          -------------------------------------
                                          Name: Edward A. Siegel
                                          Title: Assistant Vice President
<PAGE>   17
                                       17

                                   UNION BANK OF CALIFORNIA, N.A.
                                   
                                   
                                   By     /s/    DAVID C. HANTS         
                                          -------------------------------------
                                          Name: DAVID C. HANTS
                                          Title: VICE-PRESIDENT
                                   
                                   
                                   
                                   LENDERS
                                   
                                   ABN AMRO BANK N.V., NEW YORK
                                   BRANCH
                                   
                                   
                                   By     /s/ STELLA MILANO            
                                          -------------------------------------
                                          Name: Stella Milano
                                          Title: Group Vice President
                                   
                                   
                                   By     /s/ VICTOR FENNON           
                                          -------------------------------------
                                          Name: VICTOR FENNON
                                          Title: VICE PRESIDENT
                                   
                                   
                                   
                                   SOCIETE GENERALE, NEW YORK
                                   BRANCH
                                   
                                   
                                   By     /s/ D.E. LITTLEFIELD      
                                          -------------------------------------
                                          Name: D.E. LITTLEFIELD
                                          Title: Vice President &
                                                 Manager

<PAGE>   1

                                                                   EXHIBIT 10.34

                                    CONSENT

                                        Dated as of February 13, 1997


         The undersigned A I M Advisors, Inc., a Delaware corporation, as
Guarantor under the Guaranty dated June 26,1996 (the "Guaranty") in favor of
the Administrative Agent for its benefit and the benefit of the Lenders parties
to the Credit Agreement referred to in the foregoing Amendment, hereby consents
to such Amendment and hereby confirms and agrees that notwithstanding the
effectiveness of such Amendment, the Guaranty is, and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects,
except that, on and after the effectiveness of such Amendment, each reference
in the Guaranty to the "Credit Agreement", "thereunder", "thereof" or words of
like import shall mean and be a reference to the Credit Agreement, as amended
by such Amendment.


                                          A I M ADVISORS, INC.
                                          
                                          
                                          
                                          By  /s/ ROBERT H. GRAHAM 
                                              --------------------------------
                                              Name: Robert H. Graham
                                              Title: President

<PAGE>   1
                                                                   EXHIBIT 10.44


December 3, 1996

Ms. Dawn Hawley
Mr. David E. Hessel
AIM Management Group Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173


         RE: Purchase and Sale Agreement among AIM Management Group Inc., as
         Seller, Citibank, N.A. as Purchaser, and Citicorp North America, Inc.,
         as Program Agent dated as of May 2, 1995 as amended as of December 6,
         1995, and June 26, 1996, (the "Purchase Agreement").


Citicorp North America, Inc., as Program Agent, and Citibank, N.A., the
Purchaser, are pleased to inform you that both have approved a new Termination
Date, as defined in the Purchase Agreement referenced above.

Effective December 4, 1996, the Program Agent and the Purchaser agree to extend
the Termination Date to May 31, 1997.

Please acknowledge this extension by signing and returning a copy of this
letter.

                                        CITICORP NORTH AMERICA, INC.
                                
                                
                                        By:     ILLEGIBLE             
                                                ----------------------
                                                Vice President
                                
                                
                                        CITIBANK, N.A.
                                
                                
                                        By:     ILLEGIBLE             
                                                ----------------------
                                                Attorney-in-Fact
                                
                                
Acknowledged by:                

AIM MANAGEMENT GROUP INC.


By:      /s/ DAWN M. HAWLEY
         -----------------------
         Title:

<PAGE>   1
                                                                   EXHIBIT 10.47



                              EMPLOYMENT AGREEMENT

               This Employment Agreement is made and entered into as of the
fourth day of November, 1996 between A I M Management Group Inc., a Delaware
corporation (the "Company"), INVESCO PLC, a public company incorporated under
the laws of England, to be known as AMVESCO PLC following the Merger, as
defined below ("INVESCO"), and Charles T. Bauer, a resident of Texas ("Global
Partner").

               WHEREAS, the Company desires to employ Global Partner in
accordance with the terms and conditions hereinafter set forth, and Global
Partner desires to accept employment with the Company on the terms and
conditions hereinafter set forth;

               WHEREAS, pursuant to the Agreement and Plan of Merger among the
Company, INVESCO and INVESCO Group Services Inc., dated as of November 4, 1996
(the "Merger Agreement"), the Company proposes to become a member of a group of
related companies (collectively, the "AMVESCO Group") effective upon a business
combination between INVESCO and the Company through a merger of the Company
into and with a wholly-owned subsidiary of INVESCO (the "Merger");

               WHEREAS, a condition precedent to the Merger is that Global
Partner enter into this Employment Agreement;

               WHEREAS, Global Partner acknowledges that the proprietary
customer, operations, investment, investment technique, financial and business
information that has been learned and will be learned about the business of the
Company and/or the AMVESCO Group could be used to harm the interests of the
Company and/or the AMVESCO Group or compete unfairly with the Company and/or
the AMVESCO Group and could also be of great value to the competitors of the
Company and/or the AMVESCO Group; and

               WHEREAS, Global Partner further acknowledges that such
proprietary customer, operations, investment, investment technique, financial
and business information has been developed and will be developed during the
course of Global Partner's employment with the Company through the expenditure
by the Company or other entities in the AMVESCO Group of substantial effort,
time and money.

               NOW, THEREFORE, for and in consideration of the mutual covenants
and agreements hereinafter set forth and other good and valuable consideration,
the receipt, adequacy and sufficiency of which are hereby acknowledged, the
parties hereto covenant and agree as follows:

               1.    Employment and Duties. (a) Commencing at the effective
time of the Merger (the "Commencement Date"), the Company agrees to employ
Global Partner as Vice
<PAGE>   2
Chairman of the Company and INVESCO agrees to appoint Global Partner as Vice
Chairman of the Board of Directors of INVESCO (the "Employment").  During the
term of this Agreement, Global Partner agrees to be a full-time employee of the
Company and INVESCO and to devote full time, energy and skill to the business
of the Company and the AMVESCO Group.

               (b)   Notwithstanding Global Partner's full time Employment,
Global Partner may participate in industry groups such as the ICI and may
engage in personal investment activity (either alone or together with the other
Senior AIM Executives (as defined in Exhibit B. Part I)), charitable work, and,
subject to the prior written approval of the Board of Directors of INVESCO,
other business activity.  Global Partner will not, however, engage in any
business or activity that is competitive with the activity of the Company or
the AMVESCO Group, or will result in any violation of those of the Company's
policies that have been communicated in writing to Global Partner or in a
conflict of interest with the Company and the business of the Company and the
AMVESCO Group or with the duties of the AMVESCO Group to its clients, or
materially affect Global Partner's ability to perform his or her duties under
this Agreement.

               2.    Compensation and Benefits.  Global Partner shall be
entitled during the term of his Employment to the compensation and benefits set
forth at Exhibit A--Part I to this Agreement.  Exhibit A may be amended from
time to time, such amended or replacement Exhibit A to take effect when signed
by the Company, INVESCO and Global Partner.

               3.    Place of Employment.  Global Partner's place of employment
shall be with the Company in Houston, Texas (except for ordinary business
related travel outside of such area).

               4.    Termination of Employment. (a) By the Company without
Cause or By Global Partner on Notice.  Except as provided in this Section and
except as may be agreed to in writing by the parties hereto, (i) Global
Partner's Employment may be terminated by the Company and INVESCO for any
reason at any time prior to the fourth anniversary of the Commencement Date
(the "Fourth Anniversary") effective immediately upon sending notice of such
termination by the Company to Global Partner and (ii) on or after the Fourth
Anniversary, Global Partner's Employment may be terminated by the Company,
INVESCO or Global Partner for any reason effective as of a date one year after
receipt of notice of such termination by the other parties, it being understood
that the Company, INVESCO or Global Partner may deliver such one year's notice
of termination under clause (ii) hereof at any time following the third
anniversary of the Commencement Date.

               (b)   By the Company with Cause.  Subject to Section 4(h) hereof
in the case of a termination pursuant to the following clause (i), the Company
and INVESCO may





                                       2
<PAGE>   3
terminate Global Partner's Employment under this Agreement immediately by
notice in writing if at any time during the term of this Agreement, Global
Partner: (i) shall be in continuing material breach, which is not cured within
30 days of receipt by Global Partner of written notice thereof from the Chief
Executive Officer of INVESCO, of any material term of this Agreement or the
written policies or procedures of the Company or the AMVESCO Group which are
applicable to and made known to Global Partner in writing and which are
required by law or established to maintain compliance with applicable law or
the Code of Ethics applicable to the Individual Services Group (as defined in
Exhibit B, Part II to this Agreement) (the "ISG"); (ii) shall be guilty of or
any act of fraud, dishonesty, embezzlement, theft, misappropriation or similar
conduct or other financial crime against the AMVESCO Group or any of its
constituent companies or any client of the AMVESCO Group (other then arising by
an inadvertent error in connection with an expense reimbursement by Global
Partner); (iii) shall be convicted of any felony or shall enter a plea of nolo
contendere to a felony; or (iv) shall engage in any act or omission which
substantially or materially violates the requirements or prohibitions of any
securities law or any governmental entity or agency which is not cured within
30 days of receipt by Global Partner of written notice thereof from the Chief
Executive Officer of INVESCO; provided that any such notice shall be delivered
to Global Partner not more than 60 days after an executive officer of INVESCO
(other than Global Partner) first knows of the occurrence of such event.

               (c)   By Global Partner for Good Reason.  Subject to Section
4(h) hereof, Global Partner may terminate his Employment hereunder prior to the
Fourth Anniversary for Good Reason which is defined in Exhibit B, Part I to
this Agreement.

               (d)   Termination of Employment Because of Death or Disability.
Global Partner's Employment shall be terminated as a result of his or her death
or, immediately on notice by the Company to such effect, his or her physical or
mental disability due to accident or illness which prevents Global Partner for
a period of six consecutive months, from performing the essential duties of the
position he holds at that time with reasonable accommodation as determined by
INVESCO, based on the advice of a mutually acceptable physician.

               (e)   Payments and Obligations on Termination.  In the event of
a termination of Global Partner's Employment effective at any time prior to the
Fourth Anniversary by the Company or INVESCO, other than pursuant to Section
4(b) or 4(d), or in the event of termination of Global Partner's Employment
effective at any time prior to the Fourth Anniversary by Global Partner
pursuant to Section 4(c), Global Partner shall be entitled to receive continued
payments of his minimum salary and bonus as specified in Exhibit A, Part II
until the later of the Fourth Anniversary or the first anniversary of
termination of Employment and all other obligations of the Company and INVESCO
hereunder (other than those in Section 4(f)) shall terminate immediately.
Global Partner shall be under no obligation to accept any employment during the
period for which Global Partner receives





                                       3
<PAGE>   4
such continued salary and bonus payments hereunder or to otherwise attempt to
mitigate the payment of such amounts by the Company and the Company and INVESCO
waive any right to allege that Global Partner has any duty to mitigate the
payment of such amounts.  In the event of a termination of Employment pursuant
to Section 4(d), Global Partner (or his or her estate) shall be entitled to
receive his or her minimum salary as set forth in Exhibit A, Part II for a
period of three months following such termination and all other obligations of
the Company hereunder (other than those in Section 4(f)) shall terminate
immediately.  In the event of any other termination of Employment, all
obligations of the Company and INVESCO (other than those in Section 4(f)) shall
immediately terminate on the effective date of such termination.  In the event
of any termination of Employment (other than due to the death of Global
Partner), the obligations of Global Partner under Sections 5, 6, 7, 8 and 9
hereof shall continue in full force and effect for the period specified in each
such Section.  In the event of a termination of the Employment by Global
Partner for Good Reason pursuant to Section 4(c), the Global Partner shall have
the right to terminate all (but not less than all) of his rights and
obligations under the Voting Agreement (as defined in Exhibit B, Part I) as of
the effective date of such termination of Global Partner's employment, such
right to expire if not exercised within 60 days following the effective date of
such termination of employment.

               (f)   Other Payments.  Any unpaid salary that has accrued
through the date on which Employment is terminated will be paid to Global
Partner upon the termination date or, if Global Partner has given notice (of
such termination, on the next regular pay date.  Any unpaid bonuses which were
awarded prior to the date of termination of Employment will be paid within a
reasonable time.  In the event of any termination of Global Partner's
Employment pursuant to Section 4(a), Section 4(c) or Section 4(d), any unpaid
deferred bonuses which were awarded prior to the date of termination of
Employment will be paid within a reasonable time.  In the event of a
termination under Section 4(d) disability or death benefits paid under any
insurance plan which may be maintained by the Company or INVESCO for Global
Partner will be paid to Global Partner or his estate.  Following a notice of
termination of Employment, the parties may, but are not obligated to, enter
into an agreement establishing transition compensation and employee obligations
which differ from those provided by this Agreement.

               (g)   Options.  This Agreement does not pertain to or modify any
option plan or option agreement.

               (h)   Certain Procedures.

               (i)   Termination by Global Partner.  In the event that Global 
Partner asserts that he has the right to terminate the Employment for Good 
Reason pursuant to Section 4(c), the following procedures shall apply:





                                       4
<PAGE>   5
                     (A)    Global Partner will deliver written notice thereof
                     to the Company and to INVESCO, Attention: Chief Executive
                     Officer, setting forth in reasonable detail the facts and
                     circumstances Global Partner believes provide the basis
                     for such termination.

                     (B)    Such notice will constitute a request by Global
                     Partner that an arbitration proceeding be initiated
                     pursuant to Section 9(b) of this Agreement to determine
                     whether, in fact, Global Partner has the right to
                     terminate the Employment for Good Reason.

                     (C)    Notwithstanding any other provision of this
                     Agreement or any Exhibit hereto, until the entry of a
                     final judgment by a court of competent jurisdiction as
                     contemplated by Section 9(b) confirming that Global
                     Partner, in fact, has the right to terminate the
                     Employment for Good Reason, the parties hereto acknowledge
                     and agree that Global Partner's Employment shall not be
                     deemed terminated pursuant to Section 4(a) or 4(c).

                     (ii)     Termination by the Company and/or INVESCO.  In
               the event that the Company and/or INVESCO asserts that it has the
               right to terminate the Employment for Cause pursuant to clause
               (i) of Section 4(b), the following procedures shall apply:

                     (A)    The Company and/or INVESCO, as the case may be,
                     will deliver written notice thereof to Global Partner,
                     setting forth in reasonable detail the facts and
                     circumstances the Company and/or INVESCO believes provide
                     the basis for such termination.

                     (B)    Such notice will constitute a request by the
                     Company and/or INVESCO that an arbitration proceeding be
                     initiated pursuant to Section 9(b) of this Agreement to
                     determine whether, in fact, the Company and/or INVESCO has
                     the right to terminate the Employment for Cause.

                     (C)    Notwithstanding any other provision of this
                     Agreement or any Exhibit hereto, until the entry of a
                     final judgment by a court of competent jurisdiction as
                     contemplated by Section 9(b) confirming that the Company
                     and/or INVESCO, in fact, has the right to terminate the
                     Employment for Cause, the parties hereto acknowledge and
                     agree that Global Partner's Employment shall not be deemed
                     terminated pursuant to Section 4(a), 4(b) or 4(c).

                     (iii)    Global Partner agrees that pending the conclusion
               of any arbitration initiated pursuant to Section 4(h)(i) or
               4(h)(ii) and the entry of a final judgment by a court of
               competent jurisdiction as contemplated by Section 9(b), Global
               Partner will continue to carry out the duties of his Employment
               as set forth herein.  In addition,





                                       5
<PAGE>   6
               Global Partner, the Company and INVESCO each agree to use all
               reasonable efforts such that the pending disagreement between
               Global Partner and the Company and INVESCO will not adversely
               impact the business or operations of the Company or INVESCO or
               their respective employment, client or other business
               relationships, including, without limitation, reasonable efforts
               to keep the fact of such disagreement and the subject matter
               thereof as confidential as possible in the circumstances.

               5.    Confidentiality.  Global Partner agrees that both during
the term of this Agreement and after the termination of this Agreement, Global
Partner will hold in a fiduciary capacity for the benefit of the Company, and
will not directly or indirectly use or disclose (except as authorized in
writing by the Company) any "Confidential Information," as defined hereafter.
The term "Confidential Information" as used in this Agreement shall mean and
include any information, data and know-how relating to the business of the
Company or any member of the AMVESCO Group that is disclosed to Global Partner
by the Company (or a member of the AMVESCO Group) or known by him as a result
of his relationship with the Company or any member of the AMVESCO Group and not
generally within the public domain including, but not limited to, all
intellectual property and proprietary research developed by and/or known to
Global Partner during his Employment with the AMVESCO Group (including the
Company).  The term "Confidential Information" does not include information
that has become generally available to the public by act of one who has the
right to disclose such information through presentation or otherwise without
violating any right of the Company, any member of the AMVESCO Group or the
client to which such information pertains.

               6.    Right to Material; Return of Material.  Global Partner
agrees that all records, files, memoranda, data in machine readable form,
reports, fee lists, customer lists, drawings, plans, sketches, documents and
the like, relating to the business of the Company or any member of the AMVESCO
Group, including, but not limited to, all intellectual property and proprietary
research which Global Partner shall use or develop or come in contact with in
the course of or as the result of his employment with the Company or any member
of the AMVESCO Group shall remain the sole property of the Company and/or the
AMVESCO Group (as the case may be).

               Upon termination of Global Partner's employment with the Company
or INVESCO for any reason, Global Partner will deliver promptly to the Company
all materials, documents, plans, records, notes, drawings, designs or papers,
in whatever recorded form, and any copies thereof in Global Partner's
possession or control relating in any way to the business of the Company and/or
the AMVESCO Group, which at all times shall be the property of the Company.
Global Partner shall certify to the Company that any such data in machine
readable form has been removed from any computer personally owned by Global
Partner and all back up copies made by Global Partner have been destroyed.





                                       6
<PAGE>   7
               7.    Work for Hire Acknowledgment; Assignment.  Global Partner
acknowledges that all of Global Partner's work on and contributions to the
business of the Company and/or the AMVESCO Group, including, without
limitation, any and all investment decisions, models, processes and methodology
or any other contribution to such business (such as quantitative models,
designs, artwork and other expressions in any recorded form) (collectively, the
"Works") are within the scope of Global Partner's employment and are a part of
the services, duties and responsibilities of Global Partner.  All of Global
Partner's work on and contributions to the Works will be rendered and made by
Global Partner for, at the instigation of, and under the overall direction of
the Company, and all of Global Partner's said work and contributions, as well
as the Works, are and at all times shall be regarded as "work made for hire" as
that term is used in the United States Copyright Laws.  Global Partner also
acknowledges that investment decisions are a result of the Company's effort and
the performance or other "track" record of any mutual fund or other account is
a result of the Company effort and is the property of the Company and not of
Global Partner.  Without curtailing or limiting these acknowledgments, Global
Partner hereby assigns, grants and delivers exclusively to the Company all
rights, titles and interests in and to any such Works, and all copies and
versions, including all copyrights and renewals.  At any time upon request by
the Company, Global Partner will execute and deliver to the Company, or its
successors and assigns, such other and further assignments, instruments and
documents as the Company (or such successors or assigns) from time to time
reasonably may request for the purpose of establishing, registering,
evidencing, and enforcing or defending its complete, exclusive, perpetual and
worldwide ownership of all rights, titles, interests and copyrights, in and to
the Works, and Global Partner hereby constitutes and appoints the Company as
his agent and attorney-in-fact, with full power of substitution, to execute and
deliver such assignments, instruments or documents as Global Partner may fail
or refuse to execute and deliver, this power and agency being coupled with an
interest and being irrevocable.

               8.    No Solicitation and Non-Competition.  Global Partner will
not, (i) in the case of a termination of Global Partner's Employment for any
reason effective as of a date prior to the Fourth Anniversary, at any time
prior to the later of (x) the Fourth Anniversary or (y) the second anniversary
of the termination of Global Partner's Employment pursuant to this Agreement or
(ii) in the case of a termination of Global Partner's Employment for any reason
effective as of a date after the Fourth Anniversary, at any time prior to the
first anniversary of the date a notice of termination of Global Partner's
Employment is delivered pursuant to Section 4 of this Agreement, in any such
case, without the express prior written consent of the Board of Directors of
the Company and INVESCO, directly or indirectly, either engage in or
participate in or invest in or assist, as owner, part-owner, shareholder (in
the case of any publicly traded company, ownership of any equity interest
exceeding 2.5 %), partner, principal, director, officer, trustee, employee,
agent or consultant, or in any other capacity, any planned or existing firm,
corporation, or other business organization (other than the Company and INVESCO
(or any subsidiary of the Company or INVESCO) and any





                                       7
<PAGE>   8
foundation established by any AIM Senior Officer which engages in any of the
following (except that Global Partner shall be permitted, on his own behalf or
on behalf of any new business organization established by Global Partner,
either alone or together with those other AIM Senior Officers who are then no
longer employed by the Company or any member of the AMVESCO Group, to manage
the investment of his own personal assets and the assets of such other AIM
Senior Officers, together with up to an aggregate of $100 million in assets of
any other person or entity):

                     (a)      the business of furnishing investment advice to
               Investment Companies (as that term is defined in the Investment
               Company Act of 1940, as amended) in the United States;

                     (b)      the business of furnishing investment advisory or
               management services to clients other than Investment Companies 
               in the United States;

                     (c)      assisting any Investment Company with which the 
               ISG has or ever (whether before or after the date hereof) had any
               investment advisory or management agreement (each a "Fund") or
               any other present or past client of the ISG (a "Client") in
               internalizing the investment management or investment advisory
               function or any other function or service provided by the ISG to
               any such Fund or Client, subject to Global Partner's fiduciary
               duty owed to any of the Funds or the directors or trustees
               thereof;

                     (d)      being a party to any contractual or business
               relationship with any Fund or Client involving services related
               to investment management or investment advisory services, if such
               related services are also provided by the ISG or by any other
               person at the ISG's direction to any Fund or Client;

                     (e)      soliciting, offering to employ or employing,
               directly or indirectly, in any capacity any person who is or was
               (at any time after the date hereof) was a director, officer,
               trustee, partner, employee or client of the ISG, any member of
               the AMVESCO Group or of any of the Funds or inducing any such
               person to sever his or her relationship therewith or to establish
               a relationship with any other person;

                     (f)      soliciting or otherwise attempting to establish,
               directly or indirectly, for himself or any other person, firm or
               entity any business relationship involving or relating to the
               provision of investment management or advisory services with any
               firm, corporation or other business organization who is or ever
               (whether before or after the date hereof) was a customer or
               client of the Company or any member of the AMVESCO Group; or





                                       8
<PAGE>   9
                     (g)      authorizing or knowingly approving the taking of
               any action set forth in clauses (c) through (f) above by any
               other person.
              
               9.    Remedies. (a) The parties acknowledge that a breach or
threat to breach any of the terms of this Agreement by Global Partner would
result in material and irreparable damage and injury to the Company and
INVESCO, and that it would be difficult or impossible to establish the full
monetary value of such damage.  Therefore, in addition to any other rights or
remedies that the Company or any member of the AMVESCO Group may have at law or
in equity, the Company and the AMVESCO Group shall be entitled to injunctive
relief by a court of appropriate jurisdiction in the event of Global Partner's
breach or threatened breach of any of the terms contained in this Agreement.
In the event of any breach or threatened breach of this Agreement by Global
Partner, if the Company or any member of the AMVESCO Group should employ
attorneys or incur other expenses for the enforcement of any obligation or
agreement of Global Partner contained herein and shall prevail, Global Partner
shall reimburse the Company or such member, as the case may be, for its
reasonable attorneys' fees and such other expenses so incurred.  If Global
Partner employs attorneys or incurs other expenses in connection with the
defense of any action for injunctive relief hereunder and Global Partner
prevails, the Company shall reimburse Global Partner for his reasonable
attorneys' fees and such other expenses so incurred.

               (b)   The Company and Global Partner agree to submit to final
and binding arbitration any and all disputes, claims (whether in tort,
contract, statutory or otherwise) and/or disagreements concerning the
interpretation or application of this Agreement, the Global Partner's
Employment by the Company and INVESCO and/or the termination of this Agreement
and/or the Global Partner's Employment by the Company and INVESCO.  Any such
dispute, claim and/or disagreement shall be resolved by arbitration, by a
mutually acceptable arbitrator, in accordance with the Commercial Arbitration
Rules of the American Arbitration Association (the "AAA").  If, within 30 days
of the initiation of an arbitration hereunder, the parties cannot agree on a
mutually acceptable arbitrator, each party will designate an arbitrator
pursuant to Rule 14 of the AAA Rules.  The appointed arbitrators shall appoint
a neutral arbitrator from the panel in the manner prescribed in Rule 13 of the
AAA Rules.  The Arbitrators shall apply the law of Texas.  All meetings of the
Arbitrators shall be held in Houston, Texas.  Global Partner and the Company
agree that the decision of the arbitrators selected hereunder shall be final
and binding on both parties.  This arbitration provision is expressly made
pursuant to and shall be governed by the Federal Arbitration Act, 9 U.S.C.
Sections 1-14.  The Parties hereto agree that, pursuant to Section 9 of the
Federal Arbitration Act, a judgment of the United States District Court for the
Southern District of Texas, Houston Division, shall be entered upon the award
made pursuant to the arbitration provision.  The provisions of this Section
9(b) do not apply to actions brought by the Company or any member of the
AMVESCO Group for injunctive or other equitable relief under Section 9(a) in
respect of claims under Sections 4, 5, 6, 7, 8 or 9(b).





                                       9
<PAGE>   10
               10.   Assignments.  The terms and provisions of this Agreement
shall inure to the benefit of and be binding upon the Company, INVESCO and any
of their respective successors and assigns, and upon Global Partner and his
heirs and personal representatives.  The parties hereto specifically
acknowledge and agree that, in connection with the assignment of the assets of
the Company to Newco Sub (as defined in the Merger Agreement) immediately
following the consummation of the Merger, this Agreement will be assigned to
Newco Sub.

               11.  Applicable Law.  This Agreement has been entered into in 
and shall be governed by and construed under the internal laws of the state of 
Texas.

               12.   Notice.  Any notice required or permitted to be given
pursuant to this Agreement shall be deemed sufficiently given when delivered in
person or when deposited in the United States mail or by Federal Express or
similar overnight delivery service or by telecopy or fax.

               13.   Term.  The parties hereto agree that Global Partner's
Employment shall commence on the effective date of the Merger and shall
continue until it is terminated (a) by the Company or INVESCO pursuant to
Section 4 (a)(i) or 4(b); (b) due to death or disability pursuant to Section
4(d); (c) subject to Section 4(h), by Global Partner on 60 days prior written
notice to the Company and INVESCO pursuant to Section 4(c); or (d) effective as
of a date on or after the Fourth Anniversary, by the Company, INVESCO or Global
Partner pursuant to Section 4(a) (ii) .

               14.   Non-waiver.  The failure of the Company, INVESCO or Global
Partner to insist upon strict performance of the terms of this Agreement or to
exercise any option herein, shall not be construed as a waiver or a
relinquishment in the future of such term or option, but that the same shall
continue in full force and effect.

               15.   Interpretation; Severability of Invalid Provisions.  All
rights and restrictions contained in this Agreement may be exercised and shall
be applicable and binding only to the extent that they do not violate any
applicable laws and are intended to be limited to the extent necessary so that
they will not render this Agreement illegal, invalid or unenforceable.  If any
term of this Agreement shall be held to be illegal, invalid or unenforceable by
a court of competent jurisdiction, the remaining terms shall remain in full
force and effect.  The provisions of this Agreement do not in any way limit or
abridge the Company's or INVESCO's rights under the laws of unfair competition,
trade secret, copyright, patent, trademark or any other applicable law(s), all
of which are in addition to and cumulative of the Company's and INVESCO's
rights under this Agreement.  The existence of any claim by Global Partner
against the Company or INVESCO, whether predicated on this Agreement or
otherwise, shall not constitute a defense to enforcement by the Company or
INVESCO of any or all of such provision or covenants.





                                       10
<PAGE>   11
               16.   Entire Agreement.  This Agreement constitutes the entire
agreement between the Company, INVESCO and Global Partner with respect to the
subject matter, and supersedes any prior agreement or understanding with
respect to the subject matter hereof, including, without limitation, any
existing employment agreement between Global Partner and the Company or any
affiliate thereof.





                                       11
<PAGE>   12

              IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed under seal as of the day and year first above written.


                                   A I M Management Group Inc.
                                   
                                   By: /s/ CHARLES T. BAUER
                                       ---------------------------
                                   Title: Chairman and CEO
                                   
                                   
                                   INVESCO PLC

                                   By: ILLEGIBLE
                                       ---------------------------
                                   Title: COMPANY SECRETARY
                                   
                                   
                                   Global Partner
                                   
                                   /s/ CHARLES T. BAUER
                                   --------------------
                                   Charles T. Bauer
                                   




                                       11
<PAGE>   13
                                   EXHIBIT A
                               To Agreement among


                                Charles T. Bauer


                          A I M Management Group Inc.


                                      and


                                  INVESCO PLC

               I.    Regular Compensation and Benefits.  As basic compensation
for the services of Global Partner, the Company shall pay Global Partner an
initial base salary of $400,000 per annum, subject to withholdings pursuant to
applicable law or regulation, and payable in accordance with the payment
practices adopted by the Company.  The base salary shall be reviewed by the
Company annually, and the rate thereof may be adjusted upward upon such review.
During the term of Employment, Global Partner shall be entitled to receive the
following benefits:

                     (i)           Group hospitalization, major medical, long-
                                   term disability and life insurance coverage
                                   to the extent such coverage is available to
                                   other personnel of the Company in comparable
                                   positions with and having duties comparable
                                   to those of the Global Partner and such
                                   other insurance coverage as is similarly
                                   available;

                     (ii)          Participation in any bonus or profit sharing
                                   plan or pension that the Company makes
                                   generally available to its key employees;
                                   and

                     (iii)         Such vacation, holidays, and other paid or 
                                   unpaid leaves of absence as the Company's 
                                   Board of Directors may approve.

               The Company and INVESCO agree to reimburse Global Partner for
all reasonable expenses incurred by him on behalf of the Company of INVESCO, as
the case may be, and Global Partner acknowledges that work beyond the standard
working hours may be necessary consistent with past practices.  The combined
amount of base salary and cash bonus attributable to any one year shall be at
least the total amount set forth in II of this Exhibit A.
<PAGE>   14
               II.   Minimum Compensation.  Global Partner's Minimum
Compensation (calendar year basis) shall be:

                             Salary        $400,000

                     The above amount will be pro-rated for any partial year on
                     a daily basis.





                                       2
<PAGE>   15
                               EXHIBIT B - PART I

                                  GOOD REASON


Subject to compliance with the procedures and covenants contained in Section
4(h)(i) and 4(h)(iii) of the Agreement, Good Reason shall mean the occurrence
of any of the following events that (i) is not otherwise agreed to in writing
by at least a majority of the AIM Designees, as defined in the Voting
Agreement, dated as of November 4, 1996, by and among INVESCO, the Shareholders
(as defined in such Voting Agreement), the members of the INVESCO Board of
Directors as of the date of such Voting Agreement listed on the signature page
thereto and the Original Designees, as defined in such Voting Agreement, listed
on the signature page thereto (the "Voting Agreement") and (ii) except as
specified otherwise below, is not cured by the Company or INVESCO within 60
days following its receipt of written notice from Global Partner thereof:

       1.     Without Global Partner's express written consent, the assignment
              to him by INVESCO or by the Company at the direction of INVESCO
              of any material duties that are inconsistent with his positions,
              duties, responsibilities and status as set forth in Section 1 of
              the Agreement, or a material diminishment by INVESCO or by the
              Company at the direction of INVESCO of his responsibilities,
              which change or inconsistency is not cured by the Company or
              INVESCO within 30 days following its receipt of written notice
              from Global Partner specifying such change or inconsistency.

       2.     Without Global Partner's express written consent, any requirement
              of INVESCO or of the Company at the direction of INVESCO that
              Global Partner be based outside the Houston metropolitan area or
              perform a substantial portion of his services hereunder at any
              location or locations other than the Houston metropolitan area
              (except for ordinary business related travel outside of such
              area), which requirement is not rescinded by the Company or
              INVESCO within 30 days following its receipt of notice from
              Global Partner specifying the requirement.

       3.     The Company's or INVESCO's wilful and material breach of any of
              the provisions of this Agreement, which breach is not cured by
              the Company or INVESCO within 30 days following its receipt of
              written notice from Global Partner specifying the breach.

       4.     Any change by INVESCO of the corporate name of the Company or any
              of the Company's existing subsidiaries.
<PAGE>   16
       5.     Any wilful breach by INVESCO of the portion of Section 3.2.9 of
              the Agreement and Plan of Merger among the Company, INVESCO and
              INVESCO Group Services Inc., dated as of November 4, 1996,
              relating to the change of the name of INVESCO PLC to AMVESCO PLC.

       6.     If for any reason other than his death, disability or resignation
              or other separation from employment, prior to the Fourth
              Anniversary, Charles T. Bauer is not nominated to be Vice
              Chairman of the Board of INVESCO.

       7.     If, prior to the Fourth Anniversary, INVESCO causes more than one
              person to serve simultaneously as Vice Chairman of the Board of
              INVESCO.

       8.     If, as a result of any act or failure to act of INVESCO, the ISG
              management committee fails to constitute one of the two
              management committees of INVESCO or there are more than two
              management committees of INVESCO.

       9.     If INVESCO causes the chief executive of any business within the
              ISG to report directly to any person other than one or more of
              Robert H. Graham, Charles T. Bauer, Gary Crum and Michael Cemo
              (or such of them who are employed by the Company or INVESCO at
              the relevant time (the "AIM Senior Officers")) or a designee
              thereof or causes any principal executive officer of any such
              business to report directly to any person other than the chief
              executive of such business.

       10.    If at any time INVESCO precludes the AIM Senior Officers from
              appointing two members of the other management committee of
              INVESCO.

       11.    If INVESCO precludes the AIM Senior Officers from determining the
              composition and number of members of the ISG Management Committee
              (other than in respect of 2 non-ISG officers of INVESCO who may
              be appointed by the INVESCO Designees (as defined in the Voting
              Agreement)).

       12.    If INVESCO precludes the management committee of the ISG from (i)
              managing the daily operations of the businesses of the ISG,
              including without limitation, trading risk, credit risk,
              information technology, internal audit, client business decisions
              and infrastructure decisions, or (ii) except to the extent
              duplicative of professional or other service providers retained
              by INVESCO to represent or advise the AMVESCO Group, selecting
              professional advisors and other similar service providers for the
              constituent businesses, it being understood that the
              responsibility of the management committee of the ISG for daily
              operations of the ISG shall be exercised in a manner consistent
              with the business and strategic plans set by the INVESCO Board of
              Directors



                                       2
<PAGE>   17
              and the policies and procedures of INVESCO approved by the Board
              applicable generally to all members of the AMVESCO Group.

       13.    If INVESCO causes the employment of any other AIM Senior Officer 
              to be involuntarily terminated without Cause.





                                       3
<PAGE>   18

                              APPENDIX B - PART II

                           INDIVIDUAL SERVICES GROUP


        The primary geographic area of ISG's operations will be North America,
provided ISG will not be precluded from organizing offshore funds, from
distributing its products offshore or from entering into joint ventures
offshore e.g. Pakistan, it being understood that any such activities shall be
undertaken only in a manner consistent with the business plan of INVESCO as
approved by the Board of Directors of INVESCO.

        To the extent any existing North American entity within the AMVESCO
Group operates in businesses covered by the ISG as well as other members of the
AMVESCO Group, such entities shall establish appropriate dual reporting or
similar mechanisms to facilitate reporting to the appropriate division.

        The businesses reporting to the ISG are the businesses operated by the
Company as of the date hereof and all businesses operated by INVESCO or its
subsidiaries which are part of the INVESCO Individual Services Group as of the
date hereof (collectively, the "ISG Companies") and any other company hereafter
formed or acquired which engages in the business of the type engaged in by the
ISG Companies as of the date hereof.




                                       4

<PAGE>   1

                                                                   EXHIBIT 10.49

                              EMPLOYMENT AGREEMENT

         This Employment Agreement is made and entered into as of the fourth
day of November, 1996 between A I M Management Group Inc., a Delaware
corporation (the "Company"), INVESCO PLC, a public company incorporated under
the laws of England, to be known as AMVESCO PLC following the Merger, as
defined below ("INVESCO"), and Gary T. Crum, a resident of Texas ("Global
Partner").

         WHEREAS, the Company desires to employ Global Partner in accordance
with the terms and conditions hereinafter set forth, and Global Partner desires
to accept employment with the Company on the terms and conditions hereinafter
set forth;

         WHEREAS, pursuant to the Agreement and Plan of Merger among the
Company, INVESCO and INVESCO Group Services Inc., dated as of November 4, 1996
(the "Merger Agreement"), the Company proposes to become a member of a group of
related companies (collectively, the "AMVESCO Group") effective upon a business
combination between INVESCO and the Company through a merger of the Company
into and with a wholly-owned subsidiary of INVESCO (the "Merger");

         WHEREAS, a condition precedent to the Merger is that Global Partner
enter into this Employment Agreement;

         WHEREAS, Global Partner acknowledges that the proprietary customer,
operations, investment, investment technique, financial and business
information that has been learned and will be learned about the business of the
Company and/or the AMVESCO Group could be used to harm the interests of the
Company and/or the AMVESCO Group or compete unfairly with the Company and/or
the AMVESCO Group and could also be of great value to the competitors of the
Company and/or the AMVESCO Group; and

         WHEREAS, Global Partner further acknowledges that such proprietary
customer, operations, investment, investment technique, financial and business
information has been developed and will be developed during the course of
Global Partner's employment with the Company through the expenditure by the
Company or other entities in the AMVESCO Group of substantial effort, time and
money.

         NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter set forth and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the parties
hereto covenant and agree as follows:

         1.      Employment and Duties. (a) Commencing at the effective time of
the Merger (the "Commencement Date"), the Company agrees to employ Global
Partner as
<PAGE>   2
Senior Vice President and Director of Investments of the Company (the
"Employment").  During the term of this Agreement, Global Partner agrees to be
a full-time employee of the Company and INVESCO and to devote full time, energy
and skill to the business of the Company and the AMVESCO Group.

         (b)     Notwithstanding Global Partner's full time Employment, Global
Partner may participate in industry groups such as the ICI and may engage in
personal investment activity (either alone or together with the other Senior
AIM Executives (as defined in Exhibit B. Part I)), charitable work, and,
subject to the prior written approval of the Board of Directors of INVESCO,
other business activity.  Global Partner will not, however, engage in any
business or activity that is competitive with the activity of the Company or
the AMVESCO Group, or will result in any violation of those of the Company's
policies that have been communicated in writing to Global Partner or in a
conflict of interest with the Company and the business of the Company and the
AMVESCO Group or with the duties of the AMVESCO Group to its clients, or
materially affect Global Partner's ability to perform his or her duties under
this Agreement.

         2.      Compensation and Benefits.  Global Partner shall be entitled
during the term of his Employment to the compensation and benefits set forth at
Exhibit A--Part I to this Agreement.  Exhibit A may be amended from time to
time, such amended or replacement Exhibit A to take effect when signed by the
Company, INVESCO and Global Partner.

         3.      Place of Employment.  Global Partner's place of employment
shall be with the Company in Houston, Texas (except for ordinary business
related travel outside of such area).

         4.       Termination of Employment. (a) By the Company without Cause
or By Global Partner on Notice.  Except as provided in this Section and except
as may be agreed to in writing by the parties hereto, (i) Global Partner's
Employment may be terminated by the Company and INVESCO for any reason at any
time prior to the fourth anniversary of the Commencement Date (the "Fourth
Anniversary") effective immediately upon sending notice of such termination by
the Company to Global Partner and (ii) on or after the Fourth Anniversary,
Global Partner's Employment may be terminated by the Company, INVESCO or Global
Partner for any reason effective as of a date one year after receipt of notice
of such termination by the other parties, it being understood that the Company,
INVESCO or Global Partner may deliver such one year's notice of termination
under clause (ii) hereof at any time following the third anniversary of the
Commencement Date.

         (b)     By the Company with Cause.  Subject to Section 4(h) hereof in
the case of a termination pursuant to the following clause (i), the Company and
INVESCO may terminate Global Partner's Employment under this Agreement
immediately by notice in





                                       2
<PAGE>   3
writing if at any time during the term of this Agreement, Global Partner: (i)
shall be in continuing material breach, which is not cured within 30 days of
receipt by Global Partner of written notice thereof from the Chief Executive
Officer of INVESCO, of any material term of this Agreement or the written
policies or procedures of the Company or the AMVESCO Group which are applicable
to and made known to Global Partner in writing and which are required by law or
established to maintain compliance with applicable law or the Code of Ethics
applicable to the Individual Services Group (as defined in Exhibit B, Part II
to this Agreement) (the "ISG"); ( ii) shall be guilty of or any act of fraud,
dishonesty, embezzlement, theft, misappropriation or similar conduct or other
financial crime against the AMVESCO Group or any of its constituent companies
or any client of the AMVESCO Group (other then arising by an inadvertent error
in connection with an expense reimbursement by Global Partner); (iii) shall be
convicted of any felony or shall enter a plea of nolo contendere to a felony;
or (iv) shall engage in any act or omission which substantially or materially
violates the requirements or prohibitions of any securities law or any
governmental entity or agency which is not cured within 30 days of receipt by
Global Partner of written notice thereof from the Chief Executive Officer of
INVESCO; provided that any such notice shall be delivered to Global Partner not
more than 60 days after an executive officer of INVESCO (other than Global
Partner) first knows of the occurrence of such event.

         (c)     By Global Partner for Good Reason.  Subject to Section 4(h)
hereof, Global Partner may terminate his Employment hereunder prior to the
Fourth Anniversary for Good Reason which is defined in Exhibit B, Part I to
this Agreement.

         (d)     Termination of Employment Because of Death or Disability.
Global Partner's Employment shall be terminated as a result of his or her death
or, immediately on notice by the Company to such effect, his or her physical or
mental disability due to accident or illness which prevents Global Partner for
a period of six consecutive months, from performing the essential duties of the
position he holds at that time with reasonable accommodation as determined by
INVESCO, based on the advice of a mutually acceptable physician.

         (e)     Payments and Obligations on Termination.  In the event of a
termination of Global Partner's Employment effective at any time prior to the
Fourth Anniversary by the Company or INVESCO, other than pursuant to Section
4(b) or 4(d), or in the event of termination of Global Partner's Employment
effective at any time prior to the Fourth Anniversary by Global Partner
pursuant to Section 4(c), Global Partner shall be entitled to receive continued
payments of his minimum salary and bonus as specified in Exhibit A, Part II
until the later of the Fourth Anniversary or the first anniversary of
termination of Employment and all other obligations of the Company and INVESCO
hereunder (other than those in Section 4(f)) shall terminate immediately.
Global Partner shall be under no obligation to accept any employment during the
period for which Global Partner receives such continued salary and bonus
payments hereunder or to otherwise attempt to mitigate the





                                       3
<PAGE>   4
payment of such amounts by the Company and the Company and INVESCO waive any
right to allege that Global Partner has any duty to mitigate the payment of
such amounts.  In the event of a termination of Employment pursuant to Section
4(d), Global Partner (or his or her estate) shall be entitled to receive his or
her minimum salary as set forth in Exhibit A, Part II for a period of three
months following such termination and all other obligations of the Company
hereunder (other than those in Section 4(f)) shall terminate immediately.  In
the event of any other termination of Employment, all obligations of the
Company and INVESCO (other than those in Section 4(f)) shall immediately
terminate on the effective date of such termination.  In the event of any
termination of Employment (other than due to the death of Global Partner), the
obligations of Global Partner under Sections 5, 6, 7, 8 and 9 hereof shall
continue in full force and effect for the period specified in each such
Section.  In the event of a termination of the Employment by Global Partner for
Good Reason pursuant to Section 4(c), the Global Partner shall have the right
to terminate all (but not less than all) of his rights and obligations under
the Voting Agreement (as defined Exhibit B, Part I) as of the effective date of
such termination of Global Partner's employment, such right to expire if not
exercised within 60 days following the effective date of such termination of
employment.

         (f)     Other Payments.  Any unpaid salary that has accrued through
the date on which Employment is terminated will be paid to Global Partner upon
the termination date or, if Global Partner has given notice of such
termination, on the next regular pay date.  Any unpaid bonuses which were
awarded prior to the date of termination of Employment will be paid within a
reasonable time.  In the event of any termination of Global Partner's
Employment pursuant to Section 4(a), Section 4(c) or Section 4(d), any unpaid
deferred bonuses which were awarded prior to the date of termination of
Employment will be paid within a reasonable time.  In the event of a
termination under Section 4(d) disability or death benefits paid under any
insurance plan which may be maintained by the Company or INVESCO for Global
Partner will be paid to Global Partner or his estate.  Following a notice of
termination of Employment, the parties may, but are not obligated to, enter
into an agreement establishing transition compensation and employee obligations
which differ from those provided by this Agreement.

         (g)     Options. This Agreement does not pertain to or modify any
option plan or option agreement.

         (h)     Certain Procedures.

         (i)     Termination by Global Partner.  In the event that Global 
Partner asserts that he has the right to terminate the  Employment for Good 
Reason pursuant to Section 4(c), the following procedures shall apply:

         (A)     Global Partner will deliver written notice thereof to the
         Company and to INVESCO, Attention: Chief Executive Officer, setting
         forth in reasonable





                                       4
<PAGE>   5
         detail the facts and circumstances Global Partner believes provide the
         basis for such termination.

         (B)     Such notice will constitute a request by Global Partner that
         an arbitration proceeding be initiated pursuant to Section 9(b) of
         this Agreement to determine whether, in fact, Global Partner has the
         right to terminate the Employment for Good Reason.

         (C)     Notwithstanding any other provision of this Agreement or any
         Exhibit hereto, until the entry of a final judgment by a court of
         competent jurisdiction as contemplated by Section 9(b) confirming that
         Global Partner, in fact, has the right to terminate the Employment for
         Good Reason, the parties hereto acknowledge and agree that Global
         Partner's Employment shall not be deemed terminated pursuant to
         Section 4(a) or 4(c).

         (ii) Termination by the Company and/or INVESCO.  In the event that the
Company and/or INVESCO asserts that it has the right to terminate the
Employment for Cause pursuant to clause (i) of Section 4(b), the following
procedures shall apply:

         (A)     The Company and/or INVESCO, as the case may be, will deliver
         written notice thereof to Global Partner, setting forth in reasonable
         detail the facts and circumstances the Company and/or INVESCO believes
         provide the basis for such termination.

         (B)     Such notice will constitute a request by the Company and/or
         INVESCO that an arbitration proceeding be initiated pursuant to
         Section 9(b) of this Agreement to determine whether, in fact, the
         Company and/or INVESCO has the right to terminate the Employment for
         Cause.

         (C)     Notwithstanding any other provision of this Agreement or any
         Exhibit hereto, until the entry of a final judgment by a court of
         competent jurisdiction as contemplated by Section 9(b) confirming that
         the Company and/or INVESCO, in fact, has the right to terminate the
         Employment for Cause, the parties hereto acknowledge and agree that
         Global Partner's Employment shall not be deemed terminated pursuant to
         Section 4(a), 4(b) or 4(c).

         (iii)   Global Partner agrees that pending the conclusion of any
arbitration initiated pursuant to Section 4(h)(i) or 4(h)(ii) and the entry of
a final judgment by a court of competent jurisdiction as contemplated by
Section 9(b), Global Partner will continue to carry out the duties of his
Employment as set forth herein.  In addition, Global Partner, the Company and
INVESCO each agree to use all reasonable efforts such that the pending
disagreement between Global Partner and the Company and





                                       5
<PAGE>   6
INVESCO will not adversely impact the business or operations of the Company or 
INVESCO or their respective employment, client or other business relationships,
including, without limitation, reasonable efforts to keep the fact of such
disagreement and the subject matter thereof as confidential as possible in the
circumstances.

         5.      Confidentiality.  Global Partner agrees that both during the
term of this Agreement and after the termination of this Agreement, Global
Partner will hold in a fiduciary capacity for the benefit of the Company, and
will not directly or indirectly use or disclose (except as authorized in
writing by the Company) any "Confidential Information," as defined hereafter.
The term "Confidential Information" as used in this Agreement shall mean and
include any information, data and know-how relating to the business of the
Company or any member of the AMVESCO Group that is disclosed to Global Partner
by the Company (or a member of the AMVESCO Group) or known by him as a result
of his relationship with the Company or any member of the AMVESCO Group and not
generally within the public domain including, but not limited to, all
intellectual property and proprietary research developed by and/or known to
Global Partner during his Employment with the AMVESCO Group (including the
Company).  The term "Confidential Information" does not include information
that has become generally available to the public by act of one who has the
right to disclose such information through presentation or otherwise without
violating any right of the Company, any member of the AMVESCO Group or the
client to which such information pertains.

         6.      Right to Material: Return of Material.  Global Partner agrees
that all records, files, memoranda, data in machine readable form, reports, fee
lists, customer lists, drawings, plans, sketches, documents and the like,
relating to the business of the Company or any member of the AMVESCO Group,
including, but not limited to, all intellectual property and proprietary
research which Global Partner shall use, or develop or come in contact with in
the course of or as the result of his employment with the Company or any member
of the AMVESCO Group shall remain the sole property of the Company and/or the
AMVESCO Group (as the case may be).

         Upon termination of Global Partner's employment with the Company or
INVESCO for any reason, Global Partner will deliver promptly to the Company all
materials, documents, plans, records, notes, drawings, designs or papers, in
whatever recorded form, and any copies thereof in Global Partner's possession
or control relating in any way to the business of the Company and/or the
AMVESCO Group, which at all times shall be the property of the Company.  Global
Partner shall certify to the Company that any such data in machine readable
form has been removed from any computer personally owned by Global Partner and
all back up copies made by Global Partner have been destroyed.

         7.      Work for Hire Acknowledgment, Assignment. Global Partner
acknowledges that all of Global Partner's work on and contributions to the
business of the





                                       6
<PAGE>   7
Company and/or the AMVESCO Group, including, without limitation, any and all
investment decisions, models, processes and methodology or any other
contribution to such business (such as quantitative models, designs, artwork
and other expressions in any recorded form) (collectively, the "Works") are
within the scope of Global Partner's employment and are a part of the services,
duties and responsibilities of Global Partner.  All of Global Partner's work on
and contributions to the Works will be rendered and made by Global Partner for,
at the instigation of, and under the overall direction of the Company, and all
of Global Partner's said work and contributions, as well as the Works, are and
at all times shall be regarded as "work made for hire" as that term is used in
the United States Copyright Laws.  Global Partner also acknowledges that
investment decisions are a result of the Company's effort and the performance
or other "track" record of any mutual fund or other account is a result of the
Company effort and is the property of the Company and not of Global Partner.
Without curtailing or limiting these acknowledgments, Global Partner hereby
assigns, grants and delivers exclusively to the Company all rights, titles and
interests in and to any such Works, and all copies and versions, including all
copyrights and renewals.  At any time upon request by the Company, Global
Partner will execute and deliver to the Company, or its successors and assigns,
such other and further assignments, instruments and documents as the Company
(or such successors or assigns) from time to time reasonably may request for
the purpose of establishing, registering, evidencing, and enforcing or
defending its complete, exclusive, perpetual and worldwide ownership of all
rights, tides, interests and copyrights, in and to the Works, and Global
Partner hereby constitutes and appoints the Company as his agent and
attorney-in-fact, with full power of substitution, to execute and deliver such
assignments, instruments or documents as Global Partner may fail or refuse to
execute and deliver, this power and agency being coupled with an interest and
being irrevocable.

         8.      No Solicitation and Non-Competition.  Global Partner will not,
(i) in the case of a termination of Global Partner's Employment for any reason
effective as of a date prior to the Fourth Anniversary, at any time prior to
the later of (x) the Fourth Anniversary or (y) the second anniversary of the
termination of Global Partner's Employment pursuant to this Agreement or (ii)
in the case of a termination of Global Partner's Employment for any reason
effective as of a date after the Fourth Anniversary, at any time prior to the
first anniversary of the date a notice of termination of Global Partner's
Employment is delivered pursuant to Section 4 of this Agreement, in any such
case, without the express prior written consent of the Board of Directors of
the Company and INVESCO, directly or indirectly, either engage in or
participate in or invest in or assist, as owner, part-owner, shareholder (in
the case of any publicly traded company, ownership of any equity interest
exceeding 2.5%), partner, principal, director, officer, trustee, employee,
agent or consultant, or in any other capacity, any planned or existing firm,
corporation, or other business organization (other than the Company and INVESCO
(or any subsidiary of the Company or INVESCO) and any foundation established by
any AIM Senior Officer which engages in any of the following (except that
Global Partner shall be permitted, on his own behalf or on behalf of any new





                                       7
<PAGE>   8
business organization established by Global Partner, either alone or together
with those other AIM Senior Officers who are then no longer employed by the
Company or any member of the AMVESCO Group, to manage the investment of his own
personal assets and the assets of such other AIM Senior Officers, together with
up to an aggregate of $100 million in assets of any other person or entity):

                          (a)     the business of furnishing investment advice
                 to Investment Companies (as that term is defined in the
                 Investment Company Act of 1940, as amended) in the United
                 States;

                          (b)     the business of furnishing investment
                 advisory or management services to clients other than
                 Investment Companies in the United States;

                          (c)     assisting any Investment Company with which
                 the ISG has or ever (whether before or after the date hereof)
                 had any investment advisory or management agreement (each a
                 "Fund") or any other present or past client of the ISG (a
                 "Client") in internalizing the investment management or
                 investment advisory function or any other function or service
                 provided by the ISG to any such Fund or Client, subject to
                 Global Partner's fiduciary duty owed to any of the Funds or
                 the directors or trustees thereof;

                          (d)     being a party to any contractual or business
                 relationship with any Fund or Client involving services
                 related to investment management or investment advisory
                 services, if such related services are also provided by the
                 ISG or by any other person at the ISG's direction to any Fund
                 or Client;

                          (e)     soliciting, offering to employ or employing,
                 directly or indirectly, in any capacity any person who is or
                 was (at any time after the date hereof) was a director,
                 officer, trustee, partner, employee or client of the ISG, any
                 member of the AMVESCO Group or of any of the Funds or inducing
                 any such person to sever his or her relationship therewith or
                 to establish a relationship with any other person;

                          (f)     soliciting or otherwise attempting to
                 establish, directly or indirectly, for himself or any other
                 person, firm or entity any business relationship involving or
                 relating to the provision of investment management or advisory
                 services with any firm, corporation or other business
                 organization who is or ever (whether before or after the date
                 hereof) was a customer or client of the Company or any member
                 of the AMVESCO Group; or

                          (g)     authorizing or knowingly approving the taking
                 of any action set forth in clauses (c) through (f) above by
                 any other person.





                                       8
<PAGE>   9
         9.       Remedies. (a) The parties acknowledge that a breach or threat
to breach any of the terms of this Agreement by Global Partner would result in
material and irreparable damage and injury to the Company and INVESCO, and that
it would be difficult or impossible to establish the full monetary value of
such damage.  Therefore, in addition to any other rights or remedies that the
Company or any member of the AMVESCO Group may have at law or in equity, the
Company and the AMVESCO Group shall be entitled to injunctive relief by a court
of appropriate jurisdiction in the event of Global Partner's breach or
threatened breach of any of the terms contained in this Agreement.  In the
event of any breach or threatened breach of this Agreement by Global Partner,
if the Company or any member of the AMVESCO Group should employ attorneys or
incur other expenses for the enforcement of any obligation or agreement of
Global Partner contained herein and shall prevail, Global Partner shall
reimburse the Company or such member, as the case may be, for its reasonable
attorneys' fees and such other expenses so incurred.  If Global Partner employs
attorneys or incurs other expenses in connection with the defense of any action
for injunctive relief hereunder and Global Partner prevails, the Company shall
reimburse Global Partner for his reasonable attorneys' fees and such other
expenses so incurred.

         (b)     The Company and Global Partner agree to submit to final and
binding arbitration any and all disputes, claims (whether in tort, contract,
statutory or otherwise) and/or disagreements concerning the interpretation or
application of this Agreement, the Global Partner's Employment by the Company
and INVESCO and/or the termination of this Agreement and/or the Global
Partner's Employment by the Company and INVESCO.  Any such dispute, claim
and/or disagreement shall be resolved by arbitration, by a mutually acceptable
arbitrator, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the "AAA").  If, within 30 days of the initiation of
an arbitration hereunder, the parties cannot agree on a mutually acceptable
arbitrator, each party will designate an arbitrator pursuant to Rule 14 of the
AAA Rules.  The appointed arbitrators shall appoint a neutral arbitrator from
the panel in the manner prescribed in Rule 13 of the AAA Rules.  The
Arbitrators shall apply the law of Texas.  All meetings of the Arbitrators
shall be held in Houston, Texas.  Global Partner and the Company agree that the
decision of the arbitrators selected hereunder shall be final and binding on
both parties.  This arbitration provision is expressly made pursuant to and
shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-14.  The
Parties hereto agree that, pursuant to Section 9 of the Federal Arbitration
Act, a judgment of the United States District Court for the Southern District
of Texas, Houston Division, shall be entered upon the award made pursuant to
the arbitration provision.  The provisions of this Section 9(b) do not apply to
actions brought by the Company or any member of the AMVESCO Group for
injunctive or other equitable relief under Section 9(a) in respect of claims
under Sections 4, 5, 6, 7, 8 or 9(b).

         10.     Assignments.  The terms and provisions of this Agreement shall
inure to the benefit of and be binding upon the Company, INVESCO and any of
their respective successors and assigns, and upon Global Partner and his heirs
and personal representatives.





                                       9
<PAGE>   10
The parties hereto specifically acknowledge and agree that, in connection with
the assignment of the assets of the Company to Newco Sub (as defined in the
Merger Agreement) immediately following the consummation of the Merger, this
Agreement will be assigned to Newco Sub.

         11.     Applicable Law.  This Agreement has been entered into in and
shall be governed by and construed under the internal laws of the state of
Texas.

         12.     Notice. Any notice required or permitted to be given pursuant
to this Agreement shall be deemed sufficiently given when delivered in person
or when deposited in the United States mail or by Federal Express or similar
overnight delivery service or by telecopy or fax.

         13.     Term.  The parties hereto agree that Global Partner's
Employment shall commence on the effective date of the Merger and shall
continue until it is terminated (a) by the Company or INVESCO pursuant to
Section 4 (a)(i) or 4(b); (b) due to death or disability pursuant to Section
4(d); (c) subject to Section 4(h), by Global Partner on 60 days prior written
notice to the Company and INVESCO pursuant to Section 4(c); or (4) effective as
of a date on or after the Fourth Anniversary, by the Company, INVESCO or Global
Partner pursuant to Section 4(a)( ii) .

         14.     Non-waiver.  The failure of the Company, INVESCO or Global
Partner to insist upon strict performance of the terms of this Agreement or to
exercise any option herein, shall not be construed as a waiver or a
relinquishment in the future of such term or option, but that the same shall
continue in full force and effect.

         15.     Interpretation; Severability of Invalid Provisions.  All
rights and restrictions contained in this Agreement may be exercised and shall
be applicable and binding only to the extent that they do not violate any
applicable laws and are intended to be limited to the extent necessary so that
they will not render this Agreement illegal, invalid or unenforceable.  If any
term of this Agreement shall be held to be illegal, invalid or unenforceable by
a court of competent jurisdiction, the remaining terms shall remain in full
force and effect.  The provisions of this Agreement do not in any way limit or
abridge the Company's or INVESCO's rights under the laws of unfair competition,
trade secret, copyright, patent, trademark or any other applicable law(s), all
of which are in addition to and cumulative of the Company's and INVESCO's
rights under this Agreement.  The existence of any claim by Global Partner
against the Company or INVESCO, whether predicated on this Agreement or
otherwise, shall not constitute a defense to enforcement by the Company or
INVESCO of any or all of such provision or covenants.

         16.      Entire Agreement.  This Agreement constitutes the entire
agreement between the Company, INVESCO and Global Partner with respect to the
subject matter, and





                                       10
<PAGE>   11
supersedes any prior agreement or understanding with respect to the subject
matter hereof, including, without limitation, any existing employment agreement
between Global Partner and the Company or any affiliate thereof.





                                       11
<PAGE>   12

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed under seal as of the day and year first above written.

                                         A I M Management Group Inc.
                                         
                                         By: CHARLES T. BAUER                 
                                             -----------------------------------
                                         Title: Chairman and CEO              
                                               ---------------------------------

                                         INVESCO PLC                          

                                         By: Illegible                         
                                            ------------------------------------
                                         Title: COMPANY SECRETARY             
                                               ---------------------------------

                                         Global Partner                       
                                                                              
                                          GARY T. CRUM                        
                                         ---------------------------------------
                                          Gary T. Crum
<PAGE>   13
                                   EXHIBIT A
                               To Agreement among

                                  Gary T. Crum

                          A I M Management Group Inc.

                                      and

                                  INVESCO PLC

      I.    Regular Compensation and Benefits.  As basic compensation for the
services of Global Partner, the Company shall pay Global Partner an initial
base salary of $310,000 per annum, subject to withholdings pursuant to
applicable law or regulation, and payable in accordance with the payment
practices adopted by the Company.  The base salary shall be reviewed by the
Company annually, and the rate thereof may be adjusted upward upon such review.
During the term of Employment, Global Partner shall be entitled to receive the
following benefits:

                  (i)        Group hospitalization, major medical, long-term
                             disability and life insurance coverage to the
                             extent such coverage is available to other
                             personnel of the Company in comparable positions
                             with and having duties comparable to those of the
                             Global Partner and such other insurance coverage
                             as is similarly available;

                  (ii)       Participation in any bonus or profit sharing plan
                             or pension that the Company makes generally
                             available to its key employees; and

                  (iii)      Such vacation, holidays, and other paid or unpaid
                             leaves of absence  as the Company's Board of
                             Directors may approve.

      The Company and INVESCO agree to reimburse Global Partner for all
reasonable expenses incurred by him on behalf of the Company of INVESCO, as the
case may be, and Global Partner acknowledges that work beyond the standard
working hours may be necessary consistent with past practices.  The combined
amount of base salary and cash bonus attributable to any one year shall be at
least the total amount set forth in II of this Exhibit A.
<PAGE>   14
      II.   Minimum Compensation. Global Partner's Minimum Compensation 
(calendar year basis) shall be:


                        Salary        $310,000
                        Bonus         $300,000


                The above amount will be pro-rated for any partial year on a
daily basis.





                                       2
<PAGE>   15

                               EXHIBIT B - PART I

                                  GOOD REASON

Subject to compliance with the procedures and covenants contained in Section
4(h)(i) and 4(h)(iii) of the Agreement, Good Reason shall mean the occurrence
of any of the following events that (i) is not otherwise agreed to in writing
by at least a majority of the AIM Designees, as defined in the Voting
Agreement, dated as of November 4, 1996, by and among INVESCO, the Shareholders
(as defined in such Voting Agreement), the members of the INVESCO Board of
Directors as of the date of such Voting Agreement listed on the signature page
thereto and the Original Designees, as defined in such Voting Agreement, listed
on the signature page thereto (the "Voting Agreement") and (ii) except as
specified otherwise below, is not cured by the Company or INVESCO within 60
days following its receipt of written notice from Global Partner thereof:

      1.    Without Global Partner's express written consent, the assignment to
            him by INVESCO or by the Company at the direction of INVESCO of any
            material duties that are inconsistent with his positions, duties,
            responsibilities and status as set forth in Section 1 of the
            Agreement, or a material diminishment by INVESCO or by the Company
            at the direction of INVESCO of his responsibilities, which change
            or inconsistency is not cured by the Company or INVESCO within 30
            days following its receipt of written notice from Global Partner
            specifying such change or inconsistency.

      2.    Without Global Partner's express written consent, any requirement
            of INVESCO or of the Company at the direction of INVESCO that
            Global Partner be based outside the Houston metropolitan area or
            perform a substantial portion of his services hereunder at any
            location or locations other than the Houston metropolitan area
            (except for ordinary business related travel outside of such area),
            which requirement is not rescinded by the Company or INVESCO within
            30 days following its receipt of notice from Global Partner
            specifying the requirement.

      3.    The Company's or INVESCO's wilful and material breach of any of the
            provisions of this Agreement, which breach is not cured by the
            Company or INVESCO within 30 days following its receipt of written
            notice from Global Partner specifying the breach.

      4.    Any change by INVESCO of the corporate name of the Company or any
            of the Company's existing subsidiaries.
<PAGE>   16
      5.    Any wilful breach by INVESCO of the portion of Section 3.2.9 of the
            Agreement and Plan of Merger among the Company, INVESCO and INVESCO
            Group Services Inc., dated as of November 4, 1996, relating to the
            change of the name of INVESCO PLC to AMVESCO PLC.

      6.    If for any reason other than his death, disability or resignation
            or other separation from employment, prior to the Fourth
            Anniversary, Charles T. Bauer is not nominated to be Vice Chairman
            of the Board of INVESCO.

      7.    If, prior to the Fourth Anniversary, INVESCO causes more than one
            person to serve simultaneously as Vice Chairman of the Board of
            INVESCO.

      8.    If, as a result of any act or failure to act of INVESCO, the ISG
            management committee fails to constitute one of the two management
            committees of INVESCO or there are more than two management
            committees of INVESCO.

      9.    If INVESCO causes the chief executive of any business within the
            ISG to report directly to any person other than one or more of
            Robert H. Graham, Charles T. Bauer, Gary Crum and Michael Cemo (or
            such of them who are employed by the Company or INVESCO at the
            relevant time (the "AIM Senior Officers")) or a designee thereof or
            causes any principal executive officer of any such business to
            report directly to any person other than the chief executive of
            such business.

      10.   If at any time INVESCO precludes the AIM Senior Officers from
            appointing two members of the other management committee of
            INVESCO.

      11.   If INVESCO precludes the AIM Senior Officers from determining the
            composition and number of members of the ISG Management Committee
            (other than in respect of 2 non-ISG officers of INVESCO who may be
            appointed by the INVESCO Designees (as defined in the Voting
            Agreement)).

      12.   If INVESCO precludes the management committee of the ISG from (i)
            managing the daily operations of the businesses of the ISG,
            including without limitation, trading risk, credit risk,
            information technology, internal audit, client business decisions
            and infrastructure decisions, or (ii) except to the extent
            duplicative of professional or other service providers retained by
            INVESCO to represent or advise the AMVESCO Group, selecting
            professional advisors and other similar service providers for the
            constituent businesses, it being understood that the responsibility
            of the management committee of the ISG for daily operations of the
            ISG shall be exercised in a manner consistent with the business and
            strategic plans set by the INVESCO Board of Directors





                                       2
<PAGE>   17
            and the policies and procedures of INVESCO approved by the Board
            applicable generally to all members of the AMVESCO Group.

      13.   If INVESCO causes the employment of any other AIM Senior Officer to
            be involuntarily terminated without Cause.





                                       3
<PAGE>   18

                              APPENDIX B - PART II

                           INDIVIDUAL SERVICES GROUP

      The primary geographic area of ISG's operations will be North America,
provided ISG will not be precluded from organizing offshore funds, from
distributing its products offshore or from entering into joint ventures
offshore e.g.  Pakistan, it being understood that any such activities shall be
undertaken only in a manner consistent with the business plan of INVESCO as
approved by the Board of Directors of INVESCO.

      To the extent any existing North American entity within the AMVESCO Group
operates in businesses covered by the ISG as well as other members of the
AMVESCO Group, such entities shall establish appropriate dual reporting or
similar mechanisms to facilitate reporting to the appropriate division.

      The businesses reporting to the ISG are the businesses operated by the
Company as of the date hereof and all businesses operated by INVESCO or its
subsidiaries which are part of the INVESCO Individual Services Group as of the
date hereof (collectively, the "ISG Companies") and any other company hereafter
formed or acquired which engages in the business of the type engaged in by the
ISG Companies as of the date hereof.





                                       4

<PAGE>   1

                                                                   EXHIBIT 10.51

                              EMPLOYMENT AGREEMENT

         This Employment Agreement is made and entered into as of the fourth
day of November, 1996 between A I M Management Group Inc., a Delaware
corporation (the "Company"), INVESCO PLC, a public company incorporated under
the laws of England, to be known as AMVESCO PLC following the Merger, as
defined below ("INVESCO"), and Robert H. Graham, a resident of Texas ("Global
Partner").

         WHEREAS, the Company desires to employ Global Partner in accordance
with the terms and conditions hereinafter set forth, and Global Partner desires
to accept employment with the Company on the terms and conditions hereinafter
set forth;

         WHEREAS, pursuant to the Agreement and Plan of Merger among the
Company, INVESCO and INVESCO Group Services Inc., dated as of November 4, 1996
(the "Merger Agreement"), the Company proposes to become a member of a group of
related companies (collectively, the "AMVESCO Group") effective upon a business
combination between INVESCO and the Company through a merger of the Company
into and with a wholly-owned subsidiary of INVESCO (the "Merger");

         WHEREAS, a condition precedent to the Merger is that Global Partner
enter into this Employment Agreement;

         WHEREAS, Global Partner acknowledges that the proprietary customer,
operations, investment, investment technique, financial and business
information that has been learned and will be learned about the business of the
Company and/or the AMVESCO Group could be used to harm the interests of the
Company and/or the AMVESCO Group or compete unfairly with the Company and/or
the AMVESCO Group and could also be of great value to the competitors of the
Company and/or the AMVESCO Group; and

         WHEREAS, Global Partner further acknowledges that such proprietary
customer, operations, investment, investment technique, financial and business
information has been developed and will be developed during the course of
Global Partner's employment with the Company through the expenditure by the
Company or other entities in the AMVESCO Group of substantial effort, time and
money.

         NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter set forth and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the parties
hereto covenant and agree as follows:

         1.      Employment and Duties. (a) Commencing at the effective time of
the Merger (the "Commencement Date"), INVESCO agrees to employ Global Partner
as Chief
<PAGE>   2
Executive Officer of the Individual Services Group of INVESCO, which is the
division of INVESCO including the North American mutual fund businesses and
operations of the Company and those other businesses and operations described
in Appendix B-Part II (the "ISG"), and Executive Vice President of INVESCO and
to appoint Global Partner as a director of the Company; and the Company agrees
to employ Global Partner as its Chief Executive Officer (the "Employment").
During the term of this Agreement, Global Partner agrees to be a full-time
employee of the Company and INVESCO and to devote full time, energy and skill
to the business of the Company and the AMVESCO Group.  Global Partner shall
have the authority to (i) hire and fire employees of constituent companies of
the ISG, subject to approval of the Chief Executive Officer of INVESCO for
hires of individuals whose total annual base salary and annual guaranteed bonus
is expected to be the equivalent of $500,000; and (ii) set the amount of the
compensation of all employees of the ISG other than himself, subject to the
approval by the Chief Executive Officer of INVESCO of the size of the total
annual and any long-term incentive bonus pool and of each individual payment
within the pool to an employee which, when aggregated with all other cash
elements of such employee's anticipated annual compensation, is expected to be
the equivalent of $1.2 million.  Global Partner shall advise and consult with
the Chief Executive Officer of INVESCO from time to time and shall exercise his
authority hereunder in a manner consistent with the overall compensation
policies and then current business plan of INVESCO established by the Board of
Directors of INVESCO.  Global Partner acknowledges and agrees that the INVESCO
Designees (within the meaning of the Voting Agreement (as defined in Exhibit B,
Part I)) shall have the right to appoint two officers of INVESCO to serve on
the ISG Management Committee who may be employees of a division or subsidiary
of INVESCO that is not part of the ISG.  INVESCO agrees that total compensation
levels of the ISG employees in relation to gross revenues of constituent
companies of the ISG and bonus levels of such employees in relation to EBITDA
of constituent companies of the ISG on the order of magnitude paid by such
constituent companies and their subsidiaries in the past five years are
acceptable to INVESCO and may be expected to continue in the future.

         (b)     Notwithstanding Global Partner's full time Employment, Global
Partner may participate in industry groups such as the ICI and may engage in
personal investment activity (either alone or together with the other Senior
AIM Executives (as defined in Exhibit B. Part I)), charitable work, and,
subject to the prior written approval of the Board of Directors of INVESCO,
other business activity.  Global Partner will not, however, engage in any
business or activity that is competitive with the activity of the Company or
the AMVESCO Group, or will result in any violation of those of the Company's
policies that have been communicated in writing to Global Partner or in a
conflict of interest with the Company and the business of the Company and the
AMVESCO Group or with the duties of the AMVESCO Group to its clients, or
materially affect Global Partner's ability to perform his or her duties under
this Agreement.





                                       2
<PAGE>   3
         2.      Compensation and Benefits.  Global Partner shall be entitled
during the term of his Employment to the compensation and benefits set forth at
Exhibit A--Part I to this Agreement.  Exhibit A may be amended from time to
time, such amended or replacement Exhibit A to take effect when signed by the
Company, INVESCO and Global Partner.

         3.      Place of Employment.  Global Partner's place of employment
shall be with the Company in Houston, Texas (except for ordinary business
related travel outside of such area).

         4.       Termination of Employment. (a) By the Company without Cause
or By Global Partner on Notice.  Except as provided in this Section and except
as may be agreed to in writing by the parties hereto, (i) Global Partner's
Employment may be terminated by the Company and INVESCO for any reason at any
time prior to the fourth anniversary of the Commencement Date (the "Fourth
Anniversary") effective immediately upon sending notice of such termination by
the Company to Global Partner and (ii) on or after the Fourth Anniversary,
Global Partner's Employment may be terminated by the Company, INVESCO or Global
Partner for any reason effective as of a date one year after receipt of notice
of such termination by the other parties, it being understood that the Company,
INVESCO or Global Partner may deliver such one year's notice of termination
under clause (ii) hereof at any time following the third anniversary of the
Commencement Date.

         (b)     By the Company with Cause.  Subject to Section 4(h) hereof in
the case of a termination pursuant to the following clause (i), the Company and
INVESCO may terminate Global Partner's Employment under this Agreement
immediately by notice in writing if at any time during the term of this
Agreement, Global Partner: (i) shall be in continuing material breach, which is
not cured within 30 days of receipt by Global Partner of written notice thereof
from the Chief Executive Officer of INVESCO, of any material term of this
Agreement or the written policies or procedures of the Company or the AMVESCO
Group which are applicable to and made known to Global Partner in writing and
which are required by law or established to maintain compliance with applicable
law or the Code of Ethics applicable to the ISG; (ii) shall be guilty of or any
act of fraud, dishonesty, embezzlement, theft, misappropriation or similar
conduct or other financial crime against the AMVESCO Group or any of its
constituent companies or any client of the AMVESCO Group (other then arising by
an inadvertent error in connection with an expense reimbursement by Global
Partner); (iii) shall be convicted of any felony or shall enter a plea of nolo
contendere to a felony; or (iv) shall engage in any act or omission which
substantially or materially violates the requirements or prohibitions of any
securities law or any governmental entity or agency which is not cured within
30 days of receipt by Global Partner of written notice thereof from the Chief
Executive Officer of INVESCO; provided that any such notice shall be delivered
to Global Partner not more than 60 days after an executive officer of INVESCO
(other than Global Partner) first knows of the occurrence of such event.





                                       3
<PAGE>   4
         (c)     By Global Partner for Good Reason.  Subject to Section 4(h)
hereof, Global Partner may terminate his Employment hereunder prior to the
Fourth Anniversary for Good Reason which is defined in Exhibit B, Part I to
this Agreement.

         (d)     Termination of Employment Because of Death or Disability.
Global Partner's Employment shall be terminated as a result of his or her death
or, immediately on notice by the Company to such effect, his or her physical or
mental disability due to accident or illness which prevents Global Partner for
a period of six consecutive months, from performing the essential duties of the
position he holds at that time with reasonable accommodation as determined by
INVESCO, based on the advice of a mutually acceptable physician.

         (e)     Payments and Obligations on Termination.  In the event of a
termination of Global Partner's Employment effective at any time prior to the
Fourth Anniversary by the Company or INVESCO, other than pursuant to Section
4(b) or 4(d), or in the event of termination of Global Partner's Employment
effective at any time prior to the Fourth Anniversary by Global Partner
pursuant to Section 4(c), Global Partner shall be entitled to receive continued
payments of his minimum salary and bonus as specified in Exhibit A, Part II
until the later of the Fourth Anniversary or the first anniversary of
termination of Employment and all other obligations of the Company and INVESCO
hereunder (other than those in Section 4(f)) shall terminate immediately.
Global Partner shall be under no obligation to accept any employment during the
period for which Global Partner receives such continued salary and bonus
payments hereunder or to otherwise attempt to mitigate the payment of such
amounts by the Company and the Company and INVESCO waive any right to allege
that Global Partner has any duty to mitigate the payment of such amounts.  In
the event of a termination of Employment pursuant to Section 4(d), Global
Partner (or his or her estate) shall be entitled to receive his or her minimum
salary as set forth in Exhibit A, Part II for a period of three months
following such termination and all other obligations of the Company hereunder
(other than those in Section 4(f)) shall terminate immediately.  In the event
of any other termination of Employment, all obligations of the Company and
INVESCO (other than those in Section 4(f)) shall immediately terminate on the
effective date of such termination.  In the event of any termination of
Employment (other than due to the death of Global Partner), the obligations of
Global Partner under Sections 5, 6, 7, 8 and 9 hereof shall continue in full
force and effect for the period specified in each such Section.  In the event
of a termination of the Employment by Global Partner for Good Reason pursuant
to Section 4(c), the Global Partner shall have the right to terminate all (but
not less than all) of his rights and obligations under the Voting Agreement as
of the effective date of such termination of Global Partner's employment, such
right to expire if not exercised within 60 days following the effective date of
such termination of employment.

         (f)     Other Payments.  Any unpaid salary that has accrued through
the date on which Employment is terminated will be paid to Global Partner upon
the termination date or,





                                       4
<PAGE>   5
if Global Partner has given notice of such termination, on the next regular pay
date.  Any unpaid bonuses which were awarded prior to the date of termination
of Employment will be paid within a reasonable time.  In the event of any
termination of Global Partner's Employment pursuant to Section 4(a), Section
4(c) or Section 4(d), any unpaid deferred bonuses which were awarded prior to
the date of termination of Employment will be paid within a reasonable time.
In the event of a termination under Section 4(d) disability or death benefits
paid under any insurance plan which may be maintained by the Company or INVESCO
for Global Partner will be paid to Global Partner or his estate.  Following a
notice of termination of Employment, the parties may, but are not obligated to,
enter into an agreement establishing transition compensation and employee
obligations which differ from those provided by this Agreement.

         (g)     Options. This Agreement does not pertain to or modify any
option plan or option agreement.

         (h)     Certain Procedures.

         (i)     Termination by Global Partner.  In the event that Global 
Partner asserts that he has the right to terminate the Employment for Good 
Reason pursuant to Section 4(c), the following procedures shall apply:

                 (A)      Global Partner will deliver written notice thereof to
                 the Company and to INVESCO, Attention: Chief Executive
                 Officer, setting forth in reasonable detail the facts and
                 circumstances Global Partner believes provide the basis for
                 such termination.

                 (B)      Such notice will constitute a request by Global
                 Partner that an arbitration proceeding be initiated pursuant
                 to Section 9(b) of this Agreement to determine whether, in
                 fact, Global Partner has the right to terminate the Employment
                 for Good Reason.

                 (C)      Notwithstanding any other provision of this Agreement
                 or any Exhibit hereto, until the entry of a final judgment by
                 a court of competent jurisdiction as contemplated by Section
                 9(b) confirming that Global Partner, in fact, has the right to
                 terminate the Employment for Good Reason, the parties hereto
                 acknowledge and agree that Global Partner's Employment shall
                 not be deemed terminated pursuant to Section 4(a) or 4(c).

                 (ii)     Termination by the Company and/or INVESCO.  In the
         event that the Company and/or INVESCO asserts that it has the right to
         terminate the Employment for Cause pursuant to clause (i) of Section
         4(b), the following procedures shall apply:





                                       5
<PAGE>   6
                 (A)      The Company and/or INVESCO, as the case may be, will
                 deliver written notice thereof to Global Partner, setting
                 forth in reasonable detail the facts and circumstances the
                 Company and/or INVESCO believes provide the basis for such
                 termination.

                 (B)      Such notice will constitute a request by the Company
                 and/or INVESCO that an arbitration proceeding be initiated
                 pursuant to Section 9(b) of this Agreement to determine
                 whether, in fact, the Company and/or INVESCO has the right to
                 terminate the Employment for Cause.

                 (C)      Notwithstanding any other provision of this Agreement
                 or any Exhibit hereto, until the entry of a final judgment by
                 a court of competent jurisdiction as contemplated by Section
                 9(b) confirming that the Company and/or INVESCO, in fact, has
                 the right to terminate the Employment for Cause, the parties
                 hereto acknowledge and agree that Global Partner's Employment
                 shall not be deemed terminated pursuant to Section 4(a), 4(b)
                 or 4(c).

                 (iii)    Global Partner agrees that pending the conclusion of
         any arbitration initiated pursuant to Section 4(h)(i) or 4(h)(ii) and
         the entry of a final judgment by a court of competent jurisdiction as
         contemplated by Section 9(b), Global Partner will continue to carry
         out the duties of his Employment as set forth herein.  In addition,
         Global Partner, the Company and INVESCO each agree to use all
         reasonable efforts such that the pending disagreement between Global
         Partner and the Company and INVESCO will not adversely impact the
         business or operations of the Company or INVESCO or their respective
         employment, client or other business relationships, including, without
         limitation, reasonable efforts to keep the fact of such disagreement
         and the subject matter thereof as confidential as possible in the
         circumstances.

         5.      Confidentiality.  Global Partner agrees that both during the
term of this Agreement and after the termination of this Agreement, Global
Partner will hold in a fiduciary capacity for the benefit of the Company, and
will not directly or indirectly use or disclose (except as authorized in
writing by the Company) any "Confidential Information," as defined hereafter.
The term "Confidential Information" as used in this Agreement shall mean and
include any information, data and know-how relating to the business of the
Company or any member of the AMVESCO Group that is disclosed to Global Partner
by the Company (or a member of the AMVESCO Group) or known by him as a result
of his relationship with the Company or any member of the AMVESCO Group and not
generally within the public domain including, but not limited to, all
intellectual property and proprietary research developed by and/or known to
Global Partner during his Employment with the AMVESCO Group (including the
Company).  The term "Confidential Information" does not include information
that has become generally available to the public by act of one who has the
right to disclose such information through presentation or otherwise without





                                       6
<PAGE>   7
violating any right of the Company, any member of the AMVESCO Group or the
client to which such information pertains.

         6.      Right to Material; Return of Material.  Global Partner agrees
that all records, files, memoranda, data in machine readable form, reports, fee
lists, customer lists, drawings, plans, sketches, documents and the like,
relating to the business of the Company or any member of the AMVESCO Group,
including, but not limited to, all intellectual property and proprietary
research which Global Partner shall use or develop or come in contact with in
the course of or as the result of his employment with the Company or any member
of the AMVESCO Group shall remain the sole property of the Company and/or the
AMVESCO Group (as the case may be).

         Upon termination of Global Partner's employment with the Company or
INVESCO for any reason, Global Partner will deliver promptly to the Company all
materials, documents, plans, records, notes, drawings, designs or papers, in
whatever recorded form, and any copies thereof in Global Partner's possession
or control relating in any way to the business of the Company and/or the
AMVESCO Group, which at all times shall be the property of the Company.  Global
Partner shall certify to the Company that any such data in machine readable
form has been removed from any computer personally owned by Global Partner and
all back up copies made by Global Partner have been destroyed.

         7.      Work for Hire Acknowledgment; Assignment.  Global Partner
acknowledges that all of Global Partner's work on and contributions to the
business of the Company and/or the AMVESCO Group, including, without
limitation, any and all investment decisions, models, processes and methodology
or any other contribution to such business (such as quantitative models,
designs, artwork and other expressions in any recorded form) (collectively, the
"Works") are within the scope of Global Partner's employment and are a part of
the services, duties and responsibilities of Global Partner.  All of Global
Partner's work on and contributions to the Works will be rendered and made by
Global Partner for, at the instigation of, and under the overall direction of
the Company, and all of Global Partner's said work and contributions, as well
as the Works, are and at all times shall be regarded as "work made for hire" as
that term is used in the United States Copyright Laws.  Global Partner also
acknowledges that investment decisions are a result of the Company's effort and
the performance or other "track" record of any mutual fund or other account is
a result of the Company effort and is the property of the Company and not of
Global Partner.  Without curtailing or limiting these acknowledgments, Global
Partner hereby assigns, grants and delivers exclusively to the Company all
rights, titles and interests in and to any such Works, and all copies and
versions, including all copyrights and renewals.  At any time upon request by
the Company, Global Partner will execute and deliver to the Company, or its
successors and assigns, such other and further assignments, instruments and
documents as the Company (or such successors or assigns) from time to time
reasonably may request for the purpose of establishing, registering,
evidencing, and enforcing or defending





                                       7
<PAGE>   8
its complete, exclusive, perpetual and worldwide ownership of all rights,
titles, interests and copyrights, in and to the Works, and Global Partner
hereby constitutes and appoints the Company as his agent and attorney-in-fact,
with full power of substitution, to execute and deliver such assignments,
instruments or documents as Global Partner may fail or refuse to execute and
deliver, this power and agency being coupled with an interest and being
irrevocable.

         8.      No Solicitation and Non-Competition.  Global Partner will not,
(i) in the case of a termination of Global Partner's Employment for any reason
effective as of a date prior to the Fourth Anniversary, at any time prior to
the later of (x) the Fourth Anniversary or (y) the second anniversary of the
termination of Global Partner's Employment pursuant to this Agreement or (ii)
in the case of a termination of Global Partner's Employment for any reason
effective as of a date after the Fourth Anniversary, at any time prior to the
first anniversary of the date a notice of termination of Global Partner's
Employment is delivered pursuant to Section 4 of this Agreement, in any such
case, without the express prior written consent of the Board of Directors of
the Company and INVESCO, directly or indirectly, either engage in or
participate in or invest in or assist, as owner, part-owner, shareholder (in
the case of any publicly traded company, ownership of any equity interest
exceeding 2.5 %), partner, principal, director, officer, trustee, employee,
agent or consultant, or in any other capacity, any planned or existing firm,
corporation, or other business organization (other than the Company and INVESCO
(or any subsidiary of the Company or INVESCO) and any foundation established by
any AIM Senior Officer (as defined in Exhibit B, Part I hereto)) which engages
in any of the following (except that Global Partner shall be permitted, on his
own behalf or on behalf of any new business organization established by Global
Partner, either alone or together with those other AIM Senior Officers who are
then no longer employed by the Company or any member of the AMVESCO Group, to
manage the investment of his own personal assets and the assets of such other
AIM Senior Officers, together with up to an aggregate of $100 million in assets
of any other person or entity):

                 (a)      the business of furnishing investment advice to
         Investment Companies (as    that term is defined in the Investment
         Company Act of 1940, as amended) in the United    States;

                 (b)      the business of furnishing investment advisory or
         management services to clients other than Investment Companies in the
         United States;

                 (c)      assisting any Investment Company with which the ISG
         has or ever (whether before or after the date hereof) had any
         investment advisory or management agreement (each a "Fund") or any
         other present or past client of the ISG (a "Client") in internalizing
         the investment management or investment advisory function or any other
         function or service provided by the ISG to any such Fund or Client,
         subject to





                                       8
<PAGE>   9
         Global Partner's fiduciary duty owed to any of the Funds or the
directors or trustees thereof;,

                 (d)      being a party to any contractual or business
         relationship with any Fund or Client involving services related to
         investment management or investment advisory services, if such related
         services are also provided by the ISG or by any other person at the
         ISG's direction to any Fund or Client;

                 (e)      soliciting, offering to employ or employing, directly
         or indirectly, in any capacity any person who is or was (at any time
         after the date hereof) was a director, officer, trustee, partner,
         employee or client of the ISG, any member of the AMVESCO Group or of
         any of the Funds or inducing any such person to sever his or her
         relationship therewith or to establish a relationship with any other
         person;

                 (f)      soliciting or otherwise attempting to establish,
         directly or indirectly, for himself or any other person, firm or
         entity any business relationship involving or relating to the
         provision of investment management or advisory services with any firm,
         corporation or other business organization who is or ever (whether
         before or after the date hereof) was a customer or client of the
         Company or any member of the AMVESCO Group; or

                 (g)      authorizing or knowingly approving the taking of any
         action set forth in clauses (c) through (f) above by any other person.

         9.      Remedies. (a) The parties acknowledge that a breach or threat
to breach any of the terms of this Agreement by Global Partner would result in
material and irreparable damage and injury to the Company and INVESCO, and that
it would be difficult or impossible to establish the full monetary value of
such damage.  Therefore, in addition to any other rights or remedies that the
Company or any member of the AMVESCO Group may have at law or in equity, the
Company and the AMVESCO Group shall be entitled to injunctive relief by a court
of appropriate jurisdiction in the event of Global Partner's breach or
threatened breach of any of the terms contained in this Agreement.  In the
event of any breach or threatened breach of this Agreement by Global Partner,
if the Company or any member of the AMVESCO Group should employ attorneys or
incur other expenses for the enforcement of any obligation or agreement of
Global Partner contained herein and shall prevail, Global Partner shall
reimburse the Company or such member, as the case may be, for its reasonable
attorneys' fees and such other expenses so incurred.  If Global Partner employs
attorneys or incurs other expenses in connection with the defense of any action
for injunctive relief hereunder and Global Partner prevails, the Company shall
reimburse Global Partner for his reasonable attorneys' fees and such other
expenses so incurred.





                                       9
<PAGE>   10
         (b)     The Company and Global Partner agree to submit to final and 
binding arbitration any and all disputes, claims (whether in tort, contract,
statutory or otherwise) and/or disagreements concerning the interpretation or
application of this Agreement, the Global Partner's Employment by the Company
and INVESCO and/or the termination of this Agreement and/or the Global
Partner's Employment by the Company and INVESCO.  Any such dispute, claim
and/or disagreement shall be resolved by arbitration, by a mutually acceptable
arbitrator, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the "AAA").  If, within 30 days of the initiation of
an arbitration hereunder, the parties cannot agree on a mutually acceptable
arbitrator, each party will designate an arbitrator pursuant to Rule 14 of the
AAA Rules.  The appointed arbitrators shall appoint a neutral arbitrator from
the panel in the manner prescribed in Rule 13 of the AAA Rules.  The
Arbitrators shall apply the law of Texas.  All meetings of the Arbitrators
shall be held in Houston, Texas.  Global Partner and the Company agree that the
decision of the arbitrators selected hereunder shall be final and binding on
both parties.  This arbitration provision is expressly made pursuant to and
shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-14.  The
Parties hereto agree that, pursuant to Section 9 of the Federal Arbitration
Act, a judgment of the United States District Court for the Southern District
of Texas, Houston Division, shall be entered upon the award made pursuant to
the arbitration provision.  The provisions of this Section 9(b) do not apply to
actions brought by the Company or any member of the AMVESCO Group for
injunctive or other equitable relief under Section 9(a) in respect of claims
under Sections 4, 5, 6, 7, 8 or 9(b).

         10.     Assignments.  The terms and provisions of this Agreement shall
inure to the benefit of and be binding upon the Company, INVESCO and any of
their respective successors and assigns and shall inure to the benefit of and
be binding upon Global Partner and his heirs and personal representatives.  The
parties hereto specifically acknowledge and agree that, in connection with the
assignment of the assets of the Company to Newco Sub (as defined in the Merger
Agreement) immediately following the consummation of the Merger, this Agreement
will be assigned to Newco Sub.

         11. Applicable Law.  This Agreement has been entered into in and shall
be governed by and construed under the internal laws of the state of Texas.

         12.     Notice.  Any notice required or permitted to be given pursuant
to this Agreement shall be deemed sufficiently given when delivered in person
or when deposited in the United States mail or by Federal Express or similar
overnight delivery service or by telecopy or fax.

         13.     Term.  The parties hereto agree that Global Partner's
Employment shall commence on the effective date of the Merger and shall
continue until it is terminated (a) by the Company or INVESCO pursuant to
Section 4 (a)(i) or 4(b); (b) due to death or disability pursuant to Section
4(d); (c) subject to Section 4(h), by Global Partner on 60 days prior





                                       10
<PAGE>   11
written notice to the Company and INVESCO pursuant to Section 4(c); or (d)
effective as of a date on or after the Fourth Anniversary, by the Company,
INVESCO or Global Partner pursuant to Section 4(a) (ii) .

         14.     Non-waiver.  The failure of the Company, INVESCO or Global
Partner to insist upon strict performance of the terms of this Agreement or to
exercise any option herein, shall not be construed as a waiver or a
relinquishment in the future of such term or option, but that the same shall
continue in full force and effect.

         15.     Interpretation; Severability of Invalid Provisions.  All
rights and restrictions contained in this Agreement may be exercised and shall
be applicable and binding only to the extent that they do not violate any
applicable laws and are intended to be limited to the extent necessary so that
they will not render this Agreement illegal, invalid or unenforceable.  If any
term of this Agreement shall be held to be illegal, invalid or unenforceable by
a court of competent jurisdiction, the remaining terms shall remain in full
force and effect.  The provisions of this Agreement do not in any way limit or
abridge the Company's or INVESCO's rights under the laws of unfair competition,
trade secret, copyright, patent, trademark or any other applicable law(s), all
of which are in addition to and cumulative of the Company's and INVESCO's
rights under this Agreement.  The existence of any claim by Global Partner
against the Company or INVESCO, whether predicated on this Agreement or
otherwise, shall not constitute a defense to enforcement by the Company or
INVESCO of any or all of such provision or covenants.

         16.     Entire Agreement.  This Agreement constitutes the entire
agreement between the Company, INVESCO and Global Partner with respect to the
subject matter, and supersedes any prior agreement or understanding with
respect to the subject matter hereof, including, without limitation, any
existing employment agreement between Global Partner and the Company or any
affiliate thereof.





                                       11
<PAGE>   12
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed under seal as of the day and year first above written.


                                         A I M Management Group Inc.
                                         
                                         
                                         
                                         By: /s/ CHARLES T. BAUER              
                                            ------------------------------------
                                                                                
                                         Title: Chairman and CEO                
                                               ---------------------------------
                                                                                
                                                                                
                                         INVESCO PLC                            
                                                                                
                                         By: ILLEGIBLE                         
                                            ------------------------------------
                                                                                
                                         Title: COMPANY SECRETARY              
                                               ---------------------------------
                                                                                
                                                                                
                                         Global Partner                         
                                                                                
                                                                                
                                         By: /s/ ROBERT H. GRAHAM              
                                            ------------------------------------
                                             Robert H. Graham
<PAGE>   13
                                   EXHIBIT A
                               To Agreement among


                                Robert H. Graham


                          A I M Management Group Inc.


                                      and


                                  INVESCO PLC

     I.    Regular Compensation and Benefits.  As basic compensation for the
services of Global Partner, the Company shall pay Global Partner an initial
base salary of $450,000 per annum, subject to withholdings pursuant to
applicable law or regulation, and payable in accordance with the payment
practices adopted by the Company.  The base salary shall be reviewed by the
Company annually, and the rate thereof may be adjusted upward upon such review.
During the term of Employment, Global Partner shall be entitled to receive the
following benefits:

                 (i)   Group hospitalization, major medical, long-term
                       disability and life insurance coverage to the extent
                       such coverage is available to other personnel of the
                       Company in comparable positions with and having duties
                       comparable to those of the Global Partner and such other
                       insurance coverage as is similarly available;

                 (ii)  Participation in any bonus or profit sharing plan or
                       pension that the Company makes generally available to
                       its key employees; and

                 (iii) Such vacation, holidays, and other paid or unpaid leaves
                       of absence as the Company's Board of Directors may
                       approve.

     The Company and INVESCO agree to reimburse Global Partner for all
reasonable expenses incurred by him on behalf of the Company of INVESCO, as the
case may be, and Global Partner acknowledges that work beyond the standard
working hours may be necessary consistent with past practices.  The combined
amount of base salary and cash bonus attributable to any one year shall be at
least the total amount set forth in II of this Exhibit A.
<PAGE>   14
     II.   Minimum Compensation.  Global Partner's Minimum Compensation
(calendar year basis) shall be:

                       Salary       $450,000

                 The above amount will be pro-rated for any partial year on a
daily basis.





                                       2
<PAGE>   15
                               EXHIBIT B - PART I

                                  GOOD REASON


Subject to compliance with the procedures and covenants contained in Section
4(h)(i) and 4(h)(iii) of the Agreement, Good Reason shall mean the occurrence
of any of the following events that (i) is not otherwise agreed to in writing
by at least a majority of the AIM Designees, as defined in the Voting
Agreement, dated as of November 4, 1996, by and among INVESCO, the Shareholders
(as defined in such Voting Agreement), the members of the INVESCO Board of
Directors as of the date of such Voting Agreement listed on the signature page
thereto and the Original Designees, as defined in such Voting Agreement, listed
on the signature page thereto (the "Voting Agreement") and (ii) except as
specified otherwise below, is not cured by the Company or INVESCO within 60
days following its receipt of written notice from Global Partner thereof:

     1.    Without Global Partner's express written consent, the assignment to
           him by INVESCO or by the Company at the direction of INVESCO of any
           material duties that are inconsistent with his positions, duties,
           responsibilities and status as set forth in Section 1 of the
           Agreement, or a material diminishment by INVESCO or by the Company
           at the direction of INVESCO of his responsibilities, which change or
           inconsistency is not cured by the Company or INVESCO within 30 days
           following its receipt of written notice from Global Partner
           specifying such change or inconsistency.

     2.    Without Global Partner's express written consent, any requirement of
           INVESCO or of the Company at the direction of INVESCO that Global
           Partner be based outside the Houston metropolitan area or perform a
           substantial portion of his services hereunder at any location or
           locations other than the Houston metropolitan area (except for
           ordinary business related travel outside of such area), which
           requirement is not rescinded by the Company or INVESCO within 30
           days following its receipt of notice from Global Partner specifying
           the requirement.

     3.    The Company's or INVESCO's wilful and material breach of any of the
           provisions of this Agreement, which breach is not cured by the
           Company or INVESCO within 30 days following its receipt of written
           notice from Global Partner specifying the breach.

     4.    Any change by INVESCO of the corporate name of the Company or any of
           the Company's existing subsidiaries.
<PAGE>   16
     5.    Any wilful breach by INVESCO of the portion of Section 3.2.9 of the
           Merger Agreement relating to the change of the name of INVESCO PLC
           to AMVESCO PLC.

     6.    If for any reason other than his death, disability or resignation or
           other separation from employment, prior to the Fourth Anniversary,
           Charles T. Bauer is not nominated to be Vice Chairman of the Board
           of INVESCO.

     7.    If, prior to the Fourth Anniversary, INVESCO causes more than one
           person to serve simultaneously as Vice Chairman of the Board of
           INVESCO.

     8.    If, as a result of any act or failure to act of INVESCO, the ISG
           management committee fails to constitute one of the two management
           committees of INVESCO or there are more than two management
           committees of INVESCO.

     9.    If INVESCO causes the chief executive of any business within the ISG
           to report directly to any person other than one or more of Robert H.
           Graham, Charles T. Bauer, Gary Crum and Michael Cemo (or such of
           them who are employed by the Company or INVESCO at the relevant time
           (the "AIM Senior Officers")) or a designee thereof or causes any
           principal executive officer of any such business to report directly
           to any person other than the chief executive of such business.

     10.   If at any time INVESCO precludes the AIM Senior Officers from
           appointing two members of the other management committee of INVESCO.

     11.   If INVESCO precludes the AIM Senior Officers from determining the
           composition and number of members of the ISG Management Committee
           (other than in respect of 2 non-ISG officers of INVESCO who may be
           appointed by the INVESCO Designees (as defined in the Voting
           Agreement)).

     12.   If INVESCO precludes the management committee of the ISG from (i)
           managing the daily operations of the businesses of the ISG,
           including without limitation, trading risk, credit risk, information
           technology, internal audit, client business decisions and
           infrastructure decisions, or (ii) except to the extent duplicative of
           professional or other service providers retained by INVESCO to
           represent or advise the AMVESCO Group, selecting professional
           advisors and other similar service providers for the constituent
           businesses, it being understood that the responsibility of the
           management committee of the ISG for daily operations of the ISG
           shall be exercised in a manner consistent with the business and
           strategic plans set by the INVESCO Board of Directors





                                       2
<PAGE>   17
           and the policies and procedures of INVESCO approved by the Board
           applicable generally to all members of the AMVESCO Group.

     13.   If INVESCO causes the employment of any other AIM Senior Officer to
           be involuntarily terminated without Cause.

     14.   If, following the written request of Global Partner, INVESCO refuses
           to nominate him to the Board of Directors or comparable governing
           body, if any, of any of the constituent businesses of the ISG.

     15.   If, at any time prior to the Fourth Anniversary, the General Counsel
           of INVESCO is someone not approved in writing by a majority of the
           AIM Senior Officers or if the Office of General Counsel of INVESCO
           is vacant for more than 90 consecutive days as a result of the
           wilful failure of INVESCO to diligently conduct an executive search
           for a qualified individual to fill such vacancy, in all such cases,
           provided that from time to time the Chief Executive Officer of
           INVESCO shall be consulted concerning the candidates being
           considered to fill any such vacancy and any candidate selected to
           fill such vacancy shall be reasonably acceptable to the Chief
           Executive Officer of INVESCO and the INVESCO Board.





                                       3
<PAGE>   18
                              APPENDIX B - PART II

                           INDIVIDUAL SERVICES GROUP


     The primary geographic area of ISG's operations will be North America,
provided ISG will not be precluded from organizing offshore funds, from
distributing its products offshore or from entering into joint ventures
offshore e.g.  Pakistan, it being understood that any such activities shall be
undertaken only in a manner consistent with the business plan of INVESCO as
approved by the Board of Directors of INVESCO.

     To the extent any existing North American entity within the AMVESCO Group
operates in businesses covered by the ISG as well as other members of the
AMVESCO Group, such entities shall establish appropriate dual reporting or
similar mechanisms to facilitate reporting to the appropriate division.

     The businesses reporting to the ISG are the businesses operated by the
Company as of the date hereof and all businesses operated by INVESCO or its
subsidiaries which are part of the INVESCO Individual Services Group as of the
date hereof (collectively, the "ISG Companies') and any other company hereafter
formed or acquired which engages in the business of the type engaged in by the
ISG Companies as of the date hereof.

<PAGE>   1

                                                                   EXHIBIT 10.53


                              EMPLOYMENT AGREEMENT

   This Employment Agreement is made and entered into as of the fourth day of
November, 1996 between A I M Management Group Inc., a Delaware corporation (the
"Company"), INVESCO PLC, a public company incorporated under the laws of
England, to be known as AMVESCO PLC following the Merger, as defined below
("INVESCO"), and Michael J. Cemo, a resident of Texas ("Global Partner").

   WHEREAS, the Company desires to employ Global Partner in accordance with the
terms and conditions hereinafter set forth, and Global Partner desires to
accept employment with the Company on the terms and conditions hereinafter set
forth;

   WHEREAS, pursuant to the Agreement and Plan of Merger among the Company,
INVESCO and INVESCO Group Services Inc., dated as of November 4, 1996 (the
"Merger Agreement"), the Company proposes to become a member of a group of
related companies (collectively, the "AMVESCO Group") effective upon a business
combination between INVESCO and the Company through a merger of the Company
into and with a wholly-owned subsidiary of INVESCO (the "Merger");

   WHEREAS, a condition precedent to the Merger is that Global Partner enter
into this Employment Agreement;

   WHEREAS, Global Partner acknowledges that the proprietary customer,
operations, investment, investment technique, financial and business
information that has been learned and will be learned about the business of the
Company and/or the AMVESCO Group could be used to harm the interests of the
Company and/or the AMVESCO Group or compete unfairly with the Company and/or
the AMVESCO Group and could also be of great value to the competitors of the
Company and/or the AMVESCO Group; and

   WHEREAS, Global Partner further acknowledges that such proprietary customer,
operations, investment, investment technique, financial and business
information has been developed and will be developed during the course of
Global Partner's employment with the Company through the expenditure by the
Company or other entities in the AMVESCO Group of substantial effort, time and
money.

   NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter set forth and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the parties
hereto covenant and agree as follows:

   1.    Employment and Duties. (a) Commencing at the effective time of the
Merger (the "Commencement Date"), the Company agrees to employ Global Partner
as
<PAGE>   2
Senior Vice President and Director of Retail Marketing of the Company (the
"Employment").  During the term of this Agreement, Global Partner agrees to be
a full-time employee of the Company and INVESCO and to devote full time, energy
and skill to the business of the Company and the AMVESCO Group.

   (b)   Notwithstanding Global Partner's full time Employment, Global Partner
may participate in industry groups such as the ICI and may engage in personal
investment activity (either alone or together with the other Senior AIM
Executives (as defined in Exhibit B. Part I)), charitable work, and, subject to
the prior written approval of the Board of Directors of INVESCO, other business
activity.  Global Partner will not, however, engage in any business or activity
that is competitive with the activity of the Company or the AMVESCO Group, or
will result in any violation of those of the Company's policies that have been
communicated in writing to Global Partner or in a conflict of interest with the
Company and the business of the Company and the AMVESCO Group or with the
duties of the AMVESCO Group to its clients, or materially affect Global
Partner's ability to perform his or her duties under this Agreement.

   2.    Compensation and Benefits.  Global Partner shall be entitled during
the term of his Employment to the compensation and benefits set forth at
Exhibit A-Part I to this Agreement.  Exhibit A may be amended from time to
time, such amended or replacement Exhibit A to take effect when signed by the
Company, INVESCO and Global Partner.

   3.    Place of Employment.  Global Partner's place of employment shall be
with the Company in Houston, Texas (except for ordinary business related travel
outside of such area).

   4.    Termination of Employment. (a) By the Company without Cause or By
Global Partner on Notice.  Except as provided in this Section and except as may
be agreed to in writing by the parties hereto, (i) Global Partner's Employment
may be terminated by the Company and INVESCO for any reason at any time prior
to the fourth anniversary of the Commencement Date (the "Fourth Anniversary")
effective immediately upon sending notice of such termination by the Company to
Global Partner and (ii) on or after the Fourth Anniversary, Global Partner's
Employment may be terminated by the Company, INVESCO or Global Partner for any
reason effective as of a date one year after receipt of notice of such
termination by the other parties, it being understood that the Company, INVESCO
or Global Partner may deliver such one year's notice of termination under
clause (ii) hereof at any time following the third anniversary of the
Commencement Date.

   (b)   By the Company with Cause.  Subject to Section 4(h) hereof in the case
of a termination pursuant to the following clause (i), the Company and INVESCO
may terminate Global Partner's Employment under this Agreement immediately by
notice in





                                       2
<PAGE>   3
writing if at any time during the term of this Agreement, Global Partner: (i)
shall be in continuing material breach, which is not cured within 30 days of
receipt by Global Partner of written notice thereof from the Chief Executive
Officer of INVESCO, of any material term of this Agreement or the written
policies or procedures of the Company or the AMVESCO Group which are applicable
to and made known to Global Partner in writing and which are required by law or
established to maintain compliance with applicable law or the Code of Ethics
applicable to the Individual Services Group (as defined in Exhibit B, Part II
to this Agreement) (the "ISG"); (ii) shall be guilty of or any act of fraud,
dishonesty, embezzlement, theft, misappropriation or similar conduct or other
financial crime against the AMVESCO Group or any of its constituent companies
or any client of the AMVESCO Group (other then arising by an inadvertent error
in connection with an expense reimbursement by Global Partner); (iii) shall
be convicted of any felony or shall enter a plea of nolo contendere to a
felony; or (iv) shall engage in any act or omission which substantially or
materially violates the requirements or prohibitions of any securities law or
any governmental entity or agency which is not cured within 30 days of receipt
by Global Partner of written notice thereof from the Chief Executive Officer of
INVESCO; provided that any such notice shall be delivered to Global Partner not
more than 60 days after an executive officer of INVESCO (other than Global
Partner) first knows of the occurrence of such event.

   (c)   By Global Partner for Good Reason.  Subject to Section 4(h) hereof,
Global Partner may terminate his Employment hereunder prior to the Fourth
Anniversary for Good Reason which is defined in Exhibit B, Part I to this
Agreement.

   (d)   Termination of Employment Because of Death or Disability.  Global
Partner's Employment shall be terminated as a result of his or her death or,
immediately on notice by the Company to such effect, his or her physical or
mental disability due to accident or illness which prevents Global Partner for
a period of six consecutive months, from performing the essential duties of the
position he holds at that time with reasonable accommodation as determined by
INVESCO, based on the advice of a mutually acceptable physician.

   (e)   Payments and Obligations on Termination.  In the event of a
termination of Global Partner's Employment effective at any time prior to the
Fourth Anniversary by the Company or INVESCO, other than pursuant to Section
4(b) or 4(d), or in the event of termination of Global Partner's Employment
effective at any time prior to the Fourth Anniversary by Global Partner
pursuant to Section 4(c), Global Partner shall be entitled to receive continued
payments of his minimum salary and bonus as specified in Exhibit A, Part II
until the later of the Fourth Anniversary or the first anniversary of
termination of Employment and all other obligations of the Company and INVESCO
hereunder (other than those in Section 4(f)) shall terminate immediately.
Global Partner shall be under no obligation to accept any employment during the
period for which Global Partner receives such continued salary and bonus
payments hereunder or to otherwise attempt to mitigate the





                                       3
<PAGE>   4
payment of such amounts by the Company and the Company and INVESCO waive any
right to allege that Global Partner has any duty to mitigate the payment of
such amounts.  In the event of a termination of Employment pursuant to Section
4(d), Global Partner (or his or her estate) shall be entitled to receive his or
her minimum salary as set forth in Exhibit A, Part II for a period of three
months following such termination and all other obligations of the Company
hereunder (other than those in Section 4(f)) shall terminate immediately.  In
the event of any other termination of Employment, all obligations of the
Company and INVESCO (other than those in Section 4(f)) shall immediately
terminate on the effective date of such termination.  In the event of any
termination of Employment (other than due to the death of Global Partner), the
obligations of Global Partner under Sections 5, 6, 7, 8 and 9 hereof shall
continue in full force and effect for the period specified in each such
Section.  In the event of a termination of the Employment by Global Partner for
Good Reason pursuant to Section 4(c), the Global Partner shall have the right
to terminate all (but not less than all) of his rights and obligations under
the Voting Agreement (as defined in Exhibit B, Part I) as of the effective date
of such termination of Global Partner's employment, such right to expire if not
exercised within 60 days following the effective date of such termination of
employment.

   (f)   Other Payments.  Any unpaid salary that has accrued through the date
on which Employment is terminated will be paid to Global Partner upon the
termination date or, if Global Partner has given notice of such termination, on
the next regular pay date.  Any unpaid bonuses which were awarded prior to the
date of termination of Employment will be paid within a reasonable time.  In
the event of any termination of Global Partner's Employment pursuant to Section
4(a), Section 4(c) or Section 4(d), any unpaid deferred bonuses which were
awarded prior to the date of termination of Employment will be paid within a
reasonable time.  In the event of a termination under Section 4(d) disability
or death benefits paid under any insurance plan which may be maintained by the
Company or INVESCO for Global Partner will be paid to Global Partner or his
estate.  Following a notice of termination of Employment, the parties may, but
are not obligated to, enter into an agreement establishing transition
compensation and employee obligations which differ from those provided by this
Agreement.

   (g)   Options.  This Agreement does not pertain to or modify any option plan
or option agreement.

   (h)   Certain Procedures.

   (i)   Termination by Global Partner.  In the event that Global Partner
asserts that he has the right to terminate the Employment for Good Reason
pursuant to Section 4(c), the following procedures shall apply:

   (A)   Global Partner will deliver written  notice  thereof  to  the  Company
   and  to INVESCO, Attention: Chief Executive Officer, setting forth in
   reasonable





                                       4
<PAGE>   5
   detail the facts and circumstances Global Partner believes provide the basis
   for such termination.

   (B)   Such notice will constitute a request by Global Partner that an
   arbitration proceeding be initiated pursuant to Section 9(b) of this
   Agreement to determine whether, in fact, Global Partner has the right to
   terminate the Employment for Good Reason.

   (C)   Notwithstanding any other provision of this Agreement or any Exhibit
   hereto, until the entry of a final judgment by a court of competent
   jurisdiction as contemplated by Section 9(b) confirming that Global Partner,
   in fact, has the right to terminate the Employment for Good Reason, the
   parties hereto acknowledge and agree that Global Partner's Employment shall
   not be deemed terminated pursuant to Section 4(a) or 4(c).

   (ii)   Termination by the Company and/or INVESCO.  In the event that the
Company and/or INVESCO asserts that it has the right to terminate the
Employment for Cause pursuant to clause (i) of Section 4(b), the following
procedures shall apply:

   (A)   The Company and/or INVESCO, as the case may be, will deliver written
   notice thereof to Global Partner, setting forth in reasonable detail the
   facts and circumstances the Company and/or INVESCO believes provide the
   basis for such termination.

   (B)   Such notice will constitute a request by the Company and/or INVESCO
   that an arbitration proceeding be initiated pursuant to Section 9(b) of this
   Agreement to determine whether, in fact, the Company and/or INVESCO has the
   right to terminate the Employment for Cause.

   (C)   Notwithstanding any other provision of this Agreement or any Exhibit
   hereto, until the entry of a final judgment by a court of competent
   jurisdiction as contemplated by Section 9(b) confirming that the Company
   and/or INVESCO, in fact, has the right to terminate the Employment for
   Cause, the parties hereto acknowledge and agree that Global Partner's
   Employment shall not be deemed terminated pursuant to Section 4(a), 4(b) or
   4(c).

   (iii) Global Partner agrees that pending the conclusion of any arbitration 
initiated pursuant to Section 4(h)(i) or 4(h)(ii) and the entry of a final 
judgment by a court of competent jurisdiction as contemplated by Section 9(b), 
Global Partner will continue to carry out the duties of his Employment as set 
forth herein. In addition, Global Partner, the Company and INVESCO each agree 
to use all reasonable efforts such that the pending disagreement between 
Global Partner and the Company and





                                       5
<PAGE>   6
INVESCO will not adversely impact the business or operations of the Company or
INVESCO or their respective employment, client or other business relationships,
including, without limitation, reasonable efforts to keep the fact of such
disagreement and the subject matter thereof as confidential as possible in the
circumstances.

   5.    Confidentiality.  Global Partner agrees that both during the term of
this Agreement and after the termination of this Agreement, Global Partner will
hold in a fiduciary capacity for the benefit of the Company, and will not
directly or indirectly use or disclose (except as authorized in writing by the
Company) any "Confidential Information," as defined hereafter.  The term
"Confidential Information" as used in this Agreement shall mean and include any
information, data and know-how relating to the business of the Company or any
member of the AMVESCO Group that is disclosed to Global Partner by the Company
(or a member of the AMVESCO Group) or known by him as a result of his
relationship with the Company or any member of the AMVESCO Group and not
generally within the public domain including, but not limited to, all
intellectual property and proprietary research developed by and/or known to
Global Partner during his Employment with the AMVESCO Group (including the
Company).  The term "Confidential Information" does not include information
that has become generally available to the public by act of one who has the
right to disclose such information through presentation or otherwise without
violating any right of the Company, any member of the AMVESCO Group or the
client to which such information pertains.

   6.    Right to Material: Return of Material.  Global Partner agrees that
all records, files, memoranda, data in machine readable form, reports, fee
lists, customer lists, drawings, plans, sketches, documents and the like,
relating to the business of the Company or any member of the AMVESCO Group,
including, but not limited to, all intellectual property and proprietary
research which Global Partner shall use or develop or come in contact with in
the course of or as the result of his employment with the Company or any member
of the AMVESCO Group shall remain the sole property of the Company and/or the
AMVESCO Group (as the case may be).

   Upon termination of Global Partner's employment with the Company or INVESCO
for any reason, Global Partner will deliver promptly to the Company all
materials, documents, plans, records, notes, drawings, designs or papers, in
whatever recorded form, and any copies thereof in Global Partner's possession
or control relating in any way to THE business of the Company and/or the
AMVESCO Group, which at all times shall be the property of the Company.  Global
Partner shall certify to the Company that any such data in machine readable
form has been removed from any computer personally owned by Global Partner and
all back up copies made by Global Partner have been destroyed.

   7.    Work for Hire Acknowledgment; Assignment.  Global Partner
acknowledges that all of Global Partner's work on and contributions to the
business of the





                                       6
<PAGE>   7
Company and/or the AMVESCO Group, including, without limitation, any and all
investment decisions, models, processes and methodology or any other
contribution to such business (such as quantitative models, designs, artwork
and other expressions in any recorded form) (collectively, the 'Works") are
within the scope of Global Partner's employment and are a part of the services,
duties and responsibilities of Global Partner.  All of Global Partner's work on
and contributions to the Works will be rendered and made by Global Partner for,
at the instigation of, and under the overall direction of the Company, and all
of Global Partner's said work and contributions, as well as the Works, are and
at all times shall be regarded as "work made for hire" as that term is used in
the United States Copyright Laws.  Global Partner also acknowledges that
investment decisions are a result of the Company's effort and the performance
or other "track" record of any mutual fund or other account is a result of the
Company effort and is the property of the Company and not of Global Partner.
Without curtailing or limiting these acknowledgments, Global Partner hereby
assigns, grants and delivers exclusively to the Company all rights, titles and
interests in and to any such Works, and all copies and versions, including all
copyrights and renewals.  At any time upon request by the Company, Global
Partner will execute and deliver to the Company, or its successors and assigns,
such other and further assignments, instruments and documents as the Company
(or such successors or assigns) from time to time reasonably may request for
the purpose of establishing, registering, evidencing, and enforcing or
defending its complete, exclusive, perpetual and worldwide ownership of all
rights, titles, interests and copyrights, in and to the Works, and Global
Partner hereby constitutes and appoints the Company as his agent and
attorney-in-fact, with full power of substitution, to execute and deliver such
assignments, instruments or documents as Global Partner may fail or refuse to
execute and deliver, this power and agency being coupled with an interest and
being irrevocable.

   8.    No Solicitation and Non-Competition.  Global Partner will not, (i) in
the case of a termination of Global Partner's Employment for any reason
effective as of a date prior to the Fourth Anniversary, at any time prior to
the later of (x) the Fourth Anniversary or (y) the second anniversary of the
termination of Global Partner's Employment pursuant to this Agreement or (ii)
in the case of a termination of Global Partner's Employment for any reason
effective as of a date after the Fourth Anniversary, at any time prior to the
first anniversary of the date a notice of termination of Global Partner's
Employment is delivered pursuant to Section 4 of this Agreement, in any such
case, without the express prior written consent of the Board of Directors of
the Company and INVESCO, directly or indirectly, either engage in or
participate in or invest in or assist, as owner, part-owner, shareholder (in
the case of any publicly traded company, ownership of any equity interest
exceeding 2.5%), partner, principal, director, officer, trustee, employee,
agent or consultant, or in any other capacity, any planned or existing firm,
corporation, or other business organization (other than the Company and INVESCO
(or any subsidiary of the Company or INVESCO) and any foundation established by
any AIM Senior Officer which engages in any of the following (except that
Global Partner shall be permitted, on his own behalf or on behalf of any new





                                       7
<PAGE>   8
business organization established by Global Partner, either alone or together
with those other AIM Senior Officers who are then no longer employed by the
Company or any member of the AMVESCO Group, to manage the investment of his own
personal assets and the assets of such other AIM Senior Officers, together with
up to an aggregate of $100 million in assets of any other person or entity):

         (a)     the business of furnishing investment advice to Investment
   Companies (as that term is defined in the Investment Company Act of 1940, as
   amended) in the United States;

         (b)     the business of furnishing investment advisory or management
   services to clients other than Investment Companies in the United States;

         (c)     assisting any Investment Company with which the ISG has or
   ever (whether before or after the date hereof) had any investment advisory
   or management agreement (each a "Fund") or any other present or past client
   of the ISG (a "Client") in internalizing the investment management or
   investment advisory function or any other function or service provided by
   the ISG to any such Fund or Client, subject to Global Partner's fiduciary
   duty owed to any of the Funds or the directors or trustees thereof;

         (d)     being a party to any contractual or business relationship with
   any Fund or Client involving services related to investment management or
   investment advisory services, if such related services are also provided by
   the ISG or by any other person at the ISG's direction to any Fund or Client;

         (e)     soliciting, offering to employ or employing, directly or
   indirectly, in any capacity any person who is or was (at any time after the
   date hereof) was a director, officer, trustee, partner, employee or client
   of the ISG, any member of the AMVESCO Group or of any of the Funds or
   inducing any such person to sever his or her relationship therewith or to
   establish a relationship with any other person;

         (f)     soliciting or otherwise attempting to establish, directly or
   indirectly, for himself or any other person, firm or entity any business
   relationship involving or relating to the provision of investment management
   or advisory services with any firm, corporation or other business
   organization who is or ever (whether before or after the date hereof) was a
   customer or client of the Company or any member of the AMVESCO Group; or

         (g)     authorizing or knowingly approving the taking of any action
   set forth in clauses (c) through (f) above by any other person.





                                       8
<PAGE>   9
   9.    Remedies. (a) The parties acknowledge that a breach or threat to
breach any of the terms of this Agreement by Global Partner would result in
material and irreparable damage and injury to the Company and INVESCO, and that
it would be difficult or impossible to establish the full monetary value of
such damage.  Therefore, in addition to any other rights or remedies that the
Company or any member of the AMVESCO Group may have at law or in equity, the
Company and the AMVESCO Group shall be entitled to injunctive relief by a court
of appropriate jurisdiction in the event of Global Partner's breach or
threatened breach of any of the terms contained in this Agreement.  In the
event of any breach or threatened breach of this Agreement by Global Partner,
if the Company or any member of the AMVESCO Group should employ attorneys or
incur other expenses for the enforcement of any obligation or agreement of
Global Partner contained herein and shall prevail, Global Partner shall
reimburse the Company or such member, as the case may be, for its reasonable
attorneys' fees and such other expenses so incurred.  If Global Partner employs
attorneys or incurs other expenses in connection with the defense of any action
for injunctive relief hereunder and Global Partner prevails, the Company shall
reimburse Global Partner for his reasonable attorneys' fees and such other
expenses so incurred.

   (b)   The Company and Global Partner agree to submit to final and binding
arbitration any and all disputes, claims (whether in tort, contract, statutory
or otherwise) and/or disagreements concerning the interpretation or application
of this Agreement, the Global Partner's Employment by the Company and INVESCO
and/or the termination of this Agreement and/or the Global Partner's Employment
by the Company and INVESCO.  Any such dispute, claim and/or disagreement shall
be resolved by arbitration, by a mutually acceptable arbitrator, in accordance
with the Commercial Arbitration Rules of the American Arbitration Association
(the "AAA").  If, within 30 days of the initiation of an arbitration hereunder,
the parties cannot agree on a mutually acceptable arbitrator, each party will
designate an arbitrator pursuant to Rule 14 of the AAA Rules.  The appointed
arbitrators shall appoint a neutral arbitrator from the panel in the manner
prescribed in Rule 13 of the AAA Rules.  The Arbitrators shall apply the law of
Texas.  All meetings of the Arbitrators shall be held in Houston, Texas.
Global Partner and the Company agree that the decision of the arbitrators
selected hereunder shall be final and binding on both parties.  This
arbitration provision is expressly made pursuant to and shall be governed by
the Federal Arbitration Act, 9 U.S.C. Sections 1-14.  The Parties hereto agree
that, pursuant to Section 9 of the Federal Arbitration Act, a judgment of the
United States District Court for the Southern District of Texas, Houston
Division, shall be entered upon the award made pursuant to the arbitration
provision.  The provisions of this Section 9(b) do not apply to actions brought
by the Company or any member of the AMVESCO Group for injunctive or other
equitable relief under Section 9(a) in respect of claims under Sections 4, 5,
6, 7, 8 or 9(b).

   10.   Assignments. The terms and provisions of this Agreement shall inure to
the benefit of and be binding upon the Company, INVESCO and any of their
respective successors and assigns, and upon Global Partner and his heirs and
personal representatives.





                                       9
<PAGE>   10
The parties hereto specifically acknowledge and agree that, in connection with
the assignment of the assets of the Company to Newco Sub (as defined in the
Merger Agreement) immediately following the consummation of the Merger, this
Agreement will be assigned to Newco Sub.

   11.   Applicable Law.  This Agreement has been entered into in and shall be
governed by and construed under the internal laws of the state of Texas.

   12.   Notice.  Any notice required or permitted to be given pursuant to this
Agreement shall be deemed sufficiently given when delivered in person or when
deposited in the United States mail or by Federal Express or similar overnight
delivery service or by telecopy or fax.

   13.   Term.  The parties hereto agree that Global Partner's Employment shall
commence on the effective date of the Merger and shall continue until it is
terminated (a) by the Company or INVESCO pursuant to Section 4 (a)(i) or 4(b);
(b) due to death or disability pursuant to Section 4(d); (c) subject to Section
4(h), by Global Partner on 60 days prior written notice to the Company and
INVESCO pursuant to Section 4(c); or (4) effective as of a date on or after the
Fourth Anniversary, by the Company, INVESCO or Global Partner pursuant to
Section 4(a) (ii) .

   14.   Non-waiver.  The failure of the Company, INVESCO or Global Partner to
insist upon strict performance of the terms of this Agreement or to exercise
any option herein, shall not be construed as a waiver or a relinquishment in
the future of such term or option, but that the same shall continue in full
force and effect.

   15.   Interpretation, Severability of Invalid Provisions.  All rights and
restrictions contained in this Agreement may be exercised and shall be
applicable and binding only to the extent that they do not violate any
applicable laws and are intended to be limited to the extent necessary so that
they will not render this Agreement illegal, invalid or unenforceable.  If any
term of this Agreement shall be held to be illegal, invalid or unenforceable by
a court of competent jurisdiction, the remaining terms shall remain in full
force and effect.  The provisions of this Agreement do not in any way limit or
abridge the Company's or INVESCO's rights under the laws of unfair competition,
trade secret, copyright, patent, trademark or any other applicable law(s), all
of which are in addition to and cumulative of the Company's and INVESCO's
rights under this Agreement.  The existence of any claim by Global Partner
against the Company or INVESCO, whether predicated on this Agreement or
otherwise, shall not constitute a defense to enforcement by the Company or
INVESCO of any or all of such provision or covenants.

   16.   Entire Agreement.  This Agreement constitutes the entire agreement
between the Company, INVESCO and Global Partner with respect to the subject
matter, and





                                       10
<PAGE>   11
supersedes any prior agreement or understanding with respect to the subject
matter hereof, including, without limitation, any existing employment agreement
between Global Partner and the Company or any affiliate thereof.





                                       11
<PAGE>   12
   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal as of the day and year first above written.

                                        A I M Management Group Inc.
                                        
                                        By:/s/ CHARLES T. BAUER    
                                           ---------------------------
                                        Title: Chairman and CEO
                                        
                                        
                                        
                                        INVESCO PLC

                                        By: ILLEGIBLE
                                           ---------------------------
                                        Title: COMPANY SECRETARY
                                        
                                        
                                        Global Partner

                                        /s/ MICHAEL J. CEMO     
                                        ------------------------------
                                        Michael J. Cemo





                                       12
<PAGE>   13
                                   EXHIBIT A
                               To Agreement among


                                Michael J. Cemo


                          A I M Management Group Inc.


                                      and


                                  INVESCO PLC

     I.    Regular Compensation and Benefits.  As basic compensation for the
services of Global Partner, the Company shall pay Global Partner an initial
base salary of $275,000 per annum (exclusive of commissions), subject to
withholdings pursuant to applicable law or regulation, and payable in
accordance with the payment practices adopted by the Company.  The base salary
shall be reviewed by the Company annually, and the rate thereof may be adjusted
upward upon such review.  During the term of Employment, Global Partner shall
be entitled to receive the following benefits:

           (i)   Group hospitalization, major medical, long-term disability and
                 life insurance coverage to the extent such coverage is
                 available to other personnel of the Company in comparable
                 positions with and having duties comparable to those of the
                 Global Partner and such other insurance coverage as is
                 similarly available;

           (ii)  Participation in any bonus or profit sharing plan or pension
                 that the Company makes generally available to its key
                 employees; and

           (iii) Such vacation, holidays, and other paid or unpaid leaves of
                 absence as the Company's Board of Directors may approve.

     The Company and INVESCO agree to reimburse Global Partner for all
reasonable expenses incurred by him on behalf of the Company of INVESCO, as the
case may be, and Global Partner acknowledges that work beyond the standard
working hours may be necessary consistent with past practices.  The combined
amount of base salary and cash bonus attributable to any one year shall be at
least the total amount set forth in II of this Exhibit A.
<PAGE>   14
     II.   Minimum Compensation.  Global Partner's Minimum Compensation
(calendar year basis) shall be:

  Salary            $750,000, inclusive of guaranteed commissions
  Bonus             $150,000

           The above amount will be pro-rated for any partial year on a daily
basis.





                                       2
<PAGE>   15

                               EXHIBIT B - PART I

                                  GOOD REASON


Subject to compliance with the procedures and covenants contained in Section
4(h)(i) and 4(h)(iii) of the Agreement, Good Reason shall mean the occurrence
of any of the following events that (i) is not otherwise agreed to in writing
by at least a majority of the AIM Designees, as defined in the Voting
Agreement, dated as of November 4, 1996, by and among INVESCO, the Shareholders
(as defined in such Voting Agreement), the members of the INVESCO Board of
Directors as of the date of such Voting Agreement listed on the signature page
thereto and the Original Designees, as defined in such Voting Agreement, listed
on the signature page thereto (the "Voting Agreement") and (ii) except as
specified otherwise below, is not cured by the Company or INVESCO within 60
days following its receipt of written notice from Global Partner thereof:

     1.    Without Global Partner's express written consent, the assignment to
           him by INVESCO or by the Company at the direction of INVESCO of any
           material duties that are inconsistent with his positions, duties,
           responsibilities and status as set forth in Section 1 of the
           Agreement, or a material diminishment by INVESCO or by the Company
           at the direction of INVESCO of his responsibilities, which change or
           inconsistency is not cured by the Company or INVESCO within 30 days
           following its receipt of written notice from Global Partner
           specifying such change or inconsistency.

     2.    Without Global Partner's express written consent, any requirement of
           INVESCO or of the Company at the direction of INVESCO that Global
           Partner be based outside the Houston metropolitan area or perform a
           substantial portion of his services hereunder at any location or
           locations other than the Houston metropolitan area (except for
           ordinary business related travel outside of such area), which
           requirement is not rescinded by the Company or INVESCO within 30
           days following its receipt of notice from Global Partner specifying
           the requirement.

     3.    The Company's or INVESCO's wilful and material breach of any of
           the provisions of this Agreement, which breach is not cured by the
           Company or INVESCO within 30 days following its receipt of written
           notice from Global Partner specifying the breach.

     4.    Any change by INVESCO of the corporate name of the Company or any of
           the Company's existing subsidiaries.
<PAGE>   16
     5.    Any wilful breach by INVESCO of the portion of Section 3.2.9 of the
           Agreement and Plan of Merger among the Company, INVESCO and INVESCO
           Group Services Inc., dated as of November 4, 1996, relating to the
           change of the name of INVESCO PLC to AMVESCO PLC.

     6.    If for any reason other than his death, disability or resignation or
           other separation from employment, prior to the Fourth Anniversary,
           Charles T. Bauer is not nominated to be Vice Chairman of the Board
           of INVESCO.

     7.    If, prior to the Fourth Anniversary, INVESCO causes more than one
           person to serve simultaneously as Vice Chairman of the Board of
           INVESCO.

     8.    If, as a result of any act or failure to act of INVESCO, the ISG
           management committee fails to constitute one of the two management
           committees of INVESCO or there are more than two management
           committees of INVESCO.

     9.    If INVESCO causes the chief executive of any business within the ISG
           to report directly to any person other than one or more of Robert H.
           Graham, Charles T. Bauer, Gary Crum and Michael Cemo (or such of
           them who are employed by the Company or INVESCO at the relevant time
           (the "AIM Senior Officers")) or a designee thereof or causes any
           principal executive officer of any such business to report directly
           to any person other than the chief executive of such business.

     10.   If at any time INVESCO precludes the AIM Senior Officers from
           appointing two members of the other management committee of INVESCO.

     11.   If INVESCO precludes the AIM Senior Officers from determining the
           composition and number of members of the ISG Management Committee
           (other than in respect of 2 non-ISG officers of INVESCO who may be
           appointed by the INVESCO Designees (as defined in the Voting
           Agreement)).

     12.   If INVESCO precludes the management committee of the ISG from (i)
           managing the daily operations of the businesses of the ISG,
           including without limitation, trading risk, credit risk, information
           technology, internal audit, client business decisions and
           infrastructure decisions, or (ii) except to the extent duplicative
           of professional or other service providers retained by INVESCO to
           represent or advise the AMVESCO Group, selecting professional
           advisors and other similar service providers for the constituent
           businesses, it being understood that the responsibility of the
           management committee of the ISG for daily operations of the ISG
           shall be exercised in a manner consistent with the business and
           strategic plans set by the INVESCO Board of Directors




                                       2
<PAGE>   17
           and the policies and procedures of INVESCO approved by the Board
           applicable generally to all members of the AMVESCO Group.

     13.   If INVESCO causes the employment of any other AIM Senior Officer to
           be involuntarily terminated without Cause.





                                       3
<PAGE>   18

                              APPENDIX B - PART 11

                           INDIVIDUAL SERVICES GROUP


     The primary geographic area of ISG's operations will be North America,
provided ISG will not be precluded from organizing offshore funds, from
distributing its products offshore or from entering into joint ventures
offshore e.g.  Pakistan, it being understood that any such activities shall be
undertaken only in a manner consistent with the business plan of INVESCO as
approved by the Board of Directors of INVESCO.

     To the extent any existing North American entity within the AMVESCO Group
operates in businesses covered by the ISG as well as other members of the
AMVESCO Group, such entities shall establish appropriate dual reporting or
similar mechanisms to facilitate reporting to the appropriate division.

     The businesses reporting to the ISG are the businesses operated by the
Company as of the date hereof and all businesses operated by INVESCO or its
subsidiaries which are part of the INVESCO Individual Services Group as of the
date hereof (collectively, the "ISG Companies") and any other company hereafter
formed or acquired which engages in the business of the type engaged in by the
ISG Companies as of the date hereof.





                                       4

<PAGE>   1
                                                                   EXHIBIT 10.54


                              EMPLOYMENT AGREEMENT

        This Employment Agreement is made and entered into as of the fourth day
of November, 1996 between A I M Management Group Inc., a Delaware corporation
(the "Company"), INVESCO PLC, a public company incorporated under the laws of
England, to be known as AMVESCO PLC following the Merger, as defined below
("AMVESCO"), and Scott G. Lucas, a resident of Texas ("Global Partner").

        WHEREAS, the Company desires to employ Global Partner in accordance
with the terms and conditions hereinafter set forth, and Global Partner desires
to accept employment with the Company on the terms and conditions hereinafter
set forth;

        WHEREAS, pursuant to the Agreement and Plan of Merger among the
Company, INVESCO and INVESCO Group Services Inc., dated as of November 4, 1996
(the "Merger Agreement"), the Company proposes to become a member of a group of
related companies (collectively, the "AMVESCO Group") effective upon a business
combination between INVESCO and the Company through a merger of the Company
into and with a wholly-owned subsidiary of INVESCO (the "Merger");

        WHEREAS, a condition precedent to the Merger is that Global Partner
enter into this Employment Agreement;

        WHEREAS, Global Partner acknowledges that the proprietary customer,
operations, investment, investment technique, financial and business
information that has been learned and will be learned about the business of the
Company and/or the AMVESCO Group could be used to harm the interests of the
Company and/or the AMVESCO Group or compete unfairly with the Company and/or
the AMVESCO Group and could also be of great value to the competitors of the
Company and/or the AMVESCO Group; and

        WHEREAS, Global Partner further acknowledges that such proprietary
customer, operations, investment, investment technique, financial and business
information has been developed and will be developed during the course of
Global Partner's employment with the Company through the expenditure by the
Company or other entities in the AMVESCO Group of substantial effort, time and
money.

        NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter set forth and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the parties
hereto covenant and agree as follows:
<PAGE>   2
        1.    Employment and Duties. (a) The Company agrees to employ Global
Partner as Vice President and Chief Equity Officer of the Company, with
responsibilities comparable to those existing on October 31, 1996, reporting to
one of Robert H. Graham, Charles T. Bauer, Gary Crum or Michael Cemo (or such
of them who are employed by the Company or INVESCO at the relevant time (the
"AIM Senior Officers")) or another individual reasonably acceptable to the AIM
Senior Officers, commencing at the effective time of the Merger (the
"Commencement Date") (the "Employment").  During the term of this Agreement,
Global Partner agrees to be a full-time employee of the Company and its
subsidiaries and to devote full time, energy and skill to the business of the
Company and the AMVESCO Group.

        (b)   Notwithstanding Global Partner's full time Employment, Global
Partner may participate in industry groups such as the ICI and may engage in
personal investment activity, charitable work and, subject to the prior written
approval of the Board of Directors of the Company, other business activity.
Global Partner will not, however, engage in any business or activity that is
competitive with the activity of the Company or the AMVESCO Group, or will
result in any violation of those of the Company's policies that have been
communicated in writing to Global Partner or in a conflict of interest with the
Company and the business of the Company and the AMVESCO Group or with the
duties of the AMVESCO Group to its clients, or materially affect Global
Partner's ability to perform his or her duties under this Agreement.

        2.    Compensation and Benefits.  Global Partner shall be entitled
during the term of his or her Employment to the compensation and benefits set
forth at Exhibit A--Part I to this Agreement.  Exhibit A may be amended from
time to time, such amended or replacement Exhibit A to take effect when signed
by the Company , INVESCO and Global Partner.

        3.    Place of Employment.  Global Partner's place of employment shall
be with the Company in Houston, Texas (except for ordinary business related
travel outside of such area).

        4.    Termination of Employment. (a) By the Company without Cause or By
Global Partner on Notice. Except as provided in this Section and except as may
be agreed to in writing by the parties hereto, (i) Global Partner's Employment
may be terminated by the Company for any reason at any time prior to the third
anniversary of the Commencement Date (the "Third Anniversary") effective
immediately upon sending notice of such termination by the Company to Global
Partner and (ii) on or after the Third Anniversary, Global Partner's Employment
may be terminated by the Company or Global Partner for any reason effective as
of a date one year after receipt of notice of such termination by the other
party, it being understood that the Company, INVESCO or Global Partner may
deliver such one year's notice




                                       2





<PAGE>   3
of termination under clause (ii) hereof at any time following the second
anniversary of the Commencement Date.

        (b)   By the Company with Cause.  The Company may terminate Global
Partner's Employment under this Agreement immediately by notice in writing if
at any time during the term of this Agreement, Global Partner: (i) shall be in
continuing material breach, which is not cured within 30 days of receipt by
Global Partner of written notice thereof from the Chief Executive Officer of
the Company, of any term of this Agreement or any of the written policies or
procedures of the Company or the AMVESCO Group which are applicable to and made
known to Global Partner in writing and which are required by law or established
to maintain compliance with applicable law or the Code of Ethics applicable to
the Individual Services Group (as defined in Exhibit B, Part II to this
Agreement) (the "ISG"); (ii) shall be guilty of or any act of fraud,
dishonesty, embezzlement, theft, misappropriation or similar conduct or other
financial crime against the AMVESCO Group or any of its constituent companies
or any client of the AMVESCO Group (other then arising by an inadvertent error
in connection with an expense reimbursement by Global Partner); (iii)shall be
convicted of any felony or shall enter a plea of nolo contendere to a felony;
or (iv) shall engage in any act or omission which substantially or materially
violates the requirements or prohibitions of any securities law or any
governmental entity or agency which is not cured within 30 days of receipt by
Global Partner of written notice thereof from the Chief Executive Officer of
the Company, provided that any such notice shall be delivered to Global Partner
not more than 60 days after an executive officer of INVESCO (other than Global
Partner) first knows of the occurrence of such event.

        (c)   By Global Partner for Good Reason.   Global Partner may terminate
his or her Employment hereunder prior to the Third Anniversary for Good Reason
which is defined in Exhibit B, Part I to this Agreement.

        (d)   Termination of Employment Because of  Death or Disability.  Global
Partner's Employment shall be terminated as a result of his or her death or,
immediately on notice by the Company to such effect, his or her physical or
mental disability due to accident or illness which prevents Global Partner for
a period of six consecutive months, from performing the essential duties of the
position he or she holds at that time with reasonable accommodation as
determined by the Company based on the advice of a mutually acceptable
physician.

        (e)   Payments and Obligations on Termination. In the event of a
termination of Global Partner's Employment effective at any time prior to the
Third Anniversary by the Company, other than pursuant to Section 4(b) or 4(d),
or in the event of termination of Global Partner's Employment effective at any
time prior to the Third Anniversary by Global Partner



                                       3





<PAGE>   4
pursuant to Section 4(c), (i) Global Partner shall be entitled to receive
continued payments of his minimum salary and bonus as specified in Exhibit A,
Part II until the later of the Third Anniversary or the first anniversary of
termination of Employment , (ii) the Applicable Portion (as defined below) of
the options to purchase Merger Ordinary Shares (as defined in the Merger
Agreement) issued by INVESCO to Global Partner upon the conversion (pursuant to
Section 3.3(a) of the Merger Agreement) of options to purchase shares of
capital stock of the Company held by Global Partner immediately prior to the
closing of the Merger (the "Converted Options") shall become immediately vested
and exercisable on the effective date of such termination of employment and
(iii) all other obligations of the Company hereunder (other than those in
Section 4(f)) shall terminate immediately.  Global Partner shall be under no
obligation to accept any employment during the period for which Global Partner
receives such continued salary and bonus payments hereunder or to otherwise
attempt to mitigate the payment of such amounts by the Company and the Company
waives any right to allege that Global Partner has any duty to mitigate the
payment of such amounts.  In the event of a termination of Employment pursuant
to Section 4(d), Global Partner (or his or her estate) shall be entitled to
receive his or her minimum salary as set forth in Exhibit A, Part II for a
period of three months following such termination and all other obligations of
the Company hereunder (other than those in Section 4(f)) shall terminate
immediately.  In the event of any other termination of Employment, all
obligations of the Company (other than those in Section 4(f)) shall immediately
terminate on the effective date of such termination.  In the event of any
termination of Employment (other than due to the death of Global Partner), the
obligations of Global Partner under Sections 5, 6, 7, 8 and 9 hereof shall
continue in full force and effect for the period specified in each such
Section.  For purposes of this Section, the term "Applicable Portion" will mean
the portion of the Converted Options that would have become vested and
exercisable in accordance with the terms of the applicable option agreement as
in effect on the date hereof had Global Partner continued in the employment of
the Company until the last day of the period for which Global Partner is
entitled to continued payments of his minimum salary and bonus under the first
sentence of this Section 4(e).

        (f)   Other Payments. Any unpaid salary that has accrued through the
date on which Employment is terminated will be paid to Global Partner upon the
termination date or, if Global Partner has given notice of such termination, on
the next regular pay date.  Any unpaid bonuses which were awarded prior to the
date of termination of Employment will be paid within a reasonable time.  In the
event of any termination of Global Partner's Employment pursuant to Section
4(a), Section 4(c) or Section 4(d), any unpaid deferred bonuses which were
awarded prior to the date of termination of Employment will be paid within a
reasonable time.  In the event of a termination under Section 4(d) disability or
death benefits paid under any insurance plan which may be maintained by the
Company for Global Partner will be paid to Global Partner or his or her estate.
Following a notice of termination of Employment, the parties may, but are not
obligated to, enter into an agreement establishing,



                                       4





<PAGE>   5
transition compensation and employee obligations which differ from those
provided by this Agreement.

        (g)   Options.  Except as specifically provided in Section 4(e) hereof,
this Agreement does not pertain to or modify any option plan or option
agreement.

        5.    Confidentiality.  Global Partner agrees that both during the term
of this Agreement and after the termination of this Agreement, Global Partner
will hold in a fiduciary capacity for the benefit of the Company, and will not
directly or indirectly use or disclose (except as authorized in writing by the
Company) any "Confidential Information," as defined hereafter.  The term
"Confidential Information" as used in this Agreement shall mean and include any
information, data and know-how relating to the business of the Company or any
member of the AMVESCO Group that is disclosed to Global Partner by the Company
(or a member of the AMVESCO Group) or known by him as a result of his
relationship with the Company or any member of the AMVESCO Group and not
generally within the public domain including, but not limited to, all
intellectual property and proprietary research developed by and/or known to
Global Partner during his Employment with the AMVESCO Group (including the
Company).  The term "Confidential Information" does not include information
that has become generally available to the public by act of one who has the
right to disclose such information through presentation or otherwise without
violating any right of the Company, any member of the AMVESCO Group or the
client to which such information pertains.

        6.    Right to Material-Return of Material.  Global Partner agrees
that all records, files, memoranda, data in machine readable form, reports, fee
lists, customer lists, drawings, plans, sketches, documents and the like,
relating to the business of the Company or any member of the AMVESCO Group,
including, but not limited to, all intellectual property and proprietary
research which Global Partner shall use or develop or come in contact with in
the course of or as the result of his employment with the Company or any member
of the AMVESCO Group shall remain the sole property of the Company and/or the
AMVESCO Group (as the case may be).

        Upon termination of Global Partner's employment with the Company for
any reason, Global Partner will deliver promptly to the Company all materials,
documents, plans, records, notes, drawings, designs or papers, in whatever
recorded form, and any copies thereof in Global Partner's possession or control
relating in any way to the business of the Company and/or the AMVESCO Group,
which at all times' shall be the property of the Company.  Global Partner shall
certify to the Company that any such data in machine readable form has been
removed from any computer personally owned by Global Partner and all back up
copies made by Global Partner have been destroyed.





                                       5





<PAGE>   6

        7.    Work for Hire Acknowledgment: Assignment.  Global Partner
acknowledges that all of Global Partner's work on and contributions to the
business of the Company and/or the AMVESCO Group, including, without
limitation, any and all investment decisions, models, processes and methodology
or any other contribution to such business (such as quantitative models,
designs, artwork and other expressions in any recorded form) (collectively, the
'Works") are within the scope of Global Partner's employment and are a part of
the services, duties and responsibilities of Global Partner.  All of Global
Partner's work on and contributions to the Works will be rendered and made by
Global Partner for, at the instigation of, and under the overall direction of
the Company, and all of Global Partner's said work and contributions, as well
as the Works, are and at all times shall be regarded as "work made for hire" as
that term is used in the United States Copyright Laws.  Global Partner also
acknowledges that investment decisions are a result of the Company's effort and
the performance or other "track" record of any mutual fund or other account is
a result of the Company effort and is the property of the Company and not of
Global Partner.  Without curtailing or limiting these acknowledgments, Global
Partner hereby assigns, grants and delivers exclusively to the Company all
rights, titles and interests in and to any such Works, and all copies and
versions, including all copyrights and renewals.  At any time upon request by
the Company, Global Partner will execute and deliver to the Company, or its
successors and assigns, such other and further assignments, instruments and
documents as the Company (or such successors or assigns) from time to time
reasonably may request for the purpose of establishing, registering,
evidencing, and enforcing or defending its complete, exclusive, perpetual and
worldwide ownership of all rights, titles, interests and copyrights, in and to
the Works, and Global Partner hereby constitutes and appoints the Company as
his or her agent and attorney-in-fact, with full power of substitution, to
execute and deliver such assignments, instruments or documents as Global
Partner may fail or refuse to execute and deliver, this power and agency being
coupled with an interest and being irrevocable.

        8.    No Solicitation and Non-Competition.  Global Partner will not,
(i) in the case of a termination of Global Partner's Employment for any reason
prior to the Third Anniversary, at any time prior to the later of (x) the Third
Anniversary or (y) the first anniversary of the termination of Global Partner's
Employment pursuant to this Agreement or (ii) in the case of a termination of
Global Partner's Employment for any reason effective as of a date after the
Third Anniversary, at any time prior to the first anniversary of the date a
notice of termination of Global Partner's Employment is delivered pursuant to
Section 4 of this Agreement, in any such case, without the express prior
written consent of the Board of Directors of the Company and INVESCO, directly
or indirectly, either engage in or participate in or invest in or assist, as
owner, part-owner, shareholder (in the case of any publicly traded company,
ownership of any equity interest exceeding 2.5 %), partner, principal,
director, officer, trustee, employee, agent or consultant, or in any other
capacity, any planned or existing firm, corporation, or other business
organization other than the Company and



                                       6





<PAGE>   7
INVESCO (or any subsidiary of the Company or INVESCO) which engages in any of
the following:

        (a)   the business of furnishing investment advice to Investment 
        Companies (as that term is defined in the Investment Company Act of 
        1940, as amended) in the United States;

        (b)   the business of furnishing investment advisory or management
        services to clients other than Investment Companies in the United 
        States;

        (c)   assisting any Investment Company with which the ISG has or ever 
        (whether before or after the date hereof) had any investment advisory 
        or management agreement (each a "Fund") or any other present or past 
        client of the ISG (a "Client") in internalizing the investment 
        management or investment advisory function or any other function or 
        service provided by the ISG to any such Fund or Client, subject to 
        Global Partner's fiduciary duty owed to any of the Funds or the 
        directors or trustees thereof;

        (d)   being a party to any contractual or business relationship with 
        any Fund or Client involving services related to investment management 
        or investment advisory services, if such related services are also 
        provided by the ISG or by any other person at the ISG's direction to 
        any Fund or Client;

        (e)   soliciting, offering to employ or employing, directly or 
        indirectly, in any capacity, any person who is or was (at any time 
        after the date hereof) was a director, officer, trustee, partner, 
        employee or client of the ISG, any member of the AMVESCO Group or of 
        any of the Funds or inducing any such person to sever his or her 
        relationship therewith or to establish a relationship with any other 
        person; or

        (f)   soliciting or otherwise attempting to establish, directly or
        indirectly, for himself or herself or any other person, firm or entity 
        any business relationship involving or relating to the provision of 
        investment management or advisory services with any firm, corporation 
        or other business organization who is or ever (whether before or after 
        the date hereof) was a customer or client of the Company; or

        (g)    authorizing or knowingly approving the taking of any action set 
        forth in clauses (c) through (f) above by any other person.

        9.    Remedies. (a) The parties acknowledge that a breach or threat to
breach any of the terms of this Agreement by Global Partner would result in
material and irreparable damage and injury to the Company and INVESCO, and that
it would be difficult or impossible





                                       7
<PAGE>   8
to establish the full monetary value of such damage.  Therefore, in addition
to any other rights or remedies that the Company or any member of the AMVESCO
Group may have at law or in equity, the Company and the AMVESCO Group shall be
entitled to injunctive relief by a court of appropriate jurisdiction in the
event of Global Partner's breach or threatened breach of any of the terms
contained in this Agreement.  In the event of any breach or threatened breach
of this Agreement by Global Partner, if the Company or any member of the
AMVESCO Group should employ attorneys or incur other expenses for the
enforcement of any obligation or agreement of Global Partner contained herein
and shall prevail, Global Partner shall reimburse the Company or such member,
as the case may be, for its reasonable attorneys' fees and such other expenses
so incurred.  If Global Partner employs attorneys or incurs other expenses in
connection with the defense of any action for injunctive relief hereunder and
Global Partner prevails, the Company shall reimburse Global Partner for his or
her reasonable attorneys' fees and such other expenses so incurred.

        (b)   The Company and Global Partner agree to submit to final and
binding arbitration any and all disputes, claims (whether in tort, contract,
statutory or otherwise) and/or disagreements concerning the interpretation or
application of this Agreement, the Global Partner's Employment by the Company
and/or the termination of this Agreement and/or the Global Partner's Employment
by the Company.  Any such dispute, claim and/or disagreement shall be resolved
by arbitration, by a mutually acceptable arbitrator, in accordance with the
Commercial Arbitration Rules of the American Arbitration Association (the
"AAA").  If, within 30 days of the initiation of an arbitration hereunder, the
parties cannot agree on a mutually acceptable arbitrator, each party will
designate an arbitrator pursuant to Rule 14 of the AAA Rules.  The appointed
arbitrators shall appoint a neutral arbitrator from the panel in the manner
prescribed in Rule 13 of the AAA Rules.  The Arbitrators shall apply the law of
Texas.  All meetings of the Arbitrators shall be held in Houston, Texas.
Global Partner and the Company agree that the decision of the arbitrators
selected hereunder shall be final and binding on both parties.  This
arbitration provision is expressly made pursuant to and shall be governed by
the Federal Arbitration Act, 9 U.S.C. Sections 1-14.  The Parties hereto agree
that, pursuant to Section 9 of the Federal Arbitration Act, a judgment of the
United States District Court for the Southern District of Texas, Houston
Division, shall be entered upon the award made pursuant to the arbitration
provision.  The provisions of this Section 9(b) do not apply to actions brought
by the Company or any member of the AMVESCO Group for injunctive or other
equitable relief under Section 9(a) in respect of claims under Sections 4, 5,
6, 7, 8 or 9(b).

        10.   Assignments.  The terms and provisions of this Agreement shall
inure to the benefit of and be binding upon the Company, INVESCO and their
respective successors and assigns and upon Global Partner and his or her heirs
and personal representatives.  The parties hereto specifically acknowledge and
agree that, in connection with the assignment of




                                       8





<PAGE>   9

the assets of the Company to Newco Sub (as defined in the Merger Agreement)
immediately following the consummation of the Merger, this Agreement will be
assigned to Newco Sub.

        11.   Applicable Law.  This Agreement has been entered into in and shall
be governed by and construed under the internal laws of the state of Texas.

        12.   Notice.  Any notice required or permitted to be given pursuant to
this Agreement shall be deemed sufficiently given when delivered in person or
when deposited in the United States mail or by Federal Express or similar
overnight delivery service or by telecopy or fax.

        13.   Term. The parties hereto agree that Global Partner's Employment
shall commence on the effective date of the Merger and shall continue until it
is terminated (a) by the Company pursuant to Section 4(a)(i) or 4(b); (b) due
to death or disability pursuant to Section 4(d); (c) by Global Partner on 60
days prior written notice to the Company pursuant to Section 4(c); or (d)
effective as of a date on or after the Third Anniversary, by the Company or
Global Partner pursuant to Section 4(a)(ii).

        14.   Non-waiver. The failure of the Company, INVESCO or Global
Partner to insist upon strict performance of the terms of this Agreement or to
exercise any option herein, shall not be construed as a waiver or a
relinquishment in the future of such term or option, but that the same shall
continue in full force and effect.

       15.    Interpretation; Severability of Invalid Provisions.  All rights
and restrictions contained in this Agreement may be exercised and shall be
applicable and binding only to the extent that they do not violate any
applicable laws and are intended to be limited to the extent necessary so that
they will not render this Agreement illegal, invalid or unenforceable.  If any
term of this Agreement shall be held to be illegal, invalid or unenforceable by
a court of competent jurisdiction, the remaining terms shall remain in full
force and effect.  The provisions of this Agreement do not in any way limit or
abridge the Company's or INVESCO's rights under the laws of unfair competition,
trade secret, copyright, patent, trademark or any other applicable law(s), all
of which are in addition to and cumulative of the Company's and INVESCO's
rights under this Agreement.  The existence of any claim by Global Partner
against the Company or INVESCO, whether predicated on this Agreement or
otherwise, shall not constitute a defense to enforcement by the Company or
INVESCO of any or all of such provision or covenants.

        16.   Entire Agreement.  This Agreement constitutes the entire
agreement between the Company, INVESCO and Global Partner with respect to the
subject matter hereof, and supersedes any prior agreement or understanding with
respect to the subject matter




                                       9





<PAGE>   10


hereof, including, without limitation, any existing employment agreement
between the Global Partner and the Company or any affiliate thereof.





                                       10
<PAGE>   11


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed under seal as of the day and year first above written.


                            A I M Management Group Inc.  

                            By: CHARLES T. BAUER 
                                -----------------------------------------------
                            Title:
                                  ---------------------------------------------

                            INVESCO PLC

                            By: ILLEGIBLE
                                -----------------------------------------------
                            Title: COMPANY SECRETARY
                                  
                                   --------------------------------------------

                            Global Partner

                            SCOTT G. LUCAS 
                            ---------------------------------------------------
                            Scott G. Lucas





<PAGE>   12





                                   EXHIBIT A
                               To Agreement among


                                 Scott G. Lucas


                          A I M Management Group Inc.


                                  INVESCO PLC


                     1. Regular Compensation  . As basic compensation for the
services of Global Partner, the Company shall pay Global Partner an initial
base salary of $290,000 per annum, subject to withholdings pursuant to
applicable law or regulation, and payable in accordance with the payment
practices adopted by the Company.  The base salary shall be reviewed by the
Company annually, and the rate thereof may be adjusted upward upon such review. 
During the term of Employment, Global Partner shall be entitled to receive the
following benefits:

                     (i)    Group hospitalization, major medical, long-term
                            disability and life insurance coverage to the
                            extent such coverage is available to other
                            personnel of the Company in comparable positions
                            with and having duties comparable to those of the
                            Global Partner and such other insurance coverage as
                            is similarly available;

                     (ii)   Participation in any bonus or profit sharing plan
                            or pension that the Company makes generally
                            available to its key employees; and

                     (iii)  Such vacation, holidays, and other paid or unpaid
                            leaves of absence as the Company's Board of
                            Directors may approve.

       The Company agrees to reimburse Global Partner for all reasonable
expenses incurred by him or her on behalf of the Company, and Global Partner
acknowledges that work beyond the standard working hours may be necessary
consistent with past practices.  The combined amount of base salary and cash
bonus attributable to any one year shall be at least the total amount set forth
in 11 of this Exhibit A.





<PAGE>   13

                     II.  Minimum Compensation.   Global Partner's Minimum
Compensation (calendar year basis) shall be:

                          Salary        $290,000
                          Bonus         $300,000

    The above amount will be pro-rated for any partial year on a daily basis.





                                       2





<PAGE>   14





                               EXHIBIT B - PART I

                                  GOOD REASON


Good Reason shall mean:

                          1.      Without Global Partner's express written
                                  consent, the assignment to him or her of any
                                  material duties that are inconsistent with
                                  his or her positions, duties,
                                  responsibilities and status as set forth in
                                  Section I of the Agreement, or a material
                                  diminishment of his or her responsibilities,
                                  which change or inconsistency is not cured by
                                  the Company within 30 days following its
                                  receipt of written notice from Global Partner
                                  specifying such change or inconsistency.

                          2.      Without Global Partner's express written
                                  consent, any requirement that Global Partner
                                  be based outside the Houston metropolitan
                                  area or perform a substantial portion of his
                                  or her services hereunder at any location or
                                  locations other than the Houston metropolitan
                                  area (except for ordinary business related
                                  travel outside of such area), which
                                  requirement is not rescinded by the Company
                                  within 30 days following its receipt of
                                  notice from Global Partner specifying the
                                  requirement.

                          3.      The Company's material breach of this
                                  Agreement, which breach is not cured by the
                                  Company within 30 days following its receipt
                                  of written notice from Global Partner
                                  specifying the breach.





<PAGE>   15





                              APPENDIX B - PART 11

                           INDIVIDUAL SERVICES GROUP


       The primary geographic area of ISG's operations will be North America, 
provided ISG will not be precluded from organizing offshore funds, from
distributing its products offshore or from entering into joint ventures
offshore e.g. Pakistan, it being understood that any such activities shall be
undertaken only in a manner consistent with the business plan of INVESCO as
approved by the Board of Directors of INVESCO.

       To the extent any existing North American entity within the AMVESCO 
Group operates in businesses covered by the ISG as well as other members of the
AMVESCO Group, such entities shall establish appropriate dual reporting or
similar mechanisms to facilitate reporting to the appropriate division.

       The businesses reporting to the ISG are the businesses operated by the 
Company as of the date hereof and all businesses operated by INVESCO or its
subsidiaries which are part of the INVESCO Individual Services Group as of the
date hereof (collectively, the "ISG Companies") and any other company hereafter
formed or acquired which engages in the business of the type engaged in by the
ISG Companies as of the date hereof.





                                       1






<PAGE>   1
                                                                   EXHIBIT 10.55



                                AMENDMENT NO. 1

                                       TO

                              EMPLOYMENT AGREEMENT


          This Amendment No. 1 to the Employment Agreement dated as of November
4, 1996 (the "Employment Agreement") is made and entered into as of the _ day
of February _, 1997 among A I M Management Group Inc., a Delaware corporation
(the "Company"), INVESCO PLC, a public company incorporated under the laws of
England, to be known as AMVESCO PLC following the business combination
described in the Employment Agreement ("AMVESCO") , and Scott G. Lucas, a
resident of Texas ("Global Partner").

          WHEREAS, the Company, AMVESCO and Global Partner entered into the
Employment Agreement; and

          WHEREAS, the Company, AMVESCO and Global Partner now desire to amend
the Employment Agreement in certain respects.

          NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements set forth herein and in the Employment Agreement and other good and
valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, the parties hereto covenant and agree as follows:

          19.     Section 4(g) of the Employment Agreement shall be amended to
read in full as follows:

          (g)  Except as specifically provided in Section 4(e)(ii) hereof, this 
          Agreement does not pertain to or modify any option plan or option 
          agreement.


          20.  Except as set forth herein, all provisions of the Employment
Agreement shall remain in full force and effect.

          21.  This Amendment No. 1 may be executed in two or more
counterparts, each of which shall be deemed to be an original and which
together shall constitute one and the same agreement.
<PAGE>   2
          IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be executed under seal as of the day and year first above written.

                                    A I M Management Group Inc.


                                    By:/s/ ROBERT H. GRAHAM      
                                       ----------------------------------------
                                    Title: President



                                    INVESCO PLC


                                    By: /s/ ROBERT F. McCULLOUGH                
                                       ----------------------------------------
                                    Title:  CFO                           
                                       ----------------------------------------



                                    Global Partner

                                    /s/ SCOTT G. LUCAS         
                                    -------------------------------------------
                                    Scott G. Lucas





                                       2

<PAGE>   1

                                                                EXHIBIT 10.82

                    TWENTY-SIXTH AMENDMENT OF LEASE CONTRACT

        THIS TWENTY-SIXTH AMENDMENT OF LEASE CONTRACT ("Twenty-Sixth
Amendment") is entered into between CRESCENT REAL ESTATE FUNDING III, L.P., a
Delaware limited partnership ("Landlord"), and A I M MANAGEMENT GROUP INC., a
Delaware corporation ("Tenant"), with reference to the following:

        A.      Nine Greenway Venture (predecessor in interest to Landlord) and
Tenant entered into a Lease Contract dated April 14, 1980, First Amendment of
Lease Contract dated January 29, 1981, Second Amendment of Lease Contract dated
November 12, 1982, Third Amendment of Lease Contract dated August 17, 1984,
Fourth Amendment of Lease Contract dated April 28, 1986, Fifth Amendment of
Lease Contract dated December 11, 1986, Sixth Amendment of Lease Contract dated
August 6, 1987, Seventh Amendment of Lease Contract dated February 4, 1988, and
Eighth Amendment of Lease Contract dated January 6, 1989 (the "Eighth
Amendment"), and Nine Greenway, Ltd. (predecessor in interest to Landlord) and
Tenant entered into a Ninth Amendment of Lease Contract dated March 27, 1990,
Tenth Amendment of Lease Contract dated June 12, 1990, Eleventh Amendment of
Lease Contract dated August 27, 1990, Twelfth Amendment of Lease Contract dated
July 15, 1991, Thirteenth Amendment of Lease Contract dated January 13, 1992,
Fourteenth Amendment of Lease Contract dated July 17, 1992, Fifteenth Amendment
of Lease Contract dated July 17, 1992, Sixteenth Amendment of Lease Contract
dated August 10, 1992, Seventeenth Amendment of Lease Contract dated February
25, 1993, Eighteenth Amendment of Lease Contract dated April 22, 1994,
Nineteenth Amendment of Lease Contract dated March 31, 1995, Twentieth Amendment
of Lease Contract dated July 31, 1995, Twenty-First Amendment of Lease Contract
dated August 1, 1995 and Twenty-Second Amendment of Lease Contract (the
"Twenty-Second Amendment") dated December 1, 1995, Twenty-Third Amendment of
Lease Contract dated March 18, 1996, and the Twenty-Fourth Amendment of Lease
Contract dated March 18, 1996, Twenty-Fifth Amendment of Lease Contract dated
June 29, 1996 (the "Twenty-Fifth Amendment") [as amended, the "Lease"] covering
approximately 272,172 square feet of Rentable Area consisting of: approximately
9,671 square feet of Rentable Area on the Concourse Level; approximately 4,607
square feet of Rentable Area on the first (1st) floor, approximately 23,399
square feet of Rentable Area being the entirety of the sixth (6th) floor;
approximately 23,399 square feet of Rentable Area being the entirety of the
seventh (7th) floor; approximately 17,741 square feet of Rentable Area on the
eleventh (11th) floor [of which approximately 10,940 square feet of Rentable
Area shall become effective on or about November 16, 1996]; approximately 23,399
square feet of Rentable Area on the twelfth (12th) floor; approximately 23,829
square feet of Rentable Area being the entirety of the thirteenth (13th) floor;
approximately 14,320 square feet of Rentable Area on the seventeenth (17th)
floor; approximately 23,782 square feet of Rentable Area being the entirety of
the eighteenth (18th) floor; approximately 23,782 square feet of Rentable Area
being the entirety of the nineteenth (19th) floor; approximately 24,113 square
feet of Rentable Area being the entirety of the twenty-third (23rd) floor;
approximately 24,113 square feet of Rentable Area being the entirety of the
twenty-fourth (24th) floor; approximately 24,113 square feet of Rentable Area
being the entirety of the twenty-fifth (25th) floor; and approximately 11,904
square feet of Rentable Area on the twenty-sixth (26th) floor of the building
known as Summit Tower, Eleven Greenway, Houston, Texas (the "Building").

        B.      Tenant wishes to lease from Landlord additional space located
on the twenty-first (21st) floor of the Building as hereinafter described.

        C.      Landlord and Tenant now desire to enter into this Twenty-Sixth
Amendment to confirm the Commencement Date for Expansion Space BB, lease
additional space and adjust the Base Rental and Building Operating Cost
accordingly, as provided below. Unless otherwise expressly provided herein,
capitalized terms shall have the same meanings as in the Lease.

        FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are acknowledged, the parties agree as follows:

1.      CONFIRMATION OF COMMENCEMENT DATE. The Commencement Date for Expansion
Space BB, as contemplated in the Twenty-Fifth Amendment, occurred on October 5,
1996.
<PAGE>   2
2.      Additional Space.

        a.      Landlord leases to Tenant and Tenant leases from Landlord
approximately 7,499 square feet of Rentable Area on the twenty-first (21st)
floor of the Building shown outlined and hatched on Exhibit "A" attached hereto
("Expansion Space CC", being approximately 4,242 square feet of Rentable Area
and "Expansion Space DD", being approximately 3,257 square feet of Rentable
Area). 

        b.      The lease term for Expansion Space CC shall commence on the
"Commencement Date" defined below and shall expire on December 31, 2003, the
date of expiration of the Fourth Extension Period. The Commencement Date for
Expansion Space CC shall be forty-five (45) days from the date Landlord tenders
possession of Expansion Space CC to Tenant. Such tender of possession is
anticipated to occur on October 7, 1996 and the Commencement Date is
anticipated to be November 20, 1996.

        c.      The lease term for Expansion Space DD shall commence on the
"Commencement Date" defined below and shall expire on December 31, 2003, the
date of expiration of the Fourth Extension Period. The Commencement Date for
Expansion Space DD shall be forty-five (45) days from the date Landlord tenders
possession of Expansion Space DD to Tenant. Such tender of possession is
anticipated to occur on December 1, 1996 and the Commencement Date is
anticipated to be January 16, 1997.

3.      Total Square Footage. The following summarizes the schedule of
expansion remaining to be undertaken in 1996 pursuant to the Twenty-Second and
Twenty-Fifth Amendments and this Twenty-Sixth Amendment:

        a.      Commencing October 5, 1996, the term "Leased Premises"  as used
herein shall mean and include approximately 261,232 square feet of Rentable
Area, being approximately 256,567 square feet of Rentable Area then leased and
occupied by Tenant, plus approximately 4,665 square feet of Rentable Area in
Expansion Space BB leased under the Twenty-Fifth Amendment.

        b.      Commencing November 16, 1996, the term "Leased Premises" as
used herein shall mean and include approximately 272,172 square feet of
Rentable Area, being approximately 261,232 then leased and occupied by Tenant,
plus approximately 10,940 square feet of Rentable Area in Expansion Space X
leased under the Twenty-Second Amendment.

        c.      Commencing November 20, 1996, the term "Leased Premises" as
used herein shall mean and include approximately 276,414 square feet of
Rentable Area, being approximately 272,172 square feet of Rentable Area then
leased and occupied by Tenant, plus approximately 4,242 square feet of Rentable
Area in Expansion Space CC leased hereunder.

        d.      Commencing January 16, 1997, the term "Leased Premises" as used
herein shall mean and include approximately 279,671 square feet of Rentable
Area, being approximately 276,414 square feet of Rentable Area then leased and
occupied by Tenant, plus approximately 3,257 square feet of Rentable Area in
Expansion Space DD leased hereunder.

4.      Base Rental.

        a.      Tenant shall pay Landlord Base Rental for Expansion Space CC in
the sum of Four Thousand Nine Hundred Forty-Nine and 00/100 Dollars ($4,949.00)
per month from the Commencement Date (anticipated to be November 20, 1996)
through December 31, 2000. Commencing January 1, 2001 and continuing through
December 31, 2003, Tenant shall pay Landlord Base Rental for Expansion Space CC
in the sum of Five Thousand Eight Hundred Thirty-Two and 75/100 Dollars
($5,832.75) per month.

        b.      Tenant shall pay Landlord Base Rental for Expansion Space DD in
the sum of Three Thousand Seven Hundred Ninety-Nine and 83/100 Dollars
($3,799.83) per month from the Commencement Date (anticipated to be January 16,
1997) through December 31, 2000.

                                       2
<PAGE>   3
Commencing January 1, 2001 and continuing through December 31, 2003. Tenant
shall pay Landlord Base Rental for Expansion Space DD in the sum of Four
Thousand Four Hundred Seventy-Eight and 38/100 Dollars ($4,478.38) per month.

5.      Revised Schedule of Base Rental. Effective October 5, 1996
(Commencement Date for Expansion Space BB taken under the Twenty-Fifth
Amendment), the rent schedule set forth in Paragraph 5 of the Twenty-Fifth
Amendment is deleted in its entirety and the following rent schedule, which
takes into consideration Expansion Spaces CC and DD leased hereunder, shall be
substituted in lieu thereof:


<TABLE>
<CAPTION>
FROM                            TO                      MONTHLY BASE RENTAL
- ----                            --                      -------------------
<S>                     <C>                                 <C>              
October 5, 1996         November 15, 1996                   $297,904.25      
November 16, 1996       November 19, 1996                   $310,211.75      
November 20, 1996       January 15, 1997                    $315,160.75      
January 16, 1997        December 31, 1997                   $318,960.58      
January 1, 1998         June 9, 2000                        $346,327.32      
June 10, 2000           December 31, 2000                   $358,088.35      
January 1, 2001         December 31, 2003                   $383,202.97      

</TABLE>

        The foregoing rent schedule shall be subject to further amendment
should any Commencement Date for Expansion Spaces X, CC and/or DD occur on
dates other than as anticipated in the Twenty-Second Amendment or this
Twenty-Sixth Amendment, as applicable. When Expansion Spaces X, CC, and DD are
occupied by Tenant, Landlord and Tenant shall, at the request of either party,
execute a memorandum specifying the Commencement Date for each such expansion
space.

6.      Escalation Adjustment. Commencing on the Commencement Date applicable
to the particular expansion space, Tenant's proportionate share of increases in
Building Operating Costs payable under Paragraph 13. of the Lease shall be
increased to take such additional expansion space into consideration. The "Base
Year" for Expansion Spaces CC and DD shall be the calendar year 1996.

7.      Condition of Premises. Landlord will tender and Tenant agrees to accept
Expansion Spaces CC and DD in an "as-is" condition; however, Landlord shall
provide an allowance ("Construction Allowance") of $0.18286 times the number of
months in the respective term of the Lease for permanent leasehold improvements
Tenant may elect to install in Expansion Spaces CC and DD. As said Construction
Allowance is utilized by Tenant, payments and/or partial payments to Tenant
shall be made within thirty (30) days from Landlord's receipt of paid invoices.
Tenant shall, at its sole cost and expense, provide complete construction
documentation, including MEP engineered drawings. Tenant may utilize up to
Fourteen Thousand Nine Hundred Ninety-Eight and No/100 Dollars ($14,998.00)
[$2.00 per square foot of Rentable Area] of the Construction Allowance to
offset its cost for architectural services and the preparation of construction
documentation.

8.      Competitive Bids. For Expansion Spaces CC and DD, Landlord will seek
competitive bids from a minimum of three (3) general contractors which meet
Landlord's existing requirements from Landlord's approved bidding list mutually
agreed upon between Tenant and Landlord and provide Tenant copies of the bids.
In addition, only subcontractors approved by Landlord, according to Landlord's
current standards for such approval, will be permitted to work on the
mechanical, electrical and plumbing systems of the Building. Tenant shall be
allowed to participate in the selection of the successful bidder and Tenant
shall enter into a contract with the successful bidder.

9.      Americans with Disabilities Act. Landlord shall be responsible for
costs and implementation associated with compliance with the Americans with
Disabilities Act (the "ADA") for the Building and all points of access into the
Building ("the Landlord's ADA Work"). Tenant shall be responsible for all costs
and implementation associated with ADA compliance within Expansion Spaces CC
and DD.


                                       3
<PAGE>   4
10. Emergency Generator. Commencing October 1, 1996, Tenant shall be billed on 
a monthly basis for two (2) reserved permits at the prevailing monthly 
contract rates for the garage located south of the Building, plus state and 
local taxes, to cover the cost of the spaces upon which Tenant's emergency
generator ("Generator") is located. Tenant will be responsible for all repairs
and maintenance relating to the Generator (including diesel spills). Upon
expiration or termination of the Lease, Tenant shall remove the Generator from
the parking garage located south of the Building and repair any damaged caused
thereby at its sole cost and expense, unless said requirement is otherwise
waived by Landlord in writing. Tenant's use of such parking spaces for the
Generator shall be subject to all applicable terms and conditions of the Lease
as though such parking spaces were a part of the Leased Premises, specifically
including without limitation Tenant's indemnification obligations set forth in 
Paragraph 9 thereof. In addition, Tenant agrees to indemnify, protect, defend
and hold harmless Landlord and its partners, affiliated companies, officers,
directors, shareholders, employees and agents for, from and against all
liabilities, claims, judgments, diminution in value of the Building and
Building parking garage, fines, penalties, costs, damages or injuries to
persons, damages to property, losses, liens, causes of action, suits, judgments
and expenses (including court costs, attorneys' fees and costs of
investigation), of any nature, kind or description of any person or entity,
directly or indirectly, in whole or in part, arising out of, caused by or
resulting from (a) Tenant's use of the parking spaces for the Generator, and
any activity, work or other things done, permitted or suffered by Tenant or its
agents and employees in or about such parking spaces relating to or arising
from the Generator, including without limitation the release, storage,
transport or disposal of any petroleum products or any other hazardous
substances or materials regulated by law; and/or (b) any act, omission,
negligence or willful misconduct of Tenant or any of its agents, contractors,
employees, business invitees or licensees relating to the Generator.

11. Time of the Essence. Time is of the essence with respect to Tenant's
execution and delivery of this Twenty-Sixth Amendment to Landlord. If Tenant
fails to execute and deliver a signed copy hereof to Landlord by 5:00 p.m.,
November 30, 1996, it shall be deemed null and void and shall have no force or
effect, unless otherwise agreed in writing by Landlord.

12. Binding Effect. Except as modified by this Twenty-Sixth Amendment, the
terms and provisions of the Lease shall remain in full force and effect, and
the Lease, as modified hereby, shall be binding upon the parties hereto, their
successors and assigns. This Twenty-Sixth Amendment shall become effective only
after the full execution and delivery hereof by Landlord and Tenant.

        ACCORDINGLY, Landlord and Tenant enter into this Twenty-Sixth Amendment
as of November 29, 1996.

                                       CRESCENT REAL ESTATE FUNDING III, L.P.,
                                       a Delaware limited partnership

                                       By: CRE Management III Corp., a Delaware
                                           corporation, its General Partner

                
                                       By:    /s/ HOWARD LOVETT
                                           ----------------------------------
                                       Name:      Howard Lovett
                                             --------------------------------
                                       Title:     Vice President
                                              -------------------------------
                                                                     LANDLORD

                                       A I M MANAGEMENT GROUP INC., a Delaware
                                       corporation


                                       By         /s/ GARY T. CRUM
                                          -----------------------------------
                                          Gary T. Crum, Senior Vice President
                                                                       TENANT



                                       4
<PAGE>   5
                                  [FLOOR PLAN]


                                  EXHIBIT "A"
                           AIM MANAGEMENT GROUP INC.



11 Greenway Plaza                             Floor Status           Floor 21
- ------------------------------------------------------------------------------
SENTERRA DEVELOPMENT                          8 December 1995



PLEASE INITIAL

    ILLEGIBLE
- -----------------
    ILLEGIBLE
- -----------------

<PAGE>   1

                                                               EXHIBIT 10.83

                   TWENTY-SEVENTH AMENDMENT OF LEASE CONTRACT

        THIS TWENTY-SEVENTH AMENDMENT OF LEASE CONTRACT ("Twenty-Seventh
Amendment") is entered into between CRESCENT REAL ESTATE FUNDING III, L.P., a
Delaware limited partnership ("Landlord"), and A I M MANAGEMENT GROUP INC., a
Delaware corporation ("Tenant"), with reference to the following:

        A.      Nine Greenway Venture (predecessor in interest to Landlord) and
Tenant entered into a Lease Contract dated April 14, 1980, First Amendment of
Lease Contract dated January 29, 1981, Second Amendment of Lease Contract dated
November 12, 1982, Third Amendment of Lease Contract dated August 17, 1984,
Fourth Amendment of Lease Contract dated April 28, 1986, Fifth Amendment of
Lease Contract dated December 11, 1986, Sixth Amendment of Lease Contract
dated August 6, 1987, Seventh Amendment of Lease Contract dated February 4,
1988, and Eighth Amendment of Lease Contract dated January 6,1989; and Nine
Greenway, Ltd. (predecessor in interest to Landlord) and Tenant entered into a
Ninth Amendment of Lease Contract dated March 27, 1990, Tenth Amendment of
Lease Contract dated June 12, 1990, Eleventh Amendment of Lease Contract dated
August 27, 1990, Twelfth Amendment of Lease Contract dated July 15, 1991,
Thirteenth Amendment of Lease Contract dated January 13, 1992, Fourteenth
Amendment of Lease Contract dated July 17, 1992, Fifteenth Amendment of Lease
Contract dated July 17, 1992, Sixteenth Amendment of Lease Contract dated August
10, 1992, Seventeenth Amendment of Lease Contract dated February 25, 1993,
Eighteenth Amendment of Lease Contract dated April 22, 1994, Nineteenth
Amendment of Lease Contract dated March 31, 1995, Twentieth Amendment of Lease
Contract dated July 31, 1995, Twenty-First Amendment of Lease Contract dated
August 1, 1995 and Twenty-Second Amendment of Lease Contract (the
"Twenty-Second Amendment") dated December 1, 1995, Twenty-Third Amendment of
Lease Contract dated March 18, 1996, Twenty-Fourth Amendment of Lease Contract
dated March 18, 1996, Twenty-Fifth Amendment of Lease Contract dated June 29,
1996; and Landlord and Tenant entered into a Twenty-Sixth Amendment of Lease
Contract dated November 29, 1996 (the "Twenty-Sixth Amendment") [as amended,
the "Lease"] covering approximately 279,671 square feet of Rentable Area
consisting of: approximately 9,671 square feet of Rentable Area on the
Concourse Level; approximately 4,607 square feet of Rentable Area on the first
(1st) floor, approximately 23,399 square feet of Rentable Area on the sixth
(6th) floor; approximately 23,399 square feet of Rentable Area on the seventh
(7th) floor; approximately 17,741 square feet of Rentable Area on the eleventh
(11th) floor [of which approximately 10,940 square feet of Rentable Area shall
become effective on or about November 16, 1996]; approximately 23,399 square
feet of Rentable Area on the twelfth (12th) floor; approximately 23,829 square
feet of Rentable Area being the entirety of the thirteenth (13th) floor;
approximately 14,320 square feet of Rentable Area on the seventeenth (17th)
floor; approximately 23,782 square feet of Rentable Area being the entirety of
the eighteenth (18th) floor; approximately 23,782 square feet of Rentable Area
being the entirety of the nineteenth (19th) floor; approximately 7,499 square
feet of Rentable Area on the twenty-first (21st) floor; approximately 24,113
square feet of Rentable Area being the entirety of the twenty-third (23rd)
floor; approximately 24,113 square feet of Rentable Area being the entirety of
the twenty-fourth (24th) floor; approximately 24,113 square feet of Rentable
Area being the entirety of the twenty-fifth (25th) floor; and approximately
11,904 square feet of Rentable Area on the twenty-sixth (26th) floor of the
building known as Summit Tower, Eleven Greenway, Houston, Texas (the
"Building").

        B.      Tenant wishes to lease from Landlord additional space located
on the twenty-sixth (26th) floor of the Building as hereinafter described.

        C.      Landlord and Tenant now desire to enter into this
Twenty-Seventh Amendment to confirm the Commencement Dates for Expansion Spaces
X, CC and DD; lease additional space as outlined herein; and adjust the Base
Rental and Building Operating Cost accordingly, as provided below. Unless
otherwise expressly provided herein, capitalized terms shall have the same
meanings as in the Lease.

        FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are acknowledged, the parties agree as follows:
<PAGE>   2
1.      CONFIRMATION OF COMMENCEMENT DATE.

        a.      The Commencement Date for Expansion Space X, as contemplated in
the Twenty-Second Amendment, occurred on November 16, 1996.

        b.      The Commencement Date for Expansion Space CC, as contemplated
in the Twenty-Sixth Amendment, occurred on November 20, 1996.

        c.      The Commencement Date for Expansion Space DD, as contemplated
in the Twenty-Sixth Amendment, occurred on January 16, 1997.

2.      ADDITIONAL SPACE.

        a.      Landlord leases to Tenant and Tenant leases from Landlord
approximately 4,555 square feet of Rentable Area on the twenty-sixth (26th)
floor of the Building shown outlined and hatched on EXHIBIT "A" attached hereto
("Expansion Space EE").

        b.      The lease term for Expansion Space EE shall commence on March
1, 1997, regardless of the date such space is ready for Tenant's occupancy, and
shall expire on December 31, 2003, the date of expiration of the Fourth
Extension Period.

3.      TOTAL SQUARE FOOTAGE. Commencing March 1, 1997, the term "Leased
Premises" as used herein shall mean and include approximately 284,226 square
feet of Rentable Area, being approximately 279,671 square feet of Rentable Area
then leased and occupied by Tenant, plus approximately 4,555 square feet of
Rentable Area in Expansion Space EE leased hereunder.

4.      BASE RENTAL.

        a.      Tenant shall pay Landlord Base Rental for Expansion Space EE in
the sum of Five Thousand Four Hundred Sixty-Six and 00/100 Dollars ($5,466.00)
per month from March 1, 1997 through May 31, 1998. Commencing June 1, 1998 and
continuing through December 31, 2003, Tenant shall pay Landlord Base Rental for
Expansion Space EE in the sum of Six Thousand Four Hundred Fifty-Two and 92/100
Dollars ($6,452.92) per month.

        b.      Effective January 16, 1997 (i.e., the Commencement Date for
Expansion Space DD taken under the Twenty-Sixth Amendment), the rent schedule
set forth in PARAGRAPH 5 of the Twenty-Sixth Amendment is deleted in its
entirety and the following rent schedule, which takes into consideration
Expansion Spaces EE leased hereunder, shall be substituted in lieu thereof:

<TABLE>
<CAPTION>
       FROM                            TO                   MONTHLY BASE RENTAL
       ----                            --                   -------------------
<S>                             <C>                            <C>
January 16, 1997                February 28, 1997               $318,960.58
March 1, 1997                   December 31, 1997               $324,426.58
January 1, 1998                 May 31, 1998                    $351,793.32
June 1, 1998                    June 9, 2000                    $352,780.24
June 10, 2000                   December 31, 2000               $364,541.27
January 1, 2001                 December 31, 2003               $389,655.89
</TABLE>

5.      ESCALATION ADJUSTMENT. Commencing March 1, 1997, Tenant's proportionate
share of increases in Building Operating Costs payable under PARAGRAPH 13 of
the Lease shall be increased to take such additional expansion space into
consideration. The "Base Year" for Expansion Space EE shall be calendar year
1996.

6.      CONDITION OF PREMISES. Landlord will tender and Tenant agrees to accept
Expansion Spaces EE in an "as-is" condition; however, Landlord shall provide an
allowance ("Construction Allowance") of Forth Thousand Two Hundred Twenty and
65/100 Dollars ($40,220.65) for permanent leasehold improvements Tenant may
elect to install in Expansion Space EE. As said Construction Allowance is
utilized by Tenant, payments and/or partial payments to Tenant shall be made
within thirty (30) days from Landlord's receipt of paid invoices. Tenant shall,
at its sole cost and expense, provide complete construction documentation,
including MEP engineered drawings.

                                       2
<PAGE>   3
7.      COMPETITIVE BIDS. For Expansion Space EE, Landlord will seek
competitive bids from a minimum of three (3) general contractors which meet
Landlord's existing requirements from Landlord's approved bidding list mutually
agreed upon between Tenant and Landlord and provide Tenant copies of the bids.
In addition, only subcontractors approved by Landlord, according to Landlord's
current standards for such approval, will be permitted to work on the
mechanical, electrical and plumbing systems of the Building. Tenant shall be
allowed to participate in the selection of the successful bidder and Tenant
shall enter into a contract with the successful bidder.

8.      AMERICANS WITH DISABILITIES ACT. Landlord shall be responsible for
costs and implementation associated with compliance with the Americans with
Disabilities Act (the "ADA") for the Building and all points of access into the
Building ("the Landlord's ADA Work"). Tenant shall be responsible for all costs
and implementation associated with ADA compliance within Expansion Spaces EE.

9.      TIME OF THE ESSENCE. Time is of the essence with respect to Tenant's
execution and delivery of this Twenty-Seventh Amendment to Landlord. If Tenant
fails to execute and deliver a signed copy hereof to Landlord by 5:00 p.m,
January 31, 1997, it shall be deemed null and void and shall have no force or
effect, unless otherwise agreed in writing by Landlord.

10.     BINDING EFFECT. Except as modified by this Twenty-Seventh Amendment,
the terms and provisions of the Lease shall remain in full force and effect,
and the Lease, as modified hereby, shall be binding upon the parties hereto,
their successors and assigns. This document shall become effective only after
the full execution and delivery hereof by Landlord and Tenant.

        Landlord and Tenant execute this Twenty-Seventh Amendment on January
16, 1997.


                                        CRESCENT REAL ESTATE FUNDING III, L.P.,
                                        a Delaware limited partnership

                                        By:     CRE Management III Corp., a
                                                Delaware corporation, its
                                                General Partner



                                                By: /s/ HOWARD W. LOVETT
                                                    ---------------------------
                                                    Howard W. Lovett, Vice
                                                    President
                                                                       LANDLORD


                                        A I M MANAGEMENT GROUP INC., a Delaware
                                        corporation



                                                By: /s/ GARY T. CRUM
                                                    ---------------------------
                                                    Gary T. Crum, Senior Vice
                                                    President
                                                                         TENANT 

<PAGE>   4

                                 [FLOORPLAN]


                                  EXHIBIT "A"

                               EXPANSION SPACE EE

                      APPROXIMATELY 4,555 RENTABLE SQ. FT.


11 GREENWAY PLAZA                                       Floor Status  FLOOR 26
- ------------------------------------------------------------------------------
SENTERRA DEVELOPMENT                                    1 February 1996


PLEASE INITIAL

   ILLEGIBLE
- -----------------
   ILLEGIBLE
- -----------------

<PAGE>   1
                                                                   EXHIBIT 10.86
                             AIM EQUITY FUNDS, INC.

                      MASTER INVESTMENT ADVISORY AGREEMENT


         THIS AGREEMENT is made this 28th day of February, 1997, by and between
AIM Equity Funds, Inc., a Maryland corporation (the "Company"), with respect to
its series of shares shown on the Appendix A attached hereto, as the same may
be amended from time to time, and A I M Advisors, Inc., a Delaware corporation
(the "Advisor").


                                    RECITALS

         WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end, diversified management
investment company;

         WHEREAS, the Advisor is registered under the Investment Advisers Act
of 1940, as amended (the "Advisers Act"), as an investment advisor and engages
in the business of acting as an investment advisor;

         WHEREAS, the Company's charter authorizes the Board of Directors of
the Company to classify or reclassify authorized but unissued shares of the
Company, and as of the date of this Agreement, the Company's Board of Directors
has authorized the issuance of six series of shares representing interests in
six investment portfolios (such portfolios and any other portfolios hereafter
added to the Company being referred to individually herein as a "Fund,"
collectively as the "Funds"); and

         WHEREAS, the Company and the Advisor desire to enter into an agreement
to provide for investment advisory services to the Funds upon the terms and
conditions hereinafter set forth;

         NOW  THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:

         1.  Advisory Services.  The Advisor shall act as investment advisor
for the Funds and shall, in such capacity, supervise all aspects of the Funds'
operations, including the investment and reinvestment of cash, securities or
other properties comprising the Funds' assets, subject at all times to the
policies and control of the Company's Board of Directors.  The Advisor shall
give the Company and the Funds the benefit of its best judgment, efforts and
facilities in rendering its services as investment advisor.

         2.  Investment Analysis and Implementation.  In carrying out its
obligations under Section 1 hereof, the Advisor shall:

                 (a)  supervise all aspects of the operations of the Funds;

                 (b)  obtain and evaluate pertinent information about
         significant developments and economic, statistical and financial data,
         domestic, foreign or otherwise, whether affecting the economy
         generally or the Funds, and whether concerning the individual issuers
         whose securities are included in the assets of the Funds or the
         activities in which such issuers





<PAGE>   2
         engage, or with respect to securities which the Advisor considers
         desirable for inclusion in the Funds' assets;

                 (c)  determine which issuers and securities shall be
         represented in the Funds' investment portfolios and regularly report
         thereon to the Company's Board of Directors; and

                 (d)  formulate and implement continuing programs for the
         purchases and sales of the securities of such issuers and regularly
         report thereon to the Company's Board of Directors;

and take, on behalf of the Company and the Funds, all actions which appear to
the Company and the Funds necessary to carry into effect such purchase and sale
programs and supervisory functions as aforesaid, including but not limited to
the placing of orders for the purchase and sale of securities for the Funds.

         3.   Delegation of Responsibilities.  Subject to the approval of the
Board of Directors and the shareholders of the Funds, the Advisor may delegate
to a sub-advisor certain of its duties enumerated in Section 2 hereof, provided
that the Advisor shall continue to supervise the performance of any such
sub-advisor.

         4.  Control by Board of Directors.  Any investment program undertaken
by the Advisor pursuant to this Agreement, as well as any other activities
undertaken by the Advisor on behalf of the Funds, shall at all times be subject
to any directives of the Board of Directors of the Company.

         5.  Compliance with Applicable Requirements.  In carrying out its
obligations under this Agreement, the Advisor shall at all times conform to:

                 (a)  all applicable provisions of the 1940 Act and the
         Advisers Act and any rules and regulations adopted thereunder;

                 (b)  the provisions of the registration statement of the
         Company, as the same may be amended from time to time under the
         Securities Act of 1933 and the 1940 Act;

                 (c)  the provisions of the corporate charter of the Company,
         as the same may be amended from time to time;

                 (d)  the provisions of the by-laws of the Company, as the same
         may be amended from time to time; and

                 (e)  any other applicable provisions of state, federal or
         foreign law.

         6.  Broker-Dealer Relationships.  The Advisor is responsible for
decisions to buy and sell securities for the Funds, broker-dealer selection,
and negotiation of brokerage commission rates.  The Advisor's primary
consideration in effecting a security transaction will be to obtain execution
at the most favorable price.  In selecting a broker-dealer to execute each
particular transaction, the Advisor will take the following into consideration:
the best net price available; the reliability, integrity and financial
condition of the broker-dealer; the size of and the difficulty in executing the
order; and the value of the expected contribution of the broker-dealer to the
investment performance of the Funds on a continuing basis.  Accordingly, the
price to the Funds 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.  Subject to such policies
as the Board of Directors may from time to time determine, the Advisor shall
not be deemed to have acted unlawfully





                                      2
<PAGE>   3
or to have breached any duty created by this Agreement or otherwise solely by
reason of its having caused the Funds to pay a broker or dealer that provides
brokerage and research services to the Advisor an amount of commission for
effecting a portfolio investment transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction, if the Advisor determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer, viewed in terms of either
that particular transaction or the Advisor's overall responsibilities with
respect to a particular Fund, other Funds of the Company, and to other clients
of the Advisor as to which the Advisor exercises investment discretion.  The
Advisor is further authorized to allocate the orders placed by it on behalf of
the Funds to such brokers and dealers who also provide research or statistical
material, or other services to the Funds, to the Advisor, or to any
sub-advisor.  Such allocation shall be in such amounts and proportions as the
Advisor shall determine and the Advisor will report on said allocations
regularly to the Board of Directors of the Company indicating the brokers to
whom such allocations have been made and the basis therefor.  In making
decisions regarding broker-dealer relationships, the Advisor may take into
consideration the recommendations of any sub-advisor appointed to provide
investment research or advisory services in connection with the Funds, and may
take into consideration any research services provided to such sub-advisor by
broker-dealers.

         7.  Compensation.  The Company shall pay the Advisor as compensation
for services rendered to a Fund hereunder an annual fee, payable monthly, based
upon the average daily net assets of such Fund as the same is set forth in
Appendix A attached hereto.  Such compensation shall be paid solely from the
assets of such Fund.  The average daily net asset value of the Funds shall be
determined in the manner set forth in the corporate charter and registration
statement of the Company, as amended from time to time.

         8.  Additional Services.  Upon the request of the Company's Board of
Directors, the Advisor may perform certain accounting, shareholder servicing or
other administrative services on behalf of the Funds which are not required by
this Agreement.  Such services will be performed on behalf of the Funds and the
Advisor may receive from the Funds such reimbursement for costs or reasonable
compensation for such services as may be agreed upon between the Advisor and
the Company's Board of Directors based on a finding by the Board of Directors
that the provision of such services by the Advisor is in the best interests of
the Company and its shareholders.  Payment or assumption by the Advisor of any
Fund expense that the Advisor is not otherwise required to pay or assume under
this Agreement shall not relieve the Advisor of any of its obligations to the
Funds nor obligate the Advisor to pay or assume any similar Fund expense on any
subsequent occasions.  Such services may include, but are not limited to:

                 (a)  the services of a principal financial officer of the
         Company (including applicable office space, facilities and equipment)
         whose normal duties consist of maintaining the financial accounts and
         books and records of the Company and the Funds, including the review
         and calculation of daily net asset value and the preparation of tax
         returns; and the services (including applicable office space,
         facilities and equipment) of any of the personnel operating under the
         direction of such principal financial officer;

                 (b)  the services of staff to respond to shareholder inquiries
         concerning the status of their accounts; providing assistance to
         shareholders in exchanges among the mutual funds managed or advised by
         the Advisor; changing account designations or changing addresses;
         assisting in the purchase or redemption of shares; supervising the
         operations of the custodian, transfer agent(s) or dividend disbursing
         agent(s) for the Funds; or otherwise providing services to
         shareholders of the Funds; and





                                      3
<PAGE>   4
                 (c)  such other administrative services as may be furnished
         from time to time by the Advisor to the Company or the Funds at the
         request of the Company's Board of Directors.

         9.    Expenses of the Funds.  All of the ordinary business expenses
incurred in the operations of the Funds and the offering of their shares shall
be borne by the Funds unless specifically provided otherwise in this Agreement.
These expenses borne by the Funds include, but are not limited to, brokerage
commissions, taxes, legal, accounting, 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 and the cost of printing copies of prospectuses and
statements of additional information distributed to the Funds' shareholders.

         10.  Expense Limitation.  If, for any fiscal year of the Company, the
total of all ordinary business expenses of the Funds, including all investment
advisory fees, but excluding brokerage commissions and fees, taxes, interest
and extraordinary expenses, such as litigation costs, would exceed the
applicable expense limitations imposed by state securities regulations in any
state in which the Funds' shares are qualified for sale, as such limitations
may be raised or lowered from time to time, the aggregate of all such
investment advisory fees shall be reduced by the amount of such excess.  The
amount of any such reduction to be borne by the Advisor shall be deducted from
the monthly investment advisory fee otherwise payable to the Advisor during
such fiscal year.  If required pursuant to such state securities regulations,
the Advisor will, not later than the last day of the first month of the next
succeeding fiscal year, reimburse the Funds for any such annual operating
expenses (after reduction of all investment advisory fees in excess of such
limitation).  For the purposes of this paragraph, the term "fiscal year" shall
exclude the portion of the current fiscal year which shall have elapsed prior
to the date hereof and shall include the portion of the then current fiscal
year which shall have elapsed at the date of termination of this Agreement.
The application of expense limitations shall be applied to each Fund of the
Company separately unless the laws or regulations of any state shall require
that the expense limitations be imposed with respect to the Company as a whole.

         11.  Non-Exclusivity.  The services of the Advisor to the Company and
the Funds are not to be deemed to be exclusive, and the Advisor shall be free
to render investment advisory and administrative or other services to others
(including other investment companies) and to engage in other activities.  It
is understood and agreed that officers or directors of the Advisor may serve as
officers or directors of the Company, and that officers or directors of the
Company may serve as officers or directors of the Advisor to the extent
permitted by law; and that the officers and directors of the Advisor are not
prohibited from engaging in any other business activity or from rendering
services to any other person, or from serving as partners, officers, directors
or trustees of any other firm or trust, including other investment advisory
companies.

         12.  Term and Approval.  This Agreement shall become effective with
respect to a Fund if approved by the shareholders of such Fund, and if so
approved, this Agreement shall thereafter continue in force and effect until
February 28, 1999, and may be continued from year to year thereafter, provided
that the continuation of the Agreement is specifically approved at least
annually;

                 (a)  (i) by the Company's Board of Directors or (ii) by the
         vote of "a majority of the outstanding voting securities" of such Fund
         (as defined in Section 2(a)(42) of the 1940 Act); and





                                      4
<PAGE>   5
                 (b)  by the affirmative vote of a majority of the directors
         who are not parties to this Agreement or "interested persons" (as
         defined in the 1940 Act) of a party to this Agreement (other than as
         Company directors), by votes cast in person at a meeting specifically
         called for such purpose.

         13.  Termination.  This Agreement may be terminated as to the Company
or as to any one or more of the Funds at any time, without the payment of any
penalty, by vote of the Company's Board of Directors or by vote of a majority
of the outstanding voting securities of the applicable Fund or by the Advisor,
on sixty (60) days' written notice to the other party.  The notice provided for
herein may be waived by the party entitled to receipt thereof.  This Agreement
shall automatically terminate in the event of its assignment, the term
"assignment" for purposes of this paragraph having the meaning defined in
Section 2(a)(4) of the 1940 Act.

         14.  Liability of Advisor and Indemnification.  In the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Advisor or any of its
officers, directors or employees, the Advisor shall not be subject to liability
to the Company or to the Funds or to any shareholder of the Funds for any act
or omission in the course of, or connected with, rendering services hereunder
or for any losses that may be sustained in the purchase, holding or sale of any
security.

         15.  Notices.   Any notices under this Agreement shall be in writing,
addressed and delivered, telecopied or mailed postage paid, to the party
entitled to receipt thereof at such address as such party may designate for the
receipt of such notice.  Until further notice to the other party, it is agreed
that the address of the Company shall be and that of the Advisor shall be
Eleven Greenway Plaza, Suite 1919, Houston, Texas 77046.

         16.  Questions of Interpretation.  Any question of interpretation of
any term or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act or the Advisers Act shall be
resolved by reference to such term or provision of the 1940 Act or the Advisers
Act and to interpretations thereof, if any, by the United States Courts or in
the absence of any controlling decision of any such court, by rules,
regulations or orders of the Securities and Exchange Commission issued pursuant
to said Acts.  In addition, where the effect of a requirement of the 1940 Act
or the Advisers Act reflected in any provision of the Agreement is revised by
rule, regulation or order of the Securities and Exchange Commission, such
provision shall be deemed to incorporate the effect of such rule, regulation or
order.

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





                                      5
<PAGE>   6





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


                                        AIM EQUITY FUNDS, INC.
                                        (a Maryland corporation)
Attest:

   /s/ DAVID L. KITE                     By: /s/ ROBERT H. GRAHAM
- -------------------------------             --------------------------
    Assistant Secretary                              President


(SEAL)



                                        A I M ADVISORS, INC.
Attest:

    /s/ OFELIA M. MAYO                   By:  /s/ ROBERT H. GRAHAM
- -------------------------------             --------------------------
    Assistant Secretary                              President


(SEAL)





                                      6
<PAGE>   7
                                   APPENDIX A
                                       TO
                      MASTER INVESTMENT ADVISORY AGREEMENT
                                       OF
                             AIM EQUITY FUNDS, INC.


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


                           AIM AGGRESSIVE GROWTH FUND

<TABLE>
<CAPTION>
        NET ASSETS                                       ANNUAL RATE
        ----------                                       -----------
        <S>                                                  <C>
        First $150 million . . . . . . . . . . . . . . . .    0.80%
        Over $150 million. . . . . . . . . . . . . . . . .   0.625%
</TABLE>


                               AIM BLUE CHIP FUND
                          AIM CAPITAL DEVELOPMENT FUND

<TABLE>
<CAPTION>
        NET ASSETS                                       ANNUAL RATE
        ----------                                       -----------
        <S>                                                  <C>
        First $350 million . . . . . . . . . . . . . . . . .  0.75%
        Over $350 million  . . . . . . . . . . . . . . . . . 0.625%
</TABLE>


                                AIM CHARTER FUND
                             AIM CONSTELLATION FUND

<TABLE>
<CAPTION>
        NET ASSETS                                       ANNUAL RATE
        ----------                                       -----------
        <S>                                                  <C>
        First $30 million . . . . . . . . . . . . . . . . .   1.00%
        Over $30 million to and including $150 million  . .   0.75%
        Over $150 million . . . . . . . . . . . . . . . . .  0.625%
</TABLE>


                              AIM WEINGARTEN FUND

<TABLE>
<CAPTION>
        NET ASSETS                                       ANNUAL RATE
        ----------                                       -----------
        <S>                                                  <C>
        First $30 million . . . . . . . . . . . . . . . . .   1.00%
        Over $30 million to and including $350 million  . .   0.75%
        Over $350 million. . . . . . . . . . . . . . .  . .  0.625%
</TABLE>





                                      7

<PAGE>   1
                                                                   EXHIBIT 10.90
                                AIM FUNDS GROUP

                      MASTER INVESTMENT ADVISORY AGREEMENT


         THIS AGREEMENT is made this 28th day of February, 1997, by and between
AIM Funds Group, a Delaware business trust (the "Company") with respect to its
series of shares shown on the Appendix A attached hereto, as the same may be
amended from time to time, and A I M Advisors, Inc., a Delaware corporation
(the "Advisor").


                                    RECITALS

         WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end, diversified management
investment company;

         WHEREAS, the Advisor is registered under the Investment Advisers Act
of 1940, as amended (the "Advisers Act"), as an investment advisor and engages
in the business of acting as an investment advisor;

         WHEREAS, the Company's Agreement and Declaration of Trust authorizes
the Board of Trustees of the Company to classify or reclassify authorized but
unissued shares of the Company, and as of the date of this Agreement, the
Company's Board of Trustees has authorized the issuance of nine series of
shares representing interests in nine investment portfolios (such portfolios
and any other portfolios hereafter added to the Company being referred to
collectively herein as the "Funds"); and

         WHEREAS, the Company and the Advisor desire to enter into an agreement
to provide for investment advisory services to the Funds upon the terms and
conditions hereinafter set forth;

         NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:

         1.  Advisory Services.  The Advisor shall act as investment advisor
for the Funds and shall, in such capacity, supervise all aspects of the Funds'
operations, including the investment and reinvestment of cash, securities or
other properties comprising the Funds' assets, subject at all times to the
policies and control of the Company's Board of Trustees.  The Advisor shall
give the Company and the Funds the benefit of its best judgment, efforts and
facilities in rendering its services as investment advisor.

         2.  Investment Analysis and Implementation.  In carrying out its
obligations under Section 1 hereof, the Advisor shall:

                 (a)  supervise all aspects of the operations of the Funds;

                 (b)  obtain and evaluate pertinent information about
         significant developments and economic, statistical and financial data,
         domestic, foreign or otherwise, whether affecting the economy
         generally or the Funds, and whether concerning the individual issuers
         whose securities are included in the assets of the Funds or the
         activities in which such issuers





<PAGE>   2
         engage, or with respect to securities which the Advisor considers
         desirable for inclusion in the Funds' assets;

                 (c)  determine which issuers and securities shall be
         represented in the Funds' investment portfolios and regularly report
         thereon to the Company's Board of Trustees; and

                 (d)  formulate and implement continuing programs for the
         purchases and sales of the securities of such issuers and regularly
         report thereon to the Company's Board of Trustees;

and take, on behalf of the Company and the Funds, all actions which appear to
the Company and the Funds necessary to carry into effect such purchase and sale
programs and supervisory functions as aforesaid, including but not limited to
the placing of orders for the purchase and sale of securities for the Funds.

         3.  Delegation of Responsibilities.  Subject to the approval of the
Board of Trustees and the shareholders of the Funds, the Advisor may delegate
to a sub-advisor certain of its duties enumerated in Section 2 hereof, provided
that the Advisor shall continue to supervise the performance of any such
sub-advisor.

         4.  Control by Board of Trustees.  Any investment program undertaken
by the Advisor pursuant to this Agreement, as well as any other activities
undertaken by the Advisor on behalf of the Funds, shall at all times be subject
to any directives of the Board of Trustees of the Company.

         5.  Compliance with Applicable Requirements.  In carrying out its
obligations under this Agreement, the Advisor shall at all times conform to:

             (a)  all applicable provisions of the 1940 Act and the Advisers
         Act  and any rules and regulations adopted thereunder;

             (b)  the provisions of the registration statement of the Company,
         as the same may be amended from time to time under the Securities Act
         of 1933 and the 1940 Act;

             (c)  the provisions of the Agreement and Declaration of Trust of
         the Company, as the same may be amended from time to time;

             (d)  the provisions of the by-laws of the Company, as the same may
         be amended from time to time; and

             (e)  any other applicable provisions of state, federal or foreign
         law.

         6.  Broker-Dealer Relationships.  The Advisor is responsible for
decisions to buy and sell securities for the Funds, broker-dealer selection,
and negotiation of brokerage commission rates.  The Advisor's primary
consideration in effecting a security transaction will be to obtain execution
at the most favorable price.  In selecting a broker-dealer to execute each
particular transaction, the Advisor will take the following into consideration:
the best net price available; the reliability, integrity and financial
condition of the broker-dealer; the size of and the difficulty in executing the
order; and the value of the expected contribution of the broker-dealer to the
investment performance of the Funds on a continuing basis.  Accordingly, the
price to the Funds 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 fund execution services offered.  Subject to such policies as
the Board of





                                       2
<PAGE>   3
Trustees may from time to time determine, the Advisor shall not be deemed to
have acted unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of its having caused the Funds to pay a broker or
dealer that provides brokerage and research services to the Advisor an amount
of commission for effecting a fund investment transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction, if the Advisor determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer, viewed in terms of either
that particular transaction or the Advisor's overall responsibilities with
respect to a particular Fund, other Funds of the Company, and to other clients
of the Advisor as to which the Advisor exercises investment discretion.  The
Advisor is further authorized to allocate the orders placed by it on behalf of
the Funds to such brokers and dealers who also provide research or statistical
material, or other services to the Funds, to the Advisor, or to any
sub-advisor.  Such allocation shall be in such amounts and proportions as the
Advisor shall determine and the Advisor will report on said allocations
regularly to the Board of Trustees of the Company indicating the brokers to
whom such allocations have been made and the basis therefor.  In making
decisions regarding broker-dealer relationships, the Advisor may take into
consideration the recommendations of any sub-advisor appointed to provide
investment research or advisory services in connection with the Funds, and may
take into consideration any research services provided to such sub-advisor by
broker-dealers.

         7.  Compensation.  The Company shall pay the Advisor as compensation
for services rendered hereunder an annual fee, payable monthly, based upon the
average daily net assets of the Funds as the same is set forth in Appendix A
attached hereto.  The average daily net asset value of the Funds shall be
determined in the manner set forth in the Agreement and Declaration of Trust
and registration statement of the Company, as amended from time to time.

         8.  Additional Services.  Upon the request of the Company's Board of
Trustees, the Advisor may perform certain accounting, shareholder servicing or
other administrative services on behalf of the Funds which are not required by
this Agreement.  Such services will be performed on behalf of the Funds and the
Advisor may receive from the Funds such reimbursement for costs or reasonable
compensation for such services as may be agreed upon between the Advisor and
the Company's Board of Trustees based on a finding by the Board of Trustees
that the provision of such services by the Advisor is in the best interests of
the Company and its shareholders.  Payment or assumption by the Advisor of any
Fund expense that the Advisor is not otherwise required to pay or assume under
this Agreement shall not relieve the Advisor of any of its obligations to the
Funds nor obligate the Advisor to pay or assume any similar Fund expense on any
subsequent occasions.  Such services may include, but are not limited to:

             (a)  the services of a principal financial officer of the Company
         (including applicable office space, facilities and equipment) whose
         normal duties consist of maintaining the financial accounts and books
         and records of the Company and the Funds, including the review and
         calculation of daily net asset value and the preparation of tax
         returns; and the services (including applicable office space,
         facilities and equipment) of any of the personnel operating under the
         direction of such principal financial officer;

             (b)  the services of staff to respond to shareholder inquiries
         concerning the status of their accounts; providing assistance to
         shareholders in exchanges among the mutual funds managed or advised by
         the Advisor; changing account designations or changing addresses;
         assisting in the purchase or redemption of shares; supervising the
         operations of the





                                       3
<PAGE>   4
         custodian, transfer agent(s) or dividend disbursing agent(s) for the
         Funds; or otherwise providing services to shareholders of the Funds;
         and

             (c)  such other administrative services as may be furnished from
         time to time by the Advisor to the Company or the Funds at the request
         of the Company's Board of Trustees.

         9.  Expenses of the Funds.  All of the ordinary business expenses
incurred in the operations of the Funds and the offering of their shares shall
be borne by the Funds unless specifically provided otherwise in this Agreement.
These expenses borne by the Funds include but are not limited to brokerage
commissions, taxes, legal, accounting, 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 and the cost of printing copies of prospectuses and
statements of additional information distributed to the Funds' shareholders.

         10.  Expense Limitation.  If, for any fiscal year of the Company, the
total of all ordinary business expenses of the Funds, including all investment
advisory fees, but excluding brokerage commissions and fees, taxes, interest
and extraordinary expenses, such as litigation costs, would exceed the
applicable expense limitations imposed by state securities regulations in any
state in which the Funds' shares are qualified for sale, as such limitations
may be raised or lowered from time to time, the aggregate of all such
investment advisory fees shall be reduced by the amount of such excess.  The
amount of any such reduction to be borne by the Advisor shall be deducted from
the monthly investment advisory fee otherwise payable to the Advisor during
such fiscal year.  If required pursuant to such state securities regulations,
the Advisor will, not later than the last day of the first month of the next
succeeding fiscal year, reimburse the Funds for any such annual operating
expenses (after reduction of all investment advisory fees in excess of such
limitation).  For the purposes of this Section, the term "fiscal year" shall
exclude the portion of the current fiscal year which shall have elapsed prior
to the date hereof and shall include the portion of the then current fiscal
year which shall have elapsed at the date of termination of this Agreement.
The application of expense limitations shall be applied to each Fund of the
Company separately unless the laws or regulations of any state shall require
that the expense limitations be imposed with respect to the Company as a whole.

         11.  Non-Exclusivity.  The services of the Advisor to the Company and
the Funds are not to be deemed to be exclusive, and the Advisor shall be free
to render investment advisory and administrative or other services to others
(including other investment companies) and to engage in other activities.  It
is understood and agreed that officers or directors of the Advisor may serve as
officers or directors of the Company, and that officers or directors of the
Company may serve as officers or directors of the Advisor to the extent
permitted by law; and that the officers and directors of the Advisor are not
prohibited from engaging in any other business activity or from rendering
services to any other person, or from serving as partners, officers, directors
or trustees of any other firm or trust, including other investment advisory
companies.

         12.  Term and Approval.  This Agreement shall become effective with
respect to a Fund if approved by the shareholders of such Fund, and if so
approved, this Agreement shall thereafter continue in force and effect until
February 28, 1999, and may be continued from year to year thereafter, provided
that the continuation of the Agreement is specifically approved at least
annually:





                                       4
<PAGE>   5
             (a)  (i) by the Company's Board of Trustees or (ii) by the vote of
         "a majority of the outstanding voting securities" of such Fund (as
         defined in Section 2(a)(42) of the 1940 Act); and

             (b)  by the affirmative vote of a majority of the trustees who are
         not parties to this Agreement or "interested persons" (as defined in
         the 1940 Act) of a party to this Agreement (other than as Company
         trustees), by votes cast in person at a meeting specifically called
         for such purpose.

         13.  Termination.  This Agreement may be terminated as to the Company
or as to any one or more of the Funds at any time, without the payment of any
penalty, by vote of the Company's Board of Trustees or by vote of a majority of
the outstanding voting securities of the applicable Fund, or by the Advisor, on
sixty (60) days' written notice to the other party.  The notice provided for
herein may be waived by the party entitled to receipt thereof.  This Agreement
shall automatically terminate in the event of its assignment, the term
"assignment" for purposes of this paragraph having the meaning defined in
Section 2(a)(4) of the 1940 Act.

         14.  Liability of Advisor and Indemnification.  In the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Advisor or any of its
officers, directors or employees, the Advisor shall not be subject to liability
to the Company or to the Funds or to any shareholder of the Funds for any act
or omission in the course of, or connected with, rendering services hereunder
or for any losses that may be sustained in the purchase, holding or sale of any
security.

         15.  Liability of Shareholders.  Notice is hereby given that, as
provided by applicable law, the obligations of or arising out of this Agreement
are not binding upon any of the shareholders of the Company individually but
are binding only upon the assets and property of the Company and that the
shareholders shall be entitled, to the fullest extent permitted by applicable
law, to the same limitation on personal liability as stockholders of private
corporations for profit.

         16.  Notices.  Any notices under this Agreement shall be in writing,
addressed and delivered, telecopied or mailed postage paid, to the other party
entitled to receipt thereof at such address as such party may designate for the
receipt of such notice.  Until further notice to the other party, it is agreed
that the address of the Company shall be and that of the Advisor shall be
Eleven Greenway Plaza, Suite 1919, Houston, Texas 77046.

         17.  Questions of Interpretation.  Any question of interpretation of
any term or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act or the Advisers Act shall be
resolved by reference to such term or provision of the 1940 Act or the Advisers
Act and to interpretations thereof, if any, by the United States Courts or in
the absence of any controlling decision of any such court, by rules,
regulations or orders of the Securities and Exchange Commission issued pursuant
to said Acts.  In addition, where the effect of a requirement of the 1940 Act
or the Advisers Act reflected in any provision of the Agreement is revised by
rule, regulation or order of the Securities and Exchange Commission, such
provision shall be deemed to incorporate the effect of such rule, regulation or
order.  Subject to the foregoing, this Agreement shall be governed by and
construed in accordance with the laws (without reference to conflicts of law
provisions) of the State of Texas.





                                       5
<PAGE>   6
         18.  License Agreement.  The Company shall have the non-exclusive
right to use the name "AIM" to designate any current or future series of shares
only so long as A I M Advisors, Inc. serves as investment manager or advisor to
the Company with respect to such series of shares.

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


                                        AIM FUNDS GROUP
                                        (a Delaware business trust)
Attest:

/s/ DAVID L. KITE                       By: /s/ ROBERT H. GRAHAM
- -------------------------------             -----------------------------
       Assistant Secretary                             President

(SEAL)



                                        A I M ADVISORS, INC.
Attest:

/s/ OFELIA M. MAYO                      By: /s/ ROBERT H. GRAHAM
- -------------------------------             -----------------------------
       Assistant Secretary                             President

(SEAL)





                                       6
<PAGE>   7
                                   APPENDIX A
                                       TO
                      MASTER INVESTMENT ADVISORY AGREEMENT
                                       OF
                                AIM FUNDS GROUP


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


                           AIM GLOBAL UTILITIES FUND

<TABLE>
<CAPTION>
     NET ASSETS                                               ANNUAL RATE
     ----------                                               -----------
     <S>                                                          <C>
     First $200 million . . . . . . . . . . . . . . . . . . . .   0.60%
     Next $300 million. . . . . . . . . . . . . . . . . . . . .   0.50%
     Next $500 million. . . . . . . . . . . . . . . . . . . . .   0.40%
     Amount over $1 billion . . . . . . . . . . . . . . . . . .   0.30%
</TABLE>                                                            
                                                                    
                              AIM HIGH YIELD FUND                   
                                                                    
<TABLE>                                                             
<CAPTION>                                                           
     NET ASSETS                                               ANNUAL RATE
     ----------                                               -----------
     <S>                                                          <C>
     First $200 million . . . . . . . . . . . . . . . . . . . .   0.625%
     Next $300 million  . . . . . . . . . . . . . . . . . . . .   0.55%
     Next $500 million. . . . . . . . . . . . . . . . . . . . .   0.50%
     Amount over $1 billion . . . . . . . . . . . . . . . . . .   0.45%
</TABLE>                                                            
                                                                    
                             AIM MONEY MARKET FUND                  
                                                                    
<TABLE>                                                             
<CAPTION>                                                           
     NET ASSETS                                               ANNUAL RATE
     ----------                                               -----------
     <S>                                                          <C>
     First $1 billion . . . . . . . . . . . . . . . . . . . . .   0.55%
     Over $1 billion  . . . . . . . . . . . . . . . . . . . . .   0.50%
</TABLE>                                                            
                                                                    
                            AIM MUNICIPAL BOND FUND                 
                        AIM INTERMEDIATE GOVERNMENT FUND            
                                AIM INCOME FUND                     
                                                                    
<TABLE>                                                             
<CAPTION>                                                           
     NET ASSETS                                               ANNUAL RATE 
     ----------                                               ------------
     <S>                                                          <C>
     First $200 million . . . . . . . . . . . . . . . . . . . .   0.50%
     Next $300 million  . . . . . . . . . . . . . . . . . . . .   0.40% 
     Next $500 million  . . . . . . . . . . . . . . . . . . . .   0.35%
     Amount over $1 billion . . . . . . . . . . . . . . . . . .   0.30%
</TABLE>                                                            
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                       7                            
<PAGE>   8
                               AIM BALANCED FUND                    
                                                                    
<TABLE>                                                             
<CAPTION>                                                           
     NET ASSETS                                               ANNUAL RATE
     ----------                                               -----------
     <S>                                                          <C>
     First $150 million . . . . . . . . . . . . . . . . . . . .   0.75%
     Over $150 million  . . . . . . . . . . . . . . . . . . . .   0.50%
</TABLE>                                                            
                                                                    
                                                                    
                                AIM GROWTH FUND                     
                                                                    
<TABLE>                                                             
<CAPTION>                                                           
     NET ASSETS                                               ANNUAL RATE
     ----------                                               -----------
     <S>                                                          <C>
     First $150 million . . . . . . . . . . . . . . . . . . . .   0.80%
     Over $150 million  . . . . . . . . . . . . . . . . . . . .   0.625%
</TABLE>


                                 AIM VALUE FUND

<TABLE>
<CAPTION>
     NET ASSETS                                               ANNUAL RATE
     ----------                                               -----------
     <S>                                                          <C>
     First $150 million . . . . . . . . . . . . . . . . . . . .   0.80%
     Over $150 million  . . . . . . . . . . . . . . . . . . . .   0.625%
</TABLE>





                                       8

<PAGE>   1


                                                                     Exhibit 11


                   A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES
                         COMPUTATION OF EARNINGS PER SHARE
                      (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)



<TABLE>
<CAPTION>
                                                                         Year Ended December 31,
                                                                    --------------------------------
                                                                      1996        1995        1994
                                                                    --------    --------    --------
<S>                                                                 <C>         <C>         <C>     
Computation of Earnings per Share:

  Income before extraordinary item ..............................   $ 89,649    $ 48,103    $ 19,256
  Extraordinary item - extinguishment of debt, net of tax .......        537        --          --
                                                                    --------    --------    --------
  Net income ....................................................   $ 89,112    $ 48,103    $ 19,256
                                                                    --------    --------    --------

Computation of Weighted Average Common Shares:
  Primary and fully diluted:
  Weighted average shares outstanding ...........................      3,362       3,218       3,175
  Shares issuable upon exercise of warrants and options .........        470         559         563
  Less shares assumed repurchased with proceeds .................       (147)       (282)       (228)
                                                                    --------    --------    --------

                                                                       3,685       3,495       3,510
                                                                    --------    --------    --------

Earnings per Share:
  Primary and fully diluted:
  Income before extraordinary item ..............................   $  24.33    $  13.76    $   5.49
  Extraordinary item ............................................       (.15)       --          --
                                                                    --------    --------    --------


NET INCOME ......................................................   $  24.18    $  13.76    $   5.49
                                                                    ========    ========    ========
</TABLE>





<PAGE>   1





                                                                      EXHIBIT 21



AMVESCO PLC
(United Kingdom)

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

AVZ Inc.
(Delaware)
(Subsidiary of AMVESCO PLC)

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

A I M MANAGEMENT GROUP INC.
(FORMERLY, A I M MANAGEMENT GROUP ACQUISITION CORP.)
(Delaware)
(Subsidiary of AVZ Inc.)

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

A I M ADVISORS, INC.
(Delaware)
(Subsidiary of A I M MANAGEMENT GROUP INC.)

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

<TABLE>
<S>                               <C>
A I M DISTRIBUTORS                A I M FUND                        A I M INSURANCE
INC. (Delaware)                   SERVICES, INC.                    AGENCY, INC. (Delaware)
                                  (Delaware)


A I M INSTITUTIONAL               A I M INSURANCE AGENCY OF
FUND SERVICES, INC.               ALABAMA, INC. (Alabama)


A I M INSURANCE AGENCY OF                  FUND MANAGEMENT          A I M CAPITAL MANAGEMENT, INC.
NEW MEXICO, INC. (New Mexico)              COMPANY (Texas)          (Texas)


                          (Subsidiaries of A I M ADVISORS, INC.)                                           
                                                                    ---------------------------------------

                                                                    A I M GLOBAL HOLDINGS, INC.
                                                                    (Delaware)
                                                                    (Subsidiary of A I M CAPITAL
                                                                          MANAGEMENT, INC.)                
                                                                    ---------------------------------------
                                                                    A I M GLOBAL              A I M GLOBAL
                                                                    VENTURES CO.              MANAGEMENT COMPANY
                                                                    (Cayman Islands)          LIMITED (Ireland)

                                                                    A I M GLOBAL              AIM GLOBAL
                                                                    ASSOCIATES                ADVISORS LIMITED
                                                                    INC. (Delaware)           (United Kingdom)

                                                                    (Subsidiaries of A I M GLOBAL HOLDINGS, INC.)
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                          97,452
<SECURITIES>                                     5,514
<RECEIVABLES>                                   47,144
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               151,439
<PP&E>                                          50,009
<DEPRECIATION>                                  20,673
<TOTAL-ASSETS>                                 280,658
<CURRENT-LIABILITIES>                           87,433
<BONDS>                                        127,380
<COMMON>                                             6
                                0
                                          0
<OTHER-SE>                                      50,889
<TOTAL-LIABILITY-AND-EQUITY>                   280,658
<SALES>                                              0
<TOTAL-REVENUES>                               386,480
<CGS>                                                0
<TOTAL-COSTS>                                  200,459
<OTHER-EXPENSES>                                31,211
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              13,527
<INCOME-PRETAX>                                141,283
<INCOME-TAX>                                    51,634
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                    537
<CHANGES>                                            0
<NET-INCOME>                                    89,112
<EPS-PRIMARY>                                    24.18
<EPS-DILUTED>                                    24.18
        

</TABLE>


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