Aim Equity Funds N-CSR Certified annual shareholder report (management investment company)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-01424

AIM Equity Funds

(Exact name of registrant as specified in charter)

11 Greenway Plaza, Suite 100 Houston, Texas	77046
(Address of principal executive offices)	(Zip code)

Philip A. Taylor 11 Greenway Plaza, Suite 100 Houston, Texas 77046

(Name and address of agent for service)

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

Date of fiscal year end: 10/31

Date of reporting period: 10/31/09

Item 1. Reports to Stockholders.

AIM Capital Development Fund

Annual Report to Shareholders October 31, 2009    

2	Letters to Shareholders
4	Performance Summary
4	Management Discussion
6	Long-Term Fund Performance
8	Supplemental Information
9	Schedule of Investments
12	Financial Statements
14	Notes to Financial Statements
21	Financial Highlights
22	Auditor’s Report
23	Fund Expenses
24	Approval of Investment Advisory and Sub-Advisory Agreements
T-1	Trustees and Officers
EX-99.CODE ETH
EX-99.CERT
EX-99.906CERT

Letters to Shareholders

Philip Taylor

Dear Shareholders:

While the year covered by this report was difficult, economic conditions and market trends appeared more favorable at the close of the fiscal year than at its start. The 12 months ended October 31, 2009, included a sharp market sell-off in late 2008 that continued into early 2009 — when an abrupt rebound began.

Increased communication

This volatility prompted a greater-than-usual number of mutual fund shareholders to contact me. Some of you took the time to write a letter while others of you emailed me at phil@invescoaim.com.

     Your questions, comments and suggestions gave me better insight into what was on your minds.

     As a result, Invesco Aim’s investment professionals and I have increased our efforts to stay in touch with and share our views with you. We increased the number of “Investment Perspective” articles on our website, invescoaim.com. Through these articles, we’ve tried to provide timely market commentary, general investor education information and sector updates. I hope you’ll take a moment to read them and let me know if you find them useful.

     To access your Fund’s latest quarterly commentary, click on “Products and Performance” at the top of our website; next, select “Mutual Funds”; and then click on “Quarterly Commentary.”

Guarded optimism

Despite a steady stream of bad economic news, markets in the U.S. and around the world began a rather robust recovery in March 2009. History has shown that no matter how positive or negative the economic news of the day may be, markets tend to look forward — often anticipating economic improvement or deterioration well before it arrives. In his most recent Monetary Report to the Congress, U.S. Federal Reserve Board Chairman Ben Bernanke testified that he anticipates a gradual economic recovery in 2010 with some acceleration in growth in 2011.¹ I hope his guarded optimism proves to be accurate.

     Until then, many Americans have decided to spend less and save more. One government estimate suggests Americans saved just 1.7% of their disposable personal income in 2007, and just 2.7% in 2008.² That same estimate suggests Americans saved 3.7% and 4.9% of their disposable personal income in the first and second quarters of 2009, respectively.²

     While a sustained reduction in consumer spending could delay or weaken a recovery, many families have decided that spending less and saving more makes sense — and they are to be applauded for doing so. After all, while we can’t control market returns, we can control how much we regularly save and invest.

     Markets rise and fall, and sharp, sudden rebounds can often be followed by unpleasant, abrupt market downturns. While it may be difficult to save and invest more, and to do so over a long time horizon — particularly in periods of economic hardship — it really is a reliable way to build an investment portfolio.

     If you’ve made a similar decision, it’s important that you work with an experienced, trusted financial advisor. A financial advisor can help you prepare for 2010 by updating you on market conditions, helping you reevaluate your risk tolerance and suggesting investments that may be appropriate for you, given your changing needs and goals.

A single focus

I believe Invesco Aim is uniquely positioned to serve our clients. Our parent company, Invesco Ltd., is one of the largest³ and most diversified global asset managers. We provide clients with diversified investment strategies and a range of investment products managed by distinct management teams around the world. We believe we can serve you best by focusing on one thing and doing it well: managing your money.

     Our investment professionals have managed clients’ money in up markets and down markets. All of us here recognize that market conditions change often; what will not change is our commitment to putting our clients first, helping you achieve your financial goals and providing excellent customer service.

     If you have questions about this report or your account, please contact one of our client services representatives at 800 959 4246. If you have comments for me, I encourage you to email me at phil@invescoaim.com.

     Thank you for investing with us.

Sincerely,

Philip Taylor
Senior Managing Director, Invesco Ltd.
CEO, Invesco Aim

1 U.S. Federal Reserve; 2 Bureau of Economic Analysis; 3 Pensions & Investments

2 AIM Capital Development Fund

Bruce Crockett

Dear Fellow Shareholders:

Although the economy and financial markets have shown some signs of hope, investors remain rightfully cautious. Staying with an appropriately diversified investment program focused on your individual long-term goals can be a wise course in such uncertain times. We believe the route to financial success is more like a marathon than a sprint.

     Please be assured that your Board continues to oversee the AIM Funds with a strong sense of responsibility for your money and your trust. As always, we seek to manage costs and enhance performance in ways that put your interests first.

     We are near the end of a busy 2009 proxy season, during which Invesco Aim Advisors, Inc.’s proxy committee votes on your behalf on issues put to a shareholder vote by the companies whose stock the Funds hold. This year, after careful case-by-case analysis by committee members and portfolio managers, the proxy committee voted with corporate management less often than in previous years, focusing on the issues of board independence, Say-On-Pay initiatives, and stock option re-pricing in light of the market’s decline. The committee remained committed to supporting non-binding Say-on-Pay proposals and abstaining from voting on social issues.

     At its June meeting, your Board reviewed and renewed the investment advisory contracts between the AIM Funds and Invesco Aim Advisors, Inc. You can find the results of this rigorous annual process at invescoaim.com. Click the “About Us” tab at the top of the home page; click “Legal Information”; and then click “Investment Advisory Agreement Renewals.”

     The website also contains news and market information, investment education, planning information, current reports and prospectuses for all the AIM Funds. I highly recommend it to you.

     You are always welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving you in the coming months.

Sincerely,

Bruce L. Crockett
Independent Chair
AIM Funds Board of Trustees

3 AIM Capital Development Fund

Management’s Discussion of Fund Performance

Performance summary

For the fiscal year ended October 31, 2009, Class A shares of AIM Capital Development Fund, at net asset value (NAV), had positive double-digit returns but under-performed the Fund’s style-specific benchmark, the Russell Midcap Growth Index. The Fund outperformed the broad market as represented by the S&P 500 Index, as mid-cap stocks generally outperformed large-cap stocks.

     Your Fund’s long-term performance appears later in this report.

Fund vs. Indexes

Total returns, 10/31/08 to 10/31/09, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

Class A Shares	17.14	%
Class B Shares	16.20
Class C Shares	16.34
Class R Shares	16.76
Class Y Shares	17.40
Investor Class Shares	17.01
S&P 500 Index▼ (Broad Market Index)	9.80
Russell Midcap Growth Index▼ (Style-Specific Index)	22.48
Lipper Mid-Cap Growth Funds Index▼ (Peer Group Index)	19.95
▼ Lipper Inc.

How we invest

We believe a growth investment strategy is an essential component of a diversified portfolio.

     Our investment process combines fundamental and quantitative analysis to uncover companies exhibiting long-term, sustainable revenue, earnings and cash flow growth that is not yet reflected by the stock’s market price.

     Our quantitative model ranks companies based on a set of fundamental, valuation and timeliness factors. This quantitative model is designed to identify stocks with the highest probability of meeting our team’s investment criteria. Stocks that are ranked highest by our quantitative model are the focus of our fundamental research efforts.

     Our fundamental analysis focuses on identifying companies and industries with strong drivers of growth. To accomplish

this goal, we develop a fully integrated financial model to gain a more complete understanding of the financial health of each investment candidate. Additionally, our research involves due diligence of the company, which includes a detailed analysis of the strategic plans of the company’s management team. We also analyze key competitors, customers and suppliers to assess the overall attractiveness and growth potential of the industry.

     Risk management plays an important role in portfolio construction, as our target portfolio attempts to limit volatility and downside risk. We seek to accomplish this goal by investing in sectors, industries and companies with attractive fundamental prospects. We limit the Fund’s sector exposure and also seek to minimize stock-specific risk by building a diversified portfolio.

     We consider selling a stock for any of the following reasons:

n	There is a change in fundamentals, market capitalization or deterioration in the timeliness profle.
n	The price target set at purchase has been reached.
n	The investment thesis is no longer valid.
n	Insider selling indicates potential issues.

Market conditions and your Fund

The fiscal year was truly a tale of two markets. During the first four months of the fiscal year, equity markets experienced steep declines as severe problems in credit markets, a rapidly deteriorating housing market, rising energy and food prices and a deteriorating outlook for corporate earnings led to a global economic recession. However, the U.S. economy began to show signs that the economic contraction was moderating, and equity markets rapidly reversed direction beginning on March 9, 2009, and rallied strongly for most of the remaining months in the fiscal year.

     In this environment, indexes measuring the performance of large-, mid- and small-cap stocks all had positive returns, with mid-cap stocks outperforming large- and small-cap stocks.¹ In terms of investment style, growth stocks outperformed value stocks.¹ The sectors with the highest returns in the broad market as represented by the S&P 500 Index included more economically sensitive sectors such as information technology (IT), materials and consumer discretionary.¹ The financials sector was the only sector with negative returns during the fiscal year.¹

     The Fund had double-digit absolute returns, but underperformed versus the Russell Midcap Growth Index during the fiscal year. The Fund underperformed by

Portfolio Composition

By sector

Information Technology	21.4	%
Consumer Discretionary	17.7
Industrials	15.9
Health Care	11.2
Energy	10.4
Financials	8.9
Materials	6.6
Consumer Staples	2.9
Utilities	1.4
Telecommunication Services	1.1
Money Market Funds Plus
Other Assets Less Liabilities	2.5

Total Net Assets	$926.2 million
Total Number of Holdings*	100

Top 10 Equity Holdings*

1.	Continental Resources, Inc.	1.8	%
2.	Cognizant Technology Solutions Corp.-Class A	1.6
3.	Affiliated Managers Group, Inc.	1.5
4.	NetApp, Inc.	1.5
5.	TD Ameritrade Holding Corp.	1.4
6.	Cabot Oil & Gas Corp.	1.4
7.	KLA-Tencor Corp.	1.4
8.	Discover Financial Services	1.4
9.	Check Point Software Technologies Ltd.	1.4
10.	Solera Holdings Inc.	1.4

The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.

*Excluding money market fund holdings.

4 AIM Capital Development Fund

the widest margin in the health care, utilities, consumer discretionary and industrials sectors. Some of this under-performance was offset by outperformance in other sectors, including financials and IT.

     The Fund underperformed most significantly in the health care sector, primarily driven by stock selection. Within this sector, key detractors from performance included contract research organization holding Pharmaceutical Product Development, as well as

     Genzyme, a company that develops and markets products designed to treat genetic disorders and other debilitating diseases.

     Another area of weakness for the Fund was the utilities sector. Despite reasonable stock valuation, NRG Energy spent much of the year defending itself against a hostile takeover and had double-digit losses in its share price, which detracted from Fund performance during the fiscal year.

     Underperformance in the consumer discretionary sector was also driven by stock selection. Within this sector, a leading detractor from Fund performance was Gildan Activewear, a company that manufactures and markets blank T-shirts and golf shirts for private label use. We used proceeds from the sale of Gildan to purchase additional shares of under garment maker Hanesbrands, which was among the Fund’s leading contributors to performance during the year. Other areas of weakness for the Fund included the media and hotels/restaurants/leisure industries, where the Fund did not own some of the companies that performed solidly during the market rebound.

     The Fund underperformed in the industrials sector due to stock selection and an overweight position. Within this sector, several mining equipment manufacturers detracted from performance including Joy Global and Bucyrus International. These companies experienced weak performance during the market downturn given their more cyclical nature. Engineering and construction firm Foster Wheeler also had weak performance during the period. Our sales of Joy Global, Bucyrus and Foster Wheeler were ill-timed as these stocks rebounded sharply in the market recovery.

     Some of this underperformance was offset by outperformance in other sectors. The Fund outperformed the Russell Midcap Growth Index by the widest margin in the financials sector. One area of strength for the Fund was its capital markets holdings. Many of these

holdings had strong performance as economic and stock market conditions improved dramatically after the March 2009 rebound. Fund holding Morgan Stanley was one of the leading contributors to performance. We sold the shares during the summer because the stock’s strong recovery caused its market capitalization to exceed our mid-cap mandate.

     The Fund also outperformed in the IT sector due to stock selection. The leading contributor to Fund performance was hard-disk maker Western Digital, a holding that was up more than 130% during the fiscal year. One other information technology holding, IT services provider Cognizant Tech Solutions, was among the Fund’s top contributors to performance.

     During the fiscal year, we increased the Fund’s exposure to more economically sensitive sectors including materials, industrials, energy and IT. The largest reduction was in the more defensive health care sector. Additionally, while we decreased the Fund’s exposure to the consumer discretionary sector, we increased our exposure to more economically sensitive companies within the sector.

     As we’ve discussed, the stock market experienced significant volatility during the fiscal year. We would like to caution investors against making investment decisions based on short-term performance. As always, we recommend that you consult a financial advisor to discuss your individual financial program. We thank you for your commitment to AIM Capital Development Fund.

1 Lipper Inc.

The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Aim Advisors, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Aim Advisors, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

See important Fund and index disclosures later in this report.

Paul Rasplicka

Chartered Financial Analyst, senior portfolio manager, is lead manager of AIM Capital Development Fund. Mr. Rasplicka has been associated with the advisor and/or its affiliates since 1994. He began his investment career in 1982 as an equity research analyst. A native of Denver, Mr. Rasplicka is a magna cum laude graduate of the University of Colorado in Boulder with a B.S. in business administration. He earned an M.B.A. from the University of Chicago. He is a Chartered Investment Counselor.

Brent Lium

Chartered Financial Analyst, portfolio manager, is manager of AIM Capital Development Fund. He joined Invesco in 2001 in its corporate associate program and joined Invesco Aim in 2002. Mr. Lium earned a B.B.A. from Texas A&M University and an M.B.A. from The University of Texas at Austin.

Assisted by the Mid Cap Growth Team

5 AIM Capital Development Fund

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class with Sales Charges since Inception

Fund data from 6/17/96, index data from 6/30/96

Past performance cannot guarantee comparable future results.

     The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group reflects fund expenses and management fees; performance of a market index does not. Performance

shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

     This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating changes in value during the early years shown in the chart. The vertical axis, the

one that indicates the dollar value of an investment, is constructed with each segment representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $5,000 and $10,000 is the same size as the space between $10,000 and $20,000, and so on.

Invesco Aim Privacy Policy

You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.

     Invesco Aim collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.

     Even within Invesco Aim, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco Aim maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our web site — invescoaim.com. More detail is available to you at that site.

6 AIM Capital Development Fund

Average Annual Total Returns

As of 10/31/09, including maximum applicable
sales charges

Class A Shares
Inception (6/17/96)		5.80	%
10	Years	3.38
5	Years	0.00
1	Year	10.68
Class B Shares
Inception (10/1/96)		4.98	%
10	Years	3.40
5	Years	0.15
1	Year	11.20
Class C Shares
Inception (8/4/97)		3.48	%
10	Years	3.25
5	Years	0.41
1	Year	15.34
Class R Shares
10	Years	3.76	%
5	Years	0.90
1	Year	16.76
Class Y Shares
10	Years	4.00	%
5	Years	1.21
1	Year	17.40
Investor Class Shares
10	Years	3.97	%
5	Years	1.15
1	Year	17.01

Class R shares’ inception date is June 3, 2002. Returns since that date are historical returns. All other returns are blended returns of historical Class R share performance and restated Class A share performance (for periods prior to the inception date of Class R shares) at net asset value, adjusted to reflect the higher Rule 12b-1 fees applicable to Class R shares. Class A shares’ inception date is June 17, 1996.

     Class Y shares’ inception date is October 3, 2008; returns since that date are actual returns. All other returns are blended returns of actual Class Y share performance and restated Class A share performance (for periods prior to the inception date of Class Y shares) at net asset value. The restated Class A share performance reflects the Rule 12b-1 fees applicable to Class A shares as well as any fee waivers or expense reimbursements received by

Average Annual Total Returns

As of 9/30/09, the most recent calendar quarter-end, including maximum applicable sales charges

Class A Shares
Inception (6/17/96)		6.20	%
10	Years	4.26
5	Years	1.39
1	Year	–8.95
Class B Shares
Inception (10/1/96)		5.38	%
10	Years	4.28
5	Years	1.55
1	Year	–9.17
Class C Shares
Inception (8/4/97)		3.89	%
10	Years	4.12
5	Years	1.80
1	Year	–5.35
Class R Shares
10	Years	4.64	%
5	Years	2.31
1	Year	–3.92
Class Y Shares
10	Years	4.88	%
5	Years	2.60
1	Year	–3.41
Investor Class Shares
10	Years	4.86	%
5	Years	2.56
1	Year	–3.70

Class A shares. Class A shares’ inception date is June, 17, 1996.

     Investor Class shares’ inception date is November 30, 2004. Returns since that date are historical returns. All other returns are blended returns of historical Investor Class share performance and restated Class A share performance (for periods prior to the inception date of Investor Class shares) at net asset value, which restated performance will reflect the Rule 12b-1 fees applicable to Class A shares for the period using blended returns. Class A shares’ inception date is June 17, 1996.

     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invescoaim.com for the most recent month-end performance. Performance

figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.

     The net annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class Y and Investor Class shares was 1.26%, 2.01%, 2.01%, 1.51%, 1.01% and 1.26%, respectively.¹ The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class Y and Investor Class shares was 1.27%, 2.02%, 2.02%, 1.52%, 1.02% and 1.27%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class R shares do not have a front-end sales charge; returns shown are at net asset value and do not reflect a 0.75% CDSC that may be imposed on a total redemption of retirement plan assets within the first year. Class Y shares and Investor Class shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.

     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses

1 Total annual operating expenses less any contractual fee waivers and/or expense reimbursements by the advisor in effect through at least June 30, 2010. See current prospectus for more information.

7 AIM Capital Development Fund

AIM Capital Development Fund’s investment objective is long-term growth of capital.

n	Unless otherwise stated, information presented in this report is as of October 31, 2009, and is based on total net assets.
n	Unless otherwise noted, all data provided by Invesco Aim.

About share classes

n Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any AIM fund. Please see the prospectus for more information.

n Class R shares are available only to certain retirement plans. Please see the prospectus for more information.

n Class Y shares are available to only certain investors. Please see the prospectus for more information.

n All Investor Class shares are closed to new investors. Contact your financial advisor about purchasing our other share classes.

Principal risks of investing in the Fund

n Prices of equity securities change in response to many factors, including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity.

n The Fund invests in “growth” stocks, which may be more volatile than other investment styles because growth stocks are more sensitive to investor perceptions of an issuing company’s growth potential.

n There is no guarantee that the investment techniques and risk analysis used by the Fund’s portfolio managers will produce the desired results.

n Mid-cap companies tend to be more vulnerable to adverse developments and more volatile than larger companies. Investments in mid-cap companies may involve special risks, including those associated with dependence on a small management group, little or no operating history, little or no track record of success, limited product lines, less publicly available information, illiquidity, restricted resale or less frequent trading.

n	The prices of securities held by the Fund may decline in response to market risks.
n	The prices of IPO securities may go up and down more than prices of equity securities of companies with longer trading histories. In addition, companies offering securities in IPOs may have less experienced management or limited operating histories. There can be no assurance that the Fund will have favorable IPO investment opportunities.

About indexes used in this report

n The S&P 500^® Index is a market capitalization-weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity and their industry.

n	The Russell Midcap® Growth Index measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The Russell Midcap Growth Index is a trademark/ service mark of the Frank Russell Company. Russell® is a trademark of the Frank Russell Company.
n	The Lipper Mid-Cap Growth Funds Index is an equally weighted representation of the largest funds in the Lipper Mid-Cap Growth Funds category. These funds have an above-average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P MidCap 400 Index.
n	The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
n	A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested

dividends, and they do not reflect sales charges. Performance of an index of funds reflects fund expenses; performance of a market index does not.

Other information

n The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.

n Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

n The Chartered Financial Analysts^® (CFA^®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.

This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

Fund Nasdaq Symbols

Class A Shares	ACDAX
Class B Shares	ACDBX
Class C Shares	ACDCX
Class R Shares	ACDRX
Class Y Shares	ACDYX
Investor Class Shares	ACDIX

8 AIM Capital Development Fund

Schedule of Investments^(a)

October 31, 2009

	Shares		Value
Common Stocks & Other Equity Interests–97.48%
Aerospace & Defense–0.99%
Goodrich Corp.		168,123	$	9,137,485
Air Freight & Logistics–0.91%
C.H. Robinson Worldwide, Inc.		153,805		8,476,194
Apparel Retail–3.22%
Aeropostale, Inc.(b)		239,964		9,005,849
American Eagle Outfitters, Inc.		568,603		9,944,866
Ross Stores, Inc.		246,950		10,868,270
				29,818,985
Apparel, Accessories & Luxury Goods–3.36%
Carter’s, Inc.(b)		386,044		9,110,638
Coach, Inc.		334,997		11,044,851
Hanesbrands, Inc.(b)		506,383		10,948,001
				31,103,490
Application Software–3.77%
Adobe Systems Inc.(b)		301,523		9,932,168
Autodesk, Inc.(b)		491,207		12,245,790
Solera Holdings Inc.		395,290		12,736,244
				34,914,202
Asset Management & Custody Banks–2.22%
Affiliated Managers Group, Inc.(b)		214,255		13,603,050
State Street Corp.		164,894		6,922,250
				20,525,300
Automotive Retail–0.41%
Advance Auto Parts, Inc.		101,489		3,781,480
Biotechnology–2.10%
Talecris Biotherapeutics Holdings Corp.(b)		485,429		9,737,706
United Therapeutics Corp.(b)		229,252		9,752,380
				19,490,086
Casinos & Gaming–0.93%
International Game Technology		482,557		8,608,817
Coal & Consumable Fuels–1.09%
CONSOL Energy Inc.		235,479		10,080,856
Communications Equipment–0.00%
Lantronix Inc.–Wts., expiring 02/09/11(c)		7,454		0
	Shares
Computer Storage & Peripherals–3.50%
NetApp, Inc.(b)		501,000		13,552,050
QLogic Corp.(b)		557,325		9,775,480
Western Digital Corp.(b)		269,045		9,061,436
				32,388,966
Consumer Finance–1.41%
Discover Financial Services		922,782		13,048,137
Data Processing & Outsourced Services–1.26%
Alliance Data Systems Corp.(b)(d)		211,620		11,634,868
Department Stores–1.33%
Nordstrom, Inc.		386,619		12,286,752
Distributors–1.02%
LKQ Corp.(b)		545,617		9,422,806
Diversified Metals & Mining–3.35%
Freeport-McMoRan Copper & Gold Inc.		144,827		10,624,509
Southern Copper Corp. (Peru)(d)		336,400		10,596,600
Walter Energy, Inc.		167,134		9,777,339
				30,998,448
Diversified Support Services–1.13%
Copart, Inc.(b)		324,984		10,454,735
Education Services–2.95%
Apollo Group, Inc.–Class A(b)		159,198		9,090,206
Capella Education Co.(b)		143,348		9,876,677
ITT Educational Services, Inc.(b)		93,038		8,405,983
				27,372,866
Electrical Components & Equipment–2.13%
Cooper Industries PLC–Class A (Ireland)		261,857		10,131,247
Regal-Beloit Corp.		203,992		9,563,145
				19,694,392
Electronic Components–1.07%
Amphenol Corp.–Class A		247,615		9,934,314
Environmental & Facilities Services–0.97%
Republic Services, Inc.		347,086		8,992,998
Fertilizers & Agricultural Chemicals–1.13%
Intrepid Potash, Inc.(b)		405,574		10,447,586
Health Care Equipment–1.59%
American Medical Systems Holdings, Inc.(b)		607,200		9,363,024
ResMed Inc.–CDI(b)		1,111,978		5,412,844
				14,775,868

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

9        AIM Capital Development Fund

	Shares		Value
Health Care Facilities–1.40%
Psychiatric Solutions, Inc.(b)		260,087	$	5,368,196
VCA Antech, Inc.(b)		320,701		7,639,098
				13,007,294
Health Care Services–2.60%
Express Scripts, Inc.(b)		155,006		12,388,080
Fresenius Medical Care AG & Co. KGaA–ADR (Germany)		125,767		6,082,092
Omnicare, Inc.		259,944		5,632,986
				24,103,158
Home Entertainment Software–0.32%
Shanda Interactive Entertainment Ltd.–ADR (China)(b)		68,006		2,970,502
Hotels, Resorts & Cruise Lines–1.06%
Marriott International, Inc.–Class A		392,154		9,827,379
Household Products–1.55%
Church & Dwight Co., Inc.		85,489		4,862,615
Energizer Holdings, Inc.(b)		155,252		9,450,189
				14,312,804
Housewares & Specialties–1.30%
Jarden Corp.		438,297		12,004,955
Human Resource & Employment Services–0.98%
Robert Half International, Inc.		390,112		9,050,598
Independent Power Producers & Energy Traders–1.41%
KGEN Power Corp. (Acquired 01/12/07; Cost $12,297,138)(b)(e)		878,367		5,270,202
NRG Energy, Inc.(b)		339,334		7,801,289
				13,071,491
Industrial Machinery–1.67%
Graco Inc.		190,427		5,244,360
Stanley Works (The)		226,571		10,247,806
				15,492,166
Investment Banking & Brokerage–2.43%
Lazard Ltd.–Class A		246,292		9,297,523
TD Ameritrade Holding Corp.(b)		685,718		13,234,357
				22,531,880
IT Consulting & Other Services–1.63%
Cognizant Technology Solutions Corp.–Class A(b)		390,051		15,075,471
Life & Health Insurance–1.68%
Aflac, Inc.		249,410		10,348,021
Lincoln National Corp.		217,869		5,191,818
				15,539,839
Life Sciences Tools & Services–1.69%
Pharmaceutical Product Development, Inc.		288,920		6,226,226
Thermo Fisher Scientific, Inc.(b)		209,996		9,449,820
				15,676,046
Managed Health Care–1.21%
Aetna Inc.		254,542		6,625,728
Aveta, Inc. (Acquired 12/21/05-02/21/06; Cost $13,947,028)(b)(e)		1,014,837		4,566,767
				11,192,495
Marine–0.46%
Genco Shipping & Trading Ltd.(b)(d)		213,396		4,244,446
Metal & Glass Containers–1.09%
Crown Holdings, Inc.(b)		379,451		10,112,369
Oil & Gas Drilling–1.17%
Noble Corp.(b)		266,284		10,848,410
Oil & Gas Equipment & Services–3.51%
Baker Hughes Inc.		225,099		9,469,915
Core Laboratories N.V. (Netherlands)		99,010		10,326,743
Key Energy Services, Inc.(b)		1,092,904		8,000,057
Petroleum Geo-Services A.S.A. (Norway)(b)		501,758		4,712,216
				32,508,931
Oil & Gas Exploration & Production–4.61%
Cabot Oil & Gas Corp.		340,633		13,104,151
Continental Resources, Inc.(b)(d)		435,833		16,217,346
SandRidge Energy, Inc.(b)		362,324		3,706,575
Southwestern Energy Co.(b)		222,446		9,694,197
				42,722,269
Personal Products–1.29%
Estee Lauder Cos. Inc. (The)–Class A		281,495		11,963,538
Pharmaceuticals–0.62%
Shire PLC–ADR (United Kingdom)		108,400		5,777,720
Real Estate Services–0.94%
CB Richard Ellis Group, Inc.–Class A(b)		843,038		8,725,443
Research & Consulting Services–2.19%
Equifax Inc.		319,030		8,735,041
IHS Inc.–Class A(b)		222,872		11,535,855
				20,270,896
Security & Alarm Services–1.12%
Corrections Corp. of America(b)		434,348		10,398,291

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

10        AIM Capital Development Fund

	Shares		Value
Semiconductor Equipment–2.41%
ASML Holding N.V.–New York Shares (Netherlands)		343,175	$	9,245,134
KLA-Tencor Corp.		402,037		13,070,223
				22,315,357
Semiconductors–4.67%
Altera Corp.		505,443		10,002,717
Avago Technologies Ltd. (Singapore)(b)		615,552		9,233,280
Marvell Technology Group Ltd.(b)		681,345		9,348,054
ON Semiconductor Corp.(b)		1,211,757		8,106,654
Xilinx, Inc.		302,840		6,586,770
				43,277,475
Specialized Finance–0.23%
Verisk Analytics, Inc.–Class A(b)		78,400		2,150,512
Specialty Chemicals–0.58%
Albemarle Corp.		170,758		5,392,538
Steel–0.46%
Steel Dynamics, Inc.		320,198		4,287,451
Systems Software–2.75%
Check Point Software Technologies Ltd. (Israel)(b)		416,432		12,938,542
McAfee Inc.(b)		299,633		12,548,630
				25,487,172
Tires & Rubber–1.00%
Goodyear Tire & Rubber Co. (The)(b)		717,844		9,245,831
Trading Companies & Distributors–1.97%
Fastenal Co.(d)		233,398		8,052,231
W.W. Grainger, Inc.		108,648		10,183,577
				18,235,808
Trucking–2.52%
Con-way Inc.		213,890		7,056,231
Heartland Express, Inc.		578,051		7,861,494
J.B. Hunt Transport Services, Inc.		278,937		8,384,846
				23,302,571
Wireless Telecommunication Services–1.12%
American Tower Corp.–Class A(b)		280,950		10,344,579
Total Common Stocks & Other Equity Interests (Cost $762,544,818)				902,857,316
Money Market Funds–1.99%
Liquid Assets Portfolio–Institutional Class(f)		9,227,682		9,227,682
Premier Portfolio–Institutional Class(f)		9,227,682		9,227,682
Total Money Market Funds (Cost $18,455,364)				18,455,364
TOTAL INVESTMENTS (excluding investments purchased with cash collateral from securities on loan)–99.47% (Cost $781,000,182)				921,312,680
Investments Purchased with Cash Collateral from Securities on Loan
Money Market Funds–3.29%
Liquid Assets Portfolio–Institutional Class (Cost $30,514,613)(f)(g)		30,514,613		30,514,613
TOTAL INVESTMENTS–102.76% (Cost $811,514,795)				951,827,293
OTHER ASSETS LESS LIABILITIES–(2.76)%				(25,594,786	)
NET ASSETS–100.00%			$	926,232,507

Investment Abbreviations:

ADR	– American Depositary Receipt
CDI	– CHESS Depositary Interests
Wts.	– Warrants

Notes to Schedule of Investments:

(a)	Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b)	Non-income producing security.
(c)	Non-income producing security acquired through a class action.
(d)	All or a portion of this security was out on loan at October 31, 2009.
(e)	Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended. The security may be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate value of these securities at October 31, 2009 was $9,836,969, which represented 1.06% of the Fund’s Net Assets.
(f)	The money market fund and the Fund are affiliated by having the same investment advisor.
(g)	The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 1I.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

11        AIM Capital Development Fund

Statement of Assets and Liabilities

October 31, 2009

Assets:
Investments, at value (Cost $762,544,818)*	$	902,857,316
Investments in affiliated money market funds, at value and cost		48,969,977
Total investments, at value (Cost $811,514,795)		951,827,293
Receivables for:
Investments sold		16,651,706
Investments sold to affiliates		1,182,108
Fund shares sold		888,347
Dividends		116,459
Investment for trustee deferred compensation and retirement plans		48,792
Other assets		28,492
Total assets		970,743,197
Liabilities:
Payables for:
Investments purchased		10,071,512
Fund shares reacquired		2,757,283
Collateral upon return of securities loaned		30,514,613
Accrued fees to affiliates		775,492
Accrued other operating expenses		209,911
Trustee deferred compensation and retirement plans		181,879
Total liabilities		44,510,690
Net assets applicable to shares outstanding	$	926,232,507
Net assets consist of:
Shares of beneficial interest	$	1,230,321,386
Undistributed net investment income (loss)		(204,884	)
Undistributed net realized gain (loss)		(444,266,493	)
Unrealized appreciation		140,382,498
	$	926,232,507
Net Assets:
Class A	$	649,013,432
Class B	$	57,451,805
Class C	$	61,530,753
Class R	$	49,082,685
Class Y	$	5,716,927
Investor Class	$	9,292,327
Institutional Class	$	94,144,578
Shares outstanding, $0.001 par value per share, unlimited number of shares authorized:
Class A		52,161,456
Class B		5,304,668
Class C		5,689,170
Class R		4,025,001
Class Y		458,278
Investor Class		746,359
Institutional Class		7,182,078
Class A:
Net asset value per share	$	12.44
Maximum offering price per share
(Net asset value of $12.44 divided by 94.50%)	$	13.16
Class B:
Net asset value and offering price per share	$	10.83
Class C:
Net asset value and offering price per share	$	10.82
Class R:
Net asset value and offering price per share	$	12.19
Class Y:
Net asset value and offering price per share	$	12.47
Investor Class:
Net asset value and offering price per share	$	12.45
Institutional Class:
Net asset value and offering price per share	$	13.11

*  At October 31, 2009, securities with an aggregate value of $28,560,976 were on loan to brokers.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

12        AIM Capital Development Fund

Statement of Operations

For the year ended October 31, 2009

Investment income:
Dividends (net of foreign withholding taxes of $105,328)	$	5,893,646
Dividends from affiliated money market funds (includes securities lending income of $64,353)		295,252
Total investment income		6,188,898
Expenses:
Advisory fees		5,784,951
Administrative services fees		256,786
Custodian fees		87,325
Distribution fees:
Class A		1,496,750
Class B		592,434
Class C		576,609
Class R		227,536
Investor Class		16,828
Transfer agent fees — A, B, C, R, Y and Investor		3,178,792
Transfer agent fees — Institutional		77,127
Trustees’ and officers’ fees and benefits		46,295
Other		538,081
Total expenses		12,879,514
Less: Fees waived, expenses reimbursed and expense offset arrangement(s)		(58,478	)
Net expenses		12,821,036
Net investment income (loss)		(6,632,138	)
Realized and unrealized gain (loss) from:
Net realized gain (loss) from:
Investment securities (includes net gains (losses) from securities sold to affiliates of $(6,613,633))		(157,795,337	)
Foreign currencies		(83,539	)
		(157,878,876	)
Change in net unrealized appreciation of:
Investment securities		292,789,574
Foreign currencies		70,000
		292,859,574
Net realized and unrealized gain		134,980,698
Net increase in net assets resulting from operations	$	128,348,560

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

13        AIM Capital Development Fund

Statement of Changes in Net Assets

For the years ended October 31, 2009 and 2008

	2009			2008
Operations:
Net investment income (loss)	$	(6,632,138	)	$	(11,068,275	)
Net realized gain (loss)		(157,878,876	)		(285,914,722	)
Change in net unrealized appreciation (depreciation)		292,859,574			(580,587,089	)
Net increase (decrease) in net assets resulting from operations		128,348,560			(877,570,086	)
Distributions to shareholders from net realized gains:
Class A		—			(140,744,177	)
Class B		—			(21,706,955	)
Class C		—			(16,003,458	)
Class R		—			(7,944,239	)
Investor Class		—			(1,169,225	)
Institutional Class		—			(14,048,801	)
Total distributions from net realized gains		—			(201,616,855	)
Share transactions-net:
Class A		(105,053,794	)		(86,424,712	)
Class B		(23,700,708	)		(40,359,126	)
Class C		(11,255,419	)		(8,669,452	)
Class R		(6,209,786	)		16,154,798
Class Y		2,140,537			2,980,068
Investor Class		1,908,558			569,498
Institutional Class		(7,417,609	)		40,670,738
Net increase (decrease) in net assets resulting from share transactions		(149,588,221	)		(75,078,188	)
Net increase (decrease) in net assets		(21,239,661	)		(1,154,265,129	)
Net assets:
Beginning of year		947,472,168			2,101,737,297
End of year (includes undistributed net investment income (loss) of $(204,884) and $(190,829), respectively)	$	926,232,507		$	947,472,168

Notes to Financial Statements

October 31, 2009

NOTE 1—Significant Accounting Policies

AIM Capital Development Fund (the “Fund”) is a series portfolio of AIM Equity Funds (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of eight separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.

  The Fund’s investment objective is long-term growth of capital.

  The Fund currently consists of seven different classes of shares: Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class. Investor Class shares of the Fund are offered only to certain grandfathered investors. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waiver shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class R, Class Y, Investor Class and Institutional Class shares are sold at net asset value. Under certain circumstances, Class R shares are subject to a CDSC. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.

  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A. Security Valuations — Securities, including restricted securities, are valued according to the following policy.

14        AIM Capital Development Fund

	A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
	Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
	Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
	Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
	Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities and Corporate Loans. The mean between the last bid and asked prices may be used to value debt obligations other than Corporate Loans.
	Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.
	Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B.	Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date. Bond premiums and discounts are amortized and/or accreted for financial reporting purposes.
	The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain/loss for investments no longer held and as unrealized gain/loss for investments still held.
	Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the advisor.
	The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C.	Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment advisor may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees

15        AIM Capital Development Fund

	and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D.	Distributions — Distributions from income and net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E.	Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
	The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F.	Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to the Institutional Class are charged to such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.
G.	Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print, which is generally 45 days from the period-end date.
H.	Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I.	Securities Lending — The Fund may lend portfolio securities having a market value up to one-third of the Fund’s total assets. Such loans are secured by collateral equal to no less than the market value of the loaned securities determined daily by the securities lending provider. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its sponsored agencies. Cash collateral received in connection with these loans is invested in short-term money market instruments or affiliated money market funds and is shown as such on the Schedule of Investments. It is the Fund’s policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. Upon the failure of the borrower to return the securities, collateral may be liquidated and the securities may be purchased on the open market to replace the loaned securities. The Fund could experience delays and costs in gaining access to the collateral. The Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, is included in Dividends from affiliates on the Statement of Operations. The aggregate value of securities out on loan is shown as a footnote on the Statement of Assets and Liabilities, if any.
J.	Foreign Currency Translations — Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (i) sales of foreign currencies, (ii) currency gains or losses realized between the trade and settlement dates on securities transactions, and (iii) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.
	The Fund may invest in foreign securities which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable.
K.	Foreign Currency Contracts — The Fund may enter into foreign currency contracts to manage or minimize currency or exchange rate risk. The Fund may also enter into foreign currency contracts for the purchase or sale of a security denominated in a foreign currency in order to “lock in” the U.S. dollar price of that security. A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The use of foreign currency contracts does not eliminate fluctuations in the price of the underlying securities the Fund owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the contract date and reporting date exchange rates and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded. Realized and unrealized gains (losses) on the contracts are included in the Statement of Operations. The primary risks

16        AIM Capital Development Fund

associated with foreign currency contracts include failure of the counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks may be in excess of the amounts reflected in the Statement of Assets and Liabilities.

NOTE 2—Advisory Fees and Other Fees Paid to Affiliates

The Trust has entered into a master investment advisory agreement with Invesco Aim Advisors, Inc. (the “Advisor” or “Invesco Aim”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Advisor based on the annual rate of the Fund’s average daily net assets as follows:

Average Net Assets	Rate
First $350 million		0	.75%
Over $350 million		0	.625%

  Under the terms of a master sub-advisory agreement approved by shareholders of the Fund between the Advisor and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisors”) the Advisor, not the Fund, may pay 40% of the fees paid to the Advisor to any such Affiliated Sub-Advisor(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Advisor(s).

  Effective July 1, 2009, the Advisor has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual operating expenses (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares to 2.00%, 2.75%, 2.75%, 2.25%, 1.75%, 2.00% and 1.75% of average daily net assets, respectively, through at least February 28, 2011. In determining the advisor’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the net annual operating expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items or non-routine items; (v) expenses related to a merger or reorganization, as approved by the Fund’s Board of Trustees; and (vi) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Currently, in addition to the expense reimbursement arrangement with Invesco Ltd. (“Invesco”) described more fully below, the expense offset arrangements from which the Fund may benefit are in the form of credits that the Fund receives from banks where the Fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the Fund. The Advisor did not waive fees and/or reimburse expenses during the period under this expense limitation.

  Further, the Advisor has contractually agreed, through at least June 30, 2010, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Advisor receives from the affiliated money market funds on investments by the Fund of uninvested cash (excluding investments of cash collateral from securities lending) in such affiliated money market funds.

  For the year ended October 31, 2009, the Advisor waived advisory fees of $26,097.

  At the request of the Trustees of the Trust, Invesco agreed to reimburse expenses incurred by the Fund in connection with market timing matters in the AIM Funds, which may include legal, audit, shareholder reporting, communications and trustee expenses. These expenses along with the related expense reimbursement are included in the Statement of Operations. For the year ended October 31, 2009, Invesco reimbursed expenses of the Fund in the amount of $2,567.

  The Trust has entered into a master administrative services agreement with Invesco Aim pursuant to which the Fund has agreed to pay Invesco Aim for certain administrative costs incurred in providing accounting services to the Fund. For the year ended October 31, 2009, expenses incurred under the agreement are shown in the Statement of Operations as administrative services fees.

  The Trust has entered into a transfer agency and service agreement with Invesco Aim Investment Services, Inc. (“IAIS”) pursuant to which the Fund has agreed to pay IAIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IAIS for certain expenses incurred by IAIS in the course of providing such services. IAIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IAIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended October 31, 2009, expenses incurred under the agreement are shown in the Statement of Operations as transfer agent fees.

  The Trust has entered into master distribution agreements with Invesco Aim Distributors, Inc. (“IADI”) to serve as the distributor for the Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class B, Class C, Class R and Investor Class shares (collectively the “Plans”). The Fund, pursuant to the Plans, pays IADI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares, 1.00% of the average daily net assets of Class B and Class C shares, 0.50% of the average daily net assets of Class R shares and 0.25% of the average daily net assets of Investor Class shares. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges that may be paid by any class of shares of the Fund. For the year ended October 31, 2009, expenses incurred under the Plans are shown in the Statement of Operations as distribution fees.

  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended October 31, 2009, IADI advised the Fund that IADI retained $51,164 in front-end sales commissions from the sale of Class A shares and $1,845, $80,919, $3,430 and $0 from Class A, Class B, Class C and Class R shares, respectively, for CDSC imposed on redemptions by shareholders.

  Certain officers and trustees of the Trust are officers and directors of Invesco Aim, IAIS and/or IADI.

17        AIM Capital Development Fund

NOTE 3—Additional Valuation Information

Generally Accepted Accounting Principles (“GAAP”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

Level 1 —	Prices are determined using quoted prices in an active market for identical assets.
Level 2 —	Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.
Level 3 —	Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

  The following is a summary of the tiered valuation input levels, as of October 31, 2009. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

	Level 1		Level 2		Level 3		Total
Equity Securities	$	931,865,264	$	10,125,060	$	9,836,969	$	951,827,293

NOTE 4—Security Transactions with Affiliated Funds

The Fund is permitted to purchase or sell securities from or to certain other AIM Funds under specified conditions outlined in procedures adopted by the Board of Trustees of the Trust. The procedures have been designed to ensure that any purchase or sale of securities by the Fund from or to another fund or portfolio that is or could be considered an affiliate by virtue of having a common investment advisor (or affiliated investment advisors), common Trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price. Pursuant to these procedures, for the year ended October 31, 2009, the Fund engaged in securities purchases of $7,201,566 and securities sales of $11,304,598, which resulted in net realized gains (losses) of $(6,613,633).

NOTE 5—Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in Demand Deposit Accounts (DDA) used by the transfer agent for clearing shareholder transactions. For the year ended October 31, 2009, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $29,814.

NOTE 6—Trustees’ and Officers’ Fees and Benefits

“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various AIM Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.

  During the year ended October 31, 2009, the Fund paid legal fees of $4,953 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust.

NOTE 7—Cash Balances

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with The State Street Bank and Trust Company, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (i) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (ii) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco Aim, not to exceed the contractually agreed upon rate.

18        AIM Capital Development Fund

NOTE 8—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Years Ended October 31, 2009 and 2008:

	2009		2008
Ordinary income	$	—	$	37,151,152
Long-term capital gain		—		164,465,703
Total distributions	$	—	$	201,616,855

Tax Components of Net Assets at Period-End:

	2009
Net unrealized appreciation — investments	$	140,200,832
Net unrealized appreciation — other investments		70,000
Temporary book/tax differences		(187,696	)
Capital loss carryforward		(444,172,015	)
Shares of beneficial interest		1,230,321,386
Total net assets	$	926,232,507

  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation difference is attributable primarily to wash sales.

  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

  The Fund has a capital loss carryforward as of October 31, 2009 which expires as follows:

	Capital Loss
Expiration	Carryforward*
October 31, 2016	$	276,218,182
October 31, 2017		167,953,833
Total capital loss carryforward	$	444,172,015

*  Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.

NOTE 9—Investment Securities

The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended October 31, 2009 was $791,512,120 and $923,738,262, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.

Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
Aggregate unrealized appreciation of investment securities	$	178,783,392
Aggregate unrealized (depreciation) of investment securities		(38,582,560	)
Net unrealized appreciation of investment securities	$	140,200,832
Cost of investments for tax purposes is $811,626,461.

NOTE 10—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of net operating losses, on October 31, 2009, undistributed net investment income (loss) was increased by $6,618,083, undistributed net realized gain (loss) was increased by $556,390 and shares of beneficial interest decreased by $7,174,473. This reclassification had no effect on the net assets of the Fund.

19        AIM Capital Development Fund

NOTE 11—Share Information

	Summary of Share Activity
	Year ended October 31,
	2009(a)						2008
	Shares			Amount			Shares			Amount
Sold:
Class A		7,994,598		$	82,635,701			10,466,747		$	173,790,170
Class B		660,751			5,934,895			717,587			10,509,769
Class C		916,277			8,184,285			1,388,328			20,635,417
Class R		1,640,469			16,542,308			2,447,457			39,495,157
Class Y(b)		326,949			3,375,272			245,067			2,989,378
Investor Class		360,604			4,103,722			241,584			3,952,625
Institutional Class		1,789,050			19,402,972			4,837,148			87,952,001
Issued as reinvestment of dividends:
Class A		—			—			7,215,958			131,474,753
Class B		—			—			1,273,477			20,477,506
Class C		—			—			940,033			15,096,928
Class R		—			—			442,823			7,944,249
Investor Class		—			—			62,973			1,148,632
Institutional Class		—			—			701,740			13,340,070
Automatic conversion of Class B shares to Class A shares:
Class A		1,288,214			13,291,917			1,935,908			30,895,336
Class B		(1,472,900	)		(13,291,917	)		(2,194,637	)		(30,895,336	)
Reacquired:
Class A(b)		(19,650,620	)		(200,981,412	)		(27,126,112	)		(422,584,971	)
Class B		(1,851,697	)		(16,343,686	)		(2,861,478	)		(40,451,065	)
Class C		(2,173,156	)		(19,439,704	)		(3,218,025	)		(44,401,797	)
Class R		(2,216,844	)		(22,752,094	)		(2,029,430	)		(31,284,608	)
Class Y		(112,894	)		(1,234,735	)		(844	)		(9,310	)
Investor Class(b)		(202,875	)		(2,195,164	)		(282,337	)		(4,531,759	)
Institutional Class		(2,466,904	)		(26,820,581	)		(3,630,710	)		(60,621,333	)
Net increase (decrease) in share activity		(15,170,978	)	$	(149,588,221	)		(8,426,743	)	$	(75,078,188	)

(a)

There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 19% of the outstanding shares of the Fund. IADI has an agreement with these entities to sell Fund shares. The Fund, Invesco Aim and/or Invesco Aim affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco Aim and/or Invesco Aim affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

(b)

Effective upon the commencement date of Class Y shares, October 3, 2008, the following shares were converted from Class A and Investor Class into Class Y shares of the Fund:

Class	Shares			Amount
Class Y		242,809		$	2,964,694
Class A		(221,114	)		(2,699,804	)
Investor Class		(21,677	)		(264,890	)

20        AIM Capital Development Fund

NOTE 12—Financial Highlights

The following schedule presents financial highlights for each share of the Fund outstanding throughout the periods indicated.

																						Ratio of			Ratio of
						Net gains																expenses			expenses
						(losses)																to average			to average net			Ratio of net
	Net asset		Net			on securities						Distributions										net assets			assets without			investment
	value,		investment			(both			Total from			from net			Net asset					Net assets,		with fee waivers			fee waivers			income (loss)
	beginning		income			realized and			investment			realized			value, end		Total			end of period		and/or expenses			and/or expenses			to average			Portfolio
	of period		(loss)(a)			unrealized)			operations			gains			of period		Return(b)			(000s omitted)		absorbed			absorbed			net assets			turnover(c)
Class A
Year ended 10/31/09	$	10.62	$	(0.08	)	$	1.90		$	1.82		$	—		$	12.44		17.14	%	$	649,013		1.44	%(d)		1.44	%(d)		(0.72	)%(d)		94	%
Year ended 10/31/08		21.59		(0.10	)		(8.85	)		(8.95	)		(2.02	)		10.62		(45.35	)		664,270		1.25			1.26			(0.59	)		109
Year ended 10/31/07		19.73		(0.13	)		3.99			3.86			(2.00	)		21.59		21.13			1,511,918		1.20			1.20			(0.62	)		99
Year ended 10/31/06		18.85		(0.10	)		3.53			3.43			(2.55	)		19.73		19.86			1,095,204		1.26			1.26			(0.52	)		126
Year ended 10/31/05		17.86		(0.11	)		2.52			2.41			(1.42	)		18.85		13.87			800,830		1.36			1.36			(0.58	)		120
Class B
Year ended 10/31/09		9.32		(0.13	)		1.64			1.51			—			10.83		16.20			57,452		2.19	(d)		2.19	(d)		(1.47	)(d)		94
Year ended 10/31/08		19.33		(0.20	)		(7.79	)		(7.99	)		(2.02	)		9.32		(45.71	)		74,231		2.00			2.01			(1.34	)		109
Year ended 10/31/07		17.98		(0.25	)		3.60			3.35			(2.00	)		19.33		20.27			213,235		1.95			1.95			(1.37	)		99
Year ended 10/31/06		17.51		(0.22	)		3.24			3.02			(2.55	)		17.98		18.92			236,175		2.01			2.01			(1.27	)		126
Year ended 10/31/05		16.79		(0.22	)		2.36			2.14			(1.42	)		17.51		13.09			317,492		2.04			2.04			(1.26	)		120
Class C
Year ended 10/31/09		9.30		(0.14	)		1.66			1.52			—			10.82		16.34			61,531		2.19	(d)		2.19	(d)		(1.47	)(d)		94
Year ended 10/31/08		19.30		(0.19	)		(7.79	)		(7.98	)		(2.02	)		9.30		(45.74	)		64,620		2.00			2.01			(1.34	)		109
Year ended 10/31/07		17.96		(0.25	)		3.59			3.34			(2.00	)		19.30		20.23			151,259		1.95			1.95			(1.37	)		99
Year ended 10/31/06		17.50		(0.22	)		3.23			3.01			(2.55	)		17.96		18.88			109,424		2.01			2.01			(1.27	)		126
Year ended 10/31/05		16.77		(0.22	)		2.37			2.15			(1.42	)		17.50		13.16			88,316		2.04			2.04			(1.26	)		120
Class R
Year ended 10/31/09		10.44		(0.10	)		1.85			1.75			—			12.19		16.76			49,083		1.69	(d)		1.69	(d)		(0.97	)(d)		94
Year ended 10/31/08		21.30		(0.14	)		(8.70	)		(8.84	)		(2.02	)		10.44		(45.46	)		48,027		1.50			1.51			(0.84	)		109
Year ended 10/31/07		19.53		(0.18	)		3.95			3.77			(2.00	)		21.30		20.86			79,655		1.45			1.45			(0.87	)		99
Year ended 10/31/06		18.73		(0.14	)		3.49			3.35			(2.55	)		19.53		19.52			22,577		1.51			1.51			(0.77	)		126
Year ended 10/31/05		17.78		(0.14	)		2.51			2.37			(1.42	)		18.73		13.69			8,379		1.54			1.54			(0.76	)		120
Class Y
Year ended 10/31/09		10.63		(0.05	)		1.89			1.84			—			12.47		17.31			5,717		1.19	(d)		1.19	(d)		(0.47	)(d)		94
Year ended 10/31/08(e)		12.21		(0.00	)		(1.58	)		(1.58	)		—			10.63		(12.94	)		2,595		1.06	(f)		1.07	(f)		(0.40	)(f)		109
Investor Class
Year ended 10/31/09		10.64		(0.08	)		1.89			1.81			—			12.45		17.01			9,292		1.44	(d)		1.44	(d)		(0.72	)(d)		94
Year ended 10/31/08		21.60		(0.10	)		(8.84	)		(8.94	)		(2.02	)		10.64		(45.27	)		6,261		1.25			1.26			(0.59	)		109
Year ended 10/31/07		19.74		(0.13	)		3.99			3.86			(2.00	)		21.60		21.12			12,237		1.20			1.20			(0.62	)		99
Year ended 10/31/06		18.87		(0.10	)		3.52			3.42			(2.55	)		19.74		19.78			9,866		1.26			1.26			(0.52	)		126
Year ended 10/31/05(e)		18.95		(0.09	)		1.43			1.34			(1.42	)		18.87		7.43			6,791		1.29	(f)		1.29	(f)		(0.51	)(f)		120
Institutional Class
Year ended 10/31/09		11.13		(0.02	)		2.00			1.98			—			13.11		17.79			94,145		0.88	(d)		0.88	(d)		(0.16	)(d)		94
Year ended 10/31/08		22.42		(0.03	)		(9.24	)		(9.27	)		(2.02	)		11.13		(45.07	)		87,467		0.80			0.81			(0.14	)		109
Year ended 10/31/07		20.33		(0.04	)		4.13			4.09			(2.00	)		22.42		21.68			133,433		0.75			0.75			(0.17	)		99
Year ended 10/31/06		19.27		(0.00	)		3.61			3.61			(2.55	)		20.33		20.43			45,017		0.76			0.76			(0.02	)		126
Year ended 10/31/05		18.13		(0.01	)		2.57			2.56			(1.42	)		19.27		14.52			24,964		0.81			0.81			(0.03	)		120

(a)	Calculated using average shares outstanding.
(b)	Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c)	Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(d)	Ratios are based on average daily net assets (000’s omitted) of $598,700, $59,243, $57,661, $45,507, $3,985, $6,731 and $83,764 for Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares, respectively.
(e)	Commencement date of October 3, 2008 and November 30, 2004 for Class Y and Investor Class shares, respectively.
(f)	Annualized.

21        AIM Capital Development Fund

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of AIM Equity Funds

and Shareholders of AIM Capital Development Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of AIM Capital Development Fund (one of the funds constituting AIM Equity Funds, hereafter referred to as the “Fund”) at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

December 15, 2009

Houston, Texas

22        AIM Capital Development Fund

Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2009 through October 31, 2009.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

							HYPOTHETICAL
							(5% annual return before
			ACTUAL				expenses)
	Beginning		Ending		Expenses		Ending		Expenses		Annualized
	Account Value		Account Value		Paid During		Account Value		Paid During		Expense
Class	(05/01/09)		(10/31/09)1		Period2		(10/31/09)		Period2		Ratio
A	$	1,000.00	$	1,185.90	$	7.49	$	1,018.35	$	6.92		1.36	%
B		1,000.00		1,181.00		11.60		1,014.57		10.71		2.11
C		1,000.00		1,181.20		11.60		1,014.57		10.71		2.11
R		1,000.00		1,183.50		8.86		1,017.09		8.19		1.61
Y		1,000.00		1,187.40		6.12		1,019.61		5.65		1.11
Investor		1,000.00		1,185.70		7.49		1,018.35		6.92		1.36

1	The actual ending account value is based on the actual total return of the Fund for the period May 1, 2009 through October 31, 2009, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2	Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.

23        AIM Capital Development Fund

Supplement to Annual Report dated 10/31/09

AIM Capital Development Fund

Institutional Class Shares

The following information has been prepared to provide Institutional Class shareholders with a performance overview specific to their holdings. Institutional Class shares are offered exclusively to institutional investors, including defined contribution plans that meet certain criteria.

Average Annual Total Returns
For periods ended 10/31/09
Inception (3/15/02)	2.07	%
5 Years	1.66
1 Year	17.79
Average Annual Total Returns
For periods ended 9/30/09, the most recent calendar quarter-end
Inception (3/15/02)	2.70	%
5 Years	3.07
1 Year	-3.11

Institutional Class shares have no sales charge; therefore, performance is at net asset value (NAV). Performance of Institutional Class shares will differ from performance of other share classes primarily due to differing sales charges and class expenses.

     The net annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this supplement for Institutional Class shares was 0.81%.¹The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this supplement for Institutional Class shares was 0.82%.The expense ratios presented above may vary from the expense ratios presented in other sections of the actual report that are based on expenses incurred during the period covered by the report.

     Please note that past performance is not indicative of future results. More recent returns may be more or less than those shown. All returns assume reinvestment of distributions at NAV. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. See full report for information on comparative benchmarks. Please consult your Fund prospectus for more information. For the most current month-end performance, please call 800 451 4246 or visit invescoaim.com.

1 Total annual operating expenses less any contractual fee waivers and/or expense reimbursements by the advisor in effect through at least June 30, 2010. See current prospectus for more information.

Nasdaq Symbol ACDVX

Over for information on your Fund’s expenses.

This supplement must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

FOR INSTITUTIONAL INVESTOR USE ONLY – NOT FOR USE WITH THE PUBLIC
This material is for institutional investor use only and may not be quoted, reproduced, shown to the public or used in written form as sales literature for public use.

invescoaim.com      CDV-INS-1           Invesco Aim Distributors, Inc.

Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2009 through October 31, 2009.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

HYPOTHETICAL

(5% annual return before

ACTUAL

expenses)

Beginning

Ending

Expenses

Ending

Expenses

Annualized

Account Value

Account Value

Paid During

Account Value

Paid During

Expense

Class

(05/01/09)

(10/31/09)1

Period2

(10/31/09)

Period2

Ratio

Institutional

$

1,000.00

$

1,188.60

$

4.80

$

1,020.82

$

4.43

0.87

%

1	The actual ending account value is based on the actual total return of the Fund for the period May 1, 2009 through October 31, 2009, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2	Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.

AIM Capital Development Fund

Approval of Investment Advisory and Sub-Advisory Agreements

The Board of Trustees (the Board) of AIM Equity Funds is required under the Investment Company Act of 1940 to approve annually the renewal of the AIM Capital Development Fund (the Fund) investment advisory agreement with Invesco Aim Advisors, Inc. (Invesco Aim) and the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 16-17, 2009, the Board as a whole, and the disinterested or “independent” Trustees voting separately, approved the continuance of the Fund’s investment advisory agreement and the sub-advisory contracts for another year, effective July 1, 2009. In doing so, the Board determined that the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and that the compensation to Invesco Aim and the Affiliated Sub-Advisers under the Fund’s investment advisory agreement and sub-advisory contracts is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees that are responsible for overseeing the management of a number of the series portfolios of the AIM Funds. This Sub-Committee structure permits the Trustees to focus on the performance of the AIM Funds that have been assigned to them. The Sub-Committees meet throughout the year to review the performance of their assigned funds, and the Sub-Committees review monthly and quarterly comparative performance information and periodic asset flow data for their assigned funds. These materials are prepared under the direction and supervision of the independent Senior Officer, an officer of the AIM Funds who reports directly to the independent Trustees. Over the course of each year, the Sub-Committees meet with portfolio managers for their assigned funds and other members of management and review with these individuals the performance, investment objective(s),

policies, strategies and limitations of these funds.

     In addition to their meetings throughout the year, the Sub-Committees meet at designated contract renewal meetings each year to conduct an in-depth review of the performance, fees, expenses and other matters related to their assigned funds. During the contract renewal process, the Trustees receive comparative performance and fee data regarding the AIM Funds prepared by an independent company, Lipper, Inc. (Lipper), under the direction and supervision of the Senior Officer who also prepares a separate analysis of this information for the Trustees. Each Sub-Committee then makes recommendations to the Investments Committee regarding the fees and expenses of their assigned funds. The Investments Committee considers each Sub-Committee’s recommendations and makes its own recommendations regarding the fees and expenses of the AIM Funds to the full Board. The Investments Committee also considers each Sub-Committee’s recommendations in making its annual recommendation to the Board whether to approve the continuance of each AIM Fund’s investment advisory agreement and sub-advisory contracts for another year.

     The independent Trustees met separately during their evaluation of the Fund’s investment advisory agreement and sub-advisory contracts with independent legal counsel. The independent Trustees were also assisted in their annual evaluation of the Fund’s investment advisory agreement by the Senior Officer. One responsibility of the Senior Officer is to manage the process by which the AIM Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure that they are negotiated in a manner that is at arms’ length and reasonable. Accordingly, the Senior Officer must either supervise a competitive bidding process or prepare an independent written evaluation. The Senior Officer recommended that an independent written evaluation be provided and, at the direction of the Board, prepared an independent written evaluation.

     During the annual contract renewal process, the Board considered the factors discussed below in evaluating the fairness and reasonableness of the Fund’s investment advisory agreement and sub-advisory contracts. The Board considered all of the information

provided to them, including information provided at their meetings throughout the year as part of their ongoing oversight of the Fund, and did not identify any particular factor that was controlling. Each Trustee may have evaluated the information provided differently from another Trustee and attributed different weight to the various factors. The Trustees recognized that the advisory arrangements and resulting advisory fees for the Fund and the other AIM Funds are the result of years of review and negotiation between the Trustees and Invesco Aim, that the Trustees may focus to a greater extent on certain aspects of these arrangements in some years than in others, and that the Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these same arrangements throughout the year and in prior years.

     The discussion below serves as a summary of the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. Unless otherwise stated, information set forth below is as of June 17, 2009, and does not reflect any changes that may have occurred since that date, including but not limited to changes to the Fund’s performance, advisory fees, expense limitations and/or fee waivers.

Factors and Conclusions and Summary of Independent Written Fee Evaluation

A. Nature, Extent and Quality of Services Provided by Invesco Aim

The Board reviewed the advisory services provided to the Fund by Invesco Aim under the Fund’s investment advisory agreement, the performance of Invesco Aim in providing these services, and the credentials and experience of the officers and employees of Invesco Aim who provide these services. The Board’s review of the qualifications of Invesco Aim to provide these services included the Board’s consideration of Invesco Aim’s portfolio and product review process, various back office support functions provided by Invesco Aim and its affiliates, and Invesco Aim’s equity and fixed income trading operations. The Board concluded that the nature, extent and quality of the advisory services

24 AIM Capital Development Fund continued

provided to the Fund by Invesco Aim are appropriate and that Invesco Aim currently is providing satisfactory advisory services in accordance with the terms of the Fund’s investment advisory agreement. In addition, based on their ongoing meetings throughout the year with the Fund’s portfolio manager or managers, the Board concluded that these individuals are competent and able to continue to carry out their responsibilities under the Fund’s investment advisory agreement.

     In determining whether to continue the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Aim and the Fund, as well as the Board’s knowledge of Invesco Aim’s operations, and concluded that it is beneficial to maintain the current relationship, in part, because of such knowledge. The Board also considered the steps that Invesco Aim and its affiliates continue to take to improve the quality and efficiency of the services they provide to the AIM Funds in the areas of investment performance, product line diversification, distribution, fund operations, shareholder services and compliance. The Board concluded that the quality and efficiency of the services Invesco Aim and its affiliates provide to the AIM Funds in each of these areas support the Board’s approval of the continuance of the Fund’s investment advisory agreement.

B. Nature, Extent and Quality of Services Provided by Affiliated Sub-Advisers

The Board reviewed the services provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board concluded that the nature, extent and quality of the services provided by the Affiliated Sub-Advisers are appropriate. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are geographically dispersed in financial centers around the world, can provide research and other information and make recommendations on the markets and economies of various countries and securities of companies located in such countries or on various types of investments and investment techniques. The Board concluded that the sub-advisory contracts benefit the Fund and its shareholders by permitting

Invesco Aim to utilize the additional resources and talent of the Affiliated Sub-Advisers in managing the Fund.

C. Fund Performance

The Board considered Fund performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.

     The Board compared the Fund’s performance during the past one, three and five calendar years to the performance of all funds in the Lipper performance universe that are not managed by Invesco Aim or an Affiliated Sub-Adviser and against the Lipper Mid-Cap Growth Funds Index. The Board noted that the Fund’s performance was in the fourth quintile of its performance universe for the one and three year periods and in the third quintile of its performance universe for the five year period (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that the Fund’s performance was below the performance of the Index for the one, three and five year periods. The Board noted that Invesco Aim indicated that much of the underperformance was concentrated in the second half of 2007 as a result of financial sector stock selection. Although the independent written evaluation of the Fund’s Senior Officer only considered Fund performance through the most recent calendar year, the Board also reviewed more recent Fund performance and this review did not change their conclusions. The Board noted that, in response to the Board’s focus on fund performance, Invesco Aim has taken a number of actions intended to improve the investment process for the funds.

D. Advisory and Sub-Advisory Fees and Fee Waivers

The Board compared the Fund’s contractual advisory fee rate to the contractual advisory fee rates of funds in the Fund’s Lipper expense group that are not managed by Invesco Aim or an Affiliated Sub-Adviser, at a common asset level. The Board noted that the Fund’s contractual advisory fee rate was below the median contractual advisory fee rate of funds in its expense group. The Board also reviewed the methodology used by Lipper in determining contractual fee

rates, which includes using audited financial data from the most recent annual report of each fund in the expense group that was publicly available as of the end of the past calendar year. The Board noted that some comparative data was more than one year old and that other data did not reflect the market downturn that occurred in the fourth quarter of 2008.

     The Board also compared the Fund’s effective fee rate (the advisory fee after any advisory fee waivers and before any expense limitations/waivers) to the advisory fee rates of other domestic clients of Invesco Aim and its affiliates with investment strategies comparable to those of the Fund, including one mutual fund advised by Invesco Aim. The Board noted that the Fund’s rate was below the effective fee rate for the other mutual fund.

     Additionally, the Board compared the Fund’s effective fee rate to the effective fee rate paid by a separately managed account/wrap account advised by an Invesco Aim affiliate. The Board noted that the Fund’s rate was above the rate for the separately managed account/ wrap account. The Board considered that management of the separately managed account/wrap account by the Invesco Aim affiliate involves different levels of services and different operational and regulatory requirements than Invesco Aim’s management of the Fund. The Board concluded that these differences are appropriately reflected in the fee structure for the Fund.

     The Board noted that Invesco Aim has agreed to reduce the per account transfer agent fee for all the retail funds, including the Fund, effective July 1, 2009. The Board also noted that Invesco Aim has contractually agreed to waive fees and/or limit expenses of the Fund through at least June 30, 2010 in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund. The Board noted that at the current expense ratio for the Fund, this expense waiver does not have any impact.

     The Board also considered the services provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts and the services provided by Invesco Aim pursuant to the Fund’s advisory agreement, as well as the allocation of fees between Invesco Aim and the Affiliated Sub-Advisers pursuant to the sub-advisory

25 AIM Capital Development Fund continued

contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Aim to the Affiliated Sub-Advisers, and that Invesco Aim and the Affiliated Sub-Advisers are affiliates.

     After taking account of the Fund’s contractual advisory fee rate, the contractual sub-advisory fee rate, the comparative advisory fee information discussed above and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees are fair and reasonable.

E. Economies of Scale and Breakpoints

The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule includes one breakpoint and that the level of the Fund’s advisory fees, as a percentage of the Fund’s net assets, has decreased as net assets increased because of the breakpoint. The Board concluded that the Fund’s advisory fees appropriately reflect economies of scale at current asset levels. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the AIM Funds and affiliates.

F. Profitability and Financial Resources

The Board reviewed information from Invesco Aim concerning the costs of the advisory and other services that Invesco Aim and its affiliates provide to the Fund and the profitability of Invesco Aim and its affiliates in providing these services. The Board also reviewed information concerning the financial condition of Invesco Aim and its affiliates. The Board reviewed with Invesco Aim the methodology used to prepare the profitability information. The Board considered the overall profitability of Invesco Ltd., the ultimate parent of Invesco Aim and the Affiliated Sub-Advisers, and of Invesco Aim, as well as the profitability of Invesco Aim in connection with managing the Fund. The Board noted that Invesco Aim continues to operate at a net profit, although the reduction of assets under management as a result of market movements and the increase in voluntary

fee waivers for affiliated money market funds have reduced the profitability of Invesco Aim and its affiliates. The Board concluded that the Fund’s fees are fair and reasonable, and that the level of profits realized by Invesco Aim and its affiliates from providing services to the Fund is not excessive in light of the nature, quality and extent of the services provided. The Board considered whether Invesco Aim is financially sound and has the resources necessary to perform its obligations under the Fund’s investment advisory agreement, and concluded that Invesco Aim has the financial resources necessary to fulfill these obligations. The Board also considered whether each Affiliated Sub-Adviser is financially sound and has the resources necessary to perform its obligations under the sub-advisory contracts, and concluded that each Affiliated Sub-Adviser has the financial resources necessary to fulfill these obligations.

G. Collateral Benefits to Invesco Aim and its Affiliates

The Board considered various other benefits received by Invesco Aim and its affiliates resulting from Invesco Aim’s relationship with the Fund, including the fees received by Invesco Aim and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Aim and its affiliates in providing these services and the organizational structure employed by Invesco Aim and its affiliates to provide these services. The Board also considered that these services are provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Aim and its affiliates are providing these services in a satisfactory manner and in accordance with the terms of their contracts, and are qualified to continue to provide these services to the Fund.

     The Board considered the benefits realized by Invesco Aim and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Aim and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Aim’s and the Affiliated Sub-Advisers’ expenses. The Board concluded that Invesco

Aim’s and the Affiliated Sub-Advisers’ soft dollar arrangements are appropriate. The Board also concluded that, based on their review and representations made by the Chief Compliance Officer of Invesco Aim, these arrangements are consistent with regulatory requirements.

     The Board considered the fact that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Aim pursuant to procedures approved by the Board. The Board noted that Invesco Aim will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Aim has contractually agreed to waive through at least June 30, 2010, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Aim receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.

26 AIM Capital Development Fund

Trustees and Officers

The address of each trustee and officer of AIM Equity Funds (the “Trust”), is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. Each trustee oversees 105 portfolios in the AIM Funds complex. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.

Name, Year of Birth and	Trustee and/	Principal Occupation(s)	Other Directorship(s)
Position(s) Held with the Trust	or Officer Since	During Past 5 Years	Held by Trustee
Interested Persons
Martin L. Flanagan1 — 1960 Trustee	2007	Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco Aim and a global investment management firm); Chairman, Invesco Aim Advisors, Inc. (registered investment advisor); Trustee, The AIM Family of Funds®; Board of Governors, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business	None
		Formerly: Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco Aim and a global investment management firm); Director, Invesco Ltd.; Chairman and Vice Chairman, Investment Company Institute
Philip A. Taylor2 — 1954 Trustee, President and Principal Executive Officer	2006	Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Chief Executive Officer and President, Invesco Aim Advisors, Inc. and 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Aim Management Group, Inc. (financial services holding company) and Invesco Aim Capital Management, Inc. (registered investment advisor); Director and President, INVESCO Funds Group, Inc. (registered investment advisor and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director, Invesco Aim Distributors, Inc. (registered broker dealer); Director and Chairman, Invesco Aim Investment Services, Inc. (registered transfer agent) and INVESCO Distributors, Inc. (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, AIM Trimark Corporate Class Inc. (corporate mutual fund company) and AIM Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment advisor and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The AIM Family of Funds® (other than AIM Treasurer’s Series Trust and Short-Term Investments Trust); Trustee and Executive Vice President, The AIM Family of Funds® (AIM Treasurer’s Series Trust and Short-Term Investments Trust only); and Manager, Invesco PowerShares Capital Management LLC	None
		Formerly: President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The AIM Family of Funds® (AIM Treasurer’s Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.
Independent Trustees
Bruce L. Crockett — 1944 Trustee and Chair	1993	Chairman, Crockett Technology Associates (technology consulting company)	ACE Limited (insurance company); Captaris, Inc. (unified messaging provider); and Investment Company Institute
Bob R. Baker — 1936 Trustee	2003	Retired	None
Frank S. Bayley — 1939 Trustee	2001	Retired Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios)	None
James T. Bunch — 1942 Trustee	2003	Founder, Green, Manning & Bunch Ltd., (investment banking firm)	Board of Governors, Western Golf Association/Evans Scholars Foundation and Executive Committee, United States Golf Association
Albert R. Dowden — 1941 Trustee	2000	Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (registered investment company); and Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company) Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations	Board of Nature’s Sunshine Products, Inc.
Jack M. Fields — 1952 Trustee	1997	Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company)	Administaff
Carl Frischling — 1937 Trustee	1988	Partner, law firm of Kramer Levin Naftalis and Frankel LLP	Director, Reich & Tang Funds (16 portfolios)
Prema Mathai-Davis — 1950 Trustee	1998	Retired	None
Lewis F. Pennock — 1942 Trustee	1988	Partner, law firm of Pennock & Cooper	None
Larry Soll — 1942 Trustee	2003	Retired	None
Raymond Stickel, Jr. — 1944 Trustee	2005	Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios)	None

1	Mr. Flanagan is considered an interested person of the Trust because he is an officer of the advisor to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the advisor to the Trust.
2	Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the advisor to, and a director of the principal underwriter of, the Trust.

T-1

Trustees and Officers — (continued)

Name, Year of Birth and	Trustee and/	Principal Occupation(s)	Other Directorship(s)
Position(s) Held with the Trust	or Officer Since	During Past 5 Years	Held by Trustee
Other Officers
Russell C. Burk — 1958 Senior Vice President and Senior Officer	2005	Senior Vice President and Senior Officer of The AIM Family of Funds® Formerly: Director of Compliance and Assistant General Counsel, ICON Advisers, Inc.; Financial Consultant, Merrill Lynch; General Counsel and Director of Compliance, ALPS Mutual Funds, Inc.	N/A
John M. Zerr — 1962 Senior Vice President, Chief Legal Officer and Secretary	2006	Director, Senior Vice President, Secretary and General Counsel, Invesco Aim Management Group, Inc., Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Director, Senior Vice President and Secretary, Invesco Aim Distributors, Inc.; Director, Vice President and Secretary, Invesco Aim Investment Services, Inc. and INVESCO Distributors, Inc.; Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The AIM Family of Funds®; and Manager, Invesco PowerShares Capital Management LLC	N/A
		Formerly: Director, Vice President and Secretary, Fund Management Company; Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
Lisa O. Brinkley — 1959 Vice President	2004	Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Aim Distributors, Inc. and Invesco Aim Investment Services, Inc.; and Vice President, The AIM Family of Funds®	N/A
		Formerly: Senior Vice President, Invesco Aim Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisors, Inc. and The AIM Family of Funds®; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Aim Distributors, Inc.; Vice President, Invesco Aim Investment Services, Inc. and Fund Management Company
Kevin M. Carome — 1956 Vice President	2003	General Counsel, Secretary and Senior Managing Director, Invesco Ltd.; Director, Invesco Holding Company Limited and INVESCO Funds Group, Inc.; Director and Executive Vice President, IVZ, Inc., Invesco Group Services, Inc., Invesco North American Holdings, Inc. and Invesco Investments (Bermuda) Ltd.; and Vice President, The AIM Family of Funds®	N/A
		Formerly: Senior Managing Director and Secretary, Invesco North American Holdings, Inc.; Vice President and Secretary, IVZ, Inc. and Invesco Group Services, Inc.; Senior Managing Director and Secretary, Invesco Holding Company Limited; Director, Senior Vice President, Secretary and General Counsel, Invesco Aim Management Group, Inc. and Invesco Aim Advisors, Inc.; Senior Vice President, Invesco Aim Distributors, Inc.; Director, General Counsel and Vice President, Fund Management Company; Vice President, Invesco Aim Capital Management, Inc. and Invesco Aim Investment Services, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The AIM Family of Funds®; Director and Vice President, INVESCO Distributors, Inc.; and Chief Executive Officer and President, INVESCO Funds Group, Inc.
Sheri Morris — 1964 Vice President, Treasurer and Principal Financial Officer	1999	Vice President, Treasurer and Principal Financial Officer, The AIM Family of Funds®; and Vice President, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management Inc. Formerly: Assistant Vice President and Assistant Treasurer, The AIM Family of Funds® and Assistant Vice President, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.	N/A
Karen Dunn Kelley — 1960 Vice President	2004	Head of Invesco’s World Wide Fixed Income and Cash Management Group; Vice President, Invesco Institutional (N.A.), Inc. (registered investment advisor); Director of Cash Management and Senior Vice President, Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Executive Vice President, Invesco Aim Distributors, Inc.; Senior Vice President, Invesco Aim Management Group, Inc.; and Director, Invesco Mortgage Capital Inc.; Vice President, The AIM Family of Funds® (other than AIM Treasurer’s Series Trust and Short-Term Investments Trust); and President and Principal Executive Officer, The AIM Family of Funds® (AIM Treasurer’s Series Trust and Short-Term Investments Trust only)	N/A
		Formerly: President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer and Managing Director, Invesco Aim Capital Management, Inc.; and Vice President, Invesco Aim Advisors, Inc. and The AIM Family of Funds® (AIM Treasurer’s Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only)
Lance A. Rejsek — 1967 Anti-Money Laundering Compliance Officer	2005	Anti-Money Laundering Compliance Officer, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc., Invesco Aim Distributors, Inc., Invesco Aim Investment Services, Inc., Invesco Aim Private Asset Management, Inc. and The AIM Family of Funds®	N/A
		Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company; and Manager of the Fraud Prevention Department, Invesco Aim Investment Services, Inc.
Todd L. Spillane — 1958 Chief Compliance Officer	2006	Senior Vice President, Invesco Aim Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, The AIM Family of Funds®, Invesco Global Asset Management (N.A.), Inc. (registered investment advisor), Invesco Institutional (N.A.), Inc., (registered investment advisor), INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment advisor) and Invesco Senior Secured Management, Inc. (registered investment advisor); and Vice President, Invesco Aim Distributors, Inc. and Invesco Aim Investment Services, Inc.	N/A
		Formerly: Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company; and Global Head of Product Development, AIG-Global Investment Group, Inc.

The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisors.

Office of the Fund	Investment Advisor	Distributor	Auditors
11 Greenway Plaza	Invesco Aim Advisors, Inc.	Invesco Aim Distributors, Inc.	PricewaterhouseCoopers LLP
Suite 100	11 Greenway Plaza	11 Greenway Plaza	1201 Louisiana Street
Houston, TX 77046-1173	Suite 100	Suite 100	Suite 2900
	Houston, TX 77046-1173	Houston, TX 77046-1173	Houston, TX 77002-5678
Counsel to the Fund	Counsel to the	Transfer Agent	Custodian
Stradley Ronon Stevens & Young, LLP	Independent Trustees	Invesco Aim Investment Services, Inc.	State Street Bank and Trust Company
2600 One Commerce Square	Kramer, Levin, Naftalis & Frankel LLP	P.O. Box 4739	225 Franklin
Philadelphia, PA 19103	1177 Avenue of the Americas	Houston, TX 77210-4739	Boston, MA 02110-2801
	New York, NY 10036-2714

T-2

Go Paperless with eDelivery Visit invescoaim.com/edelivery to receive quarterly statements, tax forms, fund reports and prospectuses with a service that’s all about eeees: – environmentally friendly. Go green by reducing the number of trees used to produce paper. - - efficient. Stop waiting for regular mail. Your documents will be sent via email as soon as they’re available. – economical. Help reduce your fund’s printing and delivery expenses and put more capital back in your fund’s returns. - - easy. Download, save and print files using your home computer with a few clicks of your mouse. This service is provided by Invesco Aim Investment Services, Inc.

Important Notice Regarding Delivery of Security Holder Documents

To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Aim Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within thirty days after receiving your request.

Fund holdings and proxy voting information

The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invescoaim.com. Click the Products & Performance tab at the top of the home page; click Mutual Funds; and then click Fund Overview. Select your Fund from the drop-down menu and click on Complete Quarterly Holdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-01424 and 002-25469.

     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or on the Invesco Aim website, invescoaim.com. Click the About Us tab at the top of the home page; click Legal Information; and then click Invesco Aim Proxy Voting Guidelines. The information is also available on the SEC website, sec.gov.

     Information regarding how the Fund voted proxies related to its portfolio securities during the 12 months ended June 30, 2009, is available at our website, invescoaim.com. Click the About Us tab at the top of the home page; click Legal Information; and then click Proxy Voting Search. The information is also available on the SEC website, sec.gov.

If used after January 20, 2010, this report must be accompanied by a Fund fact sheet or Invesco Aim Quarterly Performance Review for the most recent quarter-end. Invesco Aim^SM is a service mark of Invesco Aim Management Group, Inc. Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc.,

Invesco Aim Private Asset Management, Inc. and Invesco PowerShares Capital Management LLC are the investment advisers for the products and services represented by Invesco Aim; they each provide investment advisory services to individual and institutional clients and do not sell securities. Please refer to each fund’s prospectus for information on the fund’s subadvisers. Invesco Aim Distributors, Inc. is the U.S. distributor for the retail mutual funds, exchange-traded funds and institutional money market funds and the subdistributor for the STIC Global Funds represented by Invesco Aim. All entities are indirect, wholly owned subsidiaries of Invesco Ltd.

     It is anticipated that on or about the end of the fourth quarter of 2009, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc., Invesco Aim Private Asset Management, Inc. and Invesco Global Asset Management (N.A.), Inc. will be merged into Invesco Institutional (N.A.), Inc., and the consolidated adviser firm will be renamed Invesco Advisers, Inc. Additional information will be posted at invescoaim.com on or about the end of the fourth quarter of 2009.

invescoaim.com      CDV-AR-1           Invesco Aim Distributors, Inc.

Annual Report to Shareholders October 31, 2009

AIM Charter Fund

2	Letters to Shareholders
4	Performance Summary
4	Management Discussion
6	Long-Term Fund Performance
8	Supplemental Information
9	Schedule of Investments
11	Financial Statements
13	Notes to Financial Statements
21	Financial Highlights
22	Auditor’s Report
23	Fund Expenses
24	Approval of Investment Advisory and Sub-Advisory Agreements
27	Tax Information
T-1	Trustees and Officers

Letters to Shareholders

     Philip Taylor

Dear Shareholders:

While the year covered by this report was difficult, economic conditions and market trends appeared more favorable at the close of the fiscal year than at its start. The 12 months ended October 31, 2009, included a sharp market sell-off in late 2008 that continued into early 2009 – when an abrupt rebound began.

Increased communication

This volatility prompted a greater-than-usual number of mutual fund shareholders to contact me. Some of you took the time to write a letter while others of you emailed me at phil@invescoaim.com.

     Your questions, comments and suggestions gave me better insight into what was on your minds.

     As a result, Invesco Aim’s investment professionals and I have increased our efforts to stay in touch with and share our views with you. We increased the number of “Investment Perspective” articles on our website, invescoaim.com. Through these articles, we’ve tried to provide timely market commentary, general investor education information and sector updates. I hope you’ll take a moment to read them and let me know if you find them useful.

     To access your Fund’s latest quarterly commentary, click on “Products and Performance” at the top of our website; next, select “Mutual Funds”; and then click on “Quarterly Commentary.”

Guarded optimism

Despite a steady stream of bad economic news, markets in the U.S. and around the world began a rather robust recovery in March 2009. History has shown that no matter how positive or negative the economic news of the day may be, markets tend to look forward – often anticipating economic improvement or deterioration well before it arrives. In his most recent Monetary Report to the Congress, U.S. Federal Reserve Board Chairman Ben Bernanke testified that he anticipates a gradual economic recovery in 2010 with some acceleration in growth in 2011.¹ I hope his guarded optimism proves to be accurate.

     Until then, many Americans have decided to spend less and save more. One government estimate suggests Americans saved just 1.7% of their disposable personal income in 2007, and just 2.7% in 2008.² That same estimate suggests Americans saved 3.7% and 4.9% of their disposable personal income in the first and second quarters of 2009, respectively.²

     While a sustained reduction in consumer spending could delay or weaken a recovery, many families have decided that spending less and saving more makes sense – and they are to be applauded for doing so. After all, while we can’t control market returns, we can control how much we regularly save and invest.

     Markets rise and fall, and sharp, sudden rebounds can often be followed by unpleasant, abrupt market downturns. While it may be difficult to save and invest more, and to do so over a long time horizon – particularly in periods of economic hardship – it really is a reliable way to build an investment portfolio.

     If you’ve made a similar decision, it’s important that you work with an experienced, trusted financial advisor. A financial advisor can help you prepare for 2010 by updating you on market conditions, helping you reevaluate your risk tolerance and suggesting investments that may be appropriate for you, given your changing needs and goals.

A single focus

I believe Invesco Aim is uniquely positioned to serve our clients. Our parent company, Invesco Ltd., is one of the largest³ and most diversified global asset managers. We provide clients with diversified investment strategies and a range of investment products managed by distinct management teams around the world. We believe we can serve you best by focusing on one thing and doing it well: managing your money.

     Our investment professionals have managed clients’ money in up markets and down markets. All of us here recognize that market conditions change often; what will not change is our commitment to putting our clients first, helping you achieve your financial goals and providing excellent customer service.

     If you have questions about this report or your account, please contact one of our client services representatives at 800 959 4246. If you have comments for me, I encourage you to email me at phil@invescoaim.com.

     Thank you for investing with us.

Sincerely,

Philip Taylor
Senior Managing Director, Invesco Ltd.
CEO, Invesco Aim

1  U.S. Federal Reserve; 2 Bureau of Economic Analysis; 3 Pensions & Investments

2               AIM Charter Fund

  Bruce Crockett

Dear Fellow Shareholders:

Although the economy and financial markets have shown some signs of hope, investors remain rightfully cautious. Staying with an appropriately diversified investment program focused on your individual long-term goals can be a wise course in such uncertain times. We believe the route to financial success is more like a marathon than a sprint.

     Please be assured that your Board continues to oversee the AIM Funds with a strong sense of responsibility for your money and your trust. As always, we seek to manage costs and enhance performance in ways that put your interests first.

     We are near the end of a busy 2009 proxy season, during which Invesco Aim Advisors, Inc.’s proxy committee votes on your behalf on issues put to a shareholder vote by the companies whose stock the Funds hold. This year, after careful case-by-case analysis by committee members and portfolio managers, the proxy committee voted with corporate management less often than in previous years, focusing on the issues of board independence, Say-On-Pay initiatives, and stock option re-pricing in light of the market’s decline. The committee remained committed to supporting non-binding Say-on-Pay proposals and abstaining from voting on social issues.

     At its June meeting, your Board reviewed and renewed the investment advisory contracts between the AIM Funds and Invesco Aim Advisors, Inc. You can find the results of this rigorous annual process at invescoaim.com. Click the “About Us” tab at the top of the home page; click “Legal Information”; and then click “Investment Advisory Agreement Renewals.”

     The website also contains news and market information, investment education, planning information, current reports and prospectuses for all the AIM Funds. I highly recommend it to you.

     You are always welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving you in the coming months.

Sincerely,

Bruce L. Crockett
Independent Chair
AIM Funds Board of Trustees

3               AIM Charter Fund

Management’s Discussion of Fund Performance

Performance summary

For the fiscal year ended October 31, 2009, AIM Charter Fund’s investment results compared favorably to the broad market, as measured by the S&P 500 Index, as well as the Fund’s style-specific benchmark, the Russell 1000 Index. The Fund’s comparatively strong results were driven by stock selection in the consumer staples, health care and industrials sectors, as well as proceeds received from a litigation settlement. The Fund’s significant underweight in the consumer discretionary sector was the largest detractor from relative results. Top contributors to the Fund’s absolute returns were holdings in the information technology (IT) and health care sectors, while the largest detractor was the financials sector.

     Your Fund’s long-term performance appears later in this report.

Fund vs. Indexes

Total returns, 10/31/08 to 10/31/09, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

Class A Shares*	15.19	%
Class B Shares*	14.36
Class C Shares*	14.32
Class R Shares*	15.01
Class S Shares*	15.19
Class Y Shares*	15.54
S&P 500 Index▼ (Broad Market Index)	9.80
Russell 1000 Index▼ (Style-Specific Index)	11.20
Lipper Large-Cap Core Funds Index▼ (Peer Group Index)	11.46

▼	Lipper Inc.
*	Performance includes litigation proceeds. Had these proceeds not been received, total return would have been lower.

How we invest

We seek to manage your Fund as what we term a “conservative cornerstone” — a stable foundational component within a well-diversified portfolio of assets that seeks attractive upside participation during buoyant equity markets and stronger downside protection during weak equity markets. As part of a well-diversified asset allocation strategy, the Fund is intended to complement more aggressive or cyclical investment strategies.

     We conduct thorough fundamental research of companies and their businesses to gain a deeper understanding of their prospects, growth potential and return on invested capital characteristics. The process we use to identify potential investments for the Fund includes three phases: financial analysis, business analysis and valuation analysis.

     Financial analysis provides insights into historical returns on invested capital, a key indicator of business quality, and historical capital allocation, a key indicator of management quality. Business analysis, which evaluates the competitive landscape and any structural or cyclical business opportunities or threats, allows us to identify key revenue, profit and return drivers of the company. Both the financial and business analyses serve as a basis to construct valuation models that help us appraise a company’s intrinsic worth. In our valuation analysis, we use three primary techniques, including discounted cash flow, traditional valuation multiples and net asset value.

     We consider selling a stock when it exceeds our target price, we have not seen a demonstrable improvement in fundamentals, or a more compelling investments opportunity exists.

Market conditions and your Fund

In the fourth quarter of 2008 and early 2009, equity markets experienced steep declines as severe problems in the credit markets, a slumping housing market and a deteriorating outlook for corporate earnings led to a global recession. However, as the U.S. economy began to show signs that the contraction was moderating, U.S. equity markets abruptly reversed direction following the closing low on March 9, 2009.

     In the months following, corporate profits improved, largely a function of severe cost-cutting measures. Though top line revenue growth was noticeably absent, financial markets welcomed any improvement in profits, rallying strongly through most of the remaining months and virtually erasing the steep losses sustained earlier in the year. During this rally, stock price gains were generally disproportionately concentrated among lower-quality, higher-risk stocks. A great number of the most distressed companies rebounded sharply from their extreme lows set in early March.

     Major indexes garnered positive returns for the fiscal year, and economically sensitive sectors such as IT, materials and consumer discretionary had the highest returns, while less economically sensitive sectors such as consumer staples, utilities, health care and financials had the lowest returns.¹

     Holdings in the industrials sector benefited the Fund’s relative results during the year. One of the largest contributors to returns was Tyco International, which operates in a variety of dissimilar industries such as security solutions, fire protection and fluid valves. The market downturn provided us an opportunity to build a larger position in the stock as it traded lower. At the time, the market heavily discounted Tyco’s exposure to construction and steel spreads, and gave little recognition to

Portfolio Composition

By sector

Information Technology	21.1	%
Health Care	15.1
Industrials	12.6
Financials	12.1
Consumer Staples	8.9
Energy	7.7
Telecommunication Services	2.2
Consumer Discretionary	2.0
Materials	1.2
Money Market Funds Plus Other Assets Less Liabilities	17.1

Total Net Assets	$4.8 billion
Total Number of Holdings*		65

Top 10 Equity Holdings*

1. Progressive Corp. (The)	2.6	%
2. Symantec Corp.	2.5
3. Microsoft Corp.	2.5
4. American Express Co.	2.4
5. Tyco International Ltd.	2.3
6. Motorola, Inc.	2.1
7. Nokia Corp.-ADR	2.1
8. Berkshire Hathaway Inc.-Class A	2.1
9. Comcast Corp.-Class A	2.0
10. Agilent Technologies, Inc.	2.0

The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.

*Excluding money market fund holdings.

4               AIM Charter Fund

highly stable earnings created by revenue from its security monitoring and fire service divisions. Later in the year, the company reported good operating results due to improving margins and solid retention rates, and the stock performed well amid improving economic sentiment.

     During the fiscal year, our IT holdings were a source of strength for the Fund. One of the Fund’s leading contributors to returns was Symantec, a security software company. Despite the sagging economy, consumer demand for the company’s anti-virus and anti-malware products remained solid. The company had strong market share in its Internet security and storage segments, and it enjoyed few major competitors in this marketplace. In addition, Symantec’s strong brand recognition from its Norton anti-virus software and its business make-up gave it an advantage over smaller single-solution providers in the enterprise segment.

     The Fund also benefited from proceeds received as part of litigation related to losses incurred by an investment in a stock (no longer owned in the Fund) by the Fund’s previous management team. While this settlement had a positive affect on returns, we view it as a one-time event which should not affect the Fund’s results in future time periods.

     Detractors from results were concentrated in the financials sector, which is not surprising considering the extreme dislocation in the industry during the financial crisis. We were largely underexposed to financials during the downturn, but we did own a number of names that affected the Fund. BB&T, a regional bank operating primarily in the southeastern U.S., was the largest detractor. Generally, we believed BB&T was a well-capitalized survivor of the credit crisis, as evidenced by the fact that it passed the federal “stress test” and repaid funds advanced under the TARP program. While credit losses for BB&T rose in 2009 (and will likely continue to rise), we attributed the poor performance of this holding more to the industry-wide downdraft than to company-specific factors. Nevertheless, we sold this position as we perceived better relative opportunities within the sector.

     Wells Fargo was another detractor from the Fund’s results. Wells Fargo’s late 2008 acquisition of distressed bank Wachovia boosted both its size and scale, but also added to its exposure to troubled loans. During the fiscal year, the company reduced its dividend, which we

believed was prudent in this case to preserve capital. The company was experiencing healthy deposit growth and had been able to deploy capital at favorable price spreads. We believed it was well managed with a sound deposit base, a history of conservative underwriting standards and deep customer relationships. In our view, this business model was poised to gain market share in the revamped global financial system.

     Over the year, our cash weighting fluctuated as we took advantage of market turmoil to invest in high quality companies that we believed had been unduly punished. As many of these companies rallied sharply in the second half of the year, we used the opportunity to take profits; thus, the Fund’s cash weighting was approximately 17% at the end of the fiscal year. Our cash holdings benefited the Fund during the market downturn and moderated returns during the rally.

     Maintaining a conservative approach is an enduring part of our investment strategy. Despite the market’s volatility, we sought judicious long-term investments in what we believed to be high quality businesses that were not heavily dependent on external sources of financing. At the end of the fiscal year, our largest sector weightings were in IT and health care. Our allocation to the consumer discretionary sector remained low, as we believed it would be difficult for many of these companies to recover to pre-crisis earnings levels in the near term.

     The Fund’s fiscal year encompassed one of the most challenging economic periods in recent history, and while the recession has likely ended, we believe that a long and perhaps uneven recovery still lies ahead. Indeed, much of the recent improvement has been due to a reduced rate of deterioration, and a number of questions remain concerning employment, the consumer, housing, and the eventual removal of fiscal and monetary stimulus.

     Regardless of market conditions, our goal remains the same: to serve as a conservative cornerstone for your portfolio, so that over a full market cycle the Fund could deliver favorable investment results with reduced risk.

1 Lipper Inc.

The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Aim Advisors, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Aim Advisors, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

See important Fund and index disclosures later in this report.

Ronald Sloan

Chartered Financial Analyst, senior portfolio manager, is lead manager of AIM Charter Fund. Mr. Sloan has

been in the investment industry since 1971. He joined Invesco Aim in 1998. Mr. Sloan attended the University of Missouri, where he earned both a B.S. in business administration and an M.B.A.

Tyler Dann II

Chartered Financial Analyst, portfolio manger, is manager of AIM Charter Fund. Mr. Dann joined Invesco Aim in

2004. He serves on the Board of Directors for the National Association of Petroleum Investment Analysts and is a member of the CFA Society of San Francisco. Mr. Dann earned an A.B. from Princeton University.

Brian Nelson

Chartered Financial Analyst, portfolio manager, is manager of AIM Charter Fund. Mr. Nelson began his

investment career in 1988 and joined Invesco Aim in 2004. He earned a B.A. from the University of California–Santa Barbara and is a member of the Securities Analyst Society of San Francisco.

Assisted by the Invesco U.S. Core Equities Team

5               AIM Charter Fund

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class with Sales Charges since Inception

Fund data from 11/26/68, index data from 11/30/68

Past performance cannot guarantee comparable future results.

     The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group reflects fund expenses and management fees; performance of a market index does not. Performance

shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

     This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating changes in value during the early years shown in the chart. The vertical axis, the

one that indicates the dollar value of an investment, is constructed with each segment representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $5,000 and $10,000 is the same size as the space between $10,000 and $20,000, and so on.

Invesco Aim Privacy Policy

You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.

     Invesco Aim collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.

     Even within Invesco Aim, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco Aim maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our web site – invescoaim.com. More detail is available to you at that site.

6               AIM Charter Fund

Average Annual Total Returns

As of 10/31/09, including maximum applicable
sales charges

Class A Shares
Inception (11/26/68)	10.71	%
10 Years	-0.63
5 Years	2.99
1 Year	8.82
Class B Shares
Inception (6/26/95)	5.91	%
10 Years	-0.64
5 Years	3.04
1 Year	9.36
Class C Shares
Inception (8/4/97)	2.25	%
10 Years	-0.78
5 Years	3.39
1 Year	13.32
Class R Shares
10 Years	-0.30	%
5 Years	3.90
1 Year	15.01
Class S Shares
10 Years	-0.06	%
5 Years	4.16
1 Year	15.19
Class Y Shares
10 Years	-0.03	%
5 Years	4.23
1 Year	15.54

Performance includes litigation proceeds. Had these proceeds not been received, total return would have been lower.

Class R shares’ inception date is June 3, 2002. Returns since that date are historical returns. All other returns are blended returns of historical Class R share performance and restated Class A share performance (for periods prior to the inception date of Class R shares) at net asset value, adjusted to reflect the higher Rule 12b-1 fees applicable to Class R shares. Class A shares’ inception date is November 26, 1968.

     Class S shares’ inception date is September 25, 2009. Class S shares have no sales charge; therefore, performance is at NAV. Returns since the Class S shares’ inception date are actual returns. All other returns are blended returns of actual Class S share performance and restated Class A share performance (for periods prior to the inception date of Class S shares) at NAV and reflect Rule 12b-1 fees as well as any fee waivers or expense

Average Annual Total Returns

As of 9/30/09, the most recent calendar quarter-end,
including maximum applicable sales charges

Class A Shares
Inception (11/26/68)	10.78	%
10 Years	0.11
5 Years	3.55
1 Year	-5.72
Class B Shares
Inception (6/26/95)	6.06	%
10 Years	0.10
5 Years	3.61
1 Year	-5.95
Class C Shares
Inception (8/4/97)	2.42	%
10 Years	-0.05
5 Years	3.96
1 Year	-1.92
Class R Shares
10 Years	0.44	%
5 Years	4.46
1 Year	-0.48
Class S Shares
10 Years	0.68	%
5 Years	4.74
1 Year	-0.16
Class Y Shares
10 Years	0.71	%
5 Years	4.79
1 Year	0.06

Performance includes litigation proceeds. Had these proceeds not been received, total return would have been lower.

reimbursements applicable to Class A shares. Class A shares’ inception date is November 26, 1968.

     Class Y shares’ inception date is October 3, 2008; returns since that date are actual returns. All other returns are blended returns of actual Class Y share performance and restated Class A share performance (for periods prior to the inception date of Class Y shares) at net asset value. The restated Class A share performance reflects the Rule 12b-1 fees applicable to Class A shares as well as any fee waivers or expense reimbursements received by Class A shares. Class A shares’ inception date is November 26, 1968.

     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invescoaim.com for the most recent month-end perfor-

mance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.

     The net annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class S and Class Y shares was 1.21%, 1.96%, 1.96%, 1.46%, 1.13% and 0.96%, respectively.^1,2 The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class S and Class Y shares was 1.25%, 2.00%, 2.00%, 1.50%, 1.15% and 1.00%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class R shares do not have a front-end sales charge; returns shown are at net asset value and do not reflect a 0.75% CDSC that may be imposed on a total redemption of retirement plan assets within the first year. Class Y and Class S shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.

     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.

1	Total annual operating expenses less contractual advisory fee waivers by the advisor in effect through at least December 31, 2012. See current prospectus for more information.
2	Total annual operating expenses less any contractual fee waivers and/or expense reimbursements by the advisor in effect through at least June 30, 2010. See current prospectus for more information.

7               AIM Charter Fund

AIM Charter Fund’s investment objective is growth of capital.

n	Unless otherwise stated, information presented in this report is as of October 31, 2009, and is based on total net assets.
n	Unless otherwise noted, all data provided by Invesco Aim.

About share classes

n Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any AIM fund. Please see the prospectus for more information.

n Class R shares are available only to certain retirement plans. Please see the prospectus for more information.

n Class S shares are closed to most investors. See the prospectus for more information.

n Class Y shares are available to only certain investors. Please see the prospectus for more information.

Principal risks of investing in the Fund

n To the extent the Fund holds cash or cash equivalents rather than equity securities for risk management purposes, the Fund may not achieve its investment objective.

n Prices of equity securities change in response to many factors, including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity.

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

n The prices of securities held by the Fund may decline in response to market risks.

About indexes used in this report

n The S&P 500^® Index is a market capitalization-weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity and their industry.

n The Russell 1000^® Index is comprised of 1000 of the largest capitalized U.S. domiciled companies whose common stock is traded in the United States. The Russell 1000 Index is a trademark/service mark of the Frank Russell Company. Russell^® is a trademark of the Frank Russell Company.

n The Lipper Large-Cap Core Funds Index is an equally weighted representation of the largest funds in the Lipper Large-Cap Core Funds category. These funds typically have an average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P 500 Index.

n The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.

n A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of an index of funds reflects fund expenses; performance of a market index does not.

Other information

n The Chartered Financial Analysts^® (CFA^®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.

n The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.

n Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

Fund Nasdaq Symbols

Class A Shares	CHTRX
Class B Shares	BCHTX
Class C Shares	CHTCX
Class R Shares	CHRRX
Class S Shares	CHRSX
Class Y Shares	CHTYX

8               AIM Charter Fund

Schedule of Investments^(a)

October 31, 2009

	Shares		Value
Common Stocks & Other Equity Interests–82.15%
Aerospace & Defense–3.28%
Lockheed Martin Corp.		392,727	$	27,015,691
Northrop Grumman Corp.		1,255,555		62,940,972
United Technologies Corp.		1,125,000		69,131,250
				159,087,913
Air Freight & Logistics–0.91%
United Parcel Service, Inc.–Class B		823,714		44,216,968
Asset Management & Custody Banks–1.42%
Legg Mason, Inc.		2,363,833		68,811,179
Biotechnology–0.80%
Amgen Inc.(b)		131,154		7,046,904
Genzyme Corp.(b)		631,090		31,933,154
				38,980,058
Cable & Satellite–2.00%
Comcast Corp.–Class A		6,698,414		97,127,003
Communications Equipment–5.74%
Cisco Systems, Inc.(b)		3,323,692		75,946,362
Motorola, Inc.(b)		11,928,510		102,227,331
Nokia Corp.–ADR (Finland)		7,954,676		100,308,464
				278,482,157
Computer Hardware–1.07%
Fujitsu Ltd. (Japan)(c)		8,952,000		52,067,569
Computer Storage & Peripherals–1.14%
EMC Corp.(b)		3,344,239		55,079,616
Consumer Finance–2.38%
American Express Co.		3,311,061		115,357,365
Data Processing & Outsourced Services–1.74%
Automatic Data Processing, Inc.		2,116,082		84,220,064
Diversified Banks–1.84%
U.S. Bancorp		2,019,753		46,898,665
Wells Fargo & Co.		1,531,300		42,141,376
				89,040,041
Drug Retail–2.72%
CVS Caremark Corp.		1,488,332		52,538,120
Walgreen Co.		2,098,805		79,397,793
				131,935,913
Electronic Equipment & Instruments–1.96%
Agilent Technologies, Inc.(b)		3,842,093		95,053,381
	Shares
Electronic Manufacturing Services–1.22%
Tyco Electronics Ltd. (Switzerland)		2,779,645		59,067,456
Environmental & Facilities Services–1.31%
Waste Management, Inc.		2,126,222		63,531,513
Food Retail–1.59%
Kroger Co. (The)		3,329,425		77,009,600
Health Care Equipment–4.06%
Baxter International Inc.		618,290		33,424,757
Boston Scientific Corp.(b)		5,775,162		46,894,316
Covidien PLC (Ireland)		1,585,595		66,785,261
Medtronic, Inc.		1,396,685		49,861,655
				196,965,989
Health Care Supplies–1.69%
Alcon, Inc.		573,225		81,850,798
Hypermarkets & Super Centers–1.42%
Wal-Mart Stores, Inc.		1,390,752		69,092,559
Industrial Conglomerates–5.17%
3M Co.		1,094,527		80,524,351
Koninklijke (Royal) Philips Electronics N.V. (Netherlands)		2,239,019		56,276,658
Tyco International Ltd.		3,392,341		113,813,041
				250,614,050
Industrial Gases–1.19%
Air Products and Chemicals, Inc.		747,756		57,674,420
Industrial Machinery–1.12%
Danaher Corp.		794,515		54,209,759
Insurance Brokers–0.82%
Marsh & McLennan Cos., Inc.		1,692,015		39,694,672
Integrated Telecommunication Services–0.72%
AT&T Inc.		1,362,200		34,967,674
Life Sciences Tools & Services–1.38%
Thermo Fisher Scientific, Inc.(b)		1,489,497		67,027,365
Managed Health Care–1.14%
WellPoint Inc.(b)		1,180,000		55,176,800
Office Electronics–0.80%
Xerox Corp.		5,156,013		38,773,218

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

9        AIM Charter Fund

	Shares		Value
Oil & Gas Equipment & Services–2.43%
Baker Hughes Inc.		425,854	$	17,915,678
BJ Services Co.		3,689,511		70,838,611
Tenaris S.A.–ADR (Argentina)		821,272		29,253,709
				118,007,998
Oil & Gas Exploration & Production–4.14%
Apache Corp.		617,898		58,156,560
Chesapeake Energy Corp.		1,109,835		27,190,957
EOG Resources, Inc.		681,767		55,673,093
XTO Energy, Inc.		1,432,082		59,517,328
				200,537,938
Oil & Gas Refining & Marketing–0.26%
Valero Energy Corp.		702,442		12,714,200
Oil & Gas Storage & Transportation–0.88%
Williams Cos., Inc. (The)		2,261,380		42,627,013
Packaged Foods & Meats–1.38%
Cadbury PLC (United Kingdom)		5,321,603		67,024,420
Personal Products–1.07%
Avon Products, Inc.		1,626,504		52,129,453
Pharmaceuticals–6.07%
Allergan, Inc.		1,290,376		72,583,650
Johnson & Johnson		661,901		39,085,254
Pfizer Inc.		2,323,768		39,573,769
Roche Holding AG (Switzerland)		468,720		75,092,302
Teva Pharmaceutical Industries Ltd.–ADR (Israel)		1,342,930		67,791,106
				294,126,081
Property & Casualty Insurance–4.68%
Berkshire Hathaway Inc.–Class A(b)		1,008		99,792,000
Progressive Corp. (The)(b)		7,942,435		127,078,960
				226,870,960
Railroads–0.80%
Union Pacific Corp.		703,146		38,771,470
Regional Banks–0.93%
PNC Financial Services Group, Inc.		923,996		45,220,364
Semiconductors–2.45%
Intel Corp.		3,200,495		61,161,460
Taiwan Semiconductor Manufacturing Co. Ltd. (Taiwan)		31,562,019		57,401,622
				118,563,082
Systems Software–4.94%
Microsoft Corp.		4,313,381		119,610,055
Symantec Corp.(b)		6,831,160		120,091,793
				239,701,848
Wireless Telecommunication Services–1.49%
Vodafone Group PLC (United Kingdom)		32,553,055		72,014,521
Total Common Stocks & Other Equity Interests (Cost $3,979,995,760)				3,983,424,448
Preferred Stocks–0.69%
Household Products–0.69%
Henkel AG & Co. KGaA–Pfd. (Germany) (Cost $39,614,821)		735,000		33,328,648
Money Market Funds–15.61%
Liquid Assets Portfolio–Institutional Class(d)		378,393,464		378,393,464
Premier Portfolio–Institutional Class(d)		378,393,464		378,393,464
Total Money Market Funds (Cost $756,786,928)				756,786,928
TOTAL INVESTMENTS (excluding investments purchased with cash collateral from securities on loan)–98.45% (Cost $4,776,397,509)				4,773,540,024
Investments Purchased with Cash Collateral from Securities on Loan
Money Market Funds–0.01%
Liquid Assets Portfolio–Institutional Class (Cost $270,906)(d)(e)		270,906		270,906
TOTAL INVESTMENTS–98.46% (Cost $4,776,668,415)				4,773,810,930
OTHER ASSETS LESS LIABILITIES–1.54%				74,844,879
NET ASSETS–100.00%			$	4,848,655,809

Investment Abbreviations:

ADR	– American Depositary Receipt
Pfd.	– Preferred

Notes to Schedule of Investments:

(a)	Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b)	Non-income producing security.
(c)	All or a portion of this security was out on loan at October 31, 2009.
(d)	The money market fund and the Fund are affiliated by having the same investment advisor.
(e)	The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 1I.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

10        AIM Charter Fund

Statement of Assets and Liabilities

October 31, 2009

Assets:
Investments, at value (Cost $4,019,610,581)*	$	4,016,753,096
Investments in affiliated money market funds, at value and cost		757,057,834
Total investments, at value (Cost $4,776,668,415)		4,773,810,930
Foreign currencies, at value (Cost $3,449,321)		3,484,952
Receivables for:
Investments sold		71,793,155
Fund shares sold		6,056,761
Dividends		4,217,287
Investment for trustee deferred compensation and retirement plans		380,146
Other assets		77,914
Total assets		4,859,821,145
Liabilities:
Payables for:
Fund shares reacquired		4,924,839
Amount due custodian		174,119
Foreign currency contracts		420,943
Collateral upon return of securities loaned		270,906
Accrued fees to affiliates		3,295,552
Accrued other operating expenses		558,119
Trustee deferred compensation and retirement plans		1,520,858
Total liabilities		11,165,336
Net assets applicable to shares outstanding	$	4,848,655,809
Net assets consist of:
Shares of beneficial interest	$	5,831,240,229
Undistributed net investment income		27,921,767
Undistributed net realized gain (loss)		(1,007,322,961	)
Unrealized appreciation (depreciation)		(3,183,226	)
	$	4,848,655,809
Net Assets:
Class A	$	3,915,161,117
Class B	$	281,910,842
Class C	$	226,829,799
Class R	$	25,096,240
Class S	$	1,389,911
Class Y	$	70,186,804
Institutional Class	$	328,081,096
Shares outstanding, $0.001 par value per share, unlimited number of shares authorized:
Class A		276,466,208
Class B		20,703,092
Class C		16,615,357
Class R		1,783,086
Class S		98,171
Class Y		4,942,674
Institutional Class		22,510,137
Class A:
Net asset value per share	$	14.16
Maximum offering price per share
(Net asset value of $14.16 divided by 94.50%)	$	14.98
Class B:
Net asset value and offering price per share	$	13.62
Class C:
Net asset value and offering price per share	$	13.65
Class R:
Net asset value and offering price per share	$	14.07
Class S:
Net asset value and offering price per share	$	14.16
Class Y:
Net asset value and offering price per share	$	14.20
Institutional Class:
Net asset value and offering price per share	$	14.57

*  At October 31, 2009, securities with an aggregate value of $261,826 were on loan to brokers.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

11        AIM Charter Fund

Statement of Operations

For the year ended October 31, 2009

Investment income:
Dividends (net of foreign withholding taxes of $2,747,975)	$	79,580,373
Dividends from affiliated money market funds (includes securities lending income of $422,301)		4,937,261
Total investment income		84,517,634
Expenses:
Advisory fees		26,394,330
Administrative services fees		626,446
Custodian fees		400,234
Distribution fees:
Class A		8,567,710
Class B		3,019,809
Class C		1,865,636
Class R		69,364
Class S		38
Transfer agent fees — A, B, C, R, S and Y		13,791,088
Transfer agent fees — Institutional		196,408
Trustees’ and officers’ fees and benefits		138,826
Other		1,489,978
Total expenses		56,559,867
Less: Fees waived, expenses reimbursed and expense offset arrangement(s)		(1,452,668	)
Net expenses		55,107,199
Net investment income		29,410,435
Realized and unrealized gain (loss) from:
Net realized gain (loss) from:
Investment securities (includes net gains (losses) from securities sold to affiliates of $(452,961))		(257,562,759	)
Foreign currencies		(317,351	)
Foreign currency contracts		15,068,260
		(242,811,850	)
Change in net unrealized appreciation (depreciation) of:
Investment securities		846,712,491
Foreign currencies		9,194
Foreign currency contracts		(22,455,019	)
		824,266,666
Net realized and unrealized gain		581,454,816
Net increase in net assets resulting from operations	$	610,865,251

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

12        AIM Charter Fund

Statement of Changes in Net Assets

For the years ended October 31, 2009 and 2008

	2009			2008
Operations:
Net investment income	$	29,410,435		$	42,073,564
Net realized gain (loss)		(242,811,850	)		321,154,533
Change in net unrealized appreciation (depreciation)		824,266,666			(2,000,261,425	)
Net increase (decrease) in net assets resulting from operations		610,865,251			(1,637,033,328	)
Distributions to shareholders from net investment income:
Class A		(42,646,561	)		(63,632,396	)
Class B		—			(4,147,087	)
Class C		—			(1,085,344	)
Class R		(83,991	)		(72,529	)
Class Y		(128,113	)		—
Institutional Class		(3,585,822	)		(2,345,816	)
Total distributions from net investment income		(46,444,487	)		(71,283,172	)
Share transactions–net:
Class A		(5,140,295	)		(184,540,385	)
Class B		(135,824,126	)		(477,843,998	)
Class C		19,465,122			(21,977,702	)
Class R		14,361,118			3,764,852
Class S		1,418,651			—
Class Y		53,730,122			10,515,678
Institutional Class		93,503,019			133,291,655
Net increase (decrease) in net assets resulting from share transactions		41,513,611			(536,789,900	)
Net increase (decrease) in net assets		605,934,375			(2,245,106,400	)
Net assets:
Beginning of year		4,242,721,434			6,487,827,834
End of year (includes undistributed net investment income of $27,921,767 and $44,787,776, respectively)	$	4,848,655,809		$	4,242,721,434

Notes to Financial Statements

October 31, 2009

NOTE 1—Significant Accounting Policies

AIM Charter Fund (the “Fund”) is a series portfolio of AIM Equity Funds (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of eight separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.

  The Fund’s investment objective is growth of capital.

  The Fund currently consists of seven different classes of shares: Class A, Class B, Class C, Class R, Class S, Class Y and Institutional Class. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waiver shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class R, Class S, Class Y and Institutional Class shares are sold at net asset value. Under certain circumstances, Class R shares are subject to a CDSC. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.

  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

13        AIM Charter Fund

A.	Security Valuations — Securities, including restricted securities, are valued according to the following policy.
	A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
	Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
	Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
	Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
	Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities and Corporate Loans. The mean between the last bid and asked prices may be used to value debt obligations other than Corporate Loans.
	Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.
	Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B.	Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date.
	The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain/loss for investments no longer held and as unrealized gain/loss for investments still held.
	Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the advisor.
	The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C.	Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment advisor may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees

14        AIM Charter Fund

	and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D.	Distributions — Distributions from income and net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E.	Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
	The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F.	Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to the Institutional Class are charged to such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.
G.	Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print, which is generally 45 days from the period-end date.
H.	Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I.	Securities Lending — The Fund may lend portfolio securities having a market value up to one-third of the Fund’s total assets. Such loans are secured by collateral equal to no less than the market value of the loaned securities determined daily by the securities lending provider. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its sponsored agencies. Cash collateral received in connection with these loans is invested in short-term money market instruments or affiliated money market funds and is shown as such on the Schedule of Investments. It is the Fund’s policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. Upon the failure of the borrower to return the securities, collateral may be liquidated and the securities may be purchased on the open market to replace the loaned securities. The Fund could experience delays and costs in gaining access to the collateral. The Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, is included in Dividends from affiliates on the Statement of Operations. The aggregate value of securities out on loan is shown as a footnote on the Statement of Assets and Liabilities, if any.
J.	Foreign Currency Translations — Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (i) sales of foreign currencies, (ii) currency gains or losses realized between the trade and settlement dates on securities transactions, and (iii) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.
	The Fund may invest in foreign securities which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable.
K.	Foreign Currency Contracts — The Fund may enter into foreign currency contracts to manage or minimize currency or exchange rate risk. The Fund may also enter into foreign currency contracts for the purchase or sale of a security denominated in a foreign currency in order to “lock in” the U.S. dollar price of that security. A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The use of foreign currency contracts does not eliminate fluctuations in the price of the underlying securities the Fund owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the contract date and reporting date exchange rates and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded.

15        AIM Charter Fund

    Realized and unrealized gains (losses) on the contracts are included in the Statement of Operations. The primary risks associated with foreign currency contracts include failure of the counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks may be in excess of the amounts reflected in the Statement of Assets and Liabilities.

NOTE 2—Advisory Fees and Other Fees Paid to Affiliates

The Trust has entered into a master investment advisory agreement with Invesco Aim Advisors, Inc. (the “Advisor” or “Invesco Aim”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Advisor based on the annual rate of the Fund’s average daily net assets as follows:

Average Net Assets	Rate
First $150 million		0	.80%
Over $150 million		0	.625%

  Through December 31, 2012, the Advisor has contractually agreed to waive advisory fees to the extent necessary so that the advisory fees payable by the Fund (based on the Fund’s average daily net assets) do not exceed the annual rate of:

Average Net Assets	Rate
First $150 million		0	.75%
Next $4.85 billion		0	.615%
Next $2.5 billion		0	.57%
Next $2.5 billion		0	.545%
Over $10 billion		0	.52%

  Under the terms of a master sub-advisory agreement approved by shareholders of the Fund between the Advisor and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisors”) the Advisor, not the Fund, may pay 40% of the fees paid to the Advisor to any such Affiliated Sub-Advisor(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Advisor(s).

  The Advisor has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual operating expenses (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class S, Class Y and Institutional Class shares to 2.00%, 2.75%, 2.75%, 2.25%, 1.90%, 1.75% and 1.75% of average daily net assets, respectively, through at least February 28, 2011. In determining the advisor’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the net annual operating expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items or non-routine items; (v) expenses related to a merger or reorganization, as approved by the Fund’s Board of Trustees; and (vi) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Currently, in addition to the expense reimbursement arrangement with Invesco Ltd. (“Invesco”) described more fully below, the expense offset arrangements from which the Fund may benefit are in the form of credits that the Fund receives from banks where the Fund or its transfer agent has deposit accounts in which it holds uninvested cash. These credits are used to pay certain expenses incurred by the Fund. The Advisor did not waive fees and/or reimburse expenses under this expense limitation.

  Further, the Advisor has contractually agreed, through at least June 30, 2010, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Advisor receives from the affiliated money market funds on investments by the Fund of uninvested cash (excluding investments of cash collateral from securities lending) in such affiliated money market funds.

  For the year ended October 31, 2009, the Advisor waived advisory fees of $1,287,779.

  At the request of the Trustees of the Trust, Invesco agreed to reimburse expenses incurred by the Fund in connection with market timing matters in the AIM Funds, which may include legal, audit, shareholder reporting, communications and trustee expenses. These expenses along with the related expense reimbursement are included in the Statement of Operations. For the year ended October 31, 2009, Invesco reimbursed expenses of the Fund in the amount of $13,314.

  The Trust has entered into a master administrative services agreement with Invesco Aim pursuant to which the Fund has agreed to pay Invesco Aim for certain administrative costs incurred in providing accounting services to the Fund. For the year ended October 31, 2009, expenses incurred under the agreement are shown in the Statement of Operations as administrative services fees.

  The Trust has entered into a transfer agency and service agreement with Invesco Aim Investment Services, Inc. (“IAIS”) pursuant to which the Fund has agreed to pay IAIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IAIS for certain expenses incurred by IAIS in the course of providing such services. IAIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IAIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended October 31, 2009, expenses incurred under the agreement are shown in the Statement of Operations as transfer agent fees.

  The Trust has entered into master distribution agreements with Invesco Aim Distributors, Inc. (“IADI”) to serve as the distributor for the Class A, Class B, Class C, Class R, Class S, Class Y and Institutional Class shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class B, Class C and Class R shares (collectively the “Plans”). The Fund, pursuant to the Plans, pays IADI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares, 1.00% of the average daily net assets of Class B and Class C shares and 0.50% of the average daily net assets of Class R shares. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish

16        AIM Charter Fund

continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges that may be paid by any class of shares of the Fund. For the year ended October 31, 2009, expenses incurred under the Plans are shown in the Statement of Operations as distribution fees.

  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended October 31, 2009, IADI advised the Fund that IADI retained $293,657 in front-end sales commissions from the sale of Class A shares and $2,557, $373,461, $9,225 and $0 from Class A, Class B, Class C and Class R shares, respectively, for CDSC imposed on redemptions by shareholders.

  Certain officers and trustees of the Trust are officers and directors of Invesco Aim, IAIS and/or IADI.

NOTE 3—Additional Valuation Information

Generally Accepted Accounting Principles (“GAAP”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

Level 1 —	Prices are determined using quoted prices in an active market for identical assets.
Level 2 —	Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.
Level 3 —	Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

  The following is a summary of the tiered valuation input levels, as of October 31, 2009. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

	Level 1		Level 2			Level 3		Total
Equity Securities	$	4,360,605,190	$	413,205,740		$	—	$	4,773,810,930
Other Investments*		—		(365,146	)		—		(365,146	)
Total Investments	$	4,360,605,190	$	412,840,594		$	—	$	4,773,445,784

*  Other Investments include foreign currency contracts, which are included at unrealized appreciation (depreciation).

NOTE 4—Derivative Instruments

Effective May 1, 2009, the Fund has implemented new required disclosures about derivative instruments and hedging activities in accordance with GAAP. GAAP has intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position and financial performance. The enhanced disclosure has no impact on the results of operations reported in the financial statements.

Value of Derivative Instruments at Period-End

The Table below summarizes the value of the Fund’s derivative instruments, detailed by primary risk exposure, held as of October 31, 2009:

	Value
Risk Exposure/ Derivative Type	Assets		Liabilities
Currency risk(a)	$	315,210	$	(736,153	)

^(a) Values are disclosed on the Statement of Assets and Liabilities under the Foreign currency contracts.

17        AIM Charter Fund

Effect of Derivative Instruments for the six months ended October 31, 2009

The table below summarizes the gains (losses) on derivative instruments, detailed by primary risk exposure, recognized in earnings during the period:

	Location of Gain
	(Loss) on
	Statement of
	Operations
	Foreign Currency
	Contracts*
Realized Gain (Loss)
Currency risk	$	(10,109,857	)
Change in Unrealized Appreciation
Currency risk		2,823,115
Total	$	(7,286,742	)

*  The average value of foreign currency contracts during the period was $72,120,709.

Open Foreign Currency Contracts
							Unrealized
Settlement	Contract to						Appreciation
Date	Deliver		Receive		Value		(Depreciation)
12/09/09	GBP	44,410,000	USD	72,498,600	$	72,863,746	$	(365,146	)

Closed Foreign Currency Contracts
Closed	Contract to						Realized
Date	Deliver		Receive		Value		Gain (Loss)
09/14/09	USD	15,699,096	GBP	9,450,000	$	15,328,089	$	(371,007	)
09/21/09	USD	11,317,810	GBP	7,000,000		11,354,140		36,330
09/28/09	USD	12,697,280	GBP	8,000,000		12,976,160		278,880
Total closed foreign currency contracts							$	(55,797	)
Total foreign currency contracts							$	(420,943	)

Currency Abbreviations:
GBP	– British Pound Sterling
USD	– U.S. Dollar

NOTE 5—Security Transactions with Affiliated Funds

The Fund is permitted to purchase or sell securities from or to certain other AIM Funds under specified conditions outlined in procedures adopted by the Board of Trustees of the Trust. The procedures have been designed to ensure that any purchase or sale of securities by the Fund from or to another fund or portfolio that is or could be considered an affiliate by virtue of having a common investment advisor (or affiliated investment advisors), common Trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price. Pursuant to these procedures, for the year ended October 31, 2009, the Fund engaged in securities purchases of $7,532,318 and securities sales of $4,009,386, which resulted in net realized gains (losses) of $(452,961).

NOTE 6—Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in Demand Deposit Accounts (DDA) used by the transfer agent for clearing shareholder transactions. For the year ended October 31, 2009, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $151,575.

NOTE 7—Trustees’ and Officers’ Fees and Benefits

“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various AIM Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.

  During the year ended October 31, 2009, the Fund paid legal fees of $12,825 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust.

18        AIM Charter Fund

NOTE 8—Cash Balances

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with The State Street Bank and Trust Company, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (i) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (ii) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco Aim, not to exceed the contractually agreed upon rate.

NOTE 9—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Years Ended October 31, 2009 and 2008:

	2009		2008
Ordinary income	$	46,444,487	$	71,283,172

Tax Components of Net Assets at Period-End:

	2009
Undistributed ordinary income	$	29,488,954
Net unrealized appreciation (depreciation) — investments		(15,182,206	)
Net unrealized appreciation — other investments		39,405
Temporary book/tax differences		(1,567,187	)
Capital loss carryforward		(995,363,386	)
Shares of beneficial interest		5,831,240,229
Total net assets	$	4,848,655,809

  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.

  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions. Under these limitation rules, the Fund is limited to utilizing $994,926,904 of capital loss carryforward in the fiscal year ending October 31, 2010.

  The Fund has a capital loss carryforward as of October 31, 2009 which expires as follows:

	Capital Loss
Expiration	Carryforward*
October 31, 2010	$	733,056,500
October 31, 2017		262,306,886
Total capital loss carryforward	$	995,363,386

*  Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.

NOTE 10—Investment Securities

The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended October 31, 2009 was $1,144,121,506 and $1,190,189,560, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.

Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
Aggregate unrealized appreciation of investment securities	$	497,304,215
Aggregate unrealized (depreciation) of investment securities		(512,486,421	)
Net unrealized appreciation (depreciation) of investment securities	$	(15,182,206	)
Cost of investments for tax purposes is $4,788,993,136.

NOTE 11—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of expired capital loss carryforward, on October 31, 2009, undistributed net investment income was increased by $168,043, undistributed net realized gain (loss) was increased by $1,525,564,902 and shares of beneficial interest decreased by $1,525,732,945. This reclassification had no effect on the net assets of the Fund.

19        AIM Charter Fund

NOTE 12—Share Information

	Summary of Share Activity
	Year ended October 31,
	2009(a)						2008
	Shares			Amount			Shares			Amount
Sold:
Class A		45,315,581		$	551,757,661			16,007,143		$	241,415,100
Class B		2,568,186			29,551,430			2,727,211			40,298,722
Class C		4,694,155			55,561,441			2,186,799			31,914,299
Class R		1,508,237			18,729,493			364,707			5,650,360
Class S(b)		98,171			1,418,651			—			—
Class Y(c)		5,094,091			64,488,127			757,026			10,527,979
Institutional Class		9,726,356			132,832,528			14,571,565			235,680,468
Issued as reinvestment of dividends:
Class A		3,495,112			39,529,675			3,599,299			59,244,455
Class B		—			—			248,883			3,939,829
Class C		—			—			63,596			1,009,284
Class R		7,359			82,940			4,425			72,526
Class Y		11,230			127,124			—			—
Institutional Class		299,989			3,476,848			136,321			2,301,095
Automatic conversion of Class B shares to Class A shares:
Class A		9,587,274			113,267,854			23,711,322			368,251,149
Class B		(9,924,621	)		(113,267,854	)		(24,730,070	)		(368,251,149	)
Reacquired:
Class A(c)		(59,185,017	)		(709,695,485	)		(55,466,782	)		(853,451,089	)
Class B		(4,606,356	)		(52,107,702	)		(10,294,711	)		(153,831,400	)
Class C		(3,135,432	)		(36,096,319	)		(3,687,944	)		(54,901,285	)
Class R		(355,608	)		(4,451,315	)		(128,066	)		(1,958,034	)
Class Y		(918,694	)		(10,885,129	)		(979	)		(12,301	)
Institutional Class		(3,300,035	)		(42,806,357	)		(6,490,325	)		(104,689,908	)
Net increase (decrease) in share activity		979,978		$	41,513,611			(36,420,580	)	$	(536,789,900	)

(a)	There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 24% of the outstanding shares of the Fund. IADI has an agreement with these entities to sell Fund shares. The Fund, Invesco Aim and/or Invesco Aim affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco Aim and/or Invesco Aim affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.
(b)	Class S shares commenced on September 25, 2009
(c)	Effective upon the commencement date of Class Y shares, October 3, 2008, the following shares were converted from Class A into Class Y shares of the Fund:

Class	Shares			Amount
Class Y		741,559		$	10,337,327
Class A		(741,559	)		(10,337,327	)

20        AIM Charter Fund

NOTE 13—Financial Highlights

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

																						Ratio of			Ratio of
																						expenses			expenses
						Net gains																to average			to average net			Ratio of net
	Net asset					(losses) on						Dividends										net assets			assets without			investment
	value,		Net			securities (both			Total from			from net			Net asset					Net assets,		with fee waivers			fee waivers			income
	beginning		investment			realized and			investment			investment			value, end		Total			end of period		and/or expenses			and/or expenses			to average			Portfolio
	of period		income(a)			unrealized)			operations			income			of period		Return(b)			(000s omitted)		absorbed			absorbed			net assets			turnover(c)
Class A
Year ended 10/31/09	$	12.46	$	0.09		$	1.76	(d)	$	1.85		$	(0.15	)	$	14.16		15.19	%(d)	$	3,915,161		1.26	%(e)		1.29	%(e)		0.76	%(e)		32	%
Year ended 10/31/08		17.30		0.14			(4.76	)		(4.62	)		(0.22	)		12.46		(27.00	)		3,454,370		1.19			1.23			0.88			38
Year ended 10/31/07		14.96		0.20			2.25	(d)		2.45			(0.11	)		17.30		16.44	(d)		5,005,716		1.16			1.19			1.25			39
Year ended 10/31/06		12.85		0.13			2.10			2.23			(0.12	)		14.96		17.49			4,812,619		1.26			1.27			0.93			51
Year ended 10/31/05		12.16		0.15	(f)		0.65			0.80			(0.11	)		12.85		6.59			1,638,002		1.23			1.25			1.16	(f)		54
Class B
Year ended 10/31/09		11.91		0.00			1.71	(d)		1.71			—			13.62		14.36	(d)		281,911		2.01	(e)		2.04	(e)		0.01	(e)		32
Year ended 10/31/08		16.50		0.02			(4.54	)		(4.52	)		(0.07	)		11.91		(27.51	)		388,985		1.94			1.98			0.13			38
Year ended 10/31/07		14.30		0.08			2.14	(d)		2.22			(0.02	)		16.50		15.56	(d)		1,067,897		1.91			1.94			0.50			39
Year ended 10/31/06		12.27		0.02			2.02			2.04			(0.01	)		14.30		16.63			1,547,422		2.01			2.02			0.18			51
Year ended 10/31/05		11.61		0.05	(f)		0.62			0.67			(0.01	)		12.27		5.76			617,534		1.95			1.97			0.44	(f)		54
Class C
Year ended 10/31/09		11.94		0.00			1.71	(d)		1.71			—			13.65		14.32	(d)		226,830		2.01	(e)		2.04	(e)		0.01	(e)		32
Year ended 10/31/08		16.55		0.02			(4.56	)		(4.54	)		(0.07	)		11.94		(27.55	)		179,759		1.94			1.98			0.13			38
Year ended 10/31/07		14.34		0.08			2.15	(d)		2.23			(0.02	)		16.55		15.58	(d)		272,904		1.91			1.94			0.50			39
Year ended 10/31/06		12.30		0.02			2.03			2.05			(0.01	)		14.34		16.67			287,359		2.01			2.02			0.18			51
Year ended 10/31/05		11.64		0.05	(f)		0.62			0.67			(0.01	)		12.30		5.75			107,776		1.95			1.97			0.44	(f)		54
Class R
Year ended 10/31/09		12.38		0.07			1.75	(d)		1.82			(0.13	)		14.07		14.93	(d)		25,096		1.51	(e)		1.54	(e)		0.51	(e)		32
Year ended 10/31/08		17.18		0.10			(4.73	)		(4.63	)		(0.17	)		12.38		(27.19	)		7,717		1.44			1.48			0.63			38
Year ended 10/31/07		14.87		0.16			2.23	(d)		2.39			(0.08	)		17.18		16.12	(d)		6,565		1.41			1.44			1.00			39
Year ended 10/31/06		12.77		0.09			2.10			2.19			(0.09	)		14.87		17.21			5,153		1.51			1.52			0.68			51
Year ended 10/31/05		12.10		0.12	(f)		0.63			0.75			(0.08	)		12.77		6.22			2,637		1.45			1.47			0.94	(f)		54
Class S
Year ended 10/31/09(g)		14.25		0.01			(0.10	)		(0.09	)		—			14.16		(0.63	)		1,390		1.09	(e)(h)		1.12	(e)(h)		0.93	(e)(h)		32
Class Y
Year ended 10/31/09		12.46		0.13			1.77	(d)		1.90			(0.16	)		14.20		15.54	(d)		70,187		1.01	(e)		1.04	(e)		1.01	(e)		32
Year ended 10/31/08(g)		13.94		0.01			(1.49	)		(1.48	)		—			12.46		(10.62	)		9,424		0.97	(h)		1.01	(h)		1.10	(h)		38
Institutional Class
Year ended 10/31/09		12.83		0.16			1.80	(d)		1.96			(0.22	)		14.57		15.74	(d)		328,081		0.75	(e)		0.78	(e)		1.27	(e)		32
Year ended 10/31/08		17.81		0.20			(4.88	)		(4.68	)		(0.30	)		12.83		(26.68	)		202,467		0.76			0.80			1.31			38
Year ended 10/31/07		15.38		0.28			2.31	(d)		2.59			(0.16	)		17.81		16.96	(d)		134,745		0.73			0.76			1.68			39
Year ended 10/31/06		13.22		0.20			2.16			2.36			(0.20	)		15.38		18.03			123,476		0.79			0.80			1.40			51
Year ended 10/31/05		12.53		0.22	(f)		0.65			0.87			(0.18	)		13.22		6.98			54,728		0.71			0.73			1.68	(f)		54

(a)	Calculated using average shares outstanding.
(b)	Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c)	Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(d)	Includes litigation proceeds received during the period. Had the litigation proceeds not been received Net gains on securities (both realized and unrealized) per share for the year ended October 31, 2009 would have been $1.57, $1.52, $1.52, $1.56, $1.58 and $1.61 for Class A, Class B, Class C, Class R, Class Y and Institutional Class, respectively and total return would have been lower. Net gains on securities (both realized and unrealized) per share for the year ended October 31, 2007 would have been $2.12, $2.01, $2.02, $2.10, and $2.18 for Class A, Class B, Class C, Class R, and Institutional Class, respectively and total return would have been lower.
(e)	Ratios are based on average daily net assets (000’s omitted) of $3,427,084, $301,981, $186,564, $13,873, $252, $29,288 and $222,278 for Class A, Class B, Class C, Class R, Class S, Class Y and Institutional Class shares, respectively.
(f)	Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets excluding the special dividend would have been $0.10 and 0.80%, $0.00 and 0.08%, $0.00 and 0.08%, $0.07 and 0.58%, $0.17 and 1.32%, for Class A, Class B, Class C, Class R and Institutional Class, respectively.
(g)	Commencement date of September 25, 2009 and October 3, 2008 for Class S and Class Y shares, respectively.
(h)	Annualized.

21        AIM Charter Fund

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of AIM Equity Funds

and Shareholders of AIM Charter Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of AIM Charter Fund (one of the funds constituting AIM Equity Funds, hereafter referred to as the “Fund”) at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and broker, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

December 15, 2009

Houston, Texas

22        AIM Charter Fund

Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. With the exception of the actual ending account value and expenses of the Class S shares, the example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2009, through October 31, 2009. The actual ending account and expenses of the Class S shares in the example below are based on an investment of $1,000 invested as of close of business September 25, 2009 (commencement date) and held through October 31, 2009.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period (as of close of business September 25, 2009 through October 31, 2009 for the Class S shares). Because the actual ending account value and expense information in the example is not based upon a six month period for the Class S shares, the ending account value and expense information may not provide a meaningful comparison to mutual funds that provide such information for a full six month period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

							HYPOTHETICAL
			ACTUAL				(5% annual return before expenses)
	Beginning		Ending		Expenses		Ending		Expenses		Annualized
	Account Value		Account Value		Paid During		Account Value		Paid During		Expense
Class	(05/01/09)		(10/31/09)1		Period2		(10/31/09)		Period2,3		Ratio
A	$	1,000.00	$	1,180.00	$	6.65	$	1,019.11	$	6.16		1.21	%
B		1,000.00		1,176.20		10.75		1,015.32		9.96		1.96
C		1,000.00		1,175.70		10.75		1,015.32		9.96		1.96
R		1,000.00		1,179.20		8.02		1,017.85		7.43		1.46
S		1,000.00		993.70		1.10		1,019.71		5.55		1.09
Y		1,000.00		1,181.40		5.28		1,020.37		4.89		0.96

1	The actual ending account value is based on the actual total return of the Fund for the period May 1, 2009, through October 31, 2009 (as of close of business September 25, 2009, through October 31, 2009 for the Class S shares), after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2	Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year. For the Class S shares actual expenses are equal to the annualized expense ratio indicated above multiplied by the average account value over the period, multiplied by 37 (as of close of business September 25, 2009, through October 31, 2009)/365. Because the Class S shares have not been in existence for a full six month period, the actual ending account value and expense information shown may not provide a meaningful comparison to fund expense information of classes that show such data for a full six month period and, because the actual ending account value and expense information in the expense example covers a short time period, return and expense data may not be indicative of return and expense data for longer time periods.
3	Hypothetical expenses are equal to the annualized expense ratio indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect a one-half year period. The hypothetical ending account value and expenses may be used to compare ongoing costs of investing in Class S shares of the Fund and other funds because such data is based on a full six month period.

23        AIM Charter Fund

Supplement to Annual Report dated 10/31/09

AIM Charter Fund

Institutional Class Shares

The following information has been prepared to provide Institutional Class shareholders with a performance overview specific to their holdings. Institutional Class shares are offered exclusively to institutional investors, including defined contribution plans that meet certain criteria.

Average Annual Total Returns
For periods ended 10/31/09
Inception (7/30/91)	7.61	%
10 Years	0.40
5 Years	4.63
1 Year	15.82
Average Annual Total Returns
For periods ended 9/30/09, the most recent calendar quarter-end
Inception (7/30/91)	7.74	%
10 Years	1.14
5 Years	5.21
1 Year	0.29

Performance includes litigation proceeds. Had these proceeds not been received, total return would have been lower.

Institutional Class shares have no sales charge; therefore, performance is at net asset value (NAV). Performance of Institutional Class shares will differ from performance of other share classes primarily due to differing sales charges and class expenses.

     The net annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this supplement for Institutional Class shares was 0.78%.^1,2 The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this supplement for Institutional Class shares was 0.82%.The expense ratios presented above may vary from the expense ratios presented in other sections of the actual report that are based on expenses incurred during the period covered by the report.

     Please note that past performance is not indicative of future results. More recent returns may be more or less than those shown. All returns assume reinvestment of distributions at NAV. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. See full report for information on comparative benchmarks. Please consult your Fund prospectus for more information. For the most current month-end performance, please call 800 451 4246 or visit invescoaim.com.

1	Total annual operating expenses less contractual advisory fee waivers by the advisor in effect through at least December 31, 2012. See current prospectus for more information.
2	Total annual operating expenses less any contractual fee waivers and/or expense reimbursements by the advisor in effect through at least June 30, 2010. See current prospectus for more information.

Nasdaq Symbol CHTVX

Over for information on your Fund’s expenses.

This supplement must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

FOR INSTITUTIONAL INVESTOR USE ONLY – NOT FOR USE WITH THE PUBLIC
This material is for institutional investor use only and may not be quoted, reproduced, shown to the public or used in written form as sales literature for public use.

invescoaim.com      CHT-INS-1           Invesco Aim Distributors, Inc.

Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2009 through October 31, 2009.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

HYPOTHETICAL

(5% annual return before

ACTUAL

expenses)

Beginning

Ending

Expenses

Ending

Expenses

Annualized

Account Value

Account Value

Paid During

Account Value

Paid During

Expense

Class

(05/01/09)

(10/31/09)1

Period2

(10/31/09)

Period2

Ratio

Institutional

$

1,000.00

$

1,183.40

$

4.07

$

1,021.48

$

3.77

0.74

%

1	The actual ending account value is based on the actual total return of the Fund for the period May 1, 2009 through October 31, 2009, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2	Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.

AIM Charter Fund

Approval of Investment Advisory and Sub-Advisory Agreements

The Board of Trustees (the Board) of AIM Equity Funds is required under the Investment Company Act of 1940 to approve annually the renewal of the AIM Charter Fund (the Fund) investment advisory agreement with Invesco Aim Advisors, Inc. (Invesco Aim) and the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 16-17, 2009, the Board as a whole, and the disinterested or “independent” Trustees voting separately, approved the continuance of the Fund’s investment advisory agreement and the sub-advisory contracts for another year, effective July 1, 2009. In doing so, the Board determined that the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and that the compensation to Invesco Aim and the Affiliated Sub-Advisers under the Fund’s investment advisory agreement and sub-advisory contracts is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees that are responsible for overseeing the management of a number of the series portfolios of the AIM Funds. This Sub-Committee structure permits the Trustees to focus on the performance of the AIM Funds that have been assigned to them. The Sub-Committees meet throughout the year to review the performance of their assigned funds, and the Sub-Committees review monthly and quarterly comparative performance information and periodic asset flow data for their assigned funds. These materials are prepared under the direction and supervision of the independent Senior Officer, an officer of the AIM Funds who reports directly to the independent Trustees. Over the course of each year, the Sub-Committees meet with portfolio managers for their assigned funds and other members of management and review with these individuals the per-

formance, investment objective(s), policies, strategies and limitations of these funds.

     In addition to their meetings throughout the year, the Sub-Committees meet at designated contract renewal meetings each year to conduct an in-depth review of the performance, fees, expenses, and other matters related to their assigned funds. During the contract renewal process, the Trustees receive comparative performance and fee data regarding the AIM Funds prepared by an independent company, Lipper, Inc. (Lipper), under the direction and supervision of the Senior Officer who also prepares a separate analysis of this information for the Trustees. Each Sub-Committee then makes recommendations to the Investments Committee regarding the fees and expenses of their assigned funds. The Investments Committee considers each Sub-Committee’s recommendations and makes its own recommendations regarding the fees and expenses of the AIM Funds to the full Board. The Investments Committee also considers each Sub-Committee’s recommendations in making its annual recommendation to the Board whether to approve the continuance of each AIM Fund’s investment advisory agreement and sub-advisory contracts for another year.

     The independent Trustees met separately during their evaluation of the Fund’s investment advisory agreement and sub-advisory contracts with independent legal counsel. The independent Trustees were also assisted in their annual evaluation of the Fund’s investment advisory agreement by the Senior Officer. One responsibility of the Senior Officer is to manage the process by which the AIM Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure that they are negotiated in a manner that is at arms’ length and reasonable. Accordingly, the Senior Officer must either supervise a competitive bidding process or prepare an independent written evaluation. The Senior Officer recommended that an independent written evaluation be provided and, at the direction of the Board, prepared an independent written evaluation.

     During the annual contract renewal process, the Board considered the factors discussed below in evaluating the fairness and reasonableness of the Fund’s investment advisory agreement and

sub-advisory contracts. The Board considered all of the information provided to them, including information provided at their meetings throughout the year as part of their ongoing over-sight of the Fund, and did not identify any particular factor that was controlling. Each Trustee may have evaluated the information provided differently from another Trustee and attributed different weight to the various factors. The Trustees recognized that the advisory arrangements and resulting advisory fees for the Fund and the other AIM Funds are the result of years of review and negotiation between the Trustees and Invesco Aim, that the Trustees may focus to a greater extent on certain aspects of these arrangements in some years than in others, and that the Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these same arrangements throughout the year and in prior years.

     The discussion below serves as a summary of the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. Unless otherwise stated, information set forth below is as of June 17, 2009, and does not reflect any changes that may have occurred since that date, including but not limited to changes to the Fund’s performance, advisory fees, expense limitations and/or fee waivers.

Factors and Conclusions and Summary of Independent Written Fee Evaluation

A. Nature, Extent and Quality of Services Provided by Invesco Aim

The Board reviewed the advisory services provided to the Fund by Invesco Aim under the Fund’s investment advisory agreement, the performance of Invesco Aim in providing these services, and the credentials and experience of the officers and employees of Invesco Aim who provide these services. The Board’s review of the qualifications of Invesco Aim to provide these services included the Board’s consideration of Invesco Aim’s portfolio and product review process, various back office support functions provided by Invesco Aim and its affiliates, and Invesco Aim’s equity and

24               AIM Charter Fund

continued

fixed income trading operations. The Board concluded that the nature, extent and quality of the advisory services provided to the Fund by Invesco Aim are appropriate and that Invesco Aim currently is providing satisfactory advisory services in accordance with the terms of the Fund’s investment advisory agreement. In addition, based on their ongoing meetings throughout the year with the Fund’s portfolio manager or managers, the Board concluded that these individuals are competent and able to continue to carry out their responsibilities under the Fund’s investment advisory agreement.

     In determining whether to continue the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Aim and the Fund, as well as the Board’s knowledge of Invesco Aim’s operations, and concluded that it is beneficial to maintain the current relationship, in part, because of such knowledge. The Board also considered the steps that Invesco Aim and its affiliates continue to take to improve the quality and efficiency of the services they provide to the AIM Funds in the areas of investment performance, product line diversification, distribution, fund operations, shareholder services and compliance. The Board concluded that the quality and efficiency of the services Invesco Aim and its affiliates provide to the AIM Funds in each of these areas support the Board’s approval of the continuance of the Fund’s investment advisory agreement.

B. Nature, Extent and Quality of Services Provided by Affiliated Sub-Advisers

The Board reviewed the services provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board concluded that the nature, extent and quality of the services provided by the Affiliated Sub-Advisers are appropriate. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are geographically dispersed in financial centers around the world, can provide research and other information and make recommendations on the markets and economies of various countries and securities of companies located in such countries or on various types of investments and investment

techniques. The Board concluded that the sub-advisory contracts benefit the Fund and its shareholders by permitting Invesco Aim to utilize the additional resources and talent of the Affiliated Sub-Advisers in managing the Fund.

C. Fund Performance

The Board considered Fund performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.

     The Board compared the Fund’s performance during the past one, three and five calendar years to the performance of all funds in the Lipper performance universe that are not managed by Invesco Aim or an Affiliated Sub-Adviser and against the Lipper Large-Cap Core Funds Index. The Board noted that the Fund’s performance was in the first quintile of its performance universe for the one, three and five year periods (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that the Fund’s performance was above the performance of the Index for the one, three, and five year periods. Although the independent written evaluation of the Fund’s Senior Officer only considered Fund performance through the most recent calendar year, the Board also reviewed more recent Fund performance and this review did not change their conclusions. The Board noted that, in response to the Board’s focus on fund performance, Invesco Aim has taken a number of actions intended to improve the investment process for the funds.

D. Advisory and Sub-Advisory Fees and Fee Waivers

The Board compared the Fund’s contractual advisory fee rate to the contractual advisory fee rates of funds in the Fund’s Lipper expense group that are not managed by Invesco Aim or an Affiliated Sub-Adviser, at a common asset level. The Board noted that the Fund’s contractual advisory fee rate was above the median contractual advisory fee rate of funds in its expense group. The Board also reviewed the methodology used by Lipper in determining contractual fee rates, which includes using audited

financial data from the most recent annual report of each fund in the expense group that was publicly available as of the end of the past calendar year. The Board noted that some comparative data was at least one year old and that other data did not reflect the market downturn that occurred in the fourth quarter of 2008.

     The Board also compared the Fund’s effective fee rate (the advisory fee after any advisory fee waivers and before any expense limitations/waivers) to the advisory fee rates of other domestic clients of Invesco Aim and its affiliates with investment strategies comparable to those of the Fund, including two mutual funds advised by Invesco Aim. The Board noted that the Fund’s rate was above the effective fee rates for the other two mutual funds.

     The Board noted that Invesco Aim has contractually agreed to waive advisory fees of the Fund through December 31, 2012 and that this fee waiver includes four breakpoints based on net asset levels. The Board also considered the effect this fee waiver would have on the Fund’s total estimated expenses. The Board noted that Invesco Aim has agreed to reduce the per account transfer agent fee for all the retail funds, including the Fund, effective July 1, 2009. The Board also noted that Invesco Aim has contractually agreed to waive fees and/or limit expenses of the Fund through at least June 30, 2010 in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund. The Board noted that at the current expense ratio for the Fund, this expense waiver does not have any impact.

     The Board also considered the services provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts and the services provided by Invesco Aim pursuant to the Fund’s advisory agreement, as well as the allocation of fees between Invesco Aim and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Aim to the Affiliated Sub-Advisers, and that Invesco Aim and the Affiliated Sub-Advisers are affiliates.

     After taking account of the Fund’s contractual advisory fee rate, the contractual sub-advisory fee rate, the comparative advisory fee information discussed above, the advisory fee after fee waivers

25               AIM Charter Fund

continued

and expense limitations and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees are fair and reasonable.

E. Economies of Scale and Breakpoints

The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule includes one breakpoint and that the level of the Fund’s advisory fees, as a percentage of the Fund’s net assets, has decreased as net assets increased because of the breakpoint. The Board also noted that Invesco Aim’s contractual advisory fee waiver discussed above includes breakpoints based on net asset levels. The Board concluded that the Fund’s advisory fees appropriately reflect economies of scale at current asset levels. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the AIM Funds and affiliates.

F. Profitability and Financial Resources

The Board reviewed information from Invesco Aim concerning the costs of the advisory and other services that Invesco Aim and its affiliates provide to the Fund and the profitability of Invesco Aim and its affiliates in providing these services. The Board also reviewed information concerning the financial condition of Invesco Aim and its affiliates. The Board reviewed with Invesco Aim the methodology used to prepare the profitability information. The Board considered the overall profitability of Invesco Ltd., the ultimate parent of Invesco Aim and the Affiliated Sub-Advisers, and of Invesco Aim, as well as the profitability of Invesco Aim in connection with managing the Fund. The Board noted that Invesco Aim continues to operate at a net profit, although the reduction of assets under management as a result of market movements and the increase in voluntary fee waivers for affiliated money market funds have reduced the profitability of Invesco Aim and its affiliates. The Board concluded that the Fund’s fees are fair and reasonable, and that the level of profits realized by Invesco Aim and its affiliates from providing services to the

Fund is not excessive in light of the nature, quality and extent of the services provided. The Board considered whether Invesco Aim is financially sound and has the resources necessary to perform its obligations under the Fund’s investment advisory agreement, and concluded that Invesco Aim has the financial resources necessary to fulfill these obligations. The Board also considered whether each Affiliated Sub-Adviser is financially sound and has the resources necessary to perform its obligations under the sub-advisory contracts, and concluded that each Affiliated Sub-Adviser has the financial resources necessary to fulfill these obligations.

G. Collateral Benefits to Invesco Aim and its Affiliates

The Board considered various other benefits received by Invesco Aim and its affiliates resulting from Invesco Aim’s relationship with the Fund, including the fees received by Invesco Aim and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Aim and its affiliates in providing these services and the organizational structure employed by Invesco Aim and its affiliates to provide these services. The Board also considered that these services are provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Aim and its affiliates are providing these services in a satisfactory manner and in accordance with the terms of their contracts, and are qualified to continue to provide these services to the Fund.

     The Board considered the benefits realized by Invesco Aim and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Aim and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Aim’s and the Affiliated Sub-Advisers’ expenses. The Board concluded that Invesco Aim’s and the Affiliated Sub-Advisers’ soft dollar arrangements are appropriate. The Board also concluded that, based on their review and representations made by the Chief Compliance Officer of Invesco Aim, these arrangements are consistent with regulatory requirements.

     The Board considered the fact that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Aim pursuant to procedures approved by the Board. The Board noted that Invesco Aim will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Aim has contractually agreed to waive through at least June 30, 2010, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Aim receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.

26               AIM Charter Fund

Tax Information

Form 1099-DIV, Form 1042-S and other year-end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisors.

  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.

  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended October 31, 2009:

Federal and State Income Tax
Qualified Dividend Income*	100.00%
Corporate Dividends Received Deduction*	100.00%

*  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

27        AIM Charter Fund

Trustees and Officers

The address of each trustee and officer of AIM Equity Funds (the “Trust”), is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. Each trustee oversees 105 portfolios in the AIM Funds complex. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.

Name, Year of Birth and	Trustee and/	Principal Occupation(s)	Other Directorship(s)
Position(s) Held with the Trust	or Officer Since	During Past 5 Years	Held by Trustee
Interested Persons
Martin L. Flanagan1 — 1960 Trustee	2007	Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco Aim and a global investment management firm); Chairman, Invesco Aim Advisors, Inc. (registered investment advisor); Trustee, The AIM Family of Funds®; Board of Governors, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business	None
		Formerly: Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco Aim and a global investment management firm); Director, Invesco Ltd.; Chairman and Vice Chairman, Investment Company Institute
Philip A. Taylor2 — 1954 Trustee, President and Principal Executive Officer	2006	Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Chief Executive Officer and President, Invesco Aim Advisors, Inc. and 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Aim Management Group, Inc. (financial services holding company) and Invesco Aim Capital Management, Inc. (registered investment advisor); Director and President, INVESCO Funds Group, Inc. (registered investment advisor and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director, Invesco Aim Distributors, Inc. (registered broker dealer); Director and Chairman, Invesco Aim Investment Services, Inc. (registered transfer agent) and INVESCO Distributors, Inc. (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, AIM Trimark Corporate Class Inc. (corporate mutual fund company) and AIM Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment advisor and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The AIM Family of Funds® (other than AIM Treasurer’s Series Trust and Short-Term Investments Trust); Trustee and Executive Vice President, The AIM Family of Funds® (AIM Treasurer’s Series Trust and Short-Term Investments Trust only); and Manager, Invesco PowerShares Capital Management LLC	None
		Formerly: President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The AIM Family of Funds® (AIM Treasurer’s Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.
Independent Trustees
Bruce L. Crockett — 1944 Trustee and Chair	1993	Chairman, Crockett Technology Associates (technology consulting company)	ACE Limited (insurance company); Captaris, Inc. (unified messaging provider); and Investment Company Institute
Bob R. Baker — 1936 Trustee	2003	Retired	None
Frank S. Bayley — 1939 Trustee	2001	Retired Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios)	None
James T. Bunch — 1942 Trustee	2003	Founder, Green, Manning & Bunch Ltd., (investment banking firm)	Board of Governors, Western Golf Association/Evans Scholars Foundation and Executive Committee, United States Golf Association
Albert R. Dowden — 1941 Trustee	2000	Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (registered investment company); and Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company) Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations	Board of Nature’s Sunshine Products, Inc.
Jack M. Fields — 1952 Trustee	1997	Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company)	Administaff
Carl Frischling — 1937 Trustee	1988	Partner, law firm of Kramer Levin Naftalis and Frankel LLP	Director, Reich & Tang Funds (16 portfolios)
Prema Mathai-Davis — 1950 Trustee	1998	Retired	None
Lewis F. Pennock — 1942 Trustee	1988	Partner, law firm of Pennock & Cooper	None
Larry Soll — 1942 Trustee	2003	Retired	None
Raymond Stickel, Jr. — 1944 Trustee	2005	Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios)	None

1	Mr. Flanagan is considered an interested person of the Trust because he is an officer of the advisor to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the advisor to the Trust.
2	Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the advisor to, and a director of the principal underwriter of, the Trust.

T-1

Trustees and Officers — (continued)

Name, Year of Birth and	Trustee and/	Principal Occupation(s)	Other Directorship(s)
Position(s) Held with the Trust	or Officer Since	During Past 5 Years	Held by Trustee
Other Officers
Russell C. Burk — 1958 Senior Vice President and Senior Officer	2005	Senior Vice President and Senior Officer of The AIM Family of Funds® Formerly: Director of Compliance and Assistant General Counsel, ICON Advisers, Inc.; Financial Consultant, Merrill Lynch; General Counsel and Director of Compliance, ALPS Mutual Funds, Inc.	N/A
John M. Zerr — 1962 Senior Vice President, Chief Legal Officer and Secretary	2006	Director, Senior Vice President, Secretary and General Counsel, Invesco Aim Management Group, Inc., Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Director, Senior Vice President and Secretary, Invesco Aim Distributors, Inc.; Director, Vice President and Secretary, Invesco Aim Investment Services, Inc. and INVESCO Distributors, Inc.; Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The AIM Family of Funds®; and Manager, Invesco PowerShares Capital Management LLC	N/A
		Formerly: Director, Vice President and Secretary, Fund Management Company; Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
Lisa O. Brinkley — 1959 Vice President	2004	Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Aim Distributors, Inc. and Invesco Aim Investment Services, Inc.; and Vice President, The AIM Family of Funds®	N/A
		Formerly: Senior Vice President, Invesco Aim Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisors, Inc. and The AIM Family of Funds®; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Aim Distributors, Inc.; Vice President, Invesco Aim Investment Services, Inc. and Fund Management Company
Kevin M. Carome — 1956 Vice President	2003	General Counsel, Secretary and Senior Managing Director, Invesco Ltd.; Director, Invesco Holding Company Limited and INVESCO Funds Group, Inc.; Director and Executive Vice President, IVZ, Inc., Invesco Group Services, Inc., Invesco North American Holdings, Inc. and Invesco Investments (Bermuda) Ltd.; and Vice President, The AIM Family of Funds®	N/A
		Formerly: Senior Managing Director and Secretary, Invesco North American Holdings, Inc.; Vice President and Secretary, IVZ, Inc. and Invesco Group Services, Inc.; Senior Managing Director and Secretary, Invesco Holding Company Limited; Director, Senior Vice President, Secretary and General Counsel, Invesco Aim Management Group, Inc. and Invesco Aim Advisors, Inc.; Senior Vice President, Invesco Aim Distributors, Inc.; Director, General Counsel and Vice President, Fund Management Company; Vice President, Invesco Aim Capital Management, Inc. and Invesco Aim Investment Services, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The AIM Family of Funds®; Director and Vice President, INVESCO Distributors, Inc.; and Chief Executive Officer and President, INVESCO Funds Group, Inc.
Sheri Morris — 1964 Vice President, Treasurer and Principal Financial Officer	1999	Vice President, Treasurer and Principal Financial Officer, The AIM Family of Funds®; and Vice President, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management Inc. Formerly: Assistant Vice President and Assistant Treasurer, The AIM Family of Funds® and Assistant Vice President, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.	N/A
Karen Dunn Kelley — 1960 Vice President	2004	Head of Invesco’s World Wide Fixed Income and Cash Management Group; Vice President, Invesco Institutional (N.A.), Inc. (registered investment advisor); Director of Cash Management and Senior Vice President, Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Executive Vice President, Invesco Aim Distributors, Inc.; Senior Vice President, Invesco Aim Management Group, Inc.; and Director, Invesco Mortgage Capital Inc.; Vice President, The AIM Family of Funds® (other than AIM Treasurer’s Series Trust and Short-Term Investments Trust); and President and Principal Executive Officer, The AIM Family of Funds® (AIM Treasurer’s Series Trust and Short-Term Investments Trust only)	N/A
		Formerly: President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer and Managing Director, Invesco Aim Capital Management, Inc.; and Vice President, Invesco Aim Advisors, Inc. and The AIM Family of Funds® (AIM Treasurer’s Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only)
Lance A. Rejsek — 1967 Anti-Money Laundering Compliance Officer	2005	Anti-Money Laundering Compliance Officer, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc., Invesco Aim Distributors, Inc., Invesco Aim Investment Services, Inc., Invesco Aim Private Asset Management, Inc. and The AIM Family of Funds®	N/A
		Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company; and Manager of the Fraud Prevention Department, Invesco Aim Investment Services, Inc.
Todd L. Spillane — 1958 Chief Compliance Officer	2006	Senior Vice President, Invesco Aim Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, The AIM Family of Funds®, Invesco Global Asset Management (N.A.), Inc. (registered investment advisor), Invesco Institutional (N.A.), Inc., (registered investment advisor), INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment advisor) and Invesco Senior Secured Management, Inc. (registered investment advisor); and Vice President, Invesco Aim Distributors, Inc. and Invesco Aim Investment Services, Inc.	N/A
		Formerly: Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company; and Global Head of Product Development, AIG-Global Investment Group, Inc.

The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisors.

Office of the Fund	Investment Advisor	Distributor	Auditors
11 Greenway Plaza	Invesco Aim Advisors, Inc.	Invesco Aim Distributors, Inc.	PricewaterhouseCoopers LLP
Suite 100	11 Greenway Plaza	11 Greenway Plaza	1201 Louisiana Street
Houston, TX 77046-1173	Suite 100	Suite 100	Suite 2900
	Houston, TX 77046-1173	Houston, TX 77046-1173	Houston, TX 77002-5678
Counsel to the Fund	Counsel to the	Transfer Agent	Custodian
Stradley Ronon Stevens & Young, LLP	Independent Trustees	Invesco Aim Investment Services, Inc.	State Street Bank and Trust Company
2600 One Commerce Square	Kramer, Levin, Naftalis & Frankel LLP	P.O. Box 4739	225 Franklin
Philadelphia, PA 19103	1177 Avenue of the Americas	Houston, TX 77210-4739	Boston, MA 02110-2801
	New York, NY 10036-2714

T-2

Important Notice Regarding Delivery of Security Holder Documents

To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Aim Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within thirty days after receiving your request.

Fund holdings and proxy voting information

The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invescoaim.com. Click the Products & Performance tab at the top of the home page; click Mutual Funds; and then click Fund Overview. Select your Fund from the drop-down menu and click on Complete Quarterly Holdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-01424 and 002-25469.

     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or on the Invesco Aim website, invescoaim.com. Click the About Us tab at the top of the home page; click Legal Information; and then click Invesco Aim Proxy Voting Guidelines. The information is also available on the SEC website, sec.gov.

     Information regarding how the Fund voted proxies related to its portfolio securities during the 12 months ended June 30, 2009, is available at our website, invescoaim.com. Click the About Us tab at the top of the home page; click Legal Information; and then click Proxy Voting Search. The information is also available on the SEC website, sec.gov.

If used after January 20, 2010, this report must be accompanied by a Fund fact sheet or Invesco Aim Quarterly Performance Review for the most recent quarter-end. Invesco Aim^SM is a service mark of Invesco Aim Management Group, Inc. Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc., Invesco Aim Private Asset Management, Inc. and Invesco PowerShares Capital Management LLC are the investment advisers for the products and services represented by Invesco Aim; they each provide investment advisory services to individual and institutional clients and do not sell securities. Please refer to each fund’s prospectus for information on the fund’s subadvisers. Invesco Aim Distributors, Inc. is the U.S. distributor for the retail mutual funds, exchange-traded funds and institutional money market funds and the subdistributor for the STIC Global Funds represented by Invesco Aim. All entities are indirect, wholly owned subsidiaries of Invesco Ltd.

     It is anticipated that on or about the end of the fourth quarter of 2009, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc., Invesco Aim Private Asset Management, Inc. and Invesco Global Asset Management (N.A.), Inc. will be merged into Invesco Institutional (N.A.), Inc., and the consolidated adviser firm will be renamed Invesco Advisers, Inc. Additional information will be posted at invescoaim.com on or about the end of the fourth quarter of 2009.

invescoaim.com          CHT-AR-1                    Invesco Aim Distributors, Inc.

Annual Report to Shareholders

October 31, 2009

AIM Constellation Fund

2	Letters to Shareholders
4	Performance Summary
4	Management Discussion
6	Long-Term Fund Performance
8	Supplemental Information
9	Schedule of Investments
13	Financial Statements
15	Notes to Financial Statements
22	Financial Highlights
23	Auditor’s Report
24	Fund Expenses
25	Approval of Investment Advisory and Sub-Advisory Agreements
T-1	Trustees and Officers

Letters to Shareholders

Philip Taylor

Dear Shareholders:

While the year covered by this report was difficult, economic conditions and market trends appeared more favorable at the close of the fiscal year than at its start. The 12 months ended October 31, 2009, included a sharp market sell-off in late 2008 that continued into early 2009 – when an abrupt rebound began.

Increased communication

This volatility prompted a greater-than-usual number of mutual fund shareholders to contact me. Some of you took the time to write a letter while others of you emailed me at phil@invescoaim.com.

     Your questions, comments and suggestions gave me better insight into what was on your minds.

     As a result, Invesco Aim’s investment professionals and I have increased our efforts to stay in touch with and share our views with you. We increased the number of “Investment Perspective” articles on our website, invescoaim.com. Through these articles, we’ve tried to provide timely market commentary, general investor education information and sector updates. I hope you’ll take a moment to read them and let me know if you find them useful.

     To access your Fund’s latest quarterly commentary, click on “Products and Performance” at the top of our website; next, select “Mutual Funds”; and then click on “Quarterly Commentary.”

Guarded optimism

Despite a steady stream of bad economic news, markets in the U.S. and around the world began a rather robust recovery in March 2009. History has shown that no matter how positive or negative the economic news of the day may be, markets tend to look forward – often anticipating economic improvement or deterioration well before it arrives. In his most recent Monetary Report to the Congress, U.S. Federal Reserve Board Chairman Ben Bernanke testified that he anticipates a gradual economic recovery in 2010 with some acceleration in growth in 2011.¹ I hope his guarded optimism proves to be accurate.

     Until then, many Americans have decided to spend less and save more. One government estimate suggests Americans saved just 1.7% of their disposable personal income in 2007, and just 2.7% in 2008.² That same estimate suggests Americans saved 3.7% and 4.9% of their disposable personal income in the first and second quarters of 2009, respectively.²

     While a sustained reduction in consumer spending could delay or weaken a recovery, many families have decided that spending less and saving more makes sense – and they are to be applauded for doing so. After all, while we can’t control market returns, we can control how much we regularly save and invest.

     Markets rise and fall, and sharp, sudden rebounds can often be followed by unpleasant, abrupt market downturns. While it may be difficult to save and invest more, and to do so over a long time horizon – particularly in periods of economic hardship – it really is a reliable way to build an investment portfolio.

     If you’ve made a similar decision, it’s important that you work with an experienced, trusted financial advisor. A financial advisor can help you prepare for 2010 by updating you on market conditions, helping you reevaluate your risk tolerance and suggesting investments that may be appropriate for you, given your changing needs and goals.

A single focus

I believe Invesco Aim is uniquely positioned to serve our clients. Our parent company, Invesco Ltd., is one of the largest³ and most diversified global asset managers. We provide clients with diversified investment strategies and a range of investment products managed by distinct management teams around the world. We believe we can serve you best by focusing on one thing and doing it well: managing your money.

     Our investment professionals have managed clients’ money in up markets and down markets. All of us here recognize that market conditions change often; what will not change is our commitment to putting our clients first, helping you achieve your financial goals and providing excellent customer service.

     If you have questions about this report or your account, please contact one of our client services representatives at 800 959 4246. If you have comments for me, I encourage you to email me at phil@invescoaim.com.

     Thank you for investing with us.

Sincerely,

Philip Taylor
Senior Managing Director, Invesco Ltd.
CEO, Invesco Aim

1 U.S. Federal Reserve; 2 Bureau of Economic Analysis; 3 Pensions & Investments

2                  AIM Constellation Fund

Bruce Crockett

Dear Fellow Shareholders:

Although the economy and financial markets have shown some signs of hope, investors remain rightfully cautious. Staying with an appropriately diversified investment program focused on your individual long-term goals can be a wise course in such uncertain times. We believe the route to financial success is more like a marathon than a sprint.

     Please be assured that your Board continues to oversee the AIM Funds with a strong sense of responsibility for your money and your trust. As always, we seek to manage costs and enhance performance in ways that put your interests first.

     We are near the end of a busy 2009 proxy season, during which Invesco Aim Advisors, Inc.’s proxy committee votes on your behalf on issues put to a shareholder vote by the companies whose stock the Funds hold. This year, after careful case-by-case analysis by committee members and portfolio managers, the proxy committee voted with corporate management less often than in previous years, focusing on the issues of board independence, Say-On-Pay initiatives, and stock option re-pricing in light of the market’s decline. The committee remained committed to supporting non-binding Say-on-Pay proposals and abstaining from voting on social issues.

     At its June meeting, your Board reviewed and renewed the investment advisory contracts between the AIM Funds and Invesco Aim Advisors, Inc. You can find the results of this rigorous annual process at invescoaim.com. Click the “About Us” tab at the top of the home page; click “Legal Information”; and then click “Investment Advisory Agreement Renewals.”

     The website also contains news and market information, investment education, planning information, current reports and prospectuses for all the AIM Funds. I highly recommend it to you.

     You are always welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving you in the coming months.

Sincerely,

Bruce L. Crockett
Independent Chair
AIM Funds Board of Trustees

3                   AIM Constellation Fund

Management’s Discussion of Fund Performance

Performance summary

For the fiscal year ended October 31, 2009, Class A shares of AIM Constellation Fund, at net asset value, had positive returns but underperformed the Fund’s style-specific index, the Russell 1000 Growth Index. Much of the Fund’s underperformance was due to its defensive posture as well as stock selection across sectors.

     The Fund’s Class A shares also underperformed the broad market, represented by the S&P 500 Index.

     Your Fund’s long-term performance appears later in this report.

Fund vs. Indexes

Total returns, 10/31/08 to 10/31/09, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

Class A Shares*	4.78	%
Class B Shares*	4.01
Class C Shares*	4.08
Class R Shares*	4.55
Class Y Shares*	5.11
S&P 500 Index▼ (Broad Market Index)	9.80
Russell 1000 Growth Index▼ (Style-Specific Index)	17.51
Lipper Multi-Cap Growth Funds Index▼ (Peer Group Index)	18.66

▼	Lipper Inc.
*	Performance includes litigation proceeds. Had these proceeds not been received, total return would have been lower.

How we invest

We believe a growth investment strategy is an essential component of a diversified portfolio.

     Our investment process seeks to identify companies that generate sustainable revenue, earnings and cash flow growth that is not fully reflected in investor expectations or equity valuations.

     We begin with a quantitative model that ranks companies based on a set of growth, quality and valuation factors. This proprietary model provides an objective approach to identifying new investment opportunities.

     Our stock selection process is based on a rigorous three-step process that includes fundamental, valuation and timeliness analysis. Importantly, we

search for compelling growth companies in all areas of the market, including many sectors that are not traditionally identified as growth sectors.

     Our fundamental analysis focuses on identifying industries and companies with strong fundamental drivers of high-quality growth in revenues, earnings and cash flow. Our valuation analysis focuses on identifying attractively valued stocks based on their growth potential over a two- to three-year time horizon. Our timeliness analysis employs moving average analysis and other selected factors to identify the timeliness of a stock transaction.

     We carefully construct the portfolio with a goal to minimize unnecessary risk. We seek to accomplish this goal by diversifying portfolio holdings across

countries, sectors, industries and market capitalizations. Additionally, we avoid building concentrated position sizes and expect to hold numerous stocks in the portfolio. Our target holding period is two to three years for each stock.

     We consider selling a stock when it no longer meets our investment criteria, based on:

n	Deteriorating fundamental business prospects.
n	Declining quantitative rank.
n	Negative changes to the investment thesis.
n	Finding a more attractive opportunity.

Market conditions and your Fund

The fiscal year was truly a tale of two markets. During the first four months of the fiscal year, equity markets experienced steep declines as severe problems in credit markets, a rapidly weakening housing market, rising energy and food prices and a deteriorating outlook for corporate earnings led to a global economic recession. However, equity markets rapidly reversed direction beginning in March 2009 and rallied solidly through most of the remaining months of the fiscal year.

     In this environment, indexes measuring the performance of large-, mid- and small-cap stocks all had positive returns, with mid-cap stocks outperforming large- and small-cap stocks.¹ In terms of investment style, growth stocks outperformed value stocks.¹ The sectors with the highest returns in the broad market as represented by the S&P 500 Index included economically sensitive sectors such as information technology (IT), materials and consumer discretionary.¹ The financials sector was the only sector with negative returns for the fiscal year.¹

Portfolio Composition

By sector

Information Technology	33.1%
Consumer Discretionary	16.3
Health Care	13.1
Industrials	10.9
Energy	6.9
Consumer Staples	6.5
Financials	6.3
Materials	2.5
Telecommunication Services	2.1
Utilities	0.4
Money Market Funds Plus
Other Assets Less Liabilities	1.9

Top 10 Equity Holdings*

1. Google, Inc.-Class A	2.6	%
2. MasterCard, Inc.-Class A	2.3
3. Apple Inc.	2.1
4. International Business Machines Corp.	2.1
5. KDDI Corp.	2.1
6. Research in Motion Ltd.	2.0
7. Gilead Sciences, Inc.	1.9
8. QUALCOMM Inc.	1.9
9. United Technologies Inc.	1.8
10. Baxter International Inc.	1.8

Total Net Assets	$3.0 billion
Total Number of Holdings*		127

The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.

* Excluding money market fund holdings.

4                   AIM Constellation Fund

     While the Fund underperformed the Russell 1000 Growth Index for the fiscal year, it held up better during the first four months of the fiscal year. In this challenging market environment, the Fund benefited from a very defensive posture, with significant overweight positions in less economically sensitive sectors such as consumer staples and health care, and sizable underweight positions in economically sensitive sectors such as consumer discretionary and IT. Additionally, the Fund had a larger than normal cash position because we used cash as a defensive tool during this volatile period.

     However, the Fund began to underperform the Russell 1000 Growth Index when equity markets hit a bottom and began to rally in March 2009. Fund underperformance was driven primarily by two factors. First, much of the Fund’s underperformance was driven by its defensive posture both across and within sectors, as economically sensitive stocks outperformed following the March low. Second, the Fund underperformed because it did not own many of the lower quality, highly levered companies that outperformed during this market rebound. Our investment approach specifically avoids companies with these traits because over the long term they tend to perform poorly.

     Over the course of the fiscal year, the Fund underperformed its style-specific index by the widest margin in the IT sector, due to both stock selection and a significant underweight position. Within this sector, the Fund did not own many of what we believed were the lower quality companies that performed strongly during the stock market rally. Despite underperforming in this sector, several IT holdings were among the Fund’s leading contributors to performance during the period, including Google, Apple and Cognizant Technology Solutions.

     Another area of weakness for the Fund during the fiscal year was the consumer staples sector. Within this sector, underperformance was driven by an overweight position and stock selection. Our overweight position detracted from Fund performance because many of these defensive stocks underperformed as investors rotated into economically sensitive stocks during the market rebound. Within this sector, consumer products maker Procter & Gamble and grocery store operator Kroger were two of the leading detractors from Fund performance. However, one holding that

was among the Fund’s leading contributors to performance was Coca-Cola. We sold our holdings in Procter & Gamble, Kroger and Coca-Cola before the close of the fiscal year.

     The Fund also underperformed in several other sectors, largely driven by stock selection. Sectors in which the Fund had the greatest underperformance included health care, industrials, financials and consumer discretionary. The Fund’s larger than normal cash position was also a detractor from performance when equity markets improved.

     We began to reposition the portfolio in May 2009, by moving into economically sensitive holdings that we believed would perform well in a more stable economic environment. This repositioning included a significant reduction in the defensive health care and consumer staples sectors, as well as a reduction in the Fund’s cash position. We rotated into economically sensitive sectors including IT, consumer discretionary and energy.

     As we’ve discussed, the stock market has experienced significant volatility during the past 12 months. We would like to caution investors against making investment decisions based on short-term performance. As always, we recommend that you consult a financial advisor to discuss your individual financial program.

     We thank you for your commitment to AIM Constellation Fund.

1 Lipper Inc.

The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Aim Advisors, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Aim Advisors, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

See important Fund and index disclosures later in this report.

Robert Lloyd

Chartered Financial Analyst, senior portfolio manager, is lead manager of AIM Constellation Fund. He joined Invesco Aim in

2000. Mr. Lloyd earned a B.B.A. from the University of Notre Dame and an M.B.A. from the University of Chicago.

Ryan Amerman

Chartered Financial Analyst, portfolio manager, is manager of AIM Constellation Fund. He joined Invesco Aim in 1996.

Mr. Amerman earned a B.B.A. from Stephen F. Austin State University and an M.B.A. with an emphasis in finance from the University of St. Thomas.

Assisted by the Large/Multi-Cap Growth Team

5                   AIM Constellation Fund

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class with Sales Charges since Inception

Fund and index data from 4/30/76

Past performance cannot guarantee comparable future results.

     The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group reflects fund expenses and management fees; performance of a market index does not. Performance

shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

     This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating changes in value during the early years shown in the chart. The vertical axis, the

one that indicates the dollar value of an investment, is constructed with each segment representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $5,000 and $10,000 is the same size as the space between $10,000 and $20,000, and so on.

Invesco Aim Privacy Policy

You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.

     Invesco Aim collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.

     Even within Invesco Aim, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco Aim maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our web site – invescoaim.com. More detail is available to you at that site.

6                 AIM Constellation Fund

Average Annual Total Returns

As of 10/31/09, including maximum applicable sales charges

Class A Shares
Inception (4/30/76)	11.49	%
10 Years	-3.58
5 Years	-3.69
1 Year	-1.01
Class B Shares
Inception (11/3/97)	-1.01	%
10 Years	-3.60
5 Years	-3.71
1 Year	-0.99
Class C Shares
Inception (8/4/97)	-1.30	%
10 Years	-3.74
5 Years	-3.31
1 Year	3.08
Class R Shares
10 Years	-3.22	%
5 Years	-2.83
1 Year	4.55
Class Y Shares
10 Years	-3.00	%
5 Years	-2.53
1 Year	5.11

Performance includes litigation proceeds. Had these proceeds not been received, total return would have been lower.

Average Annual Total Returns

As of 9/30/09, the most recent calendar quarter-end, including maximum applicable sales charges

Class A Shares
Inception (4/30/76)	11.61	%
10 Years	-2.66
5 Years	-2.76
1 Year	-16.15
Class B Shares
Inception (11/3/97)	-0.82	%
10 Years	-2.68
5 Years	-2.78
1 Year	-16.39
Class C Shares
Inception (8/4/97)	-1.12	%
10 Years	-2.82
5 Years	-2.39
1 Year	-12.86
Class R Shares
10 Years	-2.29	%
5 Years	-1.90
1 Year	-11.51
Class Y Shares
10 Years	-2.08	%
5 Years	-1.60
1 Year	-11.05

Performance includes litigation proceeds. Had these proceeds not been received, total return would have been lower.

     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class R shares do not have a front-end sales charge; returns shown are at net asset value and do not reflect a 0.75% CDSC that may be imposed on a total redemption of retirement plan assets within the first year. Class Y shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.

     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.

1 Total annual operating expenses less contractual advisory fee waivers by the advisor in effect through at least December 31, 2012. See current prospectus for more information.

Class R shares’ inception date is June 3, 2002. Returns since that date are historical returns. All other returns are blended returns of historical Class R share performance and restated Class A share performance (for periods prior to the inception date of Class R shares) at net asset value, adjusted to reflect the higher Rule 12b-1 fees applicable to Class R shares. Class A shares’ inception date is April 30, 1976.

     Class Y shares’ inception date is October 3, 2008; returns since that date are actual returns. All other returns are blended returns of actual Class Y share performance and restated Class A share performance (for periods prior to the inception date of Class Y shares) at net asset value. The restated Class A share performance reflects the Rule 12b-1 fees applicable to Class A shares as well as any fee waivers or expense reimbursements received by Class A shares. Class A shares’ inception date is April 30, 1976.

     The performance data quoted represent past performance and cannot guarantee comparable future results;

current performance may be lower or higher. Please visit invescoaim.com for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.

     The net annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R and Class Y shares was 1.26%, 2.01%, 2.01%, 1.51% and 1.01%, respectively.¹ The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R and Class Y shares was 1.28%, 2.03%, 2.03%, 1.53% and 1.03%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

7                   AIM Constellation Fund

AIM Constellation Fund’s investment objective is growth of capital.

n	Unless otherwise stated, information presented in this report is as of October 31,2009, and is based on total net assets.
n	Unless otherwise noted, all data provided by Invesco Aim.

About share classes

n	Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any AIM fund. Please see the prospectus for more information.
n	Class R shares are available only to certain retirement plans. Please see the prospectus for more information.
n	Class Y shares are available to only certain investors. Please see the prospectus for more information.

Principal risks of investing in the Fund

n	Prices of equity securities change in response to many factors, including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity.
n	Foreign securities have additional risks, including exchange rate changes, political and economic upheaval, relative lack of information, relatively low market liquidity, and the potential lack of strict financial and accounting controls and standards.
n	Leveraging entails risks such as magnifying changes in the value of the portfolio’s securities.
n	Since a large percentage of the Fund’s assets may be invested in securities of a limited number of companies, each investment has a greater effect on the Fund’s overall performance, and any change in the value of those securities could significantly affect the value of your investment in the Fund.
n	The prices of securities held by the Fund may decline in response to market risks.
n	Investing in a fund that invests in smaller companies involves risks not associated with investing in more established companies, such as business risk, stock price fluctuations and illiquidity.

About indexes used in this report

n	The S&P 500® Index is a market capitalization-weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity and their industry.
n	The Russell 1000® Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Russell 1000 Growth Index is a trademark/ service mark of the Frank Russell Company. Russell® is a trademark of the Frank Russell Company.
n	The Lipper Multi-Cap Growth Funds Index is an equally weighted representation of the largest funds in the Lipper Multi-Cap Growth Funds category. These funds typically have an above-average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P Composite 1500 Index.
n	The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
n	A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of an index of funds reflects fund expenses; performance of a market index does not.

Other information

n	The Chartered Financial Analysts® (CFA®) designation is globally recognized and attests to a charter-holder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
n	The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
n	Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

Fund Nasdaq Symbols
Class A Shares	CSTGX
Class B Shares	CSTBX
Class C Shares	CSTCX
Class R Shares	CSTRX
Class Y Shares	CSTYX

8                  AIM Constellation Fund

Schedule of Investments^(a)

October 31, 2009

	Shares		Value
Common Stocks & Other Equity Interests–98.07%
Aerospace & Defense–4.28%
General Dynamics Corp.		223,616	$	14,020,723
Goodrich Corp.		259,247		14,090,075
Honeywell International Inc.		428,352		15,373,553
Lockheed Martin Corp.		147,188		10,125,063
Rockwell Collins, Inc.		404,130		20,360,069
United Technologies Corp.		908,309		55,815,588
				129,785,071
Air Freight & Logistics–0.47%
Expeditors International of Washington, Inc.		443,244		14,281,322
Apparel Retail–1.89%
Aeropostale, Inc.(b)		164,045		6,156,609
American Eagle Outfitters, Inc.		348,594		6,096,909
Gap, Inc. (The)		2,109,366		45,013,870
				57,267,388
Application Software–0.41%
Adobe Systems Inc.(b)		373,969		12,318,539
Asset Management & Custody Banks–0.77%
BlackRock, Inc.		51,496		11,148,369
T. Rowe Price Group Inc.		249,856		12,175,483
				23,323,852
Auto Parts & Equipment–1.40%
Autoliv, Inc. (Sweden)(b)		259,350		8,708,973
BorgWarner, Inc.(b)		191,933		5,819,409
Gentex Corp.		445,447		7,131,606
Johnson Controls, Inc.		872,162		20,862,115
				42,522,103
Automobile Manufacturers–0.66%
Toyota Motor Corp. (Japan)		501,900		19,866,668
Automotive Retail–0.33%
AutoZone, Inc.(b)		75,065		10,157,045
Biotechnology–3.06%
Amgen Inc.(b)		653,954		35,136,948
Gilead Sciences, Inc.(b)		1,356,161		57,704,651
				92,841,599
Communications Equipment–5.43%
Cisco Systems, Inc.(b)		2,037,876		46,565,467
QUALCOMM Inc.		1,390,401		57,576,505
Research In Motion Ltd. (Canada)(b)		1,030,602		60,527,255
				164,669,227
Computer & Electronics Retail–0.31%
Best Buy Co., Inc.		247,905		9,465,013
Computer Hardware–5.39%
Apple Inc.(b)		345,731		65,170,293
Dell Inc.(b)		686,445		9,946,588
Hewlett-Packard Co.		537,519		25,510,652
International Business Machines Corp.		520,869		62,822,010
				163,449,543
Computer Storage & Peripherals–0.41%
QLogic Corp.(b)		440,960		7,734,438
STEC Inc.(b)(c)		226,343		4,825,633
				12,560,071
Construction & Engineering–0.52%
Fluor Corp.		354,408		15,742,803
Construction, Farm Machinery & Heavy Trucks–0.31%
Komatsu Ltd. (Japan)		481,400		9,357,877
Consumer Finance–0.38%
American Express Co.		329,164		11,468,074
Data Processing & Outsourced Services–3.59%
Alliance Data Systems Corp.(b)(c)		256,133		14,082,192
MasterCard, Inc.–Class A		318,992		69,865,628
Visa Inc.–Class A		329,666		24,975,496
				108,923,316
Department Stores–2.97%
J.C. Penney Co., Inc.		1,339,046		44,362,594
Kohl’s Corp.(b)		797,257		45,619,046
				89,981,640
Diversified Metals & Mining–1.88%
BHP Billiton Ltd. (Australia)		409,701		13,449,463
Freeport-McMoRan Copper & Gold Inc.		369,874		27,133,957
Rio Tinto PLC (United Kingdom)		373,420		16,502,718
				57,086,138
Education Services–1.15%
Apollo Group, Inc.–Class A(b)		612,446		34,970,667

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

9        AIM Constellation Fund

	Shares		Value
Electrical Components & Equipment–1.04%
Cooper Industries PLC–Class A (Ireland)		818,708	$	31,675,813
Electronic Components–0.68%
Corning Inc.		1,405,637		20,536,357
Electronic Manufacturing Services–1.20%
Flextronics International Ltd. (Singapore)(b)		2,993,536		19,398,113
Tyco Electronics Ltd. (Switzerland)		797,256		16,941,690
				36,339,803
Environmental & Facilities Services–0.78%
Waste Management, Inc.		790,171		23,610,310
Fertilizers & Agricultural Chemicals–0.38%
Monsanto Co.		170,528		11,456,071
Footwear–0.58%
NIKE, Inc.–Class B		285,079		17,726,212
Gas Utilities–0.39%
EQT Corp.		285,056		11,932,444
General Merchandise Stores–1.21%
Dollar Tree, Inc.(b)		810,497		36,577,730
Health Care Distributors–0.39%
McKesson Corp.		200,249		11,760,624
Health Care Equipment–2.99%
Baxter International Inc.		1,021,083		55,199,747
Medtronic, Inc.		639,190		22,819,083
Varian Medical Systems, Inc.(b)		309,634		12,688,801
				90,707,631
Health Care Services–2.24%
Express Scripts, Inc.(b)		491,874		39,310,570
Laboratory Corp. of America Holdings(b)		155,830		10,735,129
Medco Health Solutions, Inc.(b)		320,174		17,968,165
				68,013,864
Home Improvement Retail–2.06%
Home Depot, Inc. (The)		1,157,022		29,029,682
Lowe’s Cos., Inc.		1,710,126		33,467,166
				62,496,848
Homefurnishing Retail–0.38%
Bed Bath & Beyond Inc.(b)		329,263		11,593,350
Hotels, Resorts & Cruise Lines–0.94%
Carnival Corp.(b)(d)		974,086		28,365,384
Household Products–1.05%
Clorox Co. (The)		265,873		15,747,658
Colgate-Palmolive Co.		205,298		16,142,582
				31,890,240
Human Resource & Employment Services–0.30%
Robert Half International, Inc.		387,023		8,978,934
Hypermarkets & Super Centers–1.97%
Costco Wholesale Corp.		628,394		35,724,199
Wal-Mart Stores, Inc.		480,556		23,874,022
				59,598,221
Industrial Conglomerates–0.30%
McDermott International, Inc.(b)		409,819		9,110,276
Industrial Machinery–1.41%
Illinois Tool Works Inc.		245,175		11,258,436
Ingersoll-Rand PLC (Ireland)		804,240		25,405,941
Valmont Industries, Inc.		85,218		6,158,705
				42,823,082
Integrated Oil & Gas–2.36%
Exxon Mobil Corp.		491,441		35,221,577
Occidental Petroleum Corp.		480,580		36,466,410
				71,687,987
Internet Retail–1.63%
Amazon.com, Inc.(b)		256,472		30,471,438
Priceline.com Inc.(b)		119,806		18,904,189
				49,375,627
Internet Software & Services–2.87%
Google Inc.–Class A(b)		145,216		77,853,202
VeriSign, Inc.(b)		399,927		9,122,335
				86,975,537
Investment Banking & Brokerage–1.37%
Charles Schwab Corp. (The)		1,240,478		21,509,888
Goldman Sachs Group, Inc. (The)		117,580		20,008,589
				41,518,477
IT Consulting & Other Services–1.91%
Amdocs Ltd.(b)		603,300		15,203,160
Cognizant Technology Solutions Corp.–Class A(b)		1,106,125		42,751,731
				57,954,891
Life Sciences Tools & Services–0.67%
Thermo Fisher Scientific, Inc.(b)		449,035		20,206,575
Managed Health Care–0.76%
UnitedHealth Group Inc.		886,930		23,015,834

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

10        AIM Constellation Fund

	Shares		Value
Oil & Gas Drilling–0.50%
Transocean Ltd.(b)		181,432	$	15,223,959
Oil & Gas Equipment & Services–2.14%
Baker Hughes Inc.		292,057		12,286,838
Cameron International Corp.(b)		514,026		19,003,541
Halliburton Co.		394,450		11,521,885
Schlumberger Ltd.		199,867		12,431,727
Weatherford International Ltd.(b)		556,188		9,749,976
				64,993,967
Oil & Gas Exploration & Production–1.89%
Apache Corp.		183,417		17,263,208
Devon Energy Corp.		430,466		27,855,455
XTO Energy, Inc.		293,065		12,179,781
				57,298,444
Other Diversified Financial Services–0.94%
JPMorgan Chase & Co.		684,849		28,606,143
Packaged Foods & Meats–1.66%
General Mills, Inc.		395,496		26,071,096
Kellogg Co.		470,207		24,234,469
				50,305,565
Pharmaceuticals–3.01%
Abbott Laboratories		1,058,953		53,551,253
Johnson & Johnson		386,574		22,827,195
Shire PLC (United Kingdom)		834,857		14,764,697
				91,143,145
Property & Casualty Insurance–1.25%
ACE Ltd. (Switzerland)(b)		535,351		27,495,627
Chubb Corp. (The)		217,504		10,553,294
				38,048,921
Publishing–0.02%
Morningstar, Inc.(b)		14,459		737,698
Railroads–0.88%
Norfolk Southern Corp.		271,637		12,663,717
Union Pacific Corp.		253,631		13,985,213
				26,648,930
Restaurants–0.79%
Krispy Kreme Doughnuts Inc.–Wts., expiring 03/02/12(e)		19,296		1,351
McDonald’s Corp.		409,629		24,008,355
				24,009,706
Semiconductor Equipment–1.89%
Applied Materials, Inc.		796,013		9,711,359
ASML Holding N.V. (Netherlands)		1,344,395		36,187,465
KLA-Tencor Corp.		350,082		11,381,166
				57,279,990
Semiconductors–4.96%
Altera Corp.		1,305,290		25,831,689
Intel Corp.		2,013,376		38,475,615
Netlogic Microsystems Inc.(b)		77,263		2,936,767
NVIDIA Corp.(b)		809,645		9,683,354
PMC-Sierra, Inc.(b)		349,856		2,980,773
Taiwan Semiconductor Manufacturing Co. Ltd.–ADR (Taiwan)		3,240,980		30,918,949
Texas Instruments Inc.		686,485		16,098,073
Xilinx, Inc.		1,079,758		23,484,737
				150,409,957
Soft Drinks–1.80%
PepsiCo, Inc.		902,864		54,668,415
Specialized Finance–1.62%
CME Group Inc.		80,687		24,416,693
IntercontinentalExchange Inc.(b)		211,300		21,170,147
Verisk Analytics, Inc.–Class A(b)		127,215		3,489,508
				49,076,348
Steel–0.26%
United States Steel Corp.		230,782		7,959,671
Systems Software–4.37%
Check Point Software Technologies Ltd. (Israel)(b)		1,612,760		50,108,453
McAfee Inc.(b)		707,862		29,645,261
Microsoft Corp.		1,903,480		52,783,500
				132,537,214
Trading Companies & Distributors–0.56%
W.W. Grainger, Inc.		180,460		16,914,516
Wireless Telecommunication Services–2.06%
KDDI Corp. (Japan)		11,754		62,476,834
Total Common Stocks & Other Equity Interests (Cost $2,717,816,795)				2,974,305,501

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

11        AIM Constellation Fund

	Shares		Value
Money Market Funds–2.59%
Liquid Assets Portfolio–Institutional Class(f)		39,288,848	$	39,288,848
Premier Portfolio–Institutional Class(f)		39,288,848		39,288,848
Total Money Market Funds (Cost $78,577,696)				78,577,696
TOTAL INVESTMENTS (excluding investments purchased with cash collateral from securities on loan)–100.66% (Cost $2,796,394,491)				3,052,883,197
Investments Purchased with Cash Collateral from Securities on Loan
Money Market Funds–0.50%
Liquid Assets Portfolio–Institutional Class (Cost $15,022,130)(f)(g)		15,022,130		15,022,130
TOTAL INVESTMENTS–101.16% (Cost $2,811,416,621)				3,067,905,327
OTHER ASSETS LESS LIABILITIES–(1.16)%				(35,048,329	)
NET ASSETS–100.00%			$	3,032,856,998

Investment Abbreviations:

ADR	– American Depositary Receipt
Wts.	– Warrants

Notes to Schedule of Investments:

(a)	Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b)	Non-income producing security.
(c)	All or a portion of this security was out on loan at October 31, 2009.
(d)	Each unit represents one common share with paired trust share.
(e)	Non-income producing security acquired through a class action.
(f)	The money market fund and the Fund are affiliated by having the same investment advisor.
(g)	The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 1I.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

12        AIM Constellation Fund

Statement of Assets and Liabilities

October 31, 2009

Assets:
Investments, at value (Cost $2,717,816,795)*	$	2,974,305,501
Investments in affiliated money market funds, at value and cost		93,599,826
Total investments, at value (Cost $2,811,416,621)		3,067,905,327
Cash		464,738
Receivables for:
Investments sold		853,259
Fund shares sold		548,702
Dividends		3,395,218
Investment for trustee deferred compensation and retirement plans		469,698
Other assets		114,282
Total assets		3,073,751,224
Liabilities:
Payables for:
Investments purchased		11,303,681
Fund shares reacquired		9,921,906
Collateral upon return of securities loaned		15,022,130
Accrued fees to affiliates		2,580,155
Accrued other operating expenses		327,911
Trustee deferred compensation and retirement plans		1,738,443
Total liabilities		40,894,226
Net assets applicable to shares outstanding	$	3,032,856,998
Net assets consist of:
Shares of beneficial interest	$	4,330,927,275
Undistributed net investment income		8,076,112
Undistributed net realized gain (loss)		(1,562,496,366	)
Unrealized appreciation		256,349,977
	$	3,032,856,998
Net Assets:
Class A	$	2,684,240,052
Class B	$	179,737,382
Class C	$	101,670,545
Class R	$	8,987,270
Class Y	$	13,002,898
Institutional Class	$	45,218,851
Shares outstanding, $0.001 par value per share, unlimited number of shares authorized:
Class A		143,878,958
Class B		10,664,260
Class C		6,034,878
Class R		488,485
Class Y		694,935
Institutional Class		2,184,560
Class A:
Net asset value per share	$	18.66
Maximum offering price per share (Net asset value of $18.66 divided by 94.50%)	$	19.75
Class B:
Net asset value and offering price per share	$	16.85
Class C:
Net asset value and offering price per share	$	16.85
Class R:
Net asset value and offering price per share	$	18.40
Class Y:
Net asset value and offering price per share	$	18.71
Institutional Class:
Net asset value and offering price per share	$	20.70

*  At October 31, 2009, securities with an aggregate value of $14,174,164 were on loan to brokers.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

13        AIM Constellation Fund

Statement of Operations

For the year ended October 31, 2009

Investment income:
Dividends (net of foreign withholding taxes of $386,006)	$	53,972,481
Dividends from affiliated money market funds (includes securities lending income of $72,122)		1,453,098
Interest		30,999
Total investment income		55,456,578
Expenses:
Advisory fees		18,937,233
Administrative services fees		588,434
Custodian fees		127,951
Distribution fees:
Class A		6,545,561
Class B		2,086,263
Class C		1,007,270
Class R		41,948
Transfer agent fees — A, B, C, R and Y		14,449,648
Transfer agent fees — Institutional		34,253
Trustees’ and officers’ fees and benefits		107,969
Other		931,555
Total expenses		44,858,085
Less: Fees waived, expenses reimbursed and expense offset arrangement(s)		(731,192	)
Net expenses		44,126,893
Net investment income		11,329,685
Realized and unrealized gain (loss) from:
Net realized gain (loss) from:
Investment securities (includes net gains (losses) from securities sold to affiliates of $(155,199))		(1,139,403,837	)
Foreign currencies		(1,797,219	)
		(1,141,201,056	)
Change in net unrealized appreciation (depreciation) of:
Investment securities		1,240,631,940
Foreign currencies		(275,134	)
		1,240,356,806
Net realized and unrealized gain		99,155,750
Net increase (decrease) in net assets resulting from operations	$	110,485,435

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

14        AIM Constellation Fund

Statement of Changes in Net Assets

For the years ended October 31, 2009 and 2008

	2009			2008
Operations:
Net investment income (loss)	$	11,329,685		$	(13,968,239	)
Net realized gain (loss)		(1,141,201,056	)		144,896,188
Change in net unrealized appreciation (depreciation)		1,240,356,806			(2,977,193,269	)
Net increase (decrease) in net assets resulting from operations		110,485,435			(2,846,265,320	)
Share transactions-net:
Class A		(366,003,872	)		(783,183,615	)
Class B		(101,396,228	)		(280,841,384	)
Class C		(16,333,710	)		(44,285,362	)
Class R		(408,646	)		1,105,369
Class Y		6,095,856			6,556,928
Institutional Class		(8,704,465	)		(20,137,169	)
Net increase (decrease) in net assets resulting from share transactions		(486,751,065	)		(1,120,785,233	)
Net increase (decrease) in net assets		(376,265,630	)		(3,967,050,553	)
Net assets:
Beginning of year		3,409,122,628			7,376,173,181
End of year (includes undistributed net investment income (loss) of $8,076,112 and $(1,889,827), respectively)	$	3,032,856,998		$	3,409,122,628

Notes to Financial Statements

October 31, 2009

NOTE 1—Significant Accounting Policies

AIM Constellation Fund (the “Fund”) is a series portfolio of AIM Equity Funds (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of eight separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.

  The Fund’s investment objective is growth of capital.

  The Fund currently consists of six different classes of shares: Class A, Class B, Class C, Class R, Class Y and Institutional Class. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waiver shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class R, Class Y and Institutional Class shares are sold at net asset value. Under certain circumstances, Class R shares are subject to a CDSC. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.

  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A.	Security Valuations — Securities, including restricted securities, are valued according to the following policy.
	A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
	Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
	Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as

15        AIM Constellation Fund

	institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
	Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
	Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities and Corporate Loans. The mean between the last bid and asked prices may be used to value debt obligations other than Corporate Loans.
	Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.
	Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B.	Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date.
	The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain/loss for investments no longer held and as unrealized gain/loss for investments still held.
	Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the advisor.
	The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C.	Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment advisor may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D.	Distributions — Distributions from income and net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E.	Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
	The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F.	Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to the Institutional Class are charged to such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.

16        AIM Constellation Fund

G.	Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print, which is generally 45 days from the period-end date.
H.	Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I.	Securities Lending — The Fund may lend portfolio securities having a market value up to one-third of the Fund’s total assets. Such loans are secured by collateral equal to no less than the market value of the loaned securities determined daily by the securities lending provider. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its sponsored agencies. Cash collateral received in connection with these loans is invested in short-term money market instruments or affiliated money market funds and is shown as such on the Schedule of Investments. It is the Fund’s policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. Upon the failure of the borrower to return the securities, collateral may be liquidated and the securities may be purchased on the open market to replace the loaned securities. The Fund could experience delays and costs in gaining access to the collateral. The Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, is included in Dividends from affiliates on the Statement of Operations. The aggregate value of securities out on loan is shown as a footnote on the Statement of Assets and Liabilities, if any.
J.	Foreign Currency Translations — Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (i) sales of foreign currencies, (ii) currency gains or losses realized between the trade and settlement dates on securities transactions, and (iii) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.
	The Fund may invest in foreign securities which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable.
K.	Foreign Currency Contracts — The Fund may enter into foreign currency contracts to manage or minimize currency or exchange rate risk. The Fund may also enter into foreign currency contracts for the purchase or sale of a security denominated in a foreign currency in order to “lock in” the U.S. dollar price of that security. A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The use of foreign currency contracts does not eliminate fluctuations in the price of the underlying securities the Fund owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the contract date and reporting date exchange rates and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded. Realized and unrealized gains (losses) on the contracts are included in the Statement of Operations. The primary risks associated with foreign currency contracts include failure of the counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks may be in excess of the amounts reflected in the Statement of Assets and Liabilities.

NOTE 2—Advisory Fees and Other Fees Paid to Affiliates

The Trust has entered into a master investment advisory agreement with Invesco Aim Advisors, Inc. (the “Advisor” or “Invesco Aim”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Advisor based on the annual rate of the Fund’s average daily net assets as follows:

Average Net Assets	Rate
First $150 million		0	.80%
Over $150 million		0	.625%

17        AIM Constellation Fund

  Through December 31, 2012, the Advisor has contractually agreed to waive advisory fees to the extent necessary so that the advisory fees payable by the Fund (based on the Fund’s average daily net assets) do not exceed the annual rate of:

Average Net Assets	Rate
First $250 million		0	.695%
Next $4 billion		0	.615%
Next $750 million		0	.595%
Next $2.5 billion		0	.57%
Next $2.5 billion		0	.545%
Over $10 billion		0	.52%

  Under the terms of a master sub-advisory agreement approved by shareholders of the Fund between the Advisor and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisors”) the Advisor, not the Fund, may pay 40% of the fees paid to the Advisor to any such Affiliated Sub-Advisor(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Advisor(s).

  Effective July 1, 2009, the Advisor has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual operating expenses (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y and Institutional Class shares to 2.00%, 2.75%, 2.75%, 2.25%, 1.75% and 1.75% of average daily net assets, respectively, through at least February 28, 2011. In determining the advisor’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the net annual operating expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items or non-routine items; (v) expenses related to a merger or reorganization, as approved by the Fund’s Board of Trustees; and (vi) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Currently, in addition to the expense reimbursement arrangement with Invesco Ltd. (“Invesco”) described more fully below, the expense offset arrangements from which the Fund may benefit are in the form of credits that the Fund receives from banks where the Fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the Fund. The Advisor did not waive fees and/or reimburse expenses during the period under this expense limitation.

  Further, the Advisor has contractually agreed, through at least June 30, 2010, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Advisor receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.

  For the year ended October 31, 2009, the Advisor waived advisory fees of $547,749.

  At the request of the Trustees of the Trust, Invesco agreed to reimburse expenses incurred by the Fund in connection with market timing matters in the AIM Funds, which may include legal, audit, shareholder reporting, communications and trustee expenses. These expenses along with the related expense reimbursement are included in the Statement of Operations. For the year ended October 31, 2009, Invesco reimbursed expenses of the Fund in the amount of $14,764.

  The Trust has entered into a master administrative services agreement with Invesco Aim pursuant to which the Fund has agreed to pay Invesco Aim for certain administrative costs incurred in providing accounting services to the Fund. For the year ended October 31, 2009, expenses incurred under the agreement are shown in the Statement of Operations as administrative services fees.

  The Trust has entered into a transfer agency and service agreement with Invesco Aim Investment Services, Inc. (“IAIS”) pursuant to which the Fund has agreed to pay IAIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IAIS for certain expenses incurred by IAIS in the course of providing such services. IAIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IAIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended October 31, 2009, expenses incurred under the agreement are shown in the Statement of Operations as transfer agent fees.

  The Trust has entered into master distribution agreements with Invesco Aim Distributors, Inc. (“IADI”) to serve as the distributor for the Class A, Class B, Class C, Class R, Class Y and Institutional Class shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class B, Class C and Class R shares (collectively the “Plans”). The Fund, pursuant to the Plans, pays IADI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares, 1.00% of the average daily net assets of Class B and Class C shares and 0.50% of the average daily net assets of Class R shares. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges that may be paid by any class of shares of the Fund. For the year ended October 31, 2009, expenses incurred under the Plans are shown in the Statement of Operations as distribution fees.

  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended October 31, 2009, IADI advised the Fund that IADI retained $275,222 in front-end sales commissions from the sale of Class A shares and $1,268, $320,406, $4,960 and $0 from Class A, Class B, Class C and Class R shares, respectively, for CDSC imposed on redemptions by shareholders.

  Certain officers and trustees of the Trust are officers and directors of Invesco Aim, IAIS and/or IADI.

18        AIM Constellation Fund

NOTE 3—Additional Valuation Information

Generally Accepted Accounting Principles (“GAAP”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

Level 1 —	Prices are determined using quoted prices in an active market for identical assets.
Level 2 —	Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.
Level 3 —	Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

  The following is a summary of the tiered valuation input levels as of October 31, 2009. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

	Level 1		Level 2		Level 3		Total
Equity Securities	$	2,911,802,322	$	156,103,005	$	—	$	3,067,905,327

NOTE 4—Security Transactions with Affiliated Funds

The Fund is permitted to purchase or sell securities from or to certain other AIM Funds under specified conditions outlined in procedures adopted by the Board of Trustees of the Trust. The procedures have been designed to ensure that any purchase or sale of securities by the Fund from or to another fund or portfolio that is or could be considered an affiliate by virtue of having a common investment advisor (or affiliated investment advisors), common Trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price. Pursuant to these procedures, for the year ended October 31, 2009, the Fund engaged in securities purchases of $9,054,038 and securities sales of $255,854, which resulted in net realized gains (losses) of $(155,199).

NOTE 5—Expense Offset Arrangement(s)

The expense offset arrangements are comprised of (i) transfer agency credits which result from balances in Demand Deposit Accounts (DDA) used by the transfer agent for clearing shareholder transactions and (ii) custodian credits which result from periodic overnight cash balances at the custodian. For the year ended October 31, 2009, the Fund received credits from these arrangements, which resulted in the reduction of the Fund’s total expenses of $168,679.

NOTE 6—Trustees’ and Officers’ Fees and Benefits

“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various AIM Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.

  During the year ended October 31, 2009, the Fund paid legal fees of $10,587 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust.

NOTE 7—Cash Balances

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with The State Street Bank and Trust Company, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (i) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (ii) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco Aim, not to exceed the contractually agreed upon rate.

19        AIM Constellation Fund

NOTE 8—Distributions to Shareholders and Tax Components of Net Assets

There were no ordinary income or long-term gain distributions paid during the years ended October 31, 2009 and 2008.

Tax Components of Net Assets at Period-End:

	2009
Undistributed ordinary income	$	9,871,797
Net unrealized appreciation — investments		256,151,431
Net unrealized appreciation (depreciation) — other investments		(138,729	)
Temporary book/tax differences		(1,795,685	)
Capital loss carryforward		(1,562,159,091	)
Shares of beneficial interest		4,330,927,275
Total net assets	$	3,032,856,998

  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation difference is attributable primarily to wash sales.

  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions. Under these limitation rules, the Fund is limited to utilizing $1,562,159,091 of capital loss carryforward in the fiscal year ending October 31, 2010.

  The Fund has a capital loss carryforward as of October 31, 2009 which expires as follows:

	Capital Loss
Expiration	Carryforward*
October 31, 2010	$	196,611,268
October 31, 2011		222,860,251
October 31, 2017		1,142,687,572
Total capital loss carryforward	$	1,562,159,091

*  Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.

NOTE 9—Investment Securities

The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended October 31, 2009 was $2,576,607,099 and $2,967,718,221, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.

Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
Aggregate unrealized appreciation of investment securities	$	361,022,022
Aggregate unrealized (depreciation) of investment securities		(104,870,591	)
Net unrealized appreciation of investment securities	$	256,151,431
Cost of investments for tax purposes is $2,811,753,896.

NOTE 10—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of expired capital loss carryforward and current year capital loss carryforward, on October 31, 2009, undistributed net investment income was decreased by $1,363,746, undistributed net realized gain (loss) was increased by $62,163,188 and shares of beneficial interest decreased by $60,799,442. This reclassification had no effect on the net assets of the Fund.

20        AIM Constellation Fund

NOTE 11—Share Information

	Summary of Share Activity
	Year ended October 31,
	2009(a)						2008
	Shares			Amount			Shares			Amount
Sold:
Class A		5,007,366		$	84,243,733			5,769,408		$	145,527,680
Class B		1,125,333			17,140,171			1,263,902			29,400,488
Class C		481,497			7,288,076			681,560			15,975,792
Class R		139,678			2,306,317			177,334			4,500,006
Class Y(b)		567,176			9,361,384			332,834			6,652,434
Institutional Class		486,976			9,131,705			775,039			22,050,482
Automatic conversion of Class B shares to Class A shares:
Class A		4,544,000			75,391,717			7,351,589			183,823,155
Class B		(5,004,535	)		(75,391,717	)		(8,049,647	)		(183,823,155	)
Reacquired:
Class A(b)		(31,210,781	)		(525,639,322	)		(45,097,498	)		(1,112,534,450	)
Class B		(2,843,381	)		(43,144,682	)		(5,405,052	)		(126,418,717	)
Class C		(1,550,177	)		(23,621,786	)		(2,565,865	)		(60,261,154	)
Class R		(161,419	)		(2,714,963	)		(139,860	)		(3,394,637	)
Class Y		(199,592	)		(3,265,528	)		(5,483	)		(95,506	)
Institutional Class		(963,246	)		(17,836,170	)		(1,495,988	)		(42,187,651	)
Net increase (decrease) in share activity		(29,581,105	)	$	(486,751,065	)		(46,407,727	)	$	(1,120,785,233	)

(a)

There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 24% of the outstanding shares of the Fund. IADI has an agreement with these entities to sell Fund shares. The Fund, Invesco Aim and/or Invesco Aim affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco Aim and/or Invesco Aim affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

(b)

Effective upon the commencement date of Class Y shares, October 3, 2008, the following shares were converted from Class A shares into Class Y shares of the Fund:

Class	Shares			Amount
Class Y		331,988		$	6,636,438
Class A		(331,988	)		(6,636,438	)

21        AIM Constellation Fund

NOTE 12—Financial Highlights

The following schedule presents financial highlights for each share of the Fund outstanding throughout the periods indicated.

																			Ratio of			Ratio of
																			expenses			expenses
						Net gains													to average			to average net			Ratio of net
	Net asset		Net			(losses) on													net assets			assets without			investment
	value,		investment			securities (both			Total from			Net asset					Net assets,		with fee waivers			fee waivers			income (loss)
	beginning		income			realized and			investment			value, end		Total			end of period		and/or expenses			and/or expenses			to average			Portfolio
	of period		(loss)			unrealized)			operations			of period		Return(a)			(000s omitted)		absorbed			absorbed			net assets			turnover(b)
Class A
Year ended 10/31/09	$	17.79	$	0.08	(c)	$	0.79	(d)	$	0.87		$	18.66		4.89	%(d)	$	2,684,240		1.42	%e)		1.44	%(e)		0.44	%(e)		90	%
Year ended 10/31/08		31.12		(0.04	)(c)		(13.29	)		(13.33	)		17.79		(42.83	)		2,945,536		1.25			1.27			(0.16	)		96
Year ended 10/31/07		25.56		(0.07	)(c)		5.63			5.56			31.12		21.75			6,145,755		1.17			1.20			(0.25	)		68
Year ended 10/31/06		23.63		(0.06	)(c)		1.99			1.93			25.56		8.17			6,374,641		1.21			1.24			(0.24	)		123
Year ended 10/31/05		21.27		(0.02	)(f)		2.38			2.36			23.63		11.10			4,461,224		1.29			1.31			(0.06	)(f)		59
Class B
Year ended 10/31/09		16.20		(0.05	)(c)		0.70	(d)		0.65			16.85		4.01	(d)		179,737		2.17	(e)		2.19	(e)		(0.31	)(e)		90
Year ended 10/31/08		28.54		(0.21	)(c)		(12.13	)		(12.34	)		16.20		(43.24	)		281,592		2.00			2.02			(0.91	)		96
Year ended 10/31/07		23.62		(0.25	)(c)		5.17			4.92			28.54		20.83			844,018		1.92			1.95			(1.00	)		68
Year ended 10/31/06		22.00		(0.23	)(c)		1.85			1.62			23.62		7.36			1,008,799		1.96			1.99			(0.99	)		123
Year ended 10/31/05		19.95		(0.19	)(f)		2.24			2.05			22.00		10.28			531,341		2.01			2.03			(0.78	)(f)		59
Class C
Year ended 10/31/09		16.19		(0.05	)(c)		0.71	(d)		0.66			16.85		4.08	(d)		101,671		2.17	(e)		2.19	(e)		(0.31	)(e)		90
Year ended 10/31/08		28.52		(0.21	)(c)		(12.12	)		(12.33	)		16.19		(43.23	)		115,004		2.00			2.02			(0.91	)		96
Year ended 10/31/07		23.61		(0.25	)(c)		5.16			4.91			28.52		20.80			256,377		1.92			1.95			(1.00	)		68
Year ended 10/31/06		21.99		(0.23	)(c)		1.85			1.62			23.61		7.37			274,187		1.96			1.99			(0.99	)		123
Year ended 10/31/05		19.94		(0.19	)(f)		2.24			2.05			21.99		10.28			132,056		2.01			2.03			(0.78	)(f)		59
Class R
Year ended 10/31/09		17.59		0.03	(c)		0.78	(d)		0.81			18.40		4.60	(d)		8,987		1.67	(e)		1.69	(e)		0.19	(e)		90
Year ended 10/31/08		30.84		(0.10	)(c)		(13.15	)		(13.25	)		17.59		(42.96	)		8,976		1.50			1.52			(0.41	)		96
Year ended 10/31/07		25.41		(0.14	)(c)		5.57			5.43			30.84		21.37			14,580		1.42			1.45			(0.50	)		68
Year ended 10/31/06		23.54		(0.12	)(c)		1.99			1.87			25.41		7.94			12,982		1.46			1.49			(0.49	)		123
Year ended 10/31/05		21.24		(0.06	)(f)		2.36			2.30			23.54		10.83			7,467		1.51			1.53			(0.28	)(f)		59
Class Y
Year ended 10/31/09		17.80		0.12	(c)		0.79	(d)		0.91			18.71		5.11	(d)		13,003		1.17	(e)		1.19	(e)		0.69	(e)		90
Year ended 10/31/08(g)		19.99		0.00	(c)		(2.19	)		(2.19	)		17.80		(10.96	)		5,827		1.05	(h)		1.07	(h)		0.04	(h)		96
Institutional Class
Year ended 10/31/09		19.61		0.21	(c)		0.88	(d)		1.09			20.70		5.56	(d)		45,219		0.75	(e)		0.77	(e)		1.11	(e)		90
Year ended 10/31/08		34.14		0.09	(c)		(14.62	)		(14.53	)		19.61		(42.56	)		52,187		0.78			0.80			0.31			96
Year ended 10/31/07		27.92		0.06	(c)		6.16			6.22			34.14		22.28			115,443		0.71			0.74			0.21			68
Year ended 10/31/06		25.69		0.06	(c)		2.17			2.23			27.92		8.68			104,416		0.75			0.78			0.22			123
Year ended 10/31/05		23.01		0.10	(f)		2.58			2.68			25.69		11.65			192,498		0.76			0.78			0.47	(f)		59

(a)	Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(b)	Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(c)	Calculated using average shares outstanding.
(d)	Includes litigation proceeds received during the period. Had the litigation proceeds not been received, net gains on securities (both realized and unrealized) per share would have been $0.61, $0.52, $0.53, $0.60, $0.61 and $0.70 for Class A, Class B, Class C, Class R, Class Y and Institutional Class shares, respectively and total returns would have been lower.
(e)	Ratios are based on average daily net assets (000’s omitted) of $2,618,224, $208,626, $100,727, $8,390, $8,799 and $43,191 for Class A, Class B, Class C, Class R, Class Y and Institutional Class shares, respectively.
(f)	Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets excluding the special dividend are $(0.09) and(0.36)%; $(0.26) and (1.08)%; $(0.26) and (1.08)%; $(0.13) and (0.58)% and $0.03 and 0.17% for Class A, Class B, Class C, Class R and Institutional Class shares, respectively.
(g)	Commencement date of October 3, 2008.
(h)	Annualized.

22        AIM Constellation Fund

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of AIM Equity Funds

and Shareholders of AIM Constellation Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of AIM Constellation Fund (one of the funds constituting AIM Equity Funds, hereafter referred to as the “Fund”) at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

December 15, 2009

Houston, Texas

23        AIM Constellation Fund

Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2009 through October 31, 2009.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

							HYPOTHETICAL
							(5% annual return before
			ACTUAL				expenses)
	Beginning		Ending		Expenses		Ending		Expenses		Annualized
	Account Value		Account Value		Paid During		Account Value		Paid During		Expense
Class	(05/01/09)		(10/31/09)1		Period2		(10/31/09)		Period2		Ratio
A	$	1,000.00	$	1,151.20	$	7.32	$	1,018.40	$	6.87		1.35	%
B		1,000.00		1,147.00		11.36		1,014.62		10.66		2.10
C		1,000.00		1,147.80		11.37		1,014.62		10.66		2.10
R		1,000.00		1,150.70		8.67		1,017.14		8.13		1.60
Y		1,000.00		1,152.80		5.97		1,019.66		5.60		1.10

1	The actual ending account value is based on the actual total return of the Fund for the period May 1, 2009 through October 31, 2009, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2	Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.

24        AIM Constellation Fund

Supplement to Annual Report dated 10/31/09

AIM Constellation Fund

Institutional Class Shares

The following information has been prepared to provide Institutional Class shareholders with a performance overview specific to their holdings. Institutional Class shares are offered exclusively to institutional investors, including defined contribution plans that meet certain criteria.

Average Annual Total Returns
For periods ended 10/31/09
Inception (4/8/92)	5.97	%
10 Years	-2.54
5 Years	-2.09
1 Year	5.50
Average Annual Total Returns
For periods ended 9/30/09, the most recent calendar quarter-end
Inception (4/8/92)	6.14	%
10 Years	-1.61
5 Years	-1.16
1 Year	-10.71

Performance includes litigation proceeds. Had these proceeds not been received, total return would have been lower.

Institutional Class shares have no sales charge; therefore, performance is at net asset value (NAV). Performance of Institutional Class shares will differ from performance of other share classes primarily due to differing sales charges and class expenses.

     The net annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this supplement for Institutional Class shares was 0.79%.¹ The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this supplement for Institutional Class shares was 0.81%.The expense ratios presented above may vary from the expense ratios presented in other sections of the actual report that are based on expenses incurred during the period covered by the report.

     Please note that past performance is not indicative of future results. More recent returns may be more or less than those shown. All returns assume reinvestment of distributions at NAV. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. See full report for information on comparative benchmarks. Please consult your Fund prospectus for more information. For the most current month-end performance, please call 800 451 4246 or visit invescoaim.com.

1 Total annual operating expenses less contractual advisory fee waivers by the advisor in effect through at least December 31, 2012. See current prospectus for more information.

Nasdaq Symbol CSITX

Over for information on your Fund’s expenses.

This supplement must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

FOR INSTITUTIONAL INVESTOR USE ONLY – NOT FOR USE WITH THE PUBLIC
This material is for institutional investor use only and may not be quoted, reproduced, shown to the public or used in written form as sales literature for public use.

invescoaim.com       CST-INS-1            Invesco Aim Distributors, Inc.

Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2009 through October 31, 2009.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

HYPOTHETICAL

(5% annual return before

ACTUAL

expenses)

Beginning

Ending

Expenses

Ending

Expenses

Annualized

Account Value

Account Value

Paid During

Account Value

Paid During

Expense

Class

(05/01/09)

(10/31/09)1

Period2

(10/31/09)

Period2

Ratio

Institutional

$

1,000.00

$

1,155.80

$

3.86

$

1,021.63

$

3.62

0.71

%

1	The actual ending account value is based on the actual total return of the Fund for the period May 1, 2009 through October 31, 2009, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2	Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.

AIM Constellation Fund

Approval of Investment Advisory and Sub-Advisory Agreements

The Board of Trustees (the Board) of AIM Equity Funds is required under the Investment Company Act of 1940 to approve annually the renewal of the AIM Constellation Fund (the Fund) investment advisory agreement with Invesco Aim Advisors, Inc. (Invesco Aim) and the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 16-17, 2009, the Board as a whole, and the disinterested or “independent” Trustees voting separately, approved the continuance of the Fund’s investment advisory agreement and the sub-advisory contracts for another year, effective July 1, 2009. In doing so, the Board determined that the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and that the compensation to Invesco Aim and the Affiliated Sub-Advisers under the Fund’s investment advisory agreement and sub-advisory contracts is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees that are responsible for overseeing the management of a number of the series portfolios of the AIM Funds. This SubCommittee structure permits the Trustees to focus on the performance of the AIM Funds that have been assigned to them. The Sub-Committees meet throughout the year to review the performance of their assigned funds, and the Sub-Committees review monthly and quarterly comparative performance information and periodic asset flow data for their assigned funds. These materials are prepared under the direction and supervision of the independent Senior Officer, an officer of the AIM Funds who reports directly to the independent Trustees. Over the course of each year, the Sub-Committees meet with portfolio managers for their assigned funds and other members of management and review with these individuals the performance, investment objective(s),

policies, strategies and limitations of these funds.

     In addition to their meetings throughout the year, the Sub-Committees meet at designated contract renewal meetings each year to conduct an in-depth review of the performance, fees, expenses and other matters related to their assigned funds. During the contract renewal process, the Trustees receive comparative performance and fee data regarding the AIM Funds prepared by an independent company, Lipper, Inc. (Lipper), under the direction and supervision of the Senior Officer who also prepares a separate analysis of this information for the Trustees. Each Sub-Committee then makes recommendations to the Investments Committee regarding the fees and expenses of their assigned funds. The Investments Committee considers each Sub-Committee’s recommendations and makes its own recommendations regarding the fees and expenses of the AIM Funds to the full Board. The Investments Committee also considers each Sub-Committee’s recommendations in making its annual recommendation to the Board whether to approve the continuance of each AIM Fund’s investment advisory agreement and sub-advisory contracts for another year.

     The independent Trustees met separately during their evaluation of the Fund’s investment advisory agreement and sub-advisory contracts with independent legal counsel. The independent Trustees were also assisted in their annual evaluation of the Fund’s investment advisory agreement by the Senior Officer. One responsibility of the Senior Officer is to manage the process by which the AIM Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure that they are negotiated in a manner that is at arms’ length and reasonable. Accordingly, the Senior Officer must either supervise a competitive bidding process or prepare an independent written evaluation. The Senior Officer recommended that an independent written evaluation be provided and, at the direction of the Board, prepared an independent written evaluation.

     During the annual contract renewal process, the Board considered the factors discussed below in evaluating the fairness and reasonableness of the Fund’s investment advisory agreement and sub-advisory contracts. The Board considered all of the information pro-

vided to them, including information provided at their meetings throughout the year as part of their ongoing oversight of the Fund, and did not identify any particular factor that was controlling. Each Trustee may have evaluated the information provided differently from another Trustee and attributed different weight to the various factors. The Trustees recognized that the advisory arrangements and resulting advisory fees for the Fund and the other AIM Funds are the result of years of review and negotiation between the Trustees and Invesco Aim, that the Trustees may focus to a greater extent on certain aspects of these arrangements in some years than in others, and that the Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these same arrangements throughout the year and in prior years.

     The discussion below serves as a summary of the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. Unless otherwise stated, information set forth below is as of June 17, 2009, and does not reflect any changes that may have occurred since that date, including but not limited to changes to the Fund’s performance, advisory fees, expense limitations and/or fee waivers.

Factors and Conclusions and Summary of Independent Written Fee Evaluation

A. Nature, Extent and Quality of Services Provided by Invesco Aim

The Board reviewed the advisory services provided to the Fund by Invesco Aim under the Fund’s investment advisory agreement, the performance of Invesco Aim in providing these services, and the credentials and experience of the officers and employees of Invesco Aim who provide these services. The Board’s review of the qualifications of Invesco Aim to provide these services included the Board’s consideration of Invesco Aim’s portfolio and product review process, various back office support functions provided by Invesco Aim and its affiliates, and Invesco Aim’s equity and fixed income trading operations. The Board concluded that the nature, extent and quality of the advisory services

continued

25                   AIM Constellation Fund

provided to the Fund by Invesco Aim are appropriate and that Invesco Aim currently is providing satisfactory advisory services in accordance with the terms of the Fund’s investment advisory agreement. In addition, based on their ongoing meetings throughout the year with the Fund’s portfolio manager or managers, the Board concluded that these individuals are competent and able to continue to carry out their responsibilities under the Fund’s investment advisory agreement.

     In determining whether to continue the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Aim and the Fund, as well as the Board’s knowledge of Invesco Aim’s operations, and concluded that it is beneficial to maintain the current relationship, in part, because of such knowledge. The Board also considered the steps that Invesco Aim and its affiliates continue to take to improve the quality and efficiency of the services they provide to the AIM Funds in the areas of investment performance, product line diversification, distribution, fund operations, shareholder services and compliance. The Board concluded that the quality and efficiency of the services Invesco Aim and its affiliates provide to the AIM Funds in each of these areas support the Board’s approval of the continuance of the Fund’s investment advisory agreement.

B. Nature, Extent and Quality of Services Provided by Affiliated Sub-Advisers

The Board reviewed the services provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board concluded that the nature, extent and quality of the services provided by the Affiliated Sub-Advisers are appropriate. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are geographically dispersed in financial centers around the world, can provide research and other information and make recommendations on the markets and economies of various countries and securities of companies located in such countries or on various types of investments and investment techniques. The Board concluded that the sub-advisory contracts benefit the Fund and its shareholders by permitting

Invesco Aim to utilize the additional resources and talent of the Affiliated Sub-Advisers in managing the Fund.

C. Fund Performance

The Board considered Fund performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.

     The Board compared the Fund’s performance during the past one, three and five calendar years to the performance of all funds in the Lipper performance universe that are not managed by Invesco Aim or an Affiliated Sub-Adviser against the Lipper Multi-Cap Growth Funds Index and the Lipper Large-Cap Growth Funds Index. The Board noted that the Fund’s performance was in the fourth quintile of its performance universe for the one, three and five year periods (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that the Fund’s performance was below the performance of both Indexes for the one, three and five year periods. The Board noted that Invesco Aim made changes to the Fund’s portfolio management team in 2008, which need more time to be evaluated before a conclusion can be reached that the changes have adequately addressed the Fund’s underperformance. Due to the Fund’s underperformance, the Board also concluded that it would be appropriate for the Board to monitor more closely the performance of the Fund and requested additional information from management. Although the independent written evaluation of the Fund’s Senior Officer only considered Fund performance through the most recent calendar year, the Board also reviewed more recent Fund performance and this review did not change their conclusions. The Board noted that, in response to the Board’s focus on fund performance, Invesco Aim has taken a number of actions intended to improve the investment process for the funds.

D. Advisory and Sub-Advisory Fees and Fee Waivers

The Board compared the Fund’s contractual advisory fee rate to the contractual advisory fee rates of funds in the Fund’s Lipper expense group that are not managed by Invesco Aim or an

Affiliated Sub-Adviser, at a common asset level. The Board noted that the Fund’s contractual advisory fee rate was above the median contractual advisory fee rate of funds in its expense group. The Board also reviewed the methodology used by Lipper in determining contractual fee rates, which includes using audited financial data from the most recent annual report of each fund in the expense group that was publicly available as of the end of the past calendar year. The Board noted that some comparative data was at least one year old and that other data did not reflect the market downturn that occurred in the fourth quarter of 2008.

     The Board also compared the Fund’s effective fee rate (the advisory fee after any advisory fee waivers and before any expense limitations/waivers) to the advisory fee rates of other domestic clients of Invesco Aim and its affiliates with investment strategies comparable to those of the Fund, including two mutual funds advised by Invesco Aim and four mutual funds sub-advised by an Invesco Aim affiliate. The Board noted that the Fund’s rate was: (i) below the effective fee rate for one mutual fund and above the rate for the other mutual fund advised by Invesco Aim; and (ii) above the sub-adviser effective fee rates for the domestic mutual funds sub-advised by an Invesco Aim affiliate.

     The Board noted that Invesco Aim has contractually agreed to waive advisory fees of the Fund through December 31, 2012 and that this fee waiver includes breakpoints based on net asset levels. The Board considered the contractual nature of this fee waiver and noted that it remains in effect until December 31, 2012. The Board noted that Invesco Aim has agreed to reduce the per account transfer agent fee for all the retail funds, including the Fund, effective July 1, 2009. The Board also noted that Invesco Aim has contractually agreed to waive fees and/or limit expenses of the Fund through at least June 30, 2010 in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund. The Board noted that at the current expense ratio for the Fund, this expense waiver does not have any impact.

     The Board also considered the services provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts and the services provided by Invesco Aim

continued

26                   AIM Constellation Fund

pursuant to the Fund’s advisory agreement, as well as the allocation of fees between Invesco Aim and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Aim to the Affiliated Sub-Advisers, and that Invesco Aim and the Affiliated Sub-Advisers are affiliates.

     After taking account of the Fund’s contractual advisory fee rate, the contractual sub-advisory fee rate, the comparative advisory fee information and the fee waiver discussed above and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees are fair and reasonable.

E. Economies of Scale and Breakpoints

The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule includes one breakpoint and that the level of the Fund’s advisory fees, as a percentage of the Fund’s net assets, has decreased as net assets increased because of the breakpoint. The Board also noted that Invesco Aim’s contractual advisory fee waiver discussed above includes breakpoints based on net asset levels. Based on this information, the Board concluded that the Fund’s advisory fees appropriately reflect economies of scale at current asset levels. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the AIM Funds and affiliates.

F. Profitability and Financial Resources

The Board reviewed information from Invesco Aim concerning the costs of the advisory and other services that Invesco Aim and its affiliates provide to the Fund and the profitability of Invesco Aim and its affiliates in providing these services. The Board also reviewed information concerning the financial condition of Invesco Aim and its affiliates. The Board reviewed with Invesco Aim the methodology used to prepare the profitability information. The Board considered the overall profitability of Invesco Ltd., the ultimate parent of Invesco Aim and the

Affiliated Sub-Advisers, and of Invesco Aim, as well as the profitability of Invesco Aim in connection with managing the Fund. The Board noted that Invesco Aim continues to operate at a net profit, although the reduction of assets under management as a result of market movements and the increase in voluntary fee waivers for affiliated money market funds have reduced the profitability of Invesco Aim and its affiliates. The Board concluded that the Fund’s fees are fair and reasonable, and that the level of profits realized by Invesco Aim and its affiliates from providing services to the Fund is not excessive in light of the nature, quality and extent of the services provided. The Board considered whether Invesco Aim is financially sound and has the resources necessary to perform its obligations under the Fund’s investment advisory agreement, and concluded that Invesco Aim has the financial resources necessary to fulfill these obligations. The Board also considered whether each Affiliated Sub-Adviser is financially sound and has the resources necessary to perform its obligations under the sub-advisory contracts, and concluded that each Affiliated Sub-Adviser has the financial resources necessary to fulfill these obligations.

G. Collateral Benefits to Invesco Aim and its Affiliates

The Board considered various other benefits received by Invesco Aim and its affiliates resulting from Invesco Aim’s relationship with the Fund, including the fees received by Invesco Aim and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Aim and its affiliates in providing these services and the organizational structure employed by Invesco Aim and its affiliates to provide these services. The Board also considered that these services are provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Aim and its affiliates are providing these services in a satisfactory manner and in accordance with the terms of their contracts, and are qualified to continue to provide these services to the Fund.

The Board considered the benefits realized by Invesco Aim and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through

“soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Aim and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Aim’s and the Affiliated Sub-Advisers’ expenses. The Board concluded that Invesco Aim’s and the Affiliated Sub-Advisers’ soft dollar arrangements are appropriate. The Board also concluded that, based on their review and representations made by the Chief Compliance Officer of Invesco Aim, these arrangements are consistent with regulatory requirements.

     The Board considered the fact that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Aim pursuant to procedures approved by the Board. The Board noted that Invesco Aim will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Aim has contractually agreed to waive through at least June 30, 2010, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Aim receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.

27                   AIM Constellation Fund

Trustees and Officers

The address of each trustee and officer of AIM Equity Funds (the “Trust”), is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. Each trustee oversees 105 portfolios in the AIM Funds complex. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.

Name, Year of Birth and	Trustee and/	Principal Occupation(s)	Other Directorship(s)
Position(s) Held with the Trust	or Officer Since	During Past 5 Years	Held by Trustee
Interested Persons
Martin L. Flanagan1 — 1960 Trustee	2007	Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco Aim and a global investment management firm); Chairman, Invesco Aim Advisors, Inc. (registered investment advisor); Trustee, The AIM Family of Funds®; Board of Governors, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business	None
		Formerly: Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco Aim and a global investment management firm); Director, Invesco Ltd.; Chairman and Vice Chairman, Investment Company Institute
Philip A. Taylor2 — 1954 Trustee, President and Principal Executive Officer	2006	Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Chief Executive Officer and President, Invesco Aim Advisors, Inc. and 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Aim Management Group, Inc. (financial services holding company) and Invesco Aim Capital Management, Inc. (registered investment advisor); Director and President, INVESCO Funds Group, Inc. (registered investment advisor and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director, Invesco Aim Distributors, Inc. (registered broker dealer); Director and Chairman, Invesco Aim Investment Services, Inc. (registered transfer agent) and INVESCO Distributors, Inc. (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, AIM Trimark Corporate Class Inc. (corporate mutual fund company) and AIM Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment advisor and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The AIM Family of Funds® (other than AIM Treasurer’s Series Trust and Short-Term Investments Trust); Trustee and Executive Vice President, The AIM Family of Funds® (AIM Treasurer’s Series Trust and Short-Term Investments Trust only); and Manager, Invesco PowerShares Capital Management LLC	None
		Formerly: President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The AIM Family of Funds® (AIM Treasurer’s Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.
Independent Trustees
Bruce L. Crockett — 1944 Trustee and Chair	1993	Chairman, Crockett Technology Associates (technology consulting company)	ACE Limited (insurance company); Captaris, Inc. (unified messaging provider); and Investment Company Institute
Bob R. Baker — 1936 Trustee	2003	Retired	None
Frank S. Bayley — 1939 Trustee	2001	Retired Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios)	None
James T. Bunch — 1942 Trustee	2003	Founder, Green, Manning & Bunch Ltd., (investment banking firm)	Board of Governors, Western Golf Association/Evans Scholars Foundation and Executive Committee, United States Golf Association
Albert R. Dowden — 1941 Trustee	2000	Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (registered investment company); and Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company) Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations	Board of Nature’s Sunshine Products, Inc.
Jack M. Fields — 1952 Trustee	1997	Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company)	Administaff
Carl Frischling — 1937 Trustee	1988	Partner, law firm of Kramer Levin Naftalis and Frankel LLP	Director, Reich & Tang Funds (16 portfolios)
Prema Mathai-Davis — 1950 Trustee	1998	Retired	None
Lewis F. Pennock — 1942 Trustee	1988	Partner, law firm of Pennock & Cooper	None
Larry Soll — 1942 Trustee	2003	Retired	None
Raymond Stickel, Jr. — 1944 Trustee	2005	Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios)	None

1	Mr. Flanagan is considered an interested person of the Trust because he is an officer of the advisor to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the advisor to the Trust.
2	Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the advisor to, and a director of the principal underwriter of, the Trust.

T-1

Trustees and Officers — (continued)

Name, Year of Birth and	Trustee and/	Principal Occupation(s)	Other Directorship(s)
Position(s) Held with the Trust	or Officer Since	During Past 5 Years	Held by Trustee
Other Officers
Russell C. Burk — 1958 Senior Vice President and Senior Officer	2005	Senior Vice President and Senior Officer of The AIM Family of Funds® Formerly: Director of Compliance and Assistant General Counsel, ICON Advisers, Inc.; Financial Consultant, Merrill Lynch; General Counsel and Director of Compliance, ALPS Mutual Funds, Inc.	N/A
John M. Zerr — 1962 Senior Vice President, Chief Legal Officer and Secretary	2006	Director, Senior Vice President, Secretary and General Counsel, Invesco Aim Management Group, Inc., Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Director, Senior Vice President and Secretary, Invesco Aim Distributors, Inc.; Director, Vice President and Secretary, Invesco Aim Investment Services, Inc. and INVESCO Distributors, Inc.; Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The AIM Family of Funds®; and Manager, Invesco PowerShares Capital Management LLC	N/A
		Formerly: Director, Vice President and Secretary, Fund Management Company; Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
Lisa O. Brinkley — 1959 Vice President	2004	Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Aim Distributors, Inc. and Invesco Aim Investment Services, Inc.; and Vice President, The AIM Family of Funds®	N/A
		Formerly: Senior Vice President, Invesco Aim Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisors, Inc. and The AIM Family of Funds®; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Aim Distributors, Inc.; Vice President, Invesco Aim Investment Services, Inc. and Fund Management Company
Kevin M. Carome — 1956 Vice President	2003	General Counsel, Secretary and Senior Managing Director, Invesco Ltd.; Director, Invesco Holding Company Limited and INVESCO Funds Group, Inc.; Director and Executive Vice President, IVZ, Inc., Invesco Group Services, Inc., Invesco North American Holdings, Inc. and Invesco Investments (Bermuda) Ltd.; and Vice President, The AIM Family of Funds®	N/A
		Formerly: Senior Managing Director and Secretary, Invesco North American Holdings, Inc.; Vice President and Secretary, IVZ, Inc. and Invesco Group Services, Inc.; Senior Managing Director and Secretary, Invesco Holding Company Limited; Director, Senior Vice President, Secretary and General Counsel, Invesco Aim Management Group, Inc. and Invesco Aim Advisors, Inc.; Senior Vice President, Invesco Aim Distributors, Inc.; Director, General Counsel and Vice President, Fund Management Company; Vice President, Invesco Aim Capital Management, Inc. and Invesco Aim Investment Services, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The AIM Family of Funds®; Director and Vice President, INVESCO Distributors, Inc.; and Chief Executive Officer and President, INVESCO Funds Group, Inc.
Sheri Morris — 1964 Vice President, Treasurer and Principal Financial Officer	1999	Vice President, Treasurer and Principal Financial Officer, The AIM Family of Funds®; and Vice President, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management Inc. Formerly: Assistant Vice President and Assistant Treasurer, The AIM Family of Funds® and Assistant Vice President, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.	N/A
Karen Dunn Kelley — 1960 Vice President	2004	Head of Invesco’s World Wide Fixed Income and Cash Management Group; Vice President, Invesco Institutional (N.A.), Inc. (registered investment advisor); Director of Cash Management and Senior Vice President, Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Executive Vice President, Invesco Aim Distributors, Inc.; Senior Vice President, Invesco Aim Management Group, Inc.; and Director, Invesco Mortgage Capital Inc.; Vice President, The AIM Family of Funds® (other than AIM Treasurer’s Series Trust and Short-Term Investments Trust); and President and Principal Executive Officer, The AIM Family of Funds® (AIM Treasurer’s Series Trust and Short-Term Investments Trust only)	N/A
		Formerly: President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer and Managing Director, Invesco Aim Capital Management, Inc.; and Vice President, Invesco Aim Advisors, Inc. and The AIM Family of Funds® (AIM Treasurer’s Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only)
Lance A. Rejsek — 1967 Anti-Money Laundering Compliance Officer	2005	Anti-Money Laundering Compliance Officer, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc., Invesco Aim Distributors, Inc., Invesco Aim Investment Services, Inc., Invesco Aim Private Asset Management, Inc. and The AIM Family of Funds®	N/A
		Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company; and Manager of the Fraud Prevention Department, Invesco Aim Investment Services, Inc.
Todd L. Spillane — 1958 Chief Compliance Officer	2006	Senior Vice President, Invesco Aim Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, The AIM Family of Funds®, Invesco Global Asset Management (N.A.), Inc. (registered investment advisor), Invesco Institutional (N.A.), Inc., (registered investment advisor), INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment advisor) and Invesco Senior Secured Management, Inc. (registered investment advisor); and Vice President, Invesco Aim Distributors, Inc. and Invesco Aim Investment Services, Inc.	N/A
		Formerly: Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company; and Global Head of Product Development, AIG-Global Investment Group, Inc.

The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisors.

Office of the Fund	Investment Advisor	Distributor	Auditors
11 Greenway Plaza	Invesco Aim Advisors, Inc.	Invesco Aim Distributors, Inc.	PricewaterhouseCoopers LLP
Suite 100	11 Greenway Plaza	11 Greenway Plaza	1201 Louisiana Street
Houston, TX 77046-1173	Suite 100	Suite 100	Suite 2900
	Houston, TX 77046-1173	Houston, TX 77046-1173	Houston, TX 77002-5678
Counsel to the Fund	Counsel to the	Transfer Agent	Custodian
Stradley Ronon Stevens & Young, LLP	Independent Trustees	Invesco Aim Investment Services, Inc.	State Street Bank and Trust Company
2600 One Commerce Square	Kramer, Levin, Naftalis & Frankel LLP	P.O. Box 4739	225 Franklin
Philadelphia, PA 19103	1177 Avenue of the Americas	Houston, TX 77210-4739	Boston, MA 02110-2801
	New York, NY 10036-2714

T-2

Important Notice Regarding Delivery of Security Holder Documents

To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Aim Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within thirty days after receiving your request.

Fund holdings and proxy voting information

The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invescoaim.com. Click the Products & Performance tab at the top of the home page; click Mutual Funds; and then click Fund Overview. Select your Fund from the drop-down menu and click on Complete Quarterly Holdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-01424 and 002-25469.

     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or on the Invesco Aim website, invescoaim.com. Click the About Us tab at the top of the home page; click Legal Information; and then click Invesco Aim Proxy Voting Guidelines. The information is also available on the SEC website, sec.gov.

     Information regarding how the Fund voted proxies related to its portfolio securities during the 12 months ended June 30, 2009, is available at our website, invescoaim.com. Click the About Us tab at the top of the home page; click Legal Information; and then click Proxy Voting Search. The information is also available on the SEC website, sec.gov.

If used after January 20, 2010, this report must be accompanied by a Fund fact sheet or Invesco Aim Quarterly Performance Review for the most recent quarter-end. Invesco Aim^SM is a service mark of Invesco Aim Management Group, Inc. Invesco

Aim Advisors, Inc., Invesco Aim Capital Management, Inc., Invesco Aim Private Asset Management, Inc. and Invesco PowerShares Capital Management LLC are the investment advisers for the products and services represented by Invesco Aim; they each provide investment advisory services to individual and institutional clients and do not sell securities. Please refer to each fund’s prospectus for information on the fund’s subadvisers. Invesco Aim Distributors, Inc. is the U.S. distributor for the retail mutual funds, exchange-traded funds and institutional money market funds and the subdistributor for the STIC Global Funds represented by Invesco Aim. All entities are indirect, wholly owned subsidiaries of Invesco Ltd.

     It is anticipated that on or about the end of the fourth quarter of 2009, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc., Invesco Aim Private Asset Management, Inc. and Invesco Global Asset Management (N.A.), Inc. will be merged into Invesco Institutional (N.A.), Inc., and the consolidated adviser firm will be renamed Invesco Advisers, Inc. Additional information will be posted at invescoaim.com on or about the end of the fourth quarter of 2009.

invescoaim.com CST-AR-1 Invesco Aim Distributors, Inc.

Annual Report to Shareholders October 31, 2009

AIM Disciplined Equity Fund

2	Letters to Shareholders
4	Performance Summary
4	Management Discussion
6	Long-Term Fund Performance
7	Supplemental Information
8	Schedule of Investments
10	Financial Statements
12	Notes to Financial Statements
17	Financial Highlights
18	Auditor’s Report
19	Fund Expenses
20	Approval of Investment Advisory and Sub-Advisory Agreements
22	Tax Information
T-1	Trustees and Officers

Letters to Shareholders

Philip Taylor

Dear Shareholders:

While the year covered by this report was difficult, economic conditions and market trends appeared more favorable at the close of the fiscal year than at its start. The 12 months ended October 31, 2009, included a sharp market sell-off in late 2008 that continued into early 2009 – when an abrupt rebound began.

Increased communication

This volatility prompted a greater-than-usual number of mutual fund shareholders to contact me. Some of you took the time to write a letter while others of you emailed me at phil@invescoaim.com.

     Your questions, comments and suggestions gave me better insight into what was on your minds.

     As a result, Invesco Aim’s investment professionals and I have increased our efforts to stay in touch with and share our views with you. We increased the number of “Investment Perspective” articles on our website, invescoaim.com. Through these articles, we’ve tried to provide timely market commentary, general investor education information and sector updates. I hope you’ll take a moment to read them and let me know if you find them useful.

Guarded optimism

Despite a steady stream of bad economic news, markets in the U.S. and around the world began a rather robust recovery in March 2009. History has shown that no matter how positive or negative the economic news of the day may be, markets tend to look forward – often anticipating economic improvement or deterioration well before it arrives. In his most recent Monetary Report to the Congress, U.S. Federal Reserve Board Chairman Ben Bernanke testified that he anticipates a gradual economic recovery in 2010 with some acceleration in growth in 2011.¹ I hope his guarded optimism proves to be accurate.

     Until then, many Americans have decided to spend less and save more. One government estimate suggests Americans saved just 1.7% of their disposable personal income in 2007, and just 2.7% in 2008.² That same estimate suggests Americans saved 3.7% and 4.9% of their disposable personal income in the first and second quarters of 2009, respectively.²

     While a sustained reduction in consumer spending could delay or weaken a recovery, many families have decided that spending less and saving more makes sense – and they are to be applauded for doing so. After all, while we can’t control market returns, we can control how much we regularly save and invest.

     Markets rise and fall, and sharp, sudden rebounds can often be followed by unpleasant, abrupt market downturns. While it may be difficult to save and invest more, and to do so over a long time horizon – particularly in periods of economic hardship – it really is a reliable way to build an investment portfolio.

     If you’ve made a similar decision, it’s important that you work with an experienced, trusted financial advisor. A financial advisor can help you prepare for 2010 by updating you on market conditions, helping you reevaluate your risk tolerance and suggesting investments that may be appropriate for you, given your changing needs and goals.

A single focus

I believe Invesco Aim is uniquely positioned to serve our clients. Our parent company, Invesco Ltd., is one of the largest³ and most diversified global asset managers. We provide clients with diversified investment strategies and a range of investment products managed by distinct management teams around the world. We believe we can serve you best by focusing on one thing and doing it well: managing your money.

     Our investment professionals have managed clients’ money in up markets and down markets. All of us here recognize that market conditions change often; what will not change is our commitment to putting our clients first, helping you achieve your financial goals and providing excellent customer service.

     If you have questions about this report or your account, please contact one of our client services representatives at 800 959 4246. If you have comments for me, I encourage you to email me at phil@invescoaim.com.

     Thank you for investing with us.

Sincerely,

Philip Taylor
Senior Managing Director, Invesco Ltd.
CEO, Invesco Aim

1 U.S. Federal Reserve; 2 Bureau of Economic Analysis; 3 Pensions & Investments

2 AIM Disciplined Equity Fund

Bruce Crockett

Dear Fellow Shareholders:

Although the economy and financial markets have shown some signs of hope, investors remain rightfully cautious. Staying with an appropriately diversified investment program focused on your individual long-term goals can be a wise course in such uncertain times. We believe the route to financial success is more like a marathon than a sprint.

     Please be assured that your Board continues to oversee the AIM Funds with a strong sense of responsibility for your money and your trust. As always, we seek to manage costs and enhance performance in ways that put your interests first.

     We are near the end of a busy 2009 proxy season, during which Invesco Aim Advisors, Inc.’s proxy committee votes on your behalf on issues put to a shareholder vote by the companies whose stock the Funds hold. This year, after careful case-by-case analysis by committee members and portfolio managers, the proxy committee voted with corporate management less often than in previous years, focusing on the issues of board independence, Say-On-Pay initiatives, and stock option re-pricing in light of the market’s decline. The committee remained committed to supporting non-binding Say-on-Pay proposals and abstaining from voting on social issues.

     At its June meeting, your Board reviewed and renewed the investment advisory contracts between the AIM Funds and Invesco Aim Advisors, Inc. You can find the results of this rigorous annual process at invescoaim.com. Click the “About Us” tab at the top of the home page; click “Legal Information”; and then click “Investment Advisory Agreement Renewals.”

     The website also contains news and market information, investment education, planning information, current reports and prospectuses for all the AIM Funds. I highly recommend it to you.

     You are always welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving you in the coming months.

Sincerely,

Bruce L. Crockett
Independent Chair
AIM Funds Board of Trustees

3 AIM Disciplined Equity Fund

Management’s Discussion of Fund Performance

Performance summary

AIM Disciplined Equity Fund outperformed its benchmark, the S&P 500 Index, for the 11 month period ended October 31, 2009. The Fund’s outperformance was broad-based with eight sectors contributing positively to performance. Outperformance was largely due to strong stock selection and the managers’ approach to both actively managing downside risk prior to March 2009 and positioning the portfolio to participate in the broad market’s rebound from its March low.

     Your Fund’s long-term performance appears later in this report.

Fund vs. Indexes

Cumulative total returns, 11/30/08 to 10/31/09, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

Class Y Shares	21.80	%
S&P 500 Index▼ (Broad Market Index)	18.29

^▼ Lipper Inc.

How we invest

Our investment process stems from our belief that established companies with low capital intensity and strong balance sheets, growing at reasonable rates, will have a better ability to generate cash flow throughout a market cycle. Furthermore, we believe that the ability of a company to consistently generate and effectively employ cash flow is often overlooked by investors. Our goal is to identify these quality companies and invest in them when their cash flow attributes are underappreciated.

     Our fundamental, bottom up process seeks to identify candidates operating in attractive industries, with strong competitive positions and attractive returns on invested capital, as well as managements with a track record of generating and effectively deploying cash flow. We seek opportunities to invest in these companies when cash flow valuations allow for double-digit appreciation potential. This process results in what we believe to be a diversified portfolio of

high quality, high conviction stocks. We will typically own 50 to 60 stocks with broad sector representation.

     Risk management is an essential part of the process. In addition to strategy level quantitative analysis and attribution and risk decomposition, we employ a sell discipline. We will likely sell a position when the company’s long-term positioning is compromised or its ability to generate cash flow is impaired, or when a stock becomes overvalued based on cash flow valuation metrics. We will also use our sell discipline to manage risk, carefully assessing and constantly challenging our comfort level with the portfolio’s positioning.

Market conditions and your Fund

The fiscal year was characterized by two dramatically different market environments. In the fourth quarter of 2008 and early 2009, equity markets experienced steep declines as severe problems in the credit markets, a rapidly deteriorating housing market and a deteriorating

outlook for corporate earnings led to a global recession. However, as the U.S. economy began to show signs that the economic contraction was moderating, equity markets abruptly reversed direction following the low on March 9, 2009.

     In the months following, corporate profits improved largely due to cost-cutting measures. Though top line revenue growth was noticeably absent, financial markets welcomed any improvement, rallying strongly through most of the remaining months and virtually erasing the steep losses sustained earlier in the fiscal year. During this rally, market gains were generally concentrated in lower-quality, higher-risk stocks. A number of the most distressed companies rebounded sharply from their extreme lows set in early March.

     Indexes measuring the performance of large-, mid- and small-cap stocks all generally had positive returns for the period.¹ With regard to investment style, growth stocks generally outperformed value stocks.¹ The sectors with the highest returns in the broad market, as represented by the S&P 500 Index, included more economically sensitive sectors such as information technology (IT), materials and consumer discretionary. Conversely, the sectors with the lowest returns included less economically sensitive sectors such as energy and utilities, as well as telecommunications services.¹

     The Fund benefited the most from an underweight position and stock selection in the financials sector. This was highlighted by the significant outperformance of JP Morgan and Ventas, a healthcare REIT, which significantly outperformed the REIT industry. Other strong perform-

Portfolio Composition

By sector

Information Technology	18.2	%
Health Care	14.2
Consumer Staples	13.9
Financials	11.1
Consumer Discretionary	10.3
Utilities	8.8
Industrials	8.1
Energy	5.2
Materials	4.4
Telecommunication Services	2.8
Money Market Funds
Plus Other Assets Less Liabilities	3.0

Top 10 Equity Holdings*

1.	CVS Caremark Corp.	3.5	%
2.	PepsiCo, Inc.	3.0
3.	Pfizer Inc.	2.9
4.	General Electric Co.	2.8
5.	Automatic Data Processing, Inc.	2.5
6.	Heinz (H.J.) Co.	2.5
7.	Procter & Gamble Co. (The)	2.5
8.	Bank of New York Mellon Corp.	2.5
9.	Walgreen Co.	2.4
10.	Express Scripts, Inc.	2.3

Total Net Assets	$167.0 million
Total Number of Holdings*	57

The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
*Excluding money market fund holdings.

4 AIM Disciplined Equity Fund

ers within financials were MSCI and CME Group, both higher-growth companies with strong franchises that were sold indiscriminately by investors in the financial crisis, providing us with an opportunity to buy at bargain prices.

     The energy and utilities sectors were also significant contributors to performance. Both of these sectors underperformed the overall market, yet we were able to add considerable value through our underweight position in energy and our stock picking in both sectors. We had no exposure to the integrated oil industry which our work indicated was close to full valuation. On the other hand, we found value in stocks in other industries in the energy and utilities sectors with less sensitivity to commodity prices, such as coal producer Peabody Energy. Other examples were Williams Companies in the oil and gas storage and transport industry, and a number of gas utilities companies, including Oneok, Questar and EQT Corp.

     Other strong performers from various sectors included Praxair and Nalco in the materials sector; Walgreen and Darden in the consumer discretionary and consumer staples sectors; and Express Scripts and Stryker in health care. All of these holdings significantly outperformed the overall market, and in our opinion, all of these companies had strong cash generation, a history of utilizing excess cash flow effectively, and were selling at very attractive cash flow valuations.

     The IT sector was the largest detractor from relative Fund performance even though our holdings in this sector returned almost 33%. In general the underperformance can be attributed to our focus on companies with less volatile recurring revenue streams, which tended to underperform the more leveraged technology companies. Additionally, we did not own Apple Inc., which returned more than 100% for the period. This negatively affected our relative results; however, the company did not fit our valuation parameters.

     It was certainly a challenging period as the financial crisis continued to wreak havoc in the markets through March 2009. Managing through such a tumultuous time required an intense focus on two criteria that reflect our strategy: striving to minimize disaster risk and taking advantage of mispriced opportunities. To minimize disaster risk, we avoided companies with high financial leverage because of the potential for damage to the stock’s valuation from a drop in the

overall value of the company. In addition, companies that faced refinancing risks were excluded because of our focus on attractive cash flow – a characteristic hard to maintain with higher interest payments or, in extreme cases, a question of solvency.

     Throughout the economic downturn and market volatility, we found attractive opportunities in 80% of the sectors we evaluated. These opportunities included extremely high quality market leaders with great business models that had always been too expensive based on our strict valuation criteria. This put us in a unique position to upgrade the quality of the portfolio throughout the downturn to an even higher level than it had been. At a time when many investors were giving up on even these companies, we were adding them to our portfolio with confidence that, in our opinion, they could recoup their historical valuation premiums over the next several years.

     In our view, our focus on sustainable cash flow growth and attractive valuation is a vital component of our competitive advantage. The world and the capital markets have come a long way from where they were in early 2009, perhaps tempting some managers to reach for relative performance by stretching the boundaries of their investment criteria. However, while momentum-driven strategies may briefly take center stage, we believe that our disciplined strategy could provide growth potential with lower volatility over the long run.

1 Lipper Inc.

The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Aim Advisors, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Aim Advisors, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

See important Fund and index disclosures later in this report.

Paul McPheeters

Chartered Financial Analyst, portfolio manager, is manager of AIM Disciplined Equity Fund. Mr. McPheeters has been associated with the advisor and/or its affiliates since 1997. He has been responsible for the Fund since its inception on September 21, 2009, and was instrumental in the creation of the strategy of the Fund’s predecessor at its inception. Mr. McPheeters earned a B.S. in chemical engineering from the Colorado School of Mines.

Doug Rogers

Chartered Financial Analyst, portfolio manager, is manager of AIM Disciplined Equity Fund. Mr. Rogers has been associated with the advisor and/or its affiliates since 1998. He has been responsible for the Fund since its inception on September 21, 2009, as well as the Fund’s predecessor from its inception. Mr. Rogers earned a B.S. in finance from Lehigh University and is a member of the Boston Security Analysts Society.

5 AIM Disciplined Equity Fund

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class since Inception

Index data from 11/30/05, Fund data from 12/1/05

Past performance cannot guarantee comparable future results.

     The data shown in the chart include reinvested distributions and Fund expenses including management fees.

Index results include reinvested dividends. Performance of the peer group reflects fund expenses and management fees; performance of a market index does not. Performance shown in the chart and

table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

Average Annual Total Returns

As of 10/31/09, including maximum applicable sales charges

Class Y Shares
Inception (12/1/05)	–0.86	%
1 Year	12.73

Effective September 21, 2009, the Institutional Class shares of the Atlantic Whitehall Equity Income Fund were reorganized into Class Y shares of AIM Disciplined Equity Fund. Returns prior to that date are blended returns for the predecessor fund and Class Y shares of AIM Disciplined Equity Fund. Returns since that date are those of Class Y shares of AIM Disciplined Equity Fund. Class Y share returns will

Average Annual Total Returns

As of 9/30/09, the most recent calendar quarter-end, including maximum applicable sales charges

Class Y Shares
Inception (12/1/05)	–0.52	%
1 Year	–4.42

differ from the predecessor fund because of different expenses.

     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invescoaim.com for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the

maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.

     The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class Y shares was 0.91%. The expense ratio presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

     Class Y shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.

Invesco Aim Privacy Policy

You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.

     Invesco Aim collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.

     Even within Invesco Aim, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco Aim maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our web site – invescoaim.com. More detail is available to you at that site.

6 AIM Disciplined Equity Fund

AIM Disciplined Equity Fund’s investment objectives are long-term capital appreciation and current income.

n	Unless otherwise stated, information presented in this report is as of October 31, 2009, and is based on total net assets.
n	Unless otherwise noted, all data provided by Invesco Aim.

About share classes

n Class Y shares are available to only certain investors. Please see the prospectus for more information.

Principal risks of investing in the Fund

n The values of convertible securities in which the Fund invests may be affected by market interest rates, the risk that the issuer may default on interest or principal payments, and the value of the underlying common stock into which these securities may be converted.

n Credit risk is the risk of loss on an investment due to the deterioration of an issuer’s financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer’s securities and may lead to the issuer’s inability to honor its contractual obligations, including making timely payment of interest and principal.

n Prices of equity securities change in response to many factors, including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity.

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

n Interest rate risk refers to the risk that bond prices generally fall as interest rates rise and vice versa.

n There is no guarantee that the investment techniques and risk analysis used by the Fund’s portfolio managers will produce the desired results.

n Stocks fall into three broad market capitalization categories – large, medium, and small. Investing primarily in one category carries the risk that, due to current market conditions, that category may be out of favor with investors. Small and mid-sized companies may tend to be more vulnerable to adverse developments and more volatile than larger companies. Investments in small and mid-sized companies may involve special risks, including those associated with dependence on a small management group, little of no operating history, little or no track record of success, and limited product lines, market and financial resources. Also, there may be less publicly available information about the issuers of the securities or less market interest in such securities than in the case of larger companies, each of which can cause significant price volatility. The securities of small and mid-sized companies may be illiquid, restricted as to resale, or may trade less frequently and in smaller volume than more widely held securities, which may make it difficult for fund to establish or close out a position in these securities at prevailing market prices.

n The prices of securities held by the Fund may decline in response to market risks.

n The Fund invests in “value” stocks, which can continue to be inexpensive for long periods of time and may never realize their full value.

About indexes used in this report

n The S&P 500^® Index is a market capitalization-weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity and their industry.

n	The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
n	A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of an index of funds reflects fund expenses; performance of a market index does not.

Other information

n	The Chartered Financial Analysts® (CFA®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
n	The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
n	Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

Fund Nasdaq Symbols
Class Y Shares	AWEIX

7 AIM Disciplined Equity Fund

Schedule of Investments^(a)

October 31, 2009

	Shares		Value
Common Stocks & Other Equity Interests–97.02%
Aerospace & Defense–3.41%
General Dynamics Corp.		37,076	$	2,324,665
United Technologies Corp.		54,696		3,361,069
				5,685,734
Apparel, Accessories & Luxury Goods–1.45%
VF Corp.		34,106		2,422,890
Asset Management & Custody Banks–2.47%
Bank of New York Mellon Corp.		154,594		4,121,476
Automotive Retail–1.33%
Advance Auto Parts, Inc.		59,457		2,215,368
Cable & Satellite–2.51%
Comcast Corp.–Class A		155,846		2,259,767
Liberty Global, Inc.–Class A(b)		94,334		1,936,677
				4,196,444
Coal & Consumable Fuels–0.99%
Peabody Energy Corp.		41,680		1,650,111
Communications Equipment–2.22%
Cisco Systems, Inc.(b)		161,985		3,701,357
Computer Hardware–3.93%
Hewlett-Packard Co.		79,866		3,790,441
International Business Machines Corp.		22,953		2,768,361
				6,558,802
Data Processing & Outsourced Services–7.90%
Automatic Data Processing, Inc.		105,875		4,213,825
Fidelity National Information Services, Inc.		118,798		2,585,045
Fiserv, Inc.(b)		58,277		2,673,166
Western Union Co.		204,765		3,720,580
				13,192,616
Diversified Banks–1.36%
Wells Fargo & Co.		82,285		2,264,483
Drug Retail–5.93%
CVS Caremark Corp.		166,185		5,866,331
Walgreen Co.		106,475		4,027,949
				9,894,280
Electric Utilities–3.37%
Exelon Corp.		66,398		3,118,050
FPL Group, Inc.		51,150		2,511,465
				5,629,515
	Shares
Footwear–1.27%
NIKE, Inc.–Class B		34,158		2,123,944
Gas Utilities–4.19%
EQT Corp.		68,048		2,848,489
ONEOK, Inc.		45,680		1,654,073
Questar Corp.		62,510		2,490,399
				6,992,961
General Merchandise Stores–1.93%
Target Corp.		66,605		3,225,680
Health Care Equipment–1.41%
Stryker Corp.		51,300		2,359,800
Health Care Services–3.44%
Express Scripts, Inc.(b)		48,527		3,878,278
Laboratory Corp. of America Holdings(b)		26,957		1,857,068
				5,735,346
Home Improvement Retail–0.87%
Lowe’s Cos., Inc.		74,072		1,449,589
Household Products–2.50%
Procter & Gamble Co. (The)		71,825		4,165,850
Industrial Conglomerates–2.75%
General Electric Co.		322,451		4,598,151
Industrial Gases–2.30%
Praxair, Inc.		48,385		3,843,704
Industrial Machinery–0.96%
Danaher Corp.		23,450		1,599,994
Integrated Telecommunication Services–2.77%
AT&T Inc.		102,044		2,619,470
Verizon Communications Inc.		67,882		2,008,628
				4,628,098
IT Consulting & Other Services–1.28%
Accenture PLC–Class A (Ireland)		57,472		2,131,062
Managed Health Care–2.94%
Aetna Inc.		104,430		2,718,313
UnitedHealth Group Inc.		84,490		2,192,515
				4,910,828
Multi-Utilities–1.24%
PG&E Corp.		50,476		2,063,964

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

8        AIM Disciplined Equity Fund

	Shares		Value
Oil & Gas Exploration & Production–2.97%
Devon Energy Corp.		38,838	$	2,513,207
XTO Energy, Inc.		58,878		2,446,970
				4,960,177
Oil & Gas Storage & Transportation–1.30%
Williams Cos., Inc. (The)		114,919		2,166,223
Other Diversified Financial Services–3.66%
Bank of America Corp.		181,482		2,646,007
JPMorgan Chase & Co.		82,944		3,464,571
				6,110,578
Packaged Foods & Meats–2.52%
Heinz (H.J.) Co.		104,360		4,199,446
Pharmaceuticals–6.41%
Abbott Laboratories		59,816		3,024,895
Pfizer Inc.		284,242		4,840,641
Schering-Plough Corp.		100,430		2,832,126
				10,697,662
Railroads–1.02%
Norfolk Southern Corp.		36,406		1,697,248
Restaurants–0.90%
Darden Restaurants, Inc.		49,750		1,507,923
Soft Drinks–3.00%
PepsiCo, Inc.		82,775		5,012,026
Specialized Finance–2.55%
CME Group Inc.		6,426		1,944,572
MSCI Inc.–Class A(b)		76,160		2,315,264
				4,259,836
Specialized REIT’s–1.03%
Ventas, Inc.		42,728		1,714,675
Specialty Chemicals–2.10%
Nalco Holding Co.		165,476		3,499,817
Systems Software–2.84%
Check Point Software Technologies Ltd. (Israel)(b)		29,255		908,953
Oracle Corp.		181,669		3,833,216
				4,742,169
Total Common Stocks & Other Equity Interests (Cost $151,645,468)				161,929,827
Money Market Funds–2.84%
Liquid Assets Portfolio–Institutional Class(c)		2,366,636		2,366,636
Premier Portfolio–Institutional Class(c)		2,366,636		2,366,636
Total Money Market Funds (Cost $4,733,272)				4,733,272
TOTAL INVESTMENTS–99.86% (Cost $156,378,740)				166,663,099
OTHER ASSETS LESS LIABILITIES–0.14%				235,159
NET ASSETS–100.00%			$	166,898,258

Investment Abbreviations:

REIT – Real Estate Investment Trust

Notes to Schedule of Investments:

(a)	Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b)	Non-income producing security.
(c)	The money market fund and the Fund are affiliated by having the same investment advisor.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

9        AIM Disciplined Equity Fund

Statement of Assets and Liabilities

October 31, 2009

Assets:
Investments, at value (Cost $151,645,468)	$	161,929,827
Investments in affiliated money market funds, at value and cost		4,733,272
Total investments, at value (Cost $156,378,740)		166,663,099
Receivables for:
Fund shares sold		345,640
Dividends		267,282
Total assets		167,276,021
Liabilities:
Payables for:
Fund shares reacquired		191,000
Accrued fees to affiliates		32,767
Accrued other operating expenses		153,737
Trustee deferred compensation and retirement plans		259
Total liabilities		377,763
Net assets applicable to shares outstanding	$	166,898,258
Net assets consist of:
Shares of beneficial interest	$	174,464,563
Undistributed net investment income		1,363,054
Undistributed net realized gain (loss)		(19,213,718	)
Unrealized appreciation		10,284,359
	$	166,898,258
Net Assets:
Class Y	$	166,898,258
Shares outstanding, $0.001 par value per share, unlimited number of shares authorized:
Class Y		19,696,922
Class Y:
Net asset value and offering price per share	$	8.47

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

10        AIM Disciplined Equity Fund

Statement of Operations

For the period December 1, 2008 to October 31, 2009 and the year ended November 30, 2008

	Eleven months ended
	October 31,			November 30,
	2009			2008
Investment income:
Dividends	$	3,019,950		$	4,907,551
Interest		19,320			—
Dividends from affiliated money market funds		760			—
Total investment income		3,040,030			4,907,551
Expenses:
Advisory fees		1,107,219			2,103,183
Administrative services fees		154,836			120,153
Custodian fees		26,492			15,594
Transfer agent fees		124,329			42,545
Trustees’ and officers’ fees and benefits		56,557			53,474
Registration and filing fees		6,464			20,074
Professional services fees		237,866			164,986
Reports to shareholders		27,394			25,736
Other		34,024			16,552
Total expenses		1,775,181			2,562,297
Less: Fees waived		(285,470	)		—
Net expenses		1,489,711			2,562,297
Net investment income		1,550,319			2,345,254
Realized and unrealized gain (loss) from:
Net realized gain (loss) from Investment securities		(12,619,705	)		(4,622,876	)
Change in net unrealized appreciation (depreciation) of investment securities		41,687,349			(89,608,123	)
Net realized and unrealized gain (loss)		29,067,644			(94,230,999	)
Net increase (decrease) in net assets resulting from operations	$	30,617,963		$	(91,885,745	)

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

11        AIM Disciplined Equity Fund

Statement of Changes in Net Assets

For the period December 1, 2008 to October 31, 2009, and the years ended November 30, 2008 and 2007, respectively.

	Eleven months ended
	October 31,			November 30,			November 30,
	2009			2008			2007
Operations:
Net investment income	$	1,550,319		$	2,345,254		$	3,022,997
Net realized gain (loss)		(12,619,705	)		(4,622,876	)		24,025,945
Change in net unrealized appreciation (depreciation)		41,687,349			(89,608,123	)		54,005,504
Net increase (decrease) in net assets resulting from operations		30,617,963			(91,885,745	)		81,054,446
Distributions to shareholders from net investment income—Class Y		(2,129,446	)		(3,214,010	)*		(383,416	)*
Distributions to shareholders from net realized gains—Class Y		—			(25,450,721	)*		—	*
Share transactions-net:
Class Y		(32,789,965	)		6,904,350	*		154,974,214	*
Net increase (decrease) in net assets resulting from share transactions		(32,789,965	)		6,904,350			154,974,214
Net increase (decrease) in net assets		(4,301,448	)		(113,646,126	)		235,645,244
Net assets:
Beginning of period		171,199,706			284,845,832			49,200,588
End of period (including undistributed net investment income of $1,363,054, $1,865,752 and $2,734,447, respectively)	$	166,898,258		$	171,199,706		$	284,845,832

*  Formerly known as Atlantic Whitehall Equity Income Fund—Institutional Class.

Notes to Financial Statements

October 31, 2009

NOTE 1—Significant Accounting Policies

AIM Disciplined Equity Fund (the “Fund”) is a series portfolio of AIM Equity Funds (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of eight separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.

  Prior to September 21, 2009, the Fund operated as Atlantic Whitehall Equity Income Fund (the “Acquired Fund”), an investment portfolio of Atlantic Whitehall Funds Trust. The Acquired Fund was reorganized on September 21, 2009 (the “Reorganization Date”) through the transfer of all of its assets and liabilities to the Fund (the “Reorganization”). Upon closing of the Reorganization, holders of the Acquired Fund Institutional Class received Class Y shares of the Fund. Information for the Acquired Fund-Institutional Class prior to the Reorganization is included with Class Y shares of the Fund throughout this report. Effective October 31, 2009, the fiscal year of the fund changed to October 31.

  The Fund’s investment objectives are long-term capital appreciation and current income.

  The Fund currently consists of one class of shares, Class Y, which is sold at net asset value.

  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A.	Security Valuations — Securities, including restricted securities, are valued according to the following policy.
	A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
	Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.

12        AIM Disciplined Equity Fund

	Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
	Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
	Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities and Corporate Loans. The mean between the last bid and asked prices may be used to value debt obligations other than Corporate Loans.
	Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.
	Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B.	Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date. Bond premiums and discounts are amortized and/or accreted for financial reporting purposes.
	The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain/loss for investments no longer held and as unrealized gain/loss for investments still held.
	Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the advisor.
	The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C.	Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment advisor may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D.	Distributions — Distributions from income and net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E.	Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
	The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F.	Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial

13        AIM Disciplined Equity Fund

statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print, which is generally 45 days from the period-end date.

G.

Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.

NOTE 2—Advisory Fees and Other Fees Paid to Affiliates

The Trust has entered into a master investment advisory agreement with Invesco Aim Advisors, Inc. (the “Advisor” or “Invesco Aim”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Advisor based on the annual rate of the Fund’s average daily net assets as follows:

Average Net Assets	Rate
First $250 million		0	.695%
Next $250 million		0	.67%
Next $500 million		0	.645%
Next $1.5 billion		0	.62%
Next $2.5 billion		0	.595%
Next $2.5 billion		0	.57%
Next $2.5 billion		0	.545%
Over $10 billion		0	.52%

  Prior to the Reorganization, the Acquired Fund paid an advisory fee to Stein Roe Investment Counsel, Inc. based on the annual rate of 0.85% of the Acquired Fund’s average daily net assets.

  Under the terms of a master sub-advisory agreement approved by shareholders of the Fund between the Advisor and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisors”) the Advisor, not the Fund, may pay 40% of the fees paid to the Advisor to any such Affiliated Sub-Advisor(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Advisor(s).

  Effective on the Reorganization date, the Advisor has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expenses (excluding certain items discussed below) of Class Y shares to 1.75% of average daily net assets through at least February 28, 2011. In determining the advisor’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the net annual operating expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items or non-routine items; (v) expenses related to a merger or reorganization, as approved by the Fund’s Board of Trustees; and (vi) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Currently, in addition to the expense reimbursement arrangement with Invesco Ltd. (“Invesco”) described more fully below, the expense offset arrangements from which the Fund may benefit are in the form of credits that the Fund receives from banks where the Fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the Fund.

  Prior to the Reorganization, the Advisor had contractually agreed to waive its advisory fee and/or reimburse expenses as follows:

Waiver Period	Fee Waiver
12/01/08 to 03/31/09		1.10	%
04/01/09 to 09/21/09		1.15	%

  The Advisor has contractually agreed, through at least June 30, 2010, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Advisor receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.

  For the period December 1, 2008 to October 31, 2009, the Advisor waived advisory fees of $285,470. For the year ended November 30, 2008, the Advisor did not waived advisory fees under this expense limitation.

  The Trust has entered into a master administrative services agreement with Invesco Aim pursuant to which the Fund has agreed to pay Invesco Aim for certain administrative costs incurred in providing accounting services to the Fund. Prior to the Reorganization, the Acquired Fund had entered into a master administrative services agreement with PNC Global Investment Servicing (“PNC”) and agreed to pay PNC for such administrative costs on a tiered schedule. For the period December 1, 2008 to October 31, 2009 and the year ended November 30, 2008, expenses incurred under the agreement are shown in the Statement of Operations as administrative services fees.

  The Trust has entered into a transfer agency and service agreement with Invesco Aim Investment Services, Inc. (“IAIS”) pursuant to which the Fund has agreed to pay IAIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IAIS for certain expenses incurred by IAIS in the course of providing such services. IAIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking

14        AIM Disciplined Equity Fund

services. All fees payable by IAIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. Prior to the Reorganization, PNC served as Transfer Agent for the Acquired Fund. For the period December 1, 2008 to October 31, 2009 and for the year ended November 30, 2008, expenses incurred under the agreement are shown in the Statement of Operations as transfer agent fees.

  The Trust has entered into master distribution agreements with Invesco Aim Distributors, Inc. (“IADI”) to serve as the distributor for the Class Y shares of the Fund. The Fund is not charged any fees pursuant with the distribution agreement with IADI. Prior to the Reorganization, PFPC Distributors, Inc. served as the Distributor for the Acquired Fund.

  Certain officers and trustees of the Trust are officers and directors of Invesco Aim, IAIS and/or IADI.

NOTE 3—Additional Valuation Information

Generally Accepted Accounting Principles (“GAAP”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

Level 1 —	Prices are determined using quoted prices in an active market for identical assets.
Level 2 —	Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.
Level 3 —	Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

  The following is a summary of the tiered valuation input levels, as of October 31, 2009. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

	Level 1		Level 2		Level 3		Total
Equity Securities	$	166,663,099	$	—	$	—	$	166,663,099

NOTE 4—Cash Balances

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with The State Street Bank and Trust Company, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (i) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (ii) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco Aim, not to exceed the contractually agreed upon rate.

NOTE 5—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid for the Period December 1, 2008 to October 31, 2009 and for the Years Ended November 30, 2008 and 2007.

	2009		2008		2007
Ordinary income	$	2,129,446	$	3,467,240	$	383,416
Long-term capital gain		—		25,197,473		—
Total distributions	$	2,129,446	$	28,664,713	$	383,416

Tax Components of Net Assets at Period-End:

	2009			2008
Undistributed ordinary income	$	1,363,313		$	1,865,752
Net unrealized appreciation — investments		6,691,802			(31,563,156	)
Temporary book/tax differences		(259	)		—
Capital loss carryforward		(15,621,161	)		(6,357,763	)
Shares of beneficial interest		174,464,563			207,254,873
Total net assets	$	166,898,258		$	171,199,706

15        AIM Disciplined Equity Fund

  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation difference is attributable primarily to wash sales.

  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

  The Fund has a capital loss carryforward as of October 31, 2009 which expires as follows:

	Capital Loss
Expiration	Carryforward*
October 31, 2016	$	4,373,461
October 31, 2017		11,247,700
Total capital loss carryforward	$	15,621,161

*  Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.

NOTE 6—Investment Securities

The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund from the period December 1, 2008 to October 31, 2009 was $63,157,678 and $98,794,642, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.

Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
	Eleven months ended			Year Ended
	October 31, 2009			November 30, 2008
Aggregate unrealized appreciation of investment securities	$	18,268,364		$	9,661,888
Aggregate unrealized (depreciation) of investment securities		(11,576,562	)		(41,225,044	)
Net unrealized appreciation (depreciation) of investment securities	$	6,691,802		$	(31,563,156	)
Cost of investments for tax purposes	$	159,971,297		$	203,157,023

NOTE 7—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of real estate investments trusts and excise taxes, on October 31, 2009, undistributed net investment income was increased by $76,429, undistributed net realized gain (loss) was decreased by $76,084 and shares of beneficial interest decreased by $345. This reclassification had no effect on the net assets of the Fund.

NOTE 8—Share Information

	Summary of Share Activity
	For the period
	December 1, 2008 to
	October 31, 2009(a)(b)						Year ended November 30, 2008(c)
	Shares			Amount			Shares			Amount
Sold:
Class Y		8,584,303		$	60,620,456			3,519,049		$	34,201,293
Issued as reinvestment of dividends:
Class Y		108,545			744,616			2,412,329			25,980,788
Reacquired:
Class Y		(13,170,384	)		(94,155,037	)		(5,707,107	)		(53,277,731	)
Net increase (decrease) in share activity		(4,477,536	)	$	(32,789,965	)		224,271		$	6,904,350

(a)	There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 98% of the outstanding shares of the Fund. IADI has an agreement with these entities to sell Fund shares. The Fund, Invesco Aim and/or Invesco Aim affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco Aim and/or Invesco Aim affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.
(b)	Upon Reorganization, holders of the Acquired Fund—Institutional Class received Class Y shares of the Fund.
(c)	Formerly known as Atlantic Whitehall Equity Income Fund—Institutional Class.

16        AIM Disciplined Equity Fund

NOTE 9—Financial Highlights

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

																												Ratio of			Ratio of
						Net gains																						expenses			expenses
						(losses) on																						to average			to average net			Ratio of net
	Net asset					securities						Dividends			Distributions													net assets			assets without			investment
	value,		Net			(both			Total from			from net			from net						Net asset					Net assets,		with fee waivers			fee waivers			income
	beginning		investment			realized and			investment			investment			realized			Total			value, end		Total			end of period		and/or expenses			and/or expenses			to average			Portfolio
	of period		income			unrealized)			operations			income			gains			Distributions			of period		Return(a)			(000s omitted)		absorbed			absorbed			net assets			turnover(b)
Class Y*
Eleven Months ended 10/31/09	$	7.08	$	0.08	(c)	$	1.43		$	1.51		$	(0.12	)	$	—		$	(0.12	)	$	8.47		21.80	%	$	166,898		1.12	%(d)		1.33	%(d)		1.16	%(d)		48	%
Year ended 11/30/08		11.89		0.10			(3.71	)		(3.61	)		(0.13	)		(1.07	)		(1.20	)		7.08		(33.81	)		171,200		1.04			1.04			0.95			45
Year ended 11/30/07		11.00		0.11			0.80			0.91			(0.02	)		—			(0.02	)		11.89		8.14			284,846		1.01			1.05			1.08			95
Year ended 11/31/06(e)		10.00		0.08			0.99			1.07			(0.07	)		—			(0.07	)		11.00		10.87			49,201		1.10	(f)		1.64	(f)		1.32	(f)		43

*	Prior to September 21, 2009, the Fund operated as Atlantic Whitehall Equity Income Fund. On such date, holders of Institutional Class received Class Y shares of the Fund.
(a)	Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year, if applicable.
(b)	Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(c)	Calculated using average shares outstanding.
(d)	Ratios are annualized and based on average daily net assets of $145,918.
(e)	Commencement date of December 1, 2005.
(f)	Annualized.

17        AIM Disciplined Equity Fund

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of AIM Equity Funds

and Shareholders of AIM Disciplined Equity Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of AIM Disciplined Equity Fund (one of the funds constituting AIM Equity Funds, hereafter referred to as the “Fund”) at October 31, 2009, the results of its operations, the changes in its net assets and the financial highlights for the period December 1, 2008 through October 31, 2009, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion. The statement of operations, statement of changes in net assets and the financial highlights for each of the periods ended on or before November 30, 2008 were audited by another independent registered public accounting firm whose report dated January 23, 2009 expressed an unqualified opinion on those statements.

PRICEWATERHOUSECOOPERS LLP

December 18, 2009

Houston, Texas

18        AIM Disciplined Equity Fund

Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2009 through October 31, 2009.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

HYPOTHETICAL

ACTUAL

(5% annual return before expenses)

Beginning

Ending

Expenses

Ending

Expenses

Annualized

Account Value

Account Value

Paid During

Account Value

Paid During

Expense

Class

(05/01/09)

(10/31/09)1

Period2

(10/31/09)

Period2

Ratio

Y

1,000.00

$

1,179.70

$

6.10

$

1,019.61

$

5.65

1.11

%

1	The actual ending account value is based on the actual total return of the Fund for the period May 1, 2009 through October 31, 2009, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2	Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.

19        AIM Disciplined Equity Fund

Approval of Investment Advisory and Sub-Advisory Agreements

The Board of Trustees (the Board) of AIM Equity Funds is required under the Investment Company Act of 1940 to approve the AIM Disciplined Equity Fund (the Fund) investment advisory agreement with Invesco Aim Advisors, Inc. (Invesco Aim) and the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers). During meetings held on June 16-17, 2009, the Board as a whole and the disinterested or “independent” Trustees, voting separately, approved an amendment to the Fund’s investment advisory agreement and an amendment to the sub-advisory contracts to add the Fund. In doing so, the Board determined that the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and that the compensation to Invesco Aim and the Affiliated Sub-Advisers under the Fund’s investment advisory agreement and sub-advisory contracts is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees that are responsible for overseeing the management of a number of the series portfolios of the AIM Funds. The Fund will be assigned to one of the Sub-Committees. This Sub-Committee structure permits the Trustees to focus on the performance of the AIM Funds that have been assigned to them. The Sub-Committees meet throughout the year to review the performance of their assigned funds, and the Sub-Committees review monthly and quarterly comparative performance information and periodic asset flow data for their assigned funds. Over the course of each year, the Sub-Committees meet with portfolio managers for their assigned funds and other members of management and review with these individuals the performance, investment objective(s), policies, strategies and limitations of these funds.

     In determining to approve the Fund’s investment advisory agreement and sub-advisory contracts, the Board considered the factors discussed below in

evaluating the fairness and reasonableness of the Fund’s investment advisory agreement and sub-advisory contracts. The discussion serves as a summary of the discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. The Board considered all of the information provided to them and did not identify any particular factor that was controlling. Each Trustee may have evaluated the information provided differently from another Trustee and attributed different weight to the various factors.

Factors and Conclusions and Summary of Evaluation of Investment Advisory Agreement and Sub-Advisory Contracts

A. Nature, Extent and Quality of Services Provided by Invesco Aim

The Board reviewed the advisory services to be provided to the Fund by Invesco Aim under the Fund’s investment advisory agreement and the credentials and experience of the officers and employees of Invesco Aim who will provide these services. The Board’s review of the qualifications of Invesco Aim to provide these services included the Board’s consideration of Invesco Aim’s portfolio and product review process, various back office support functions provided by Invesco Aim and its affiliates, and Invesco Aim’s global trading operations. The Board concluded that the nature, extent and quality of the advisory services to be provided to the Fund by Invesco Aim are appropriate.

     In determining whether to approve the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Aim and the AIM Funds, as well as the Board’s knowledge of Invesco Aim’s operations, and concluded that it was beneficial to maintain the relationship for the Fund, in part, because of such knowledge.

B. Nature, Extent and Quality of Services Provided by Affiliated Sub-Advisers

The Board reviewed the services to be provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who will provide these services. The Board concluded that the nature, extent and quality of the services to be provided by the Affiliated Sub-Advisers

are appropriate. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are geographically dispersed in financial centers around the world, have been formed in part for the purpose of researching and compiling information and making recommendations on the markets and economies of various countries and securities of companies located in such countries or on various types of investments and investment techniques, and providing investment advisory services. The Board concluded that the sub-advisory contracts will benefit the Fund and its shareholders by permitting Invesco Aim to utilize the additional resources and talent of the Affiliated Sub-Advisers in managing the Fund.

C. Fund Performance

The Board did not consider the performance of the Fund because the Fund is new and has no performance history.

D. Advisory and Sub-Advisory Fees and Fee Waivers

The Board considered the contractual advisory fee rate and the proposed expense limitations that will be in place for the fund through June 30, 2010. The Board also considered the services to be provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts and the services to be provided by Invesco Aim pursuant to the Fund’s investment advisory agreement, as well as the allocation of fees between Invesco Aim and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Aim to the Affiliated Sub-Advisers, and that Invesco Aim and the Affiliated Sub-Advisers are affiliates.

     After taking account of the Fund’s contractual advisory fee rate, the contractual sub-advisory fee rate, the expense limits and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees were fair and reasonable.

E. Economies of Scale and Breakpoints

The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule provides for

20 AIM Disciplined Equity Fund continued

breakpoints, but that the Fund is being newly launched and has not reached a size for the breakpoints to have any effect. The Board noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the AIM Funds and affiliates.

F. Profitability and Financial Resources

The Board reviewed information from Invesco Aim concerning the costs of the advisory and other services that Invesco Aim and its affiliates provide to the Fund and the profitability of Invesco Aim and its affiliates in providing these services. The Board also reviewed information concerning the financial condition of Invesco Aim and its affiliates. The Board considered the overall profitability of Invesco Aim, as well as the profitability of Invesco Aim in connection with managing the Fund. The Board noted that Invesco Aim continues to operate at a net profit, although the reduction of assets under management as a result of market movements have reduced the profitability of Invesco Aim and its affiliates. The Board concluded that the Fund’s fees were fair and reasonable, and that the level of profits realized by Invesco Aim and its affiliates from providing services to the Fund are not anticipated to be excessive in light of the nature, quality and extent of the services provided. The Board considered whether Invesco Aim is financially sound and has the resources necessary to perform its obligations under the Fund’s investment advisory agreement, and concluded that Invesco Aim has the financial resources necessary to fulfill these obligations. The Board also considered whether each Affiliated Sub-Adviser is financially sound and has the resources necessary to perform its obligations under its respective sub-advisory contract, and concluded that each Affiliated Sub-Adviser has the financial resources necessary to fulfill these obligations.

G. Collateral Benefits to Invesco Aim and its Affiliates

The Board considered various other benefits received by Invesco Aim and its affiliates resulting from Invesco Aim’s relationship with the Fund, including the fees received by Invesco Aim and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Aim and its affiliates in providing these services to

other AIM Funds and the organizational structure employed by Invesco Aim and its affiliates to provide these services. The Board also considered that these services will be provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Aim and its affiliates were providing these services in a satisfactory manner and in accordance with the terms of their contracts, and were qualified to provide these services to the Fund.

     The Board considered the benefits realized by Invesco Aim as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Aim and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Aim’s and the Affiliated Sub-Advisers’ expenses. The Board concluded that Invesco Aim’s and the Affiliated Sub-Advisers’ soft dollar arranges are appropriate. The Board also concluded that, based on their review and representations made by the Chief Compliance Officer of Invesco Aim, these arrangements are consistent with regulatory requirements.

     The Board considered the fact that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Aim pursuant to procedures approved by the Board. The Board noted that Invesco Aim will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Aim has contractually agreed to waive through at least June 30, 2010, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Aim receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.

21 AIM Disciplined Equity Fund

Tax Information

Form 1099-DIV, Form 1042-S and other year-end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisors.

  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.

  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended October 31, 2009:

Federal and State Income Tax
Qualified Dividend Income*	100%
Corporate Dividends Received Deduction*	100%

*  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

22        AIM Disciplined Equity Fund

Trustees and Officers

The address of each trustee and officer of AIM Equity Funds (the “Trust”), is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. Each trustee oversees 105 portfolios in the AIM Funds complex. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.

Name, Year of Birth and	Trustee and/	Principal Occupation(s)	Other Directorship(s)
Position(s) Held with the Trust	or Officer Since	During Past 5 Years	Held by Trustee
Interested Persons
Martin L. Flanagan1 — 1960 Trustee	2007	Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco Aim and a global investment management firm); Chairman, Invesco Aim Advisors, Inc. (registered investment advisor); Trustee, The AIM Family of Funds®; Board of Governors, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business	None
		Formerly: Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco Aim and a global investment management firm); Director, Invesco Ltd.; Chairman and Vice Chairman, Investment Company Institute
Philip A. Taylor2 — 1954 Trustee, President and Principal Executive Officer	2006	Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Chief Executive Officer and President, Invesco Aim Advisors, Inc. and 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Aim Management Group, Inc. (financial services holding company) and Invesco Aim Capital Management, Inc. (registered investment advisor); Director and President, INVESCO Funds Group, Inc. (registered investment advisor and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director, Invesco Aim Distributors, Inc. (registered broker dealer); Director and Chairman, Invesco Aim Investment Services, Inc. (registered transfer agent) and INVESCO Distributors, Inc. (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, AIM Trimark Corporate Class Inc. (corporate mutual fund company) and AIM Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment advisor and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The AIM Family of Funds® (other than AIM Treasurer’s Series Trust and Short-Term Investments Trust); Trustee and Executive Vice President, The AIM Family of Funds® (AIM Treasurer’s Series Trust and Short-Term Investments Trust only); and Manager, Invesco PowerShares Capital Management LLC	None
		Formerly: President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The AIM Family of Funds® (AIM Treasurer’s Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.
Independent Trustees
Bruce L. Crockett — 1944 Trustee and Chair	1993	Chairman, Crockett Technology Associates (technology consulting company)	ACE Limited (insurance company); Captaris, Inc. (unified messaging provider); and Investment Company Institute
Bob R. Baker — 1936 Trustee	2003	Retired	None
Frank S. Bayley — 1939 Trustee	2001	Retired Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios)	None
James T. Bunch — 1942 Trustee	2003	Founder, Green, Manning & Bunch Ltd., (investment banking firm)	Board of Governors, Western Golf Association/Evans Scholars Foundation and Executive Committee, United States Golf Association
Albert R. Dowden — 1941 Trustee	2000	Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (registered investment company); and Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company) Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations	Board of Nature’s Sunshine Products, Inc.
Jack M. Fields — 1952 Trustee	1997	Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company)	Administaff
Carl Frischling — 1937 Trustee	1988	Partner, law firm of Kramer Levin Naftalis and Frankel LLP	Director, Reich & Tang Funds (16 portfolios)
Prema Mathai-Davis — 1950 Trustee	1998	Retired	None
Lewis F. Pennock — 1942 Trustee	1988	Partner, law firm of Pennock & Cooper	None
Larry Soll — 1942 Trustee	2003	Retired	None
Raymond Stickel, Jr. — 1944 Trustee	2005	Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios)	None

1	Mr. Flanagan is considered an interested person of the Trust because he is an officer of the advisor to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the advisor to the Trust.
2	Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the advisor to, and a director of the principal underwriter of, the Trust.

T-1

Trustees and Officers — (continued)

Name, Year of Birth and	Trustee and/	Principal Occupation(s)	Other Directorship(s)
Position(s) Held with the Trust	or Officer Since	During Past 5 Years	Held by Trustee
Other Officers
Russell C. Burk — 1958 Senior Vice President and Senior Officer	2005	Senior Vice President and Senior Officer of The AIM Family of Funds® Formerly: Director of Compliance and Assistant General Counsel, ICON Advisers, Inc.; Financial Consultant, Merrill Lynch; General Counsel and Director of Compliance, ALPS Mutual Funds, Inc.	N/A
John M. Zerr — 1962 Senior Vice President, Chief Legal Officer and Secretary	2006	Director, Senior Vice President, Secretary and General Counsel, Invesco Aim Management Group, Inc., Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Director, Senior Vice President and Secretary, Invesco Aim Distributors, Inc.; Director, Vice President and Secretary, Invesco Aim Investment Services, Inc. and INVESCO Distributors, Inc.; Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The AIM Family of Funds®; and Manager, Invesco PowerShares Capital Management LLC	N/A
		Formerly: Director, Vice President and Secretary, Fund Management Company; Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
Lisa O. Brinkley — 1959 Vice President	2004	Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Aim Distributors, Inc. and Invesco Aim Investment Services, Inc.; and Vice President, The AIM Family of Funds®	N/A
		Formerly: Senior Vice President, Invesco Aim Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisors, Inc. and The AIM Family of Funds®; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Aim Distributors, Inc.; Vice President, Invesco Aim Investment Services, Inc. and Fund Management Company
Kevin M. Carome — 1956 Vice President	2003	General Counsel, Secretary and Senior Managing Director, Invesco Ltd.; Director, Invesco Holding Company Limited and INVESCO Funds Group, Inc.; Director and Executive Vice President, IVZ, Inc., Invesco Group Services, Inc., Invesco North American Holdings, Inc. and Invesco Investments (Bermuda) Ltd.; and Vice President, The AIM Family of Funds®	N/A
		Formerly: Senior Managing Director and Secretary, Invesco North American Holdings, Inc.; Vice President and Secretary, IVZ, Inc. and Invesco Group Services, Inc.; Senior Managing Director and Secretary, Invesco Holding Company Limited; Director, Senior Vice President, Secretary and General Counsel, Invesco Aim Management Group, Inc. and Invesco Aim Advisors, Inc.; Senior Vice President, Invesco Aim Distributors, Inc.; Director, General Counsel and Vice President, Fund Management Company; Vice President, Invesco Aim Capital Management, Inc. and Invesco Aim Investment Services, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The AIM Family of Funds®; Director and Vice President, INVESCO Distributors, Inc.; and Chief Executive Officer and President, INVESCO Funds Group, Inc.
Sheri Morris — 1964 Vice President, Treasurer and Principal Financial Officer	1999	Vice President, Treasurer and Principal Financial Officer, The AIM Family of Funds®; and Vice President, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management Inc. Formerly: Assistant Vice President and Assistant Treasurer, The AIM Family of Funds® and Assistant Vice President, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.	N/A
Karen Dunn Kelley — 1960 Vice President	2004	Head of Invesco’s World Wide Fixed Income and Cash Management Group; Vice President, Invesco Institutional (N.A.), Inc. (registered investment advisor); Director of Cash Management and Senior Vice President, Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Executive Vice President, Invesco Aim Distributors, Inc.; Senior Vice President, Invesco Aim Management Group, Inc.; and Director, Invesco Mortgage Capital Inc.; Vice President, The AIM Family of Funds® (other than AIM Treasurer’s Series Trust and Short-Term Investments Trust); and President and Principal Executive Officer, The AIM Family of Funds® (AIM Treasurer’s Series Trust and Short-Term Investments Trust only)	N/A
		Formerly: President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer and Managing Director, Invesco Aim Capital Management, Inc.; and Vice President, Invesco Aim Advisors, Inc. and The AIM Family of Funds® (AIM Treasurer’s Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only)
Lance A. Rejsek — 1967 Anti-Money Laundering Compliance Officer	2005	Anti-Money Laundering Compliance Officer, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc., Invesco Aim Distributors, Inc., Invesco Aim Investment Services, Inc., Invesco Aim Private Asset Management, Inc. and The AIM Family of Funds®	N/A
		Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company; and Manager of the Fraud Prevention Department, Invesco Aim Investment Services, Inc.
Todd L. Spillane — 1958 Chief Compliance Officer	2006	Senior Vice President, Invesco Aim Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, The AIM Family of Funds®, Invesco Global Asset Management (N.A.), Inc. (registered investment advisor), Invesco Institutional (N.A.), Inc., (registered investment advisor), INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment advisor) and Invesco Senior Secured Management, Inc. (registered investment advisor); and Vice President, Invesco Aim Distributors, Inc. and Invesco Aim Investment Services, Inc.	N/A
		Formerly: Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company; and Global Head of Product Development, AIG-Global Investment Group, Inc.

The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisors.

Office of the Fund	Investment Advisor	Distributor	Auditors
11 Greenway Plaza	Invesco Aim Advisors, Inc.	Invesco Aim Distributors, Inc.	PricewaterhouseCoopers LLP
Suite 100	11 Greenway Plaza	11 Greenway Plaza	1201 Louisiana Street
Houston, TX 77046-1173	Suite 100	Suite 100	Suite 2900
	Houston, TX 77046-1173	Houston, TX 77046-1173	Houston, TX 77002-5678
Counsel to the Fund	Counsel to the	Transfer Agent	Custodian
Stradley Ronon Stevens & Young, LLP	Independent Trustees	Invesco Aim Investment Services, Inc.	State Street Bank and Trust Company
2600 One Commerce Square	Kramer, Levin, Naftalis & Frankel LLP	P.O. Box 4739	225 Franklin
Philadelphia, PA 19103	1177 Avenue of the Americas	Houston, TX 77210-4739	Boston, MA 02110-2801
	New York, NY 10036-2714

T-2

Go Paperless with eDelivery Visit invescoaim.com/edelivery to receive quarterly statements, tax forms, fund reports and prospectuses with a service that’s all about eeees: – environmentally friendly. Go green by reducing the – efficient. Stop waiting for regular mail. Your documents number of trees used to produce paper. will be sent via email as soon as they’re available. – economical. Help reduce your fund’s printing and delivery – easy. Download, save and print files using your home expenses and put more capital back in your fund’s returns. computer with a few clicks of your mouse. This service is provided by Invesco Aim Investment Services, Inc.

Important Notice Regarding Delivery of Security Holder Documents

To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Aim Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within thirty days after receiving your request.

Fund holdings and proxy voting information

The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invescoaim.com. Click the Products & Performance tab at the top of the home page; click Mutual Funds; and then click Fund Overview. Select your Fund from the drop-down menu and click on Complete Quarterly Holdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund 811-01424 and 002-25469.

     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or on the Invesco Aim website, invescoaim.com. Click the About Us tab at the top of the home page; click Legal Information; and then click Invesco Aim Proxy Voting Guidelines. The information is also available on the SEC website, sec.gov.

     Information regarding how the Fund voted proxies related to its portfolio securities during the 12 months ended June 30, 2009, is available at our website, invescoaim.com. Click the About Us tab at the top of the home page; click Legal Information; and then click Proxy Voting Search. The information is also available on the SEC website, sec.gov.

If used after January 20, 2010, this report must be accompanied by a Fund fact sheet or Invesco Aim Quarterly Performance Review for the most recent quarter-end. Invesco Aim^SM is a service mark of

Invesco Aim Management Group, Inc. Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc., Invesco Aim Private Asset Management, Inc. and Invesco PowerShares Capital Management LLC are the investment advisers for the products and services represented by Invesco Aim; they each provide investment advisory services to individual and institutional clients and do not sell securities. Please refer to each fund’s prospectus for information on the fund’s subadvisers. Invesco Aim Distributors, Inc. is the U.S. distributor for the retail mutual funds, exchange-traded funds and institutional money market funds and the subdistributor for the STIC Global Funds represented by Invesco Aim. All entities are indirect, wholly owned subsidiaries of Invesco Ltd.

     It is anticipated that on or about the end of the fourth quarter of 2009, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc., Invesco Aim Private Asset Management, Inc. and Invesco Global Asset Management (N.A.), Inc. will be merged into Invesco Institutional (N.A.), Inc., and the consolidated adviser firm will be renamed Invesco Advisers, Inc. Additional information will be posted at invescoaim.com on or about the end of the fourth quarter of 2009.

invescoaim.com DEQ-AR-1 Invesco Aim Distributors, Inc.

Annual Report to Shareholders October 31, 2009

AIM Diversified Dividend Fund

2	Letters to Shareholders
4	Performance Summary
4	Management Discussion
6	Long-Term Fund Performance
8	Supplemental Information
9	Schedule of Investments
11	Financial Statements
13	Notes to Financial Statements
21	Financial Highlights
22	Auditor’s Report
23	Fund Expenses
24	Approval of Investment Advisory and Sub-Advisory Agreements
27	Tax Information
T-1	Trustees and Officers

Letters to Shareholders

Philip Taylor

Dear Shareholders:

While the year covered by this report was difficult, economic conditions and market trends appeared more favorable at the close of the fiscal year than at its start. The 12 months ended October 31, 2009, included a sharp market sell-off in late 2008 that continued into early 2009 — when an abrupt rebound began.

Increased communication

This volatility prompted a greater-than-usual number of mutual fund shareholders to contact me. Some of you took the time to write a letter while others of you emailed me at phil@invescoaim.com. Your questions, comments and suggestions gave me better insight into what was on your minds. As a result, Invesco Aim’s investment professionals and I have increased our efforts to stay in touch with and share our views with you. We increased the number of “Investment Perspective” articles on our website, invescoaim.com. Through these articles, we’ve tried to provide timely market commentary, general investor education information and sector updates.

I hope you’ll take a moment to read them and let me know if you find them useful.

     To access your Fund’s latest quarterly commentary, click on “Products and Performance” at the top of our website; next, select “Mutual Funds”; and then click on “Quarterly Commentary.”

Guarded optimism

Despite a steady stream of bad economic news, markets in the U.S. and around the world began a rather robust recovery in March 2009. History has shown that no matter how positive or negative the economic news of the day may be, markets tend to look forward — often anticipating economic improvement or deterioration well before it arrives. In his most recent Monetary Report to the Congress, U.S. Federal Reserve Board Chairman Ben Bernanke testified that he anticipates a gradual economic recovery in 2010 with some acceleration in growth in 2011.¹ I hope his guarded optimism proves to be accurate.

     Until then, many Americans have decided to spend less and save more. One government estimate suggests Americans saved just 1.7% of their disposable personal income in 2007, and just 2.7% in 2008.² That same estimate suggests Americans saved 3.7% and 4.9% of their disposable personal income in the first and second quarters of 2009, respectively.²

     While a sustained reduction in consumer spending could delay or weaken a recovery, many families have decided that spending less and saving more makes sense — and they are to be applauded for doing so. After all, while we can’t control market returns, we can control how much we regularly save and invest.

     Markets rise and fall, and sharp, sudden rebounds can often be followed by unpleasant, abrupt market downturns. While it may be difficult to save and invest more, and to do so over a long time horizon — particularly in periods of economic hardship — it really is a reliable way to build an investment portfolio.

     If you’ve made a similar decision, it’s important that you work with an experienced, trusted financial advisor. A financial advisor can help you prepare for 2010 by updating you on market conditions, helping you reevaluate your risk tolerance and suggesting investments that may be appropriate for you, given your changing needs and goals.

A single focus

I believe Invesco Aim is uniquely positioned to serve our clients. Our parent company, Invesco Ltd., is one of the largest³ and most diversified global asset managers. We provide clients with diversified investment strategies and a range of investment products managed by distinct management teams around the world. We believe we can serve you best by focusing on one thing and doing it well: managing your money.

     Our investment professionals have managed clients’ money in up markets and down markets. All of us here recognize that market conditions change often; what will not change is our commitment to putting our clients first, helping you achieve your financial goals and providing excellent customer service.

     If you have questions about this report or your account, please contact one of our client services representatives at 800 959 4246. If you have comments for me, I encourage you to email me at phil@invescoaim.com.

     Thank you for investing with us.

Sincerely,

Philip Taylor
Senior Managing Director, Invesco Ltd.
CEO, Invesco Aim

1 U.S. Federal Reserve; 2 Bureau of Economic Analysis; 3 Pensions & Investments

2 AIM Diversified Dividend Fund

Bruce Crockett

Dear Fellow Shareholders:

Although the economy and financial markets have shown some signs of hope, investors remain rightfully cautious. Staying with an appropriately diversified investment program focused on your individual long-term goals can be a wise course in such uncertain times. We believe the route to financial success is more like a marathon than a sprint.

  Please be assured that your Board continues to oversee the AIM Funds with a strong sense of responsibility for your money and your trust. As always, we seek to manage costs and enhance performance in ways that put your interests first.

     We are near the end of a busy 2009 proxy season, during which Invesco Aim Advisors, Inc.’s proxy committee votes on your behalf on issues put to a shareholder vote by the companies whose stock the Funds hold. This year, after careful case-by-case analysis by committee members and portfolio managers, the proxy committee voted with corporate management less often than in previous years, focusing on the issues of board independence, Say-On-Pay initiatives, and stock option re-pricing in light of the market’s decline. The committee remained committed to supporting non-binding Say-on-Pay proposals and abstaining from voting on social issues.

     At its June meeting, your Board reviewed and renewed the investment advisory contracts between the AIM Funds and Invesco Aim Advisors, Inc. You can find the results of this rigorous annual process at invescoaim.com. Click the “About Us” tab at the top of the home page; click “Legal Information”; and then click “Investment Advisory Agreement Renewals.”

      The website also contains news and market information, investment education, planning information, current reports and prospectuses for all the AIM Funds. I highly recommend it to you.

     You are always welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving you in the coming months.

Sincerely,



Bruce L. Crockett
Independent Chair
AIM Funds Board of Trustees

3 AIM Diversified Dividend Fund

Management’s Discussion of Fund Performance

Performance summary

For the fiscal year ended October 31, 2009, Class A shares of AIM Diversified Dividend Fund, at net asset value, slightly underperformed the Fund’s style-specific benchmark, the Russell 1000 Index. This was due largely to the Fund’s underweight in information technology (IT) and an overweight in utilities relative to the index. Much of the Fund’s relative underperformance occurred in early 2009, as some of the Fund’s financials holdings were negatively affected by the financial crisis; however, many of these same stocks rallied strongly following the March low. Relative to the index, the Fund benefited from exposure to the consumer discretionary, consumer staples and industrials sectors.

     Your Fund’s long-term performance appears later in this report.

Fund vs. Indexes

Total returns, 10/31/08 to 10/31/09, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

Class A Shares	10.42	%
Class B Shares	9.58
Class C Shares	9.59
Class R Shares	10.14
Class Y Shares	10.79
Investor Class Shares	10.63
S&P 500 Index▼ (Broad Market Index)	9.80
Russell 1000 Index▼ (Style-Specific Index)	11.20
Lipper Large-Cap Core Funds Index▼ (Peer Group Index)	11.46

^▼Lipper Inc.

How we invest

Our total return approach focuses on balancing long-term capital appreciation, current income and capital preservation. The Fund can serve as a conservative cornerstone within a well-diversified asset allocation strategy, complementing more aggressive and cyclical investments.

     We seek companies that we believe have normalized earnings power greater than that implied by their current market valuation, and that return capital to shareholders via dividends and share repurchases. All stocks in the portfolio pay a dividend, and the Fund pays a quarterly dividend to shareholders. We

Portfolio Composition
By sector
Financials	16.9	%
Consumer Staples	16.2
Consumer Discretionary	15.6
Industrials	11.5
Health Care	9.5
Information Technology	8.3
Utilities	7.3
Materials	5.2
Energy	4.0
Telecommunication Services	0.5
Money Market Funds
Plus Other Assets Less Liabilities	5.0

manage risk utilizing a valuation framework, careful stock selection and a rigorous buy-and-sell discipline.

     We look for dividend-paying companies with strong profitability, solid balance sheets and capital allocation policies that support sustained or increasing dividends and share repurchases. We perform extensive fundamental research, incorporating both financial statement analysis and an assessment of the potential reward relative to the downside risk to determine a fair valuation over our two-year investment horizon for each stock. We believe our process may provide the best combination of dividend

Top 10 Equity Holdings*
1. Kimberly-Clark Corp.	3.1	%
2. Capital One Financial Corp.	3.0
3. Johnson Controls, Inc.	2.9
4. Pentair, Inc.	2.6
5. Marsh & McLennan Cos., Inc.	2.6
6. Automatic Data Processing, Inc.	2.6
7. Illinois Tool Works Inc.	2.3
8. SunTrust Banks, Inc.	2.2
9. Fifth Third Bancorp	2.2
10. Kraft Foods Inc.-Class A	2.2

Total Net Assets	$1.3 billion
Total Number of Holdings*		75

income, price appreciation and capital preservation.

     We maintain a rigorous sell discipline and consider selling or trimming a stock when it no longer meets our investment criteria, including when:

n	A stock reaches its fair valuation (target price).
n	The company’s fundamental business prospects deteriorate.
n	A more attractive investment opportunity exists.

Market conditions and your Fund

The fiscal year was characterized by two dramatically different market environments. In the fourth quarter of 2008 and early 2009, equity markets experienced steep declines as credit markets froze and risk premiums rose dramatically in response to the global economic recession. As central banks coordinated easing efforts and companies cut costs aggressively, access to funding improved and market valuations in both the credit and equity markets recovered from the March lows.

     We manage the Fund with a long-term, full market cycle perspective. As the valuation opportunity became quite significant, our view of normalized earnings power, as well as tangible evidence of improving credit fundamentals, led us to broadly increase exposure to attractively valued companies that were leveraged to the early stages of an economic recovery. Early in the period, we added new holdings and increased our overweight position in consumer discretionary companies such as Nordstrom, and in industrial companies Caterpillar and Eaton. The Fund benefited from these moves as they were among the best performers in the period.

     Our consumer discretionary holdings including Johnson Controls, International Game Technology and Nordstrom were among the top contributors during the fiscal year. The threat of bankruptcy from GM and Chrysler (not Fund holdings) negatively affected Johnson Controls early in the year, as approximately 54% of company profits are tied to its auto business. This allowed us to add to our position, and the company rebounded sharply during the summer as investors shifted their focus from the cyclical earnings low to an eventual recovery.

     Weakness in International Game Technology due to steep declines in discretionary travel and casino traffic offered us an opportunity to increase our

The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.

*Excluding money market fund holdings.

4 AIM Diversified Dividend Fund

position, as we believed the replacement cycle for gaming technology was nearing a low. While demand remained weak throughout the period, a focus on cost cutting and balance sheet repair allowed the company to weather the downturn, and its shares performed well in the second half of the year.

     We purchased Nordstrom in late 2008 when weak macroeconomic conditions had depressed the earnings multiple on the stock to unprecedented lows. Since then, company management significantly reduced non-customer-related costs and exhibited tight expense control. These actions helped improve Nordstrom’s operating margins and earnings later in the year, and its share price reacted favorably as a result.

     We continued to maintain an overweight in the consumer staples sector versus the index, specifically in companies where we saw opportunities for margin improvement. The sector was a large driver of results, and Walgreen was one of our top contributors during the fiscal year. Despite the difficult economic environment, Walgreen shares advanced as the company focused on limiting square-footage growth and increasing cost-saving efforts, while simultaneously delivering positive same-store sales and growth in prescriptions in its pharmacies.

     Despite an underweight versus the benchmark, the Fund’s holdings in the IT sector positively contributed to returns. Based on improving fundamentals and expectations, the sector’s outperformance during the last 12 months drove valuations higher. True to our process and sell discipline, we selectively trimmed our exposure to IT toward the end of the fiscal year as we believed the market had already discounted much of the cyclical recovery.

     The Fund’s detractors were largely concentrated in financials, which, despite the strong rally beginning in March, was the worst performing sector in the Russell 1000 Index for the period. This sector’s performance was not surprising considering the extreme dislocation created by the financial crisis. During this difficult period, our approach remained consistent with our overall process: we focused on companies that we felt had the financial strength and capital base to weather the economic crisis. We avoided the banks that we felt lacked transparency around their off-balance sheet financing, as well as many brokerage firms due to their near historic high leverage. We weathered much of the

financial crisis and avoided the stocks of many companies at the center of the financial crisis.

     The largest detractor was SunTrust Bank. The company’s shares underperformed during the downturn as the market feared heightened losses in its second mortgage, home equity and construction loan portfolios, particularly given its footprint in the hard-hit real estate markets in the Southeast. To meet requirements resulting from the U.S. government stress test, the company cut its dividend and raised capital through a common stock offering. We monitor any dividend cut very closely and believed the cut was prudent in this case and necessary to restore capital.

     Insurer Marsh & McLennan was another detractor from results. The firm had been recently plagued by a number of regulatory issues, which have been a consistent headwind. The company experienced declining revenue growth, particularly in its cyclically sensitive consulting divisions, as a result of the economic slowdown.

     At the end of the period, our largest sector overweights relative to the index were in the consumer discretionary and consumer staples sectors. Our largest underweights were in energy and IT. During the fiscal year, we emphasized attractively valued consumer discretionary companies that were tied to the early stages of an economic recovery; however, valuations moved higher and opportunities became more scarce in the sector. We continued to maintain an overweight position in consumer staples where we observed opportunities for possible earnings margin improvement.

     The Fund’s fiscal year encompassed one of the most challenging economic periods in recent history, and while the recession has likely ended, the recovery could be uneven. On the positive side, we have improved liquidity in the markets, lean corporate infrastructures, loosening capital expenditures budgets, and a healing consumer balance sheet. A number of questions remain concerning employment, the return of commodity pricing pressures, the magnitude of a commercial real estate downturn and the eventual removal of fiscal and monetary stimulus. In our view, equity volatility will remain elevated for these reasons.

     In this environment, we believed one of our competitive advantages continues to be a disciplined approach to evaluating stocks from a total return perspective; focusing not only on their capital appreciation

potential but also on their current dividend income and capital preservation. We believe this approach helps create a well-diversified Fund that may serve as a cornerstone allocation within an overall portfolio.

The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Aim Advisors, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Aim Advisors, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

See important Fund and index disclosures later in this report.

Meggan Walsh

Chartered Financial Analyst, senior portfolio manager, is lead manager of AIM Diversified Dividend Fund. Ms. Walsh has been in the investment industry since 1987, and joined Invesco Aim in 1991. She earned a B.S. in finance from the University of Maryland and an M.B.A. from Loyola University.

Jonathan Harrington

Chartered Financial Analyst, portfolio manager, is manger of AIM Diversified Dividend Fund. Mr. Harrington joined Invesco in 2001 in its corporate associate rotation program, working with fund managers throughout Invesco before joining Invesco Aim in 2003. He earned a B.A. in history and philosophy from Dartmouth College and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University.

Assisted by the Diversified Dividend Team

5 AIM Diversified Dividend Fund

Your Fund’s Long-Term Performance

Results of a $10,000 Investment — Oldest Share Classes with Sales Charges since Inception

Fund and index data from 12/13/01

1 Lipper Inc.

Past performance cannot guarantee comparable future results.

     The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Results for Class B shares are calculated as if a hypothetical shareholder had liquidated his entire investment in the Fund at the close of the reporting period and paid the applicable contingent deferred sales charges. Index results include reinvested dividends, but they do not reflect sales charges.

Performance of the peer group reflects fund expenses and management fees; performance of a market index does not. Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

     This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating changes in value during the early years

shown in the chart. The vertical axis, the one that indicates the dollar value of an investment, is constructed with each segment representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $5,000 and $10,000 is the same size as the space between $10,000 and $20,000.

Invesco Aim Privacy Policy

You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.

     Invesco Aim collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.

     Even within Invesco Aim, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco Aim maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our web site — invescoaim.com. More detail is available to you at that site.

6 AIM Diversified Dividend Fund

Average Annual Total Returns
As of 10/31/09, including maximum applicable sales charges
Class A Shares
Inception (12/31/01)	2.69	%
5 Years	1.06
1 Year	4.33
Class B Shares
Inception (12/31/01)	2.75	%
5 Years	1.20
1 Year	4.58
Class C Shares
Inception (12/31/01)	2.74	%
5 Years	1.53
1 Year	8.59
Class R Shares
Inception	3.24	%
5 Years	2.00
1 Year	10.14
Class Y Shares
Inception	3.48	%
5 Years	2.29
1 Year	10.79
Investor Class Shares
Inception	3.49	%
5 Years	2.31
1 Year	10.63

Class R shares’ inception date is October 25, 2005. Returns since that date are historical returns. All other returns are blended returns of historical Class R share performance and restated Class A share performance (for periods prior to the inception date of Class R shares) at net asset value, adjusted to reflect the higher Rule 12b-1 fees applicable to Class R shares. Class A shares’ inception date is December 31, 2001.

     Class Y shares’ inception date is October 3, 2008; returns since that date are actual returns. All other returns are blended returns of actual Class Y share performance and restated Class A share performance (for periods prior to the inception date of Class Y shares) at net asset value. The restated Class A share performance reflects the Rule 12b-1 fees applicable to Class A shares as well as any fee waivers or expense reimbursements received by Class A shares. Class A shares’ inception date is December 31, 2001.

     Investor Class shares’ inception date is July 15, 2005. Returns since that date are historical returns. All other returns are blended returns of historical

Average Annual Total Returns
As of 9/30/09, the most recent calendar quarter-end, including maximum applicable sales charges
Class A Shares
Inception (12/31/01)	3.02	%
5 Years	1.55
1 Year	-10.75
Class B Shares
Inception (12/31/01)	3.08	%
5 Years	1.69
1 Year	-10.90
Class C Shares
Inception (12/31/01)	3.07	%
5 Years	2.03
1 Year	-7.13
Class R Shares
Inception	3.58	%
5 Years	2.49
1 Year	-5.75
Class Y Shares
Inception	3.82	%
5 Years	2.78
1 Year	-5.20
Investor Class Shares
Inception	3.82	%
5 Years	2.78
1 Year	-5.45

Investor Class share performance and restated Class A share performance (for periods prior to the inception date of Investor Class shares) at net asset value, which restated performance will reflect the higher Rule 12b-1 fees applicable to Class A shares for the period using blended returns. Class A shares’ inception date is December 31, 2001.

     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invescoaim.com for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.

     The net annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class Y and Investor Class shares was 1.01%, 1.76%,

1.76%, 1.26%, 0.76% and 0.93%, respectively.¹ The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class Y and Investor Class shares was 1.02%, 1.77%, 1.77%, 1.27%, 0.77% and 0.94%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class R shares do not have a front-end sales charge; returns shown are at net asset value and do not reflect a 0.75% CDSC that may be imposed on a total redemption of retirement plan assets within the first year. Class Y shares and Investor Class shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.

     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.

     Had the advisor not waived fees and/or reimbursed expenses in the past, performance would have been lower.

1 Total annual operating expenses less any contractual fee waivers and/or expense reimbursements by the advisor in effect through at least June 30, 2010. See current prospectus for more information.

7 AIM Deversified dividend Fund

AIM Diversified Dividend Fund’s investment objectives are growth of capital and, secondarily, current income.

n	Unless otherwise stated, information presented in this report is as of October 31, 2009, and is based on total net assets.
n	Unless otherwise noted, all data provided by Invesco Aim.

About share classes

n	Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any AIM fund.
	Please see the prospectus for more information.
n	Class R shares are available only to certain retirement plans. Please see the prospectus for more information.
n	Class Y shares are available to only certain investors. Please see the prospectus for more information.
n	All Investor Class shares are closed to new investors. Contact your financial advisor about purchasing our other share classes.

Principal risks of investing in the Fund

n	The values of convertible securities in which the Fund invests may be affected by market interest rates, the risk that the issuer may default on interest or principal payments, and the value of the underlying common stock into which these securities may be converted.
n	The Fund may invest in debt securities, such as notes and bonds, which carry interest rate and credit risk.
n	Prices of equity securities change in response to many factors, including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity.
n	Foreign securities have additional risks, including exchange rate changes, political and economic upheaval, relative lack of information, relatively low market liquidity, and the potential lack of strict financial and accounting controls and standards.
n	The prices of securities held by the Fund may decline in response to market risks.

About indexes used in this report

n	The S&P 500® Index is a market capitalization-weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity and their industry.
n	The Russell 1000® Index is comprised of 1000 of the largest capitalized U.S. domiciled companies whose common stock is traded in the United States.
	The Russell 1000 Index is a trademark/service mark of the Frank Russell Company. Russell® is a trademark of the Frank Russell Company.
n	The Lipper Large-Cap Core Funds Index is an equally weighted representation of the largest funds in the Lipper Large-Cap Core Funds category. These funds typically have an average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P 500 Index.
n	The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
n	A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of an index of funds reflects fund expenses; performance of a market index does not.

Other information

n	The Chartered Financial Analysts® (CFA®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
n	The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
n	Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

Fund Nasdaq Symbols
Class A Shares	LCEAX
Class B Shares	LCEDX
Class C Shares	LCEVX
Class R Shares	DDFRX
Class Y Shares	LCEYX
Investor Class Shares	LCEIX

8 AIM Diversified Dividend Fund

Schedule of Investments^(a)

October 31, 2009

	Shares		Value
Common Stocks & Other Equity Interests–95.04%
Aerospace & Defense–0.95%
Raytheon Co.		273,577	$	12,387,567
Apparel Retail–0.54%
TJX Cos., Inc. (The)		190,595		7,118,723
Apparel, Accessories & Luxury Goods–0.65%
VF Corp.		119,077		8,459,230
Asset Management & Custody Banks–3.21%
Bank of New York Mellon Corp.		20,635		550,129
Blackstone Group L.P. (The)		604,573		8,113,370
Federated Investors, Inc.–Class B		755,395		19,829,119
State Street Corp.		320,769		13,465,882
				41,958,500
Auto Parts & Equipment–2.91%
Johnson Controls, Inc.		1,591,941		38,079,229
Brewers–1.51%
Heineken N.V. (Netherlands)		445,773		19,752,728
Building Products–1.25%
Masco Corp.		1,394,985		16,391,074
Casinos & Gaming–2.06%
International Game Technology		1,508,809		26,917,153
Computer Hardware–0.98%
Hewlett-Packard Co.		168,499		7,996,962
International Business Machines Corp.		39,949		4,818,249
				12,815,211
Construction, Farm Machinery & Heavy Trucks–1.10%
Caterpillar Inc.		260,072		14,319,564
Consumer Finance–3.03%
Capital One Financial Corp.		1,080,746		39,555,304
Data Processing & Outsourced Services–3.90%
Automatic Data Processing, Inc.		834,727		33,222,135
Western Union Co.		975,882		17,731,776
				50,953,911
Department Stores–0.87%
Nordstrom, Inc.		356,712		11,336,307
Distributors–0.09%
Genuine Parts Co.		33,543		1,173,670
Diversified Banks–0.73%
U.S. Bancorp		408,728		9,490,664
Diversified Chemicals–3.35%
E. I. du Pont de Nemours and Co.		708,159		22,533,619
PPG Industries, Inc.		376,639		21,253,739
				43,787,358
Drug Retail–2.15%
Walgreen Co.		741,328		28,044,438
Electric Utilities–4.73%
American Electric Power Co., Inc.		838,658		25,344,245
Entergy Corp.		179,800		13,794,256
Exelon Corp.		126,061		5,919,825
PPL Corp.		570,008		16,781,035
				61,839,361
Electrical Components & Equipment–1.81%
Emerson Electric Co.		627,045		23,670,949
Food Distributors–1.52%
Sysco Corp.		750,133		19,841,018
Forest Products–0.68%
Weyerhaeuser Co.		244,287		8,877,390
General Merchandise Stores–1.34%
Target Corp.		362,118		17,537,375
Health Care Equipment–2.37%
Baxter International Inc.		11,227		606,932
Medtronic, Inc.		263,796		9,417,517
Stryker Corp.		455,881		20,970,526
				30,994,975
Home Improvement Retail–0.44%
Home Depot, Inc. (The)		228,167		5,724,710
Hotels, Resorts & Cruise Lines–1.94%
Marriott International, Inc.–Class A		1,011,122		25,338,717
Household Products–3.12%
Kimberly-Clark Corp.		667,454		40,821,487
Hypermarkets & Super Centers–0.41%
Wal-Mart Stores, Inc.		107,542		5,342,687
Industrial Machinery–7.86%
Eaton Corp.		328,207		19,840,113
Illinois Tool Works Inc.		652,496		29,962,616

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

9        AIM Diversified Dividend Fund

	Shares		Value
Industrial Machinery–(continued)
Pentair, Inc.		1,175,122	$	34,196,050
Snap-on Inc.		512,701		18,728,968
				102,727,747
Insurance Brokers–2.55%
Marsh & McLennan Cos., Inc.		1,418,844		33,286,080
Integrated Oil & Gas–2.73%
Eni S.p.A. (Italy)		333,901		8,276,988
Exxon Mobil Corp.		61,012		4,372,730
Occidental Petroleum Corp.		125,035		9,487,656
Total S.A. (France)		226,360		13,476,693
				35,614,067
Integrated Telecommunication Services–0.50%
AT&T Inc.		253,341		6,503,263
Life & Health Insurance–1.96%
Lincoln National Corp.		463,921		11,055,237
StanCorp Financial Group, Inc.		397,184		14,580,625
				25,635,862
Movies & Entertainment–1.48%
Time Warner Inc.		643,801		19,391,286
Multi-Utilities–2.56%
Dominion Resources, Inc.		791,680		26,988,371
Wisconsin Energy Corp.		148,466		6,483,510
				33,471,881
Oil & Gas Equipment & Services–1.23%
Baker Hughes Inc.		382,247		16,081,131
Packaged Foods & Meats–4.06%
General Mills, Inc.		363,518		23,963,107
Kraft Foods Inc.–Class A		1,033,001		28,428,187
Sara Lee Corp.		55,398		625,443
				53,016,737
Pharmaceuticals–7.12%
Abbott Laboratories		13,689		692,253
Bristol-Myers Squibb Co.		809,226		17,641,127
Eli Lilly and Co.		491,872		16,728,567
Johnson & Johnson		447,401		26,419,029
Novartis AG (Switzerland)		462,519		24,124,272
Pfizer Inc.		438,790		7,472,593
				93,077,841
Regional Banks–4.42%
Fifth Third Bancorp		3,202,020		28,626,059
SunTrust Banks, Inc.		1,526,400		29,169,504
				57,795,563
Restaurants–1.06%
Brinker International, Inc.		1,098,520		13,885,293
Semiconductors–1.98%
Linear Technology Corp.		345,274		8,935,691
Texas Instruments Inc.		721,305		16,914,602
				25,850,293
Soft Drinks–0.65%
Coca-Cola Co. (The)		159,023		8,477,516
Specialized Consumer Services–0.76%
H&R Block, Inc.		539,347		9,891,624
Specialty Chemicals–1.19%
Ecolab Inc.		352,377		15,490,493
Systems Software–1.45%
Microsoft Corp.		681,232		18,890,563
Thrifts & Mortgage Finance–1.00%
Hudson City Bancorp, Inc.		992,791		13,045,274
Tobacco–2.84%
Altria Group, Inc.		809,899		14,667,271
Philip Morris International Inc.		473,129		22,407,389
				37,074,660
Total Common Stocks & Other Equity Interests (Cost $1,274,218,165)				1,241,736,474
Money Market Funds–4.74%
Liquid Assets Portfolio–Institutional Class(b)		30,938,556		30,938,556
Premier Portfolio–Institutional Class(b)		30,938,556		30,938,556
Total Money Market Funds (Cost $61,877,112)				61,877,112
TOTAL INVESTMENTS–99.78% (Cost $1,336,095,277)				1,303,613,586
OTHER ASSETS LESS LIABILITIES–0.22%				2,895,038
NET ASSETS–100.00%			$	1,306,508,624

Notes to Schedule of Investments:

(a)	Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b)	The money market fund and the Fund are affiliated by having the same investment advisor.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

10        AIM Diversified Dividend Fund

Statement of Assets and Liabilities

October 31, 2009

Assets:
Investments, at value (Cost $1,274,218,165)	$	1,241,736,474
Investments in affiliated money market funds, at value and cost		61,877,112
Total investments, at value (Cost $1,336,095,277)		1,303,613,586
Foreign currencies, at value (Cost $2,028,674)		2,012,738
Receivables for:
Investments sold		4,079,807
Fund shares sold		1,287,668
Dividends		1,745,270
Investment for trustee deferred compensation and retirement plans		238,282
Other assets		18,778
Total assets		1,312,996,129
Liabilities:
Payables for:
Investments purchased		4,102,221
Fund shares reacquired		1,136,793
Accrued fees to affiliates		688,708
Accrued other operating expenses		167,889
Trustee deferred compensation and retirement plans		391,894
Total liabilities		6,487,505
Net assets applicable to shares outstanding	$	1,306,508,624
Net assets consist of:
Shares of beneficial interest	$	1,426,931,481
Undistributed net investment income		1,950,323
Undistributed net realized gain (loss)		(89,904,612	)
Unrealized appreciation (depreciation)		(32,468,568	)
	$	1,306,508,624
Net Assets:
Class A	$	185,273,631
Class B	$	30,489,652
Class C	$	36,573,289
Class R	$	3,341,043
Class Y	$	5,892,976
Investor Class	$	986,095,988
Institutional Class	$	58,842,045
Shares outstanding, $0.001 par value per share, unlimited number of shares authorized:
Class A		18,194,994
Class B		3,024,580
Class C		3,631,910
Class R		327,749
Class Y		578,107
Investor Class		96,894,302
Institutional Class		5,780,988
Class A:
Net asset value per share	$	10.18
Maximum offering price per share (Net asset value of $10.18 divided by 94.50%)	$	10.77
Class B:
Net asset value and offering price per share	$	10.08
Class C:
Net asset value and offering price per share	$	10.07
Class R:
Net asset value and offering price per share	$	10.19
Class Y:
Net asset value and offering price per share	$	10.19
Investor Class:
Net asset value and offering price per share	$	10.18
Institutional Class:
Net asset value and offering price per share	$	10.18

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

11        AIM Diversified Dividend Fund

Statement of Operations

For the year ended October 31, 2009

Investment income:
Dividends (net of foreign withholding taxes of $358,173)	$	37,727,065
Dividends from affiliated money market funds		532,163
Total investment income		38,259,228
Expenses:
Advisory fees		6,351,588
Administrative services fees		328,023
Custodian fees		91,385
Distribution fees:
Class A		410,472
Class B		315,784
Class C		320,956
Class R		7,843
Investor Class		1,335,670
Transfer agent fees — A, B, C, R, Y and Investor		2,653,879
Transfer agent fees — Institutional		29,814
Trustees’ and officers’ fees and benefits		56,030
Other		536,780
Total expenses		12,438,224
Less: Fees waived, expenses reimbursed and expense offset arrangement(s)		(119,423	)
Net expenses		12,318,801
Net investment income		25,940,427
Realized and unrealized gain (loss) from:
Net realized gain (loss) from:
Investment securities		(57,685,547	)
Foreign currencies		173,780
		(57,511,767	)
Change in net unrealized appreciation of:
Investment securities		149,101,588
Foreign currencies		16,304
		149,117,892
Net realized and unrealized gain		91,606,125
Net increase in net assets resulting from operations	$	117,546,552

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

12        AIM Diversified Dividend Fund

Statement of Changes in Net Assets

For the years ended October 31, 2009 and 2008

	2009			2008
Operations:
Net investment income	$	25,940,427		$	31,263,891
Net realized gain (loss)		(57,511,767	)		(30,013,224	)
Change in net unrealized appreciation (depreciation)		149,117,892			(485,840,068	)
Net increase (decrease) in net assets resulting from operations		117,546,552			(484,589,401	)
Distributions to shareholders from net investment income:
Class A		(3,534,789	)		(3,884,240	)
Class B		(467,713	)		(758,571	)
Class C		(459,804	)		(522,650	)
Class R		(26,063	)		(16,190	)
Class Y		(99,257	)		—
Investor Class		(19,950,751	)		(25,710,802	)
Institutional Class		(1,275,974	)		(1,150,918	)
Total distributions from net investment income		(25,814,351	)		(32,043,371	)
Distributions to shareholders from net realized gains:
Class A		—			(15,388,268	)
Class B		—			(5,419,009	)
Class C		—			(3,383,918	)
Class R		—			(59,147	)
Investor Class		—			(95,870,433	)
Institutional Class		—			(3,540,253	)
Total distributions from net realized gains		—			(123,661,028	)
Share transactions-net:
Class A		13,257,360			83,399
Class B		(8,053,148	)		(24,060,281	)
Class C		2,974,296			(4,777,489	)
Class R		2,215,388			553,267
Class Y		3,031,915			2,537,202
Investor Class		(43,857,475	)		(9,503,902	)
Institutional Class		13,493,072			5,498,563
Net increase (decrease) in net assets resulting from share transactions		(16,938,592	)		(29,669,241	)
Net increase (decrease) in net assets		74,793,609			(669,963,041	)
Net assets:
Beginning of year		1,231,715,015			1,901,678,056
End of year (includes undistributed net investment income of $1,950,323 and $457,278, respectively)	$	1,306,508,624		$	1,231,715,015

Notes to Financial Statements

October 31, 2009

NOTE 1—Significant Accounting Policies

AIM Diversified Dividend Fund (the “Fund”) is a series portfolio of AIM Equity Funds (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of eight separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately.

13        AIM Diversified Dividend Fund

Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.

  The Fund’s primary investment objectives are growth of capital and, secondarily, current income.

  The Fund currently consists of seven different classes of shares: Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class. Investor Class shares of the Fund are offered only to certain grandfathered investors. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waiver shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class R, Class Y, Investor Class and Institutional Class shares are sold at net asset value. Under certain circumstances, Class R shares are subject to a CDSC. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.

  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A.	Security Valuations — Securities, including restricted securities, are valued according to the following policy.
	A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
	Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
	Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
	Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
	Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities and Corporate Loans. The mean between the last bid and asked prices may be used to value debt obligations other than Corporate Loans.
	Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.
	Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B.	Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date. Bond premiums and discounts are amortized and/or accreted for financial reporting purposes.
	The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain/loss for investments no longer held and as unrealized gain/loss for investments still held.
	Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses)

14        AIM Diversified Dividend Fund

	on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the advisor.
	The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C.	Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment advisor may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D.	Distributions — Distributions from income are declared and paid quarterly and are recorded on ex-dividend date. Distributions from net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E.	Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
	The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F.	Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to the Institutional Class are charged to such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.
G.	Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print, which is generally 45 days from the period-end date.
H.	Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I.	Foreign Currency Translations — Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (i) sales of foreign currencies, (ii) currency gains or losses realized between the trade and settlement dates on securities transactions, and (iii) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.
	The Fund may invest in foreign securities which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable.
J.	Foreign Currency Contracts — The Fund may enter into foreign currency contracts to manage or minimize currency or exchange rate risk. The Fund may also enter into foreign currency contracts for the purchase or sale of a security denominated in a foreign currency in order to “lock in” the U.S. dollar price of that security. A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The use of foreign currency contracts does not eliminate fluctuations in the price of the underlying securities the Fund owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the contract date and reporting date exchange rates and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded. Realized and unrealized gains (losses) on the contracts are included in the Statement of Operations. The primary risks associated with foreign currency contracts include failure of the counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks may be in excess of the amounts reflected in the Statement of Assets and Liabilities.

15        AIM Diversified Dividend Fund

NOTE 2—Advisory Fees and Other Fees Paid to Affiliates

The Trust has entered into a master investment advisory agreement with Invesco Aim Advisors, Inc. (the “Advisor” or “Invesco Aim”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Advisor based on the annual rate of the Fund’s average daily net assets as follows:

Average Net Assets	Rate
First $350 million		0	.60%
Next $350 million		0	.55%
Next $1.3 billion		0	.50%
Next $2 billion		0	.45%
Next $2 billion		0	.40%
Next $2 billion		0	.375%
Over $8 billion		0	.35%

  Under the terms of a master sub-advisory agreement approved by shareholders of the Fund between the Advisor and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisors”) the Advisor, not the Fund, may pay 40% of the fees paid to the Advisor to any such Affiliated Sub-Advisor(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Advisor(s).

  Effective July 1, 2009, the Advisor has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual operating expenses (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares to 2.00%, 2.75%, 2.75%, 2.25%, 1.75%, 2.00% and 1.75% of average daily net assets, respectively, through at least February 28, 2011. In determining the advisor’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the net annual operating expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items or non-routine items; (v) expenses related to a merger or reorganization, as approved by the Fund’s Board of Trustees; and (vi) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Currently, in addition to the expense reimbursement arrangement with Invesco Ltd. (“Invesco”) described more fully below, the expense offset arrangements from which the Fund may benefit are in the form of credits that the Fund receives from banks where the Fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the Fund. The advisor did not waive fees or reimburse expenses during the period under this expense limitation.

  Further, the Advisor has contractually agreed, through at least June 30, 2010, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Advisor receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.

  For the year ended October 31, 2009, the Advisor waived advisory fees of $85,059.

  At the request of the Trustees of the Trust, Invesco agreed to reimburse expenses incurred by the Fund in connection with market timing matters in the AIM Funds, which may include legal, audit, shareholder reporting, communications and trustee expenses. These expenses along with the related expense reimbursement are included in the Statement of Operations. For the year ended October 31, 2009, Invesco reimbursed expenses of the Fund in the amount of $2,639.

  The Trust has entered into a master administrative services agreement with Invesco Aim pursuant to which the Fund has agreed to pay Invesco Aim for certain administrative costs incurred in providing accounting services to the Fund. For the year ended October 31, 2009, expenses incurred under the agreement are shown in the Statement of Operations as administrative services fees.

  The Trust has entered into a transfer agency and service agreement with Invesco Aim Investment Services, Inc. (“IAIS”) pursuant to which the Fund has agreed to pay IAIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IAIS for certain expenses incurred by IAIS in the course of providing such services. IAIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IAIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended October 31, 2009, expenses incurred under the agreement are shown in the Statement of Operations as transfer agent fees.

  The Trust has entered into master distribution agreements with Invesco Aim Distributors, Inc. (“IADI”) to serve as the distributor for the Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class B, Class C, Class R and Investor Class shares (collectively the “Plans”). The Fund, pursuant to the Plans, pays IADI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares, 1.00% of the average daily net assets of Class B and Class C shares and 0.50% of the average daily net assets of Class R shares. The Fund, pursuant to the Investor Class Plan, reimburses IADI for its allocated share of expenses incurred pursuant to the Investor Class Plan for the period, up to a maximum annual rate of 0.25% of the average daily net assets of Investor Class shares. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges that may be paid by any class of shares of the Fund. For the year ended October 31, 2009, expenses incurred under the Plans are shown in the Statement of Operations as distribution fees.

  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance

16        AIM Diversified Dividend Fund

to the shareholder. During the year ended October 31, 2009, IADI advised the Fund that IADI retained $63,529 in front-end sales commissions from the sale of Class A shares and $6, $46,100 and $3,809 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.

  Certain officers and trustees of the Trust are officers and directors of Invesco Aim, IAIS and/or IADI.

NOTE 3—Additional Valuation Information

Generally Accepted Accounting Principles (GAAP) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

Level 1 —	Prices are determined using quoted prices in an active market for identical assets.
Level 2 —	Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.
Level 3 —	Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

  The following is a summary of the tiered valuation input levels, as of October 31, 2009. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

	Level 1		Level 2		Level 3		Total
Equity Securities	$	1,257,735,633	$	45,877,953	$	—	$	1,303,613,586

NOTE 4—Expense Offset Arrangement(s)

The expense offset arrangements are comprised of (i) transfer agency credits which result from balances in Demand Deposit Accounts (DDA) used by the transfer agent for clearing shareholder transactions and (ii) custodian credits which result from periodic overnight cash balances at the custodian. For the year ended October 31, 2009, the Fund received credits from these arrangements, which resulted in the reduction of the Fund’s total expenses of $31,725.

NOTE 5—Trustees’ and Officers’ Fees and Benefits

“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various AIM Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.

  During the year ended October 31, 2009, the Fund paid legal fees of $5,620 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust.

NOTE 6—Cash Balances

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with The State Street Bank and Trust Company, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (i) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (ii) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco Aim, not to exceed the contractually agreed upon rate.

NOTE 7—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Years Ended October 31, 2009 and 2008:

	2009		2008
Ordinary income	$	25,814,351	$	34,184,765
Long-term capital gain		—		121,519,634
Total distributions	$	25,814,351	$	155,704,399

17        AIM Diversified Dividend Fund

Tax Components of Net Assets at Period-End:

	2009
Undistributed ordinary income	$	2,154,812
Net unrealized appreciation (depreciation) — investments		(32,520,593	)
Net unrealized appreciation — other investments		13,123
Temporary book/tax differences		(317,598	)
Capital loss carryforward		(89,752,601	)
Shares of beneficial interest		1,426,931,481
Total net assets	$	1,306,508,624

  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales and partnership investments.

  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

  The Fund has a capital loss carryforward as of October 31, 2009 which expires as follows:

	Capital Loss
Expiration	Carryforward*
October 31, 2016	$	30,854,048
October 31, 2017		58,898,553
Total capital loss carryforward	$	89,752,601

*  Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.

NOTE 8—Investment Securities

The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended October 31, 2009 was $261,954,848 and $301,666,918, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.

Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
Aggregate unrealized appreciation of investment securities	$	136,712,514
Aggregate unrealized (depreciation) of investment securities		(169,233,107	)
Net unrealized appreciation (depreciation) of investment securities	$	(32,520,593	)
Cost of investments for tax purposes is $1,336,134,179.

NOTE 9—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of partnership investments, litigation and foreign currency transactions, on October 31, 2009, undistributed net investment income was increased by $1,366,969, undistributed net realized gain (loss) was decreased by $1,357,937 and shares of beneficial interest decreased by $9,032. This reclassification had no effect on the net assets of the Fund.

18        AIM Diversified Dividend Fund

NOTE 10—Share Information

	Summary of Share Activity
	Year ended October 31
	2009(a)						2008
	Shares			Amount			Shares			Amount
Sold:
Class A		7,271,476		$	64,044,427			4,184,236		$	46,145,670
Class B		965,019			8,479,587			745,226			8,479,829
Class C		1,386,221			12,031,154			595,439			6,705,937
Class R		273,617			2,603,637			62,448			751,581
Class Y(b)		473,914			4,206,190			235,051			2,540,521
Investor Class		4,750,539			42,992,447			4,157,238			46,165,678
Institutional Class		2,486,597			21,367,311			846,307			10,012,993
Issued as reinvestment of dividends:
Class A		378,006			3,268,569			1,462,008			18,177,046
Class B		52,590			440,578			465,825			5,766,628
Class C		48,964			412,405			291,644			3,601,665
Class R		2,906			26,063			6,059			75,328
Class Y		10,887			95,288			—			—
Investor Class		2,139,810			18,396,760			9,094,972			113,018,711
Institutional Class		120,680			1,044,369			378,697			4,691,171
Automatic conversion of Class B shares to Class A shares:
Class A		753,244			6,562,187			1,286,524			15,143,975
Class B		(757,381	)		(6,562,187	)		(1,298,965	)		(15,143,975	)
Reacquired:
Class A(b)		(6,900,178	)		(60,617,823	)		(6,881,504	)		(79,383,292	)
Class B		(1,191,190	)		(10,411,126	)		(1,981,453	)		(23,162,763	)
Class C		(1,126,808	)		(9,469,263	)		(1,283,084	)		(15,085,091	)
Class R		(44,351	)		(414,312	)		(24,734	)		(273,642	)
Class Y		(141,375	)		(1,269,563	)		(370	)		(3,319	)
Investor Class(b)		(12,282,494	)		(105,246,682	)		(14,181,333	)		(168,688,291	)
Institutional Class		(1,009,222	)		(8,918,608	)		(790,149	)		(9,205,601	)
Net increase (decrease) in share activity		(2,338,529	)	$	(16,938,592	)		(2,629,918	)	$	(29,669,241	)

(a)

There are entities that are record owners of more than 5% of the outstanding shares of the Fund and in the aggregate own 10% of the outstanding shares of the Fund. IADI has an agreement with these entities to sell Fund shares. The Fund, Invesco Aim and/or Invesco Aim affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, Invesco Aim and/or Invesco Aim affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially.

(b)

Effective upon the commencement date of Class Y shares, October 3, 2008, the following shares were converted from Class A and Investor Class into Class Y shares of the Fund:

Class	Shares			Amount
Class Y		226,201		$	2,452,017
Class A		(174,395	)		(1,890,444	)
Investor Class		(51,853	)		(561,573	)

19        AIM Diversified Dividend Fund

NOTE 11—Financial Highlights

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

																												Ratio of			Ratio of
																												expenses			expenses
						Net gains																						to average			to average net			Ratio of net
	Net asset					(losses) on						Dividends			Distributions													net assets			assets without			investment
	value,		Net			securities (both			Total from			from net			from net						Net asset					Net assets,		with fee waivers			fee waivers			income
	beginning		investment			realized and			investment			investment			realized			Total			value, end		Total			end of period		and/or expenses			and/or expenses			to average			Portfolio
	of period		income			unrealized)			operations			income			gains			Distributions			of period		Return(a)			(000s omitted)		absorbed			absorbed			net assets			turnover(b)
Class A
Year ended 10/31/09	$	9.43	$	0.19	(c)	$	0.75		$	0.94		$	(0.19	)	$	—		$	(0.19	)	$	10.18		10.42	%	$	185,274		1.11	%(d)		1.12	%(d)		2.17	%(d)		24	%
Year ended 10/31/08		14.27		0.23	(c)		(3.89	)		(3.66	)		(0.24	)		(0.94	)		(1.18	)		9.43		(27.56	)		157,407		1.01			1.02			1.93			18
Year ended 10/31/07		13.88		0.20			0.99			1.19			(0.21	)		(0.59	)		(0.80	)		14.27		8.86			237,467		1.00			1.00			1.45			17
Year ended 10/31/06		12.11		0.19	(c)		1.92			2.11			(0.18	)		(0.16	)		(0.34	)		13.88		17.66			262,276		1.00			1.03			1.43			9
Year ended 10/31/05		11.48		0.17	(e)		0.85			1.02			(0.18	)		(0.21	)		(0.39	)		12.11		8.92			212,029		1.00			1.15			1.27	(e)		22
Class B
Year ended 10/31/09		9.34		0.13	(c)		0.74			0.87			(0.13	)		—			(0.13	)		10.08		9.58			30,490		1.86	(d)		1.87	(d)		1.42	(d)		24
Year ended 10/31/08		14.14		0.15	(c)		(3.86	)		(3.71	)		(0.15	)		(0.94	)		(1.09	)		9.34		(28.06	)		36,934		1.69			1.76			1.25			18
Year ended 10/31/07		13.76		0.11			0.98			1.09			(0.12	)		(0.59	)		(0.71	)		14.14		8.15			85,172		1.65			1.75			0.80			17
Year ended 10/31/06		12.01		0.10	(c)		1.90			2.00			(0.09	)		(0.16	)		(0.25	)		13.76		16.87			98,901		1.65			1.78			0.78			9
Year ended 10/31/05		11.38		0.09	(e)		0.85			0.94			(0.10	)		(0.21	)		(0.31	)		12.01		8.28			92,394		1.65			1.85			0.62	(e)		22
Class C
Year ended 10/31/09		9.33		0.13	(c)		0.74			0.87			(0.13	)		—			(0.13	)		10.07		9.59			36,573		1.86	(d)		1.87	(d)		1.42	(d)		24
Year ended 10/31/08		14.12		0.15	(c)		(3.85	)		(3.70	)		(0.15	)		(0.94	)		(1.09	)		9.33		(28.02	)		30,998		1.69			1.76			1.25			18
Year ended 10/31/07		13.74		0.11			0.98			1.09			(0.12	)		(0.59	)		(0.71	)		14.12		8.16			52,524		1.65			1.75			0.80			17
Year ended 10/31/06		11.99		0.10	(c)		1.90			2.00			(0.09	)		(0.16	)		(0.25	)		13.74		16.90			56,354		1.65			1.78			0.78			9
Year ended 10/31/05		11.37		0.09	(e)		0.84			0.93			(0.10	)		(0.21	)		(0.31	)		11.99		8.20			45,513		1.65			1.85			0.62	(e)		22
Class R
Year ended 10/31/09		9.44		0.18	(c)		0.74			0.92			(0.17	)		—			(0.17	)		10.19		10.14			3,341		1.36	(d)		1.37	(d)		1.92	(d)		24
Year ended 10/31/08		14.28		0.20	(c)		(3.89	)		(3.69	)		(0.21	)		(0.94	)		(1.15	)		9.44		(27.73	)		902		1.26			1.27			1.68			18
Year ended 10/31/07		13.88		0.17			1.00			1.17			(0.18	)		(0.59	)		(0.77	)		14.28		8.67			740		1.25			1.25			1.20			17
Year ended 10/31/06		12.11		0.16	(c)		1.92			2.08			(0.15	)		(0.16	)		(0.31	)		13.88		17.38			430		1.25			1.28			1.18			9
Year ended 10/31/05(f)		11.99		0.00			0.12			0.12			—			—			—			12.11		1.00			10		1.25	(g)		1.39	(g)		1.03	(g)		22
Class Y
Year ended 10/31/09		9.43		0.22	(c)		0.76			0.98			(0.22	)		—			(0.22	)		10.19		10.79			5,893		0.86	(d)		0.87	(d)		2.42	(d)		24
Year ended 10/31/08(f)		10.84		0.01	(c)		(1.42	)		(1.41	)		—			—			—			9.43		(13.01	)		2,213		0.82	(g)		0.82	(g)		2.12	(g)		18
Investor Class
Year ended 10/31/09		9.42		0.20	(c)		0.76			0.96			(0.20	)		—			(0.20	)		10.18		10.63			986,096		1.01	(d)		1.02	(d)		2.27	(d)		24
Year ended 10/31/08		14.26		0.24	(c)		(3.89	)		(3.65	)		(0.25	)		(0.94	)		(1.19	)		9.42		(27.50	)		963,835		0.93			0.94			2.01			18
Year ended 10/31/07		13.88		0.22			0.98			1.20			(0.23	)		(0.59	)		(0.82	)		14.26		8.91			1,472,311		0.91			0.91			1.54			17
Year ended 10/31/06		12.11		0.20	(c)		1.92			2.12			(0.19	)		(0.16	)		(0.35	)		13.88		17.77			1,522,235		0.87			0.90			1.56			9
Year ended 10/31/05(f)		12.36		0.05			(0.26	)		(0.21	)		(0.04	)		—			(0.04	)		12.11		(1.68	)		1,546,221		0.97	(g)		1.09	(g)		1.30	(g)		22
Institutional Class
Year ended 10/31/09		9.43		0.23	(c)		0.75			0.98			(0.23	)		—			(0.23	)		10.18		10.88			58,842		0.68	(d)		0.69	(d)		2.60	(d)		24
Year ended 10/31/08		14.26		0.27	(c)		(3.88	)		(3.61	)		(0.28	)		(0.94	)		(1.22	)		9.43		(27.25	)		39,425		0.67			0.68			2.27			18
Year ended 10/31/07		13.88		0.25			0.98			1.23			(0.26	)		(0.59	)		(0.85	)		14.26		9.17			53,464		0.66			0.66			1.79			17
Year ended 10/31/06		12.12		0.02	(c)		2.12			2.14			(0.22	)		(0.16	)		(0.38	)		13.88		17.96			29,606		0.59			0.59			1.84			9
Year ended 10/31/05(f)		11.99		0.00			0.13			0.13			—			—			—			12.12		1.08			48		0.68	(g)		0.80	(g)		1.59	(g)		22

(a)	Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(b)	Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(c)	Calculated using average shares outstanding.
(d)	Ratios are based on average daily net assets (000’s omitted) of $164,189, $31,578, $32,096, $1,569, $4,264, $882,676 and $48,946 for Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares, respectively.
(e)	Net investment income per share and the ratio of net investment income to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income per share, excluding the special dividend, remained the same and the ratio of net investment income to average net assets excluding the special dividend are 1.24%, 0.59% and 0.59% for Class A, Class B and Class C shares, respectively.
(f)	Commencement date of October 25, 2005, October 3, 2008, July 15, 2005, and October 25, 2005 for Class R, Class Y, Investor Class and Institutional Class Shares, respectively.
(g)	Annualized.

20        AIM Diversified Dividend Fund

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of AIM Equity Funds

and Shareholders of AIM Diversified Dividend Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of AIM Diversified Dividend Fund (one of the funds constituting AIM Equity Funds, hereafter referred to as the “Fund”) at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

December 15, 2009

Houston, Texas

21        AIM Diversified Dividend Fund

Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2009 through October 31, 2009.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

							HYPOTHETICAL
							(5% annual return before
			ACTUAL				expenses)
	Beginning		Ending		Expenses		Ending		Expenses		Annualized
	Account Value		Account Value		Paid During		Account Value		Paid During		Expense
Class	(05/01/09)		(10/31/09)1		Period2		(10/31/09)		Period2		Ratio
A	$	1,000.00	$	1,218.10	$	6.09	$	1,019.71	$	5.55		1.09	%
B		1,000.00		1,214.70		10.27		1,015.93		9.35		1.84
C		1,000.00		1,215.00		10.27		1,015.93		9.35		1.84
R		1,000.00		1,217.80		7.49		1,018.45		6.82		1.34
Y		1,000.00		1,220.80		4.70		1,020.97		4.28		0.84
Investor		1,000.00		1,220.00		6.04		1,019.76		5.50		1.08

1	The actual ending account value is based on the actual total return of the Fund for the period May 1, 2009 through October 31, 2009, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2	Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.

22        AIM Diversified Dividend Fund

Supplement to Annual Report dated 10/31/09

AIM Diversified Dividend Fund

Institutional Class Shares

The following information has been prepared to provide Institutional Class shareholders with a performance overview specific to their holdings. Institutional Class shares are offered exclusively to institutional investors, including defined contribution plans that meet certain criteria.

Average Annual Total Returns
For periods ended 10/31/09
Inception	3.63	%
5 Years	2.52
1 Year	10.88
Average Annual Total Returns
For periods ended 9/30/09, the most recent calendar quarter-end
Inception	3.96	%
5 Years	2.99
1 Year	-5.14

Institutional Class shares’ inception date is October 25, 2005. Returns since that date are historical returns. All other returns are blended returns of historical Institutional Class share performance and restated Class A share performance (for periods prior to the inception date of Institutional Class shares) at net asset value (NAV) and reflect the Rule 12b-1 fees applicable to Class A shares. Class A shares’ inception date is December 31, 2001.

     Institutional Class shares have no sales charge; therefore, performance is at NAV. Performance of Institutional Class shares will differ from performance of other share classes primarily due to differing sales charges and class expenses.

     The net annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of

this supplement for Institutional Class shares was 0.67%.¹ The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this supplement for Institutional Class shares was 0.68%. The expense ratios presented above may vary from the expense ratios presented in other sections of the actual report that are based on expenses incurred during the period covered by the report.

     Had the advisor not waived fees and/ or reimbursed expenses in the past, performance would have been lower.

     Please note that past performance is not indicative of future results. More recent returns may be more or less than those shown. All returns assume reinvestment of distributions at NAV. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. See full report for information on comparative benchmarks. Please consult your Fund prospectus for more information. For the most current month-end performance, please call 800 451 4246 or visit invescoaim.com.

1 Total annual operating expenses less any contractual fee waivers and/or expense reimbursements by the advisor in effect through at least June 30, 2010. See current prospectus for more information.

Nasdaq Symbol DDFIX

Over for information on your Fund’s expenses.

This supplement must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

FOR INSTITUTIONAL INVESTOR USE ONLY – NOT FOR USE WITH THE PUBLIC
This material is for institutional investor use only and may not be quoted, reproduced, shown to the public or used in written form as sales literature for public use.

invescoaim.com       DDI-INS-1           Invesco Aim Distributors, Inc.

Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2009 through October 31, 2009.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

HYPOTHETICAL

(5% annual return before

ACTUAL

expenses)

Beginning

Ending

Expenses

Ending

Expenses

Annualized

Account Value

Account Value

Paid During

Account Value

Paid During

Expense

Class

(05/01/09)

(10/31/09)1

Period2

(10/31/09)

Period2

Ratio

Institutional

$

1,000.00

$

1,222.20

$

3.64

$

1,021.93

$

3.31

0.65

%

1	The actual ending account value is based on the actual total return of the Fund for the period May 1, 2009 through October 31, 2009, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2	Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.

AIM Diversified Dividend Fund

Approval of Investment Advisory and Sub-Advisory Agreements

The Board of Trustees (the Board) of AIM Equity Funds is required under the Investment Company Act of 1940 to approve annually the renewal of the AIM Diversified Dividend Fund (the Fund) investment advisory agreement with Invesco Aim Advisors, Inc. (Invesco Aim) and the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 16-17, 2009, the Board as a whole, and the disinterested or “independent” Trustees voting separately, approved the continuance of the Fund’s investment advisory agreement and the sub-advisory contracts for another year, effective July 1, 2009. In doing so, the Board determined that the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and that the compensation to Invesco Aim and the Affiliated Sub-Advisers under the Fund’s investment advisory agreement and sub-advisory contracts is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees that are responsible for overseeing the management of a number of the series portfolios of the AIM Funds. This Sub-Committee structure permits the Trustees to focus on the performance of the AIM Funds that have been assigned to them. The Sub-Committees meet throughout the year to review the performance of their assigned funds, and the Sub-Committees review monthly and quarterly comparative performance information and periodic asset flow data for their assigned funds. These materials are prepared under the direction and supervision of the independent Senior Officer, an officer of the AIM Funds who reports directly to the independent Trustees. Over the course of each year, the Sub-Committees meet with portfolio managers for their assigned funds and other members of management and review with these individuals the per-

formance, investment objective(s), policies, strategies and limitations of these funds.

     In addition to their meetings throughout the year, the Sub-Committees meet at designated contract renewal meetings each year to conduct an in-depth review of the performance, fees, expenses and other matters related to their assigned funds. During the contract renewal process, the Trustees receive comparative performance and fee data regarding the AIM Funds prepared by an independent company, Lipper, Inc. (Lipper), under the direction and supervision of the Senior Officer who also prepares a separate analysis of this information for the Trustees. Each Sub-Committee then makes recommendations to the Investments Committee regarding the fees and expenses of their assigned funds. The Investments Committee considers each Sub-Committee’s recommendations and makes its own recommendations regarding the fees and expenses of the AIM Funds to the full Board. The Investments Committee also considers each Sub-Committee’s recommendations in making its annual recommendation to the Board whether to approve the continuance of each AIM Fund’s investment advisory agreement and sub-advisory contracts for another year.

     The independent Trustees met separately during their evaluation of the Fund’s investment advisory agreement and sub-advisory contracts with independent legal counsel. The independent Trustees were also assisted in their annual evaluation of the Fund’s investment advisory agreement by the Senior Officer. One responsibility of the Senior Officer is to manage the process by which the AIM Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure that they are negotiated in a manner that is at arms’ length and reasonable. Accordingly, the Senior Officer must either supervise a competitive bidding process or prepare an independent written evaluation. The Senior Officer recommended that an independent written evaluation be provided and, at the direction of the Board, prepared an independent written evaluation.

     During the annual contract renewal process, the Board considered the factors discussed below in evaluating the fairness and reasonableness of the Fund’s investment advisory agreement and

sub-advisory contracts. The Board considered all of the information provided to them, including information provided at their meetings throughout the year as part of their ongoing oversight of the Fund, and did not identify any particular factor that was controlling. Each Trustee may have evaluated the information provided differently from another Trustee and attributed different weight to the various factors. The Trustees recognized that the advisory arrangements and resulting advisory fees for the Fund and the other AIM Funds are the result of years of review and negotiation between the Trustees and Invesco Aim, that the Trustees may focus to a greater extent on certain aspects of these arrangements in some years than in others, and that the Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these same arrangements throughout the year and in prior years.

     The discussion below serves as a summary of the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. Unless otherwise stated, information set forth below is as of June 17, 2009, and does not reflect any changes that may have occurred since that date, including but not limited to changes to the Fund’s performance, advisory fees, expense limitations and/or fee waivers.

Factors and Conclusions and Summary of Independent Written Fee Evaluation

A. Nature, Extent and Quality of Services Provided by Invesco Aim

The Board reviewed the advisory services provided to the Fund by Invesco Aim under the Fund’s investment advisory agreement, the performance of Invesco Aim in providing these services, and the credentials and experience of the officers and employees of Invesco Aim who provide these services. The Board’s review of the qualifications of Invesco Aim to provide these services included the Board’s consideration of Invesco Aim’s portfolio and product review process, various back office support functions provided by Invesco Aim and its affiliates, and Invesco Aim’s equity and

23                         AIM Diversified Dividend Fund continued

fixed income trading operations. The Board concluded that the nature, extent and quality of the advisory services provided to the Fund by Invesco Aim are appropriate and that Invesco Aim currently is providing satisfactory advisory services in accordance with the terms of the Fund’s investment advisory agreement. In addition, based on their ongoing meetings throughout the year with the Fund’s portfolio manager or managers, the Board concluded that these individuals are competent and able to continue to carry out their responsibilities under the Fund’s investment advisory agreement.

     In determining whether to continue the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Aim and the Fund, as well as the Board’s knowledge of Invesco Aim’s operations, and concluded that it is beneficial to maintain the current relationship, in part, because of such knowledge. The Board also considered the steps that Invesco Aim and its affiliates continue to take to improve the quality and efficiency of the services they provide to the AIM Funds in the areas of investment performance, product line diversification, distribution, fund operations, shareholder services and compliance. The Board concluded that the quality and efficiency of the services Invesco Aim and its affiliates provide to the AIM Funds in each of these areas support the Board’s approval of the continuance of the Fund’s investment advisory agreement.

B. Nature, Extent and Quality of Services Provided by affiliated Sub-Advisers

The Board reviewed the services provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board concluded that the nature, extent and quality of the services provided by the Affiliated Sub-Advisers are appropriate. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are geographically dispersed in financial centers around the world, can provide research and other information and make recommendations on the markets and economies of various countries and securities of companies located in such countries or on various types of investments and investment techniques. The Board concluded that

the sub-advisory contracts benefit the Fund and its shareholders by permitting Invesco Aim to utilize the additional resources and talent of the Affiliated Sub-Advisers in managing the Fund.

C. Fund Performance

The Board considered Fund performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.

     The Board compared the Fund’s performance during the past one, three and five calendar years to the performance of all funds in the Lipper performance universe that are not managed by Invesco Aim or an Affiliated Sub-Adviser and against the Lipper Large-Cap Core Funds Index. The Board noted that the Fund’s performance was in the first quintile of its performance universe for the one, three and five year periods (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that the Fund’s performance was above the performance of the Index for the one, three and five year periods. Although the independent written evaluation of the Fund’s Senior Officer only considered Fund performance through the most recent calendar year, the Board also reviewed more recent Fund performance and this review did not change their conclusions. The Board noted that, in response to the Board’s focus on fund performance, Invesco Aim has taken a number of actions intended to improve the investment process for the funds.

D. Advisory and Sub-Advisory Fees and Fee Waivers

The Board compared the Fund’s contractual advisory fee rate to the contractual advisory fee rates of funds in the Fund’s Lipper expense group that are not managed by Invesco Aim or an Affiliated Sub-Adviser, at a common asset level. The Board noted that the Fund’s contractual advisory fee rate was below the median contractual advisory fee rate of funds in its expense group. The Board also reviewed the methodology used by Lipper in determining contractual fee rates, which includes using audited financial data from the most recent annual report of each fund in the expense

group that was publicly available as of the end of the past calendar year. The Board noted that some comparative data was at least one year old and that other data did not reflect the market downturn that occurred in the fourth quarter of 2008.

     The Board also compared the Fund’s effective fee rate (the advisory fee after any advisory fee waivers and before any expense limitations/waivers) to the advisory fee rates of other domestic clients of Invesco Aim and its affiliates with investment strategies comparable to those of the Fund, including two mutual funds advised by Invesco Aim. The Board noted that the Fund’s rate was below the effective fee rates for the two mutual funds.

     The Board noted that Invesco Aim has agreed to reduce the per account transfer agent fee for all the retail funds, including the Fund, effective July 1, 2009. The Board also noted that Invesco Aim has contractually agreed to waive fees and/or limit expenses of the Fund through at least June 30, 2010 in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund. The Board noted that at the current expense ratio for the Fund, this expense waiver does not have any impact.

     The Board also considered the services provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts and the services provided by Invesco Aim pursuant to the Fund’s advisory agreement, as well as the allocation of fees between Invesco Aim and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Aim to the Affiliated Sub-Advisers, and that Invesco Aim and the Affiliated Sub-Advisers are affiliates.

     After taking account of the Fund’s contractual advisory fee rate, the contractual sub-advisory fee rate, the comparative advisory fee information discussed above and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees are fair and reasonable.

E. Economies of Scale and Breakpoints

     The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints

24                         AIM Diversified Dividend Fund continued

in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule includes six breakpoints and that the level of the Fund’s advisory fees, as a percentage of the Fund’s net assets, has decreased as net assets increased because of the breakpoints. The Board concluded that the Fund’s advisory fees appropriately reflect economies of scale at current asset levels. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the AIM Funds and affiliates.

F. Profitability and Financial Resources

The Board reviewed information from Invesco Aim concerning the costs of the advisory and other services that Invesco Aim and its affiliates provide to the Fund and the profitability of Invesco Aim and its affiliates in providing these services. The Board also reviewed information concerning the financial condition of Invesco Aim and its affiliates. The Board reviewed with Invesco Aim the methodology used to prepare the profitability information. The Board considered the overall profitability of Invesco Ltd., the ultimate parent of Invesco Aim and the Affiliated Sub-Advisers, and of Invesco Aim, as well as the profitability of Invesco Aim in connection with managing the Fund. The Board noted that Invesco Aim continues to operate at a net profit, although the reduction of assets under management as a result of market movements and the increase in voluntary fee waivers for affiliated money market funds have reduced the profitability of Invesco Aim and its affiliates. The Board concluded that the Fund’s fees are fair and reasonable, and that the level of profits realized by Invesco Aim and its affiliates from providing services to the Fund is not excessive in light of the nature, quality and extent of the services provided. The Board considered whether Invesco Aim is financially sound and has the resources necessary to perform its obligations under the Fund’s investment advisory agreement, and concluded that Invesco Aim has the financial resources necessary to fulfill these obligations. The Board also considered whether each Affiliated Sub-Adviser is financially sound and has the resources necessary to perform its obligations under the sub-advisory contracts, and concluded that each Affiliated Sub-Adviser has the

financial resources necessary to fulfill these obligations.

G. Collateral Benefits to Invesco Aim and its Affiliates

The Board considered various other benefits received by Invesco Aim and its affiliates resulting from Invesco Aim’s relationship with the Fund, including the fees received by Invesco Aim and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Aim and its affiliates in providing these services and the organizational structure employed by Invesco Aim and its affiliates to provide these services. The Board also considered that these services are provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Aim and its affiliates are providing these services in a satisfactory manner and in accordance with the terms of their contracts, and are qualified to continue to provide these services to the Fund.

     The Board considered the benefits realized by Invesco Aim and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Aim and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Aim’s and the Affiliated Sub-Advisers’ expenses. The Board concluded that Invesco Aim’s and the Affiliated Sub-Advisers’ soft dollar arrangements are appropriate. The Board also concluded that, based on their review and representations made by the Chief Compliance Officer of Invesco Aim, these arrangements are consistent with regulatory requirements.

     The Board considered the fact that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Aim pursuant to procedures approved by the Board. The Board noted that Invesco Aim will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Aim has contractually agreed to waive through at least June 30, 2010, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Aim receives from the affiliated money

market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.

25 AIM Diversified Dividend Fund

Tax Information

Form 1099-DIV, Form 1042-S and other year-end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisors.

  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.

  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended October 31, 2009:

Federal and State Income Tax
Qualified Dividend Income*	100%
Corporate Dividends Received Deduction*	100%

*  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

26        AIM Diversified Dividend Fund

Trustees and Officers

The address of each trustee and officer of AIM Equity Funds (the “Trust”), is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. Each trustee oversees 105 portfolios in the AIM Funds complex. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.

Name, Year of Birth and	Trustee and/	Principal Occupation(s)	Other Directorship(s)
Position(s) Held with the Trust	or Officer Since	During Past 5 Years	Held by Trustee
Interested Persons
Martin L. Flanagan1 — 1960 Trustee	2007	Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco Aim and a global investment management firm); Chairman, Invesco Aim Advisors, Inc. (registered investment advisor); Trustee, The AIM Family of Funds®; Board of Governors, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business	None
		Formerly: Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco Aim and a global investment management firm); Director, Invesco Ltd.; Chairman and Vice Chairman, Investment Company Institute
Philip A. Taylor2 — 1954 Trustee, President and Principal Executive Officer	2006	Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Chief Executive Officer and President, Invesco Aim Advisors, Inc. and 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Aim Management Group, Inc. (financial services holding company) and Invesco Aim Capital Management, Inc. (registered investment advisor); Director and President, INVESCO Funds Group, Inc. (registered investment advisor and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director, Invesco Aim Distributors, Inc. (registered broker dealer); Director and Chairman, Invesco Aim Investment Services, Inc. (registered transfer agent) and INVESCO Distributors, Inc. (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, AIM Trimark Corporate Class Inc. (corporate mutual fund company) and AIM Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment advisor and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The AIM Family of Funds® (other than AIM Treasurer’s Series Trust and Short-Term Investments Trust); Trustee and Executive Vice President, The AIM Family of Funds® (AIM Treasurer’s Series Trust and Short-Term Investments Trust only); and Manager, Invesco PowerShares Capital Management LLC	None
		Formerly: President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The AIM Family of Funds® (AIM Treasurer’s Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.
Independent Trustees
Bruce L. Crockett — 1944 Trustee and Chair	1993	Chairman, Crockett Technology Associates (technology consulting company)	ACE Limited (insurance company); Captaris, Inc. (unified messaging provider); and Investment Company Institute
Bob R. Baker — 1936 Trustee	2003	Retired	None
Frank S. Bayley — 1939 Trustee	2001	Retired Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios)	None
James T. Bunch — 1942 Trustee	2003	Founder, Green, Manning & Bunch Ltd., (investment banking firm)	Board of Governors, Western Golf Association/Evans Scholars Foundation and Executive Committee, United States Golf Association
Albert R. Dowden — 1941 Trustee	2000	Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (registered investment company); and Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company) Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations	Board of Nature’s Sunshine Products, Inc.
Jack M. Fields — 1952 Trustee	1997	Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company)	Administaff
Carl Frischling — 1937 Trustee	1988	Partner, law firm of Kramer Levin Naftalis and Frankel LLP	Director, Reich & Tang Funds (16 portfolios)
Prema Mathai-Davis — 1950 Trustee	1998	Retired	None
Lewis F. Pennock — 1942 Trustee	1988	Partner, law firm of Pennock & Cooper	None
Larry Soll — 1942 Trustee	2003	Retired	None
Raymond Stickel, Jr. — 1944 Trustee	2005	Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios)	None

1	Mr. Flanagan is considered an interested person of the Trust because he is an officer of the advisor to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the advisor to the Trust.
2	Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the advisor to, and a director of the principal underwriter of, the Trust.

T-1

Trustees and Officers — (continued)

Name, Year of Birth and	Trustee and/	Principal Occupation(s)	Other Directorship(s)
Position(s) Held with the Trust	or Officer Since	During Past 5 Years	Held by Trustee
Other Officers
Russell C. Burk — 1958 Senior Vice President and Senior Officer	2005	Senior Vice President and Senior Officer of The AIM Family of Funds® Formerly: Director of Compliance and Assistant General Counsel, ICON Advisers, Inc.; Financial Consultant, Merrill Lynch; General Counsel and Director of Compliance, ALPS Mutual Funds, Inc.	N/A
John M. Zerr — 1962 Senior Vice President, Chief Legal Officer and Secretary	2006	Director, Senior Vice President, Secretary and General Counsel, Invesco Aim Management Group, Inc., Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Director, Senior Vice President and Secretary, Invesco Aim Distributors, Inc.; Director, Vice President and Secretary, Invesco Aim Investment Services, Inc. and INVESCO Distributors, Inc.; Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The AIM Family of Funds®; and Manager, Invesco PowerShares Capital Management LLC	N/A
		Formerly: Director, Vice President and Secretary, Fund Management Company; Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
Lisa O. Brinkley — 1959 Vice President	2004	Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Aim Distributors, Inc. and Invesco Aim Investment Services, Inc.; and Vice President, The AIM Family of Funds®	N/A
		Formerly: Senior Vice President, Invesco Aim Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisors, Inc. and The AIM Family of Funds®; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Aim Distributors, Inc.; Vice President, Invesco Aim Investment Services, Inc. and Fund Management Company
Kevin M. Carome — 1956 Vice President	2003	General Counsel, Secretary and Senior Managing Director, Invesco Ltd.; Director, Invesco Holding Company Limited and INVESCO Funds Group, Inc.; Director and Executive Vice President, IVZ, Inc., Invesco Group Services, Inc., Invesco North American Holdings, Inc. and Invesco Investments (Bermuda) Ltd.; and Vice President, The AIM Family of Funds®	N/A
		Formerly: Senior Managing Director and Secretary, Invesco North American Holdings, Inc.; Vice President and Secretary, IVZ, Inc. and Invesco Group Services, Inc.; Senior Managing Director and Secretary, Invesco Holding Company Limited; Director, Senior Vice President, Secretary and General Counsel, Invesco Aim Management Group, Inc. and Invesco Aim Advisors, Inc.; Senior Vice President, Invesco Aim Distributors, Inc.; Director, General Counsel and Vice President, Fund Management Company; Vice President, Invesco Aim Capital Management, Inc. and Invesco Aim Investment Services, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The AIM Family of Funds®; Director and Vice President, INVESCO Distributors, Inc.; and Chief Executive Officer and President, INVESCO Funds Group, Inc.
Sheri Morris — 1964 Vice President, Treasurer and Principal Financial Officer	1999	Vice President, Treasurer and Principal Financial Officer, The AIM Family of Funds®; and Vice President, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management Inc. Formerly: Assistant Vice President and Assistant Treasurer, The AIM Family of Funds® and Assistant Vice President, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.	N/A
Karen Dunn Kelley — 1960 Vice President	2004	Head of Invesco’s World Wide Fixed Income and Cash Management Group; Vice President, Invesco Institutional (N.A.), Inc. (registered investment advisor); Director of Cash Management and Senior Vice President, Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Executive Vice President, Invesco Aim Distributors, Inc.; Senior Vice President, Invesco Aim Management Group, Inc.; and Director, Invesco Mortgage Capital Inc.; Vice President, The AIM Family of Funds® (other than AIM Treasurer’s Series Trust and Short-Term Investments Trust); and President and Principal Executive Officer, The AIM Family of Funds® (AIM Treasurer’s Series Trust and Short-Term Investments Trust only)	N/A
		Formerly: President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer and Managing Director, Invesco Aim Capital Management, Inc.; and Vice President, Invesco Aim Advisors, Inc. and The AIM Family of Funds® (AIM Treasurer’s Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only)
Lance A. Rejsek — 1967 Anti-Money Laundering Compliance Officer	2005	Anti-Money Laundering Compliance Officer, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc., Invesco Aim Distributors, Inc., Invesco Aim Investment Services, Inc., Invesco Aim Private Asset Management, Inc. and The AIM Family of Funds®	N/A
		Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company; and Manager of the Fraud Prevention Department, Invesco Aim Investment Services, Inc.
Todd L. Spillane — 1958 Chief Compliance Officer	2006	Senior Vice President, Invesco Aim Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, The AIM Family of Funds®, Invesco Global Asset Management (N.A.), Inc. (registered investment advisor), Invesco Institutional (N.A.), Inc., (registered investment advisor), INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment advisor) and Invesco Senior Secured Management, Inc. (registered investment advisor); and Vice President, Invesco Aim Distributors, Inc. and Invesco Aim Investment Services, Inc.	N/A
		Formerly: Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company; and Global Head of Product Development, AIG-Global Investment Group, Inc.

The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisors.

Office of the Fund	Investment Advisor	Distributor	Auditors
11 Greenway Plaza	Invesco Aim Advisors, Inc.	Invesco Aim Distributors, Inc.	PricewaterhouseCoopers LLP
Suite 100	11 Greenway Plaza	11 Greenway Plaza	1201 Louisiana Street
Houston, TX 77046-1173	Suite 100	Suite 100	Suite 2900
	Houston, TX 77046-1173	Houston, TX 77046-1173	Houston, TX 77002-5678
Counsel to the Fund	Counsel to the	Transfer Agent	Custodian
Stradley Ronon Stevens & Young, LLP	Independent Trustees	Invesco Aim Investment Services, Inc.	State Street Bank and Trust Company
2600 One Commerce Square	Kramer, Levin, Naftalis & Frankel LLP	P.O. Box 4739	225 Franklin
Philadelphia, PA 19103	1177 Avenue of the Americas	Houston, TX 77210-4739	Boston, MA 02110-2801
	New York, NY 10036-2714

T-2

Important Notice Regarding Delivery of Security Holder Documents

To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Aim Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within thirty days after receiving your request.

Fund holdings and proxy voting information

The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invescoaim.com. Click the Products & Performance tab at the top of the home page; click Mutual Funds; and then click Fund Overview. Select your Fund from the drop-down menu and click on Complete Quarterly Holdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-01424 and 002-25469.

     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or on the Invesco Aim website, invescoaim.com. Click the About Us tab at the top of the home page; click Legal Information; and then click Invesco Aim Proxy Voting Guidelines. The information is also available on the SEC website, sec.gov.

     Information regarding how the Fund voted proxies related to its portfolio securities during the 12 months ended June 30, 2009, is available at our website, invescoaim.com. Click the About Us tab at the top of the home page; click Legal Information; and then click Proxy Voting Search. The information is also available on the SEC website, sec.gov.

If used after January 20, 2010, this report must be accompanied by a Fund fact sheet or Invesco Aim Quarterly Performance Review for the most recent quarter-end. Invesco Aim^SM is a service mark of Invesco Aim Management Group, Inc. Invesco Aim Advisers, Inc., Invesco Aim Capital Management, Inc., Invesco Aim Private Asset Management, Inc. and Invesco PowerShares Capital Management LLC are the investment advisers for the products and services represented by Invesco Aim; they each provide investment advisory services to individual and institutional clients and do not sell securities. Please refer to each fund’s prospectus for information on the fund’s subadvisers. Invesco Aim Distributors, Inc. is the U.S. distributor for the retail mutual funds, exchange-traded funds and institutional money market funds and the subdistributor for the STIC Global Funds represented by Invesco Aim. All entities are indirect, wholly owned subsidiaries of Invesco Ltd.

     It is anticipated that on or about the end of the fourth quarter of 2009, Invesco Aim Advisers, Inc., Invesco Aim Capital Management, Inc., Invesco Private Asset Management, Inc. and Invesco Global Asset Management (N.A.), Inc. will be merged into Invesco Institutional (N.A.), Inc., and the consolidated adviser firm will be renamed Invesco Advisers, Inc. Additional information will be posted at invescoaim.com on or about the end of the fourth quarter of 2009.

invescoaim.com DDI-AR-1 Invesco Aim Distributors, Inc.

Annual Report to Shareholders October 31, 2009

AIM Large Cap Basic Value Fund

2	Letters to Shareholders
4	Performance Summary
4	Management Discussion
6	Long-Term Fund Performance
8	Supplemental Information
9	Schedule of Investments
11	Financial Statements
13	Notes to Financial Statements
21	Financial Highlights
22	Auditor’s Report
23	Fund Expenses
24	Approval of Investment Advisory and Sub-Advisory Agreements
27	Tax Information
T-1	Trustees and Officers

Letters to Shareholders

Philip Taylor

Dear Shareholders:

While the year covered by this report was difficult, economic conditions and market trends appeared more favorable at the close of the fiscal year than at its start. The 12 months ended October 31, 2009, included a sharp market sell-off in late 2008 that continued into early 2009 – when an abrupt rebound began.

Increased communication

This volatility prompted a greater-than-usual number of mutual fund shareholders to contact me. Some of you took the time to write a letter while others of you emailed me at phil@invescoaim.com.

     Your questions, comments and suggestions gave me better insight into what was on your minds.

     As a result, Invesco Aim’s investment professionals and I have increased our efforts to stay in touch with and share our views with you. We increased the number of “Investment Perspective” articles on our website, invescoaim.com. Through these articles, we’ve tried to provide timely market commentary, general investor education information and sector updates. I hope you’ll take a moment to read them and let me know if you find them useful.

     To access your Fund’s latest quarterly commentary, click on “Products and Performance” at the top of our website; next, select “Mutual Funds”; and then click on “Quarterly Commentary.”

Guarded optimism

Despite a steady stream of bad economic news, markets in the U.S. and around the world began a rather robust recovery in March 2009. History has shown that no matter how positive or negative the economic news of the day may be, markets tend to look forward – often anticipating economic improvement or deterioration well before it arrives. In his most recent Monetary Report to the Congress, U.S. Federal Reserve Board Chairman Ben Bernanke testified that he anticipates a gradual economic recovery in 2010 with some acceleration in growth in 2011.¹ I hope his guarded optimism proves to be accurate.

     Until then, many Americans have decided to spend less and save more. One government estimate suggests Americans saved just 1.7% of their disposable personal income in 2007, and just 2.7% in 2008.² That same estimate suggests Americans saved 3.7% and 4.9% of their disposable personal income in the first and second quarters of 2009, respectively.²

     While a sustained reduction in consumer spending could delay or weaken a recovery, many families have decided that spending less and saving more makes sense – and they are to be applauded for doing so. After all, while we can’t control market returns, we can control how much we regularly save and invest.

     Markets rise and fall, and sharp, sudden rebounds can often be followed by unpleasant, abrupt market downturns. While it may be difficult to save and invest more, and to do so over a long time horizon – particularly in periods of economic hardship – it really is a reliable way to build an investment portfolio.

     If you’ve made a similar decision, it’s important that you work with an experienced, trusted financial advisor. A financial advisor can help you prepare for 2010 by updating you on market conditions, helping you reevaluate your risk tolerance and suggesting investments that may be appropriate for you, given your changing needs and goals.

A single focus

I believe Invesco Aim is uniquely positioned to serve our clients. Our parent company, Invesco Ltd., is one of the largest³ and most diversified global asset managers. We provide clients with diversified investment strategies and a range of investment products managed by distinct management teams around the world. We believe we can serve you best by focusing on one thing and doing it well: managing your money.

     Our investment professionals have managed clients’ money in up markets and down markets. All of us here recognize that market conditions change often; what will not change is our commitment to putting our clients first, helping you achieve your financial goals and providing excellent customer service.

     If you have questions about this report or your account, please contact one of our client services representatives at 800 959 4246. If you have comments for me, I encourage you to email me at phil@invescoaim.com.

     Thank you for investing with us.

Sincerely,



Philip Taylor
Senior Managing Director, Invesco Ltd.
CEO, Invesco Aim

1 U.S. Federal Reserve; 2 Bureau of Economic Analysis; 3 Pensions & Investments

2 AIM Large Cap Basic Value Fund

Bruce Crockett

Dear Fellow Shareholders:

Although the economy and financial markets have shown some signs of hope, investors remain rightfully cautious. Staying with an appropriately diversified investment program focused on your individual long-term goals can be a wise course in such uncertain times. We believe the route to financial success is more like a marathon than a sprint.

     Please be assured that your Board continues to oversee the AIM Funds with a strong sense of responsibility for your money and your trust. As always, we seek to manage costs and enhance performance in ways that put your interests first.

     We are near the end of a busy 2009 proxy season, during which Invesco Aim Advisors, Inc.’s proxy committee votes on your behalf on issues put to a shareholder vote by the companies whose stock the Funds hold. This year, after careful case-by-case analysis by committee members and portfolio managers, the proxy committee voted with corporate management less often than in previous years, focusing on the issues of board independence, Say-On-Pay initiatives, and stock option re-pricing in light of the market’s decline. The committee remained committed to supporting non-binding Say-on-Pay proposals and abstaining from voting on social issues.

     At its June meeting, your Board reviewed and renewed the investment advisory contracts between the AIM Funds and Invesco Aim Advisors, Inc. You can find the results of this rigorous annual process at invescoaim.com. Click the “About Us” tab at the top of the home page; click “Legal Information”; and then click “Investment Advisory Agreement Renewals.”

     The website also contains news and market information, investment education, planning information, current reports and prospectuses for all the AIM Funds. I highly recommend it to you.

     You are always welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving you in the coming months.

Sincerely,



Bruce L. Crockett
Independent Chair
AIM Funds Board of Trustees

3 AIM Large Cap Basic Value Fund

Management’s Discussion of Fund Performance

Performance summary

For the fiscal year ended October 31, 2009, all share classes of AIM Large Cap Basic Value Fund, at net asset value, outperformed the Russell 1000 Value Index, the S&P 500 Index and the Lipper Large-Cap Value Funds Index.

     Drivers of performance were largely stock specific. We attribute the Fund’s outperformance versus its indexes mainly to above-market returns from several of our investments in the information technology and financials sectors. Select investments in financials were also among the largest detractors from Fund performance during the fiscal year.

     Your Fund’s long-term performance appears later in this report.

Fund vs. Indexes

Total returns, 10/31/08 to 10/31/09, at net asset value (NAV). Performance shown does
not include applicable contingent deferred sales charges (CDSC) or front-end sales
charges, which would have reduced performance.

Class A Shares*	19.25	%
Class B Shares*	18.23
Class C Shares*	18.23
Class R Shares*	18.82
Class Y Shares*	19.57
Investor Class Shares*	19.23
S&P 500 Index▼ (Broad Market Index)	9.80
Russell 1000 Value Index▼ (Style-Specific Index)	4.78
Lipper Large-Cap Value Funds Index▼ (Peer Group Index)	10.69

▼	Lipper Inc.
*	Performance includes litigation proceeds. Had these proceeds not been received, total return would have been lower.

How we invest

We seek to create wealth by maintaining a long-term investment horizon and investing in companies that are selling at a significant discount to their estimated intrinsic value. We believe intrinsic value represents the inherent business value of portfolio holdings based on our estimates of future company cash flow. Intrinsic value estimates are independent of market price, and, as a result, market price may never reflect intrinsic value estimates, especially for an entire portfolio. The Fund’s philosophy is based on key elements that we believe have extensive empirical evidence:

n Company intrinsic values can be reasonably estimated. Importantly, this estimated fair business value is independent of the company’s stock price.

n	Market prices are more volatile than business values, partly because investors regularly overreact to negative news.
n	Long-term investment results are a function of the level and growth of business value in the portfolio.

     Since our application of this strategy is highly disciplined and relatively unique, it is important to understand the benefits and limitations of our process. First, the investment strategy is intended to preserve your capital while growing it at above-market rates over the long term. Second, our investments have little in common with popular stock market indexes and most of our peers. And third, the Fund’s short-term relative performance will naturally be different than the stock market and peers and have little information value since we simply don’t own the same stocks.

Market conditions and your Fund

The fiscal year was truly a tale of two markets. During the first four months of the fiscal year, equity markets experienced steep declines as severe problems in credit markets, a rapidly deteriorating housing market, rising energy and food prices and a deteriorating outlook for corporate earnings led to a global economic recession. However, the U.S. economy began to show signs that the economic contraction was subsiding, and equity markets rapidly reversed direction beginning in March 2009 and rallied strongly through most of the remaining months in the fiscal year.

     In this environment, the sectors with the highest returns in the broad market as represented by the S&P 500 Index included more economically sensitive sectors such as information technology and consumer discretionary.¹ Conversely, sectors with the lowest returns included less economically sensitive sectors such as consumer staples and health care.¹

     While market performance improved following the market low, the environment was still far from normal as valuation and credit spreads remained at abnormally high levels. Our investment results can be lumpy during periods like this, but historically these types of markets have yielded attractive opportunities for future capital growth.

     ASML, the world’s leading provider of lithography systems for the semiconductor industry, was the Fund’s top contributor during the fiscal year. Despite a difficult business environment, recent sales gains and improving cost trends have returned the company to profitability and improved its outlook for 2010.

     The financials sector outperformed during much of 2009 as investors contemplated an eventual end, or at least an abatement, to the global credit crisis. Our investments in Morgan Stanley and XL Capital posted double-digit gains and made significant contributions to Fund performance. Morgan Stanley’s stock rose by over 85% during the fiscal year. Investors reacted favorably to the

Portfolio Composition
By sector

Financials	27.6	%
Information Technology	22.4
Consumer Discretionary	18.1
Industrials	11.7
Health Care	7.9
Energy	4.5
Consumer Staples	3.4
Materials	1.8
Money Market Funds Plus
Other Assets Less Liabilities	2.6

Top 10 Equity Holdings*

1.	ASML Holding N.V.	5.4	%
2.	UnitedHealth Group Inc.	4.0
3.	XL Capital Ltd.-Class A	3.8
4.	American Express Co.	3.7
5.	Moody’s Corp.	3.6
6.	Dell Inc.	3.4
7.	Robert Half International, Inc.	3.4
8.	Omnicom Group Inc.	3.1
9.	Illinois Tool Works Inc.	3.1
10.	KLA-Tencor Corp.	3.0

Total Net Assets	$165.2 million
Total Number of Holdings*		44

The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.

* Excluding money market fund holdings.

4 AIM Large Cap Basic Value Fund

announcement of a joint venture between the company and Citigroup in which Morgan Stanley bought Citi’s Smith Barney unit and combined it with its global wealth management group. The new joint venture, called Morgan Stanley Smith Barney, is the industry’s leading wealth management business.

     After declining significantly in 2008 due to credit-related issues, specialty insurance provider XL Capital’s stock rebounded from its early 2009 lows, gaining over 80% during the fiscal year as investor concerns abated. We continued to believe the company was undervalued despite its stock’s significant rebound.

     While many financial stocks performed well, several of our holdings within the sector posted declines and detracted significantly from Fund results during the fiscal year. Citigroup’s stock fell by more than 70% during the fiscal year. In February, Citigroup took the dramatic step of recapitalizing the company via a preferred-for-common exchange. The result bolstered Citigroup’s capital position to among the strongest in the world, but diluted our estimate of per-share intrinsic value severely. SLM (Sallie Mae) declined in response to investor concerns that regulatory changes would hurt its future prospects. We believed the shares of the company traded at a large enough discount to estimated intrinsic value to compensate for uncertainties surrounding pending legislation in the student loan market.

     Our valuation analysis suggested the recent market stress produced some of the most compelling valuation opportunities in history. As a consequence, our turnover was higher than normal during the fiscal year as we tried to exploit those opportunities.

Context for results

The crisis environment that characterized 2008 and part of 2009 abated after the market’s March low. This process was favorable to the Fund and shifted investor attention to the valuation opportunities created by the crisis and exploited by our investment process. We continued to believe the valuation opportunity captured by the Fund remains compelling despite record appreciation since March 9, 2009. But a self-sustaining economic recovery is a necessary precondition for further normalization of equity values.

     Following the market low in March, valuation spreads tightened from record-wide levels and, consequently, the difference between price and our estimate of portfolio value also declined. However, despite the sharp market increase, the Fund’s price-to-value ratio remains compelling versus history, but

substantially less than at the recent market low. Shareholders should not expect the magnitude of recent outperformance to be repeated in the next six months. While we think portfolio values remain compelling, the next phase of any market recovery could prove more muted.

Portfolio assessment

We believe the single most important indicator of the way the Fund is positioned for potential future success is not our historical investment results or popular statistical measures, but rather the difference between current market prices and the Fund’s estimated intrinsic value — the aggregate business value of the portfolio based on our estimate of intrinsic value for each individual holding.

     At the close of the fiscal year, the difference between the market price and the estimated intrinsic value of the Fund remained high versus history, according to our estimation. While there is no assurance that market value will ever reflect our estimate of the Fund’s intrinsic value, we believe the large gap between price and estimated intrinsic value may stack the odds in favor of above-average capital appreciation as capital markets normalize.

In closing

Markets experienced a strong recovery in 2009, and the Fund significantly outperformed the broad market and its indexes. We would like to caution investors against making investment decisions based on short-term performance. As always, we recommend that you consult a financial advisor to discuss your individual financial program.

     We continue to work hard to protect and grow the Fund’s estimated intrinsic value. We thank you for your investment and for sharing our long-term investment perspective.

1 Lipper Inc.

The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Aim Advisors, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Aim Advisors, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

See important Fund and index disclosures later in this report.

Bret Stanley

Chartered Financial Analyst, senior portfolio manager, is lead manager of AIM Large Cap Basic Value Fund. He began his investment career in 1988 and joined Invesco Aim in 1998. He earned a B.B.A. in finance from The University of Texas at Austin and an M.S. in finance from the University of Houston.

R. Canon Coleman II

Chartered Financial Analyst, portfolio manager, is manager of AIM Large Cap Basic Value Fund. He began his investment career in 1996 and joined Invesco Aim in 2000. He earned a B.S. and an M.S. in accounting from the University of Florida. He also earned an M.B.A. from the Wharton School at the University of Pennsylvania.

Matthew Seinsheimer

Chartered Financial Analyst, senior portfolio manager, is manager of AIM Large Cap Basic Value Fund. He began his investment career in 1992 and joined Invesco Aim in 1998. He earned a B.B.A. from Southern Methodist University and an M.B.A. from The University of Texas at Austin.

Michael Simon

Chartered Financial Analyst, senior portfolio manager, is manager of AIM Large Cap Basic Value Fund. He began his investment career in 1989 and joined Invesco Aim in 2001. He earned a B.B.A. in finance from Texas Christian University and an M.B.A. from the University of Chicago.

Assisted by the Basic Value Team

5 AIM Large Cap Basic Value Fund

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class with Sales Charges since Inception

Fund and index data from 6/30/99

Past performance cannot guarantee comparable future results.

      The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group reflects fund expenses and management fees; performance of a market index does not. Performance

shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

     This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating changes in value during the early years shown in the chart. The vertical axis, the

one that indicates the dollar value of an investment, is constructed with each segment representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $5,000 and $10,000 is the same size as the space between $10,000 and $20,000.

Invesco Aim Privacy Policy

You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.

     Invesco Aim collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.

     Even within Invesco Aim, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco Aim maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our web site – invescoaim.com. More detail is available to you at that site.

6 AIM Large Cap Basic Value Fund

Average Annual Total Returns

As of 10/31/09, including maximum applicable
sales charges

Class A Shares
Inception (6/30/99)	0.17	%
10 Years	0.80
5 Years	-4.50
1 Year	12.69
Class B Shares
Inception (8/1/00)	-1.03	%
5 Years	-4.47
1 Year	13.23
Class C Shares
Inception (8/1/00)	-1.12	%
5 Years	-4.14
1 Year	17.23
Class R Shares
10 Years	1.15	%
5 Years	-3.67
1 Year	18.82
Class Y Shares
10 Years	1.40	%
5 Years	-3.36
1 Year	19.57
Investor Class Shares
10 Years	1.38	%
5 Years	-3.41
1 Year	19.23

Performance includes litigation proceeds. Had these proceeds not been received, total return would have been lower.

Class R shares’ inception date is June 3, 2002. Returns since that date are historical returns. All other returns are blended returns of historical Class R share performance and restated Class A share performance (for periods prior to the inception date of Class R shares) at net asset value, adjusted to reflect the higher Rule 12b-1 fees applicable to Class R shares. Class A shares’ inception date is June 30, 1999.

     Class Y shares’ inception date is October 3, 2008; returns since that date are actual returns. All other returns are blended returns of actual Class Y share performance and restated Class A share performance (for periods prior to the inception date of Class Y shares) at net asset value. The restated Class A share

Average Annual Total Returns

As of 9/30/09, the most recent calendar quarter-end, including maximum applicable sales charges

Class A Shares
Inception (6/30/99)	0.55	%
10 Years	1.69
5 Years	-3.55
1 Year	-9.57
Class B Shares
Inception (8/1/00)	-0.62	%
5 Years	-3.54
1 Year	-9.83
Class C Shares
Inception (8/1/00)	-0.71	%
5 Years	-3.19
1 Year	-6.04
Class R Shares
10 Years	2.05	%
5 Years	-2.73
1 Year	-4.64
Class Y Shares
10 Years	2.29	%
5 Years	-2.41
1 Year	-4.05
Investor Class Shares
10 Years	2.28	%
5 Years	-2.45
1 Year	-4.29

Performance includes litigation proceeds. Had these proceeds not been received, total return would have been lower.

performance reflects the Rule 12b-1 fees applicable to Class A shares as well as any fee waivers or expense reimbursements received by Class A shares. Class A shares’ inception date is June, 30, 1999.

     Investor Class shares’ inception date is September 30, 2003. Returns since that date are historical returns. All other returns are blended returns of historical Investor Class share performance and restated Class A share performance (for periods prior to the inception date of Investor Class shares) at net asset value, which restated performance will reflect the Rule 12b-1 fees applicable to Class A shares for the period using blended returns. Class A shares’ inception date is June 30, 1999.

     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invescoaim.com for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.

     The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class Y and Investor Class shares was 1.31%, 2.06%, 2.06%, 1.56%, 1.06% and 1.31%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class R shares do not have a front-end sales charge; returns shown are at net asset value and do not reflect a 0.75% CDSC that may be imposed on a total redemption of retirement plan assets within the first year. Class Y and Investor Class shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.

     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.

continued from page 8

differ from the net asset values and returns reported in the Financial Highlights.

n Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the

exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

7 AIM Large Cap Basic Value Fund

AIM Large Cap Basic Value Fund’s investment objective is long-term growth of capital.

n	Unless otherwise stated, information presented in this report is as of October 31, 2009, and is based on total net assets.
n	Unless otherwise noted, all data provided by Invesco Aim.

About share classes

n	Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any AIM fund. Please see the prospectus for more information.
n	Class R shares are available only to certain retirement plans. Please see the prospectus for more information.
n	Class Y shares are available to only certain investors. Please see the prospectus for more information.
n	All Investor Class shares are closed to new investors. Contact your financial advisor about purchasing our other share classes.

Principal risks of investing in the Fund

n	Individually negotiated, or over-the-counter, derivatives are also subject to counterparty risk — the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction of an underlying fund.
n	The Fund may use enhanced investment techniques such as derivatives. The principal risk of derivatives is that the fluctuations in their values may not correlate perfectly with the overall securities markets. Derivatives are subject to counterparty risk — the risk that the other party will not complete the transaction with the Fund.
n	Prices of equity securities change in response to many factors, including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity.
n	Foreign securities have additional risks, including exchange rate changes, political and economic upheaval, relative lack of information, relatively low market liquidity, and the potential lack of strict financial and accounting controls and standards.
n	The Fund may invest in debt securities, such as notes and bonds, which carry interest rate and credit risk.

n	Leveraging entails risks such as magnifying changes in the value of the portfolio’s securities.
n	Since a large percentage of the Fund’s assets may be invested in securities of a limited number of companies, each investment has a greater effect on the Fund’s overall performance, and any change in the value of those securities could significantly affect the value of your investment in the Fund.
n	There is no guarantee that the investment techniques and risk analysis used by the Fund’s portfolio managers will produce the desired results.
n	The prices of securities held by the Fund may decline in response to market risks.
n	The Fund may invest in obligations issued by agencies and instrumentalities of the U.S. government that may vary in the level of support they receive from the U.S. government. The U.S. government may choose not to provide financial support to U.S.-government- sponsored agencies or instrumentalities if it is not legally obligated to do so. In this case, if the issuer defaulted, the fund holding securities of such an issuer might not be able to recover its investment from the U.S. government.
n	The Fund invests in “value” stocks, which can continue to be inexpensive for long periods of time and may never realize their full value.
n	Although the Fund’s return during certain periods was positively impacted by its investments in initial public offerings (IPOs), there can be no assurance that the Fund will have favorable IPO investment opportunities in the future.

About indexes used in this report

n The S&P 500^® Index is a market capitalization-weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity and their industry.

n	The Russell 1000® Value Index measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. The Russell 1000 Value Index is a trademark/ service mark of the Frank Russell Company. Russell® is a trademark of the Frank Russell Company.
n	The Lipper Large-Cap Value Funds Index is an equally weighted representation of the largest funds in the Lipper Large-Cap Value Funds category. These funds typically have a below-average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P 500 Index.
n	The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
n	A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of an index of funds reflects fund expenses; performance of a market index does not.

Other information

n

The Chartered Financial Analysts® (CFA®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.

n

The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may

This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

NOT FDIC INSURED | MY LOSE VALUE | NO BANK GUARANTEE

Fund Nasdaq Symbols
Class A Shares	LCBAX
Class B Shares	LCBBX
Class C Shares	LCBCX
Class R Shares	LCBRX
Class Y Shares	LCBYX
Investor Class Shares	LCINX

8 AIM Large Cap Basic Value Fund

Schedule of Investments^(a)

October 31, 2009

	Shares		Value
Common Stocks & Other Equity Interests–97.41%
Advertising–5.12%
Interpublic Group of Cos., Inc. (The)(b)		561,300	$	3,379,026
Omnicom Group Inc.		148,197		5,080,193
				8,459,219
Aerospace & Defense–0.52%
Honeywell International Inc.		23,923		858,596
Asset Management & Custody Banks–1.94%
State Street Corp.		76,379		3,206,390
Brewers–2.18%
Molson Coors Brewing Co.–Class B		73,581		3,603,262
Casinos & Gaming–1.06%
International Game Technology		97,825		1,745,198
Communications Equipment–2.50%
Nokia Corp.–ADR (Finland)		327,991		4,135,967
Computer Hardware–3.40%
Dell Inc.(b)		387,566		5,615,831
Construction Materials–1.75%
Cemex S.A.B. de C.V.–ADR (Mexico)(b)		278,846		2,894,421
Consumer Finance–5.53%
American Express Co.		175,018		6,097,627
SLM Corp.(b)		313,282		3,038,836
				9,136,463
Data Processing & Outsourced Services–1.48%
Western Union Co.		134,133		2,437,197
Department Stores–1.27%
Nordstrom, Inc.		66,229		2,104,758
Diversified Capital Markets–1.78%
UBS AG (Switzerland)(b)		176,738		2,932,083
Education Services–0.39%
Apollo Group, Inc.–Class A(b)		11,340		647,514
Electronic Manufacturing Services–2.53%
Tyco Electronics Ltd. (Switzerland)		197,049		4,187,291
General Merchandise Stores–2.99%
Target Corp.		102,055		4,942,524
Health Care Equipment–1.44%
Baxter International Inc.		43,879		2,372,099
Home Improvement Retail–2.12%
Home Depot, Inc. (The)		139,505		3,500,180
Hotels, Resorts & Cruise Lines–1.12%
Marriott International, Inc.–Class A		74,011		1,854,716
Household Appliances–1.69%
Whirlpool Corp.		39,040		2,794,874
Human Resource & Employment Services–3.35%
Robert Half International, Inc.		238,562		5,534,638
Industrial Conglomerates–2.22%
Tyco International Ltd.		109,129		3,661,278
Industrial Machinery–5.62%
Illinois Tool Works Inc.		110,373		5,068,328
Ingersoll-Rand PLC (Ireland)		133,388		4,213,727
				9,282,055
Investment Banking & Brokerage–2.68%
Morgan Stanley		137,650		4,421,318
Managed Health Care–6.44%
Aetna Inc.		153,257		3,989,280
UnitedHealth Group Inc.		255,873		6,639,904
				10,629,184
Movies & Entertainment–1.10%
Walt Disney Co. (The)		66,524		1,820,762
Oil & Gas Drilling–0.68%
Transocean Ltd.(b)		13,371		1,121,961
Oil & Gas Equipment & Services–3.85%
Halliburton Co.		107,702		3,145,976
Schlumberger Ltd.		51,632		3,211,510
				6,357,486
Other Diversified Financial Services–6.54%
Bank of America Corp.		318,286		4,640,610
Citigroup Inc.(b)		279,702		1,143,981
JPMorgan Chase & Co.		119,957		5,010,604
				10,795,195
Packaged Foods & Meats–1.23%
Unilever N.V. (Netherlands)		66,243		2,039,796
Property & Casualty Insurance–3.83%
XL Capital Ltd.–Class A		385,066		6,318,933
Regional Banks–1.69%
Fifth Third Bancorp		312,185		2,790,934

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

9        AIM Large Cap Basic Value Fund

	Shares		Value
Semiconductor Equipment–8.46%
ASML Holding N.V. (Netherlands)		332,838	$	8,959,096
KLA-Tencor Corp.		154,449		5,021,137
				13,980,233
Specialized Finance–3.61%
Moody’s Corp.		251,602		5,957,935
Specialty Stores–1.26%
Staples, Inc.		95,956		2,082,245
Systems Software–4.04%
CA, Inc.		108,833		2,276,786
Microsoft Corp.		158,333		4,390,574
				6,667,360
Total Common Stocks & Other Equity Interests (Cost $165,266,583)				160,889,896
Money Market Funds–2.60%
Liquid Assets Portfolio–Institutional Class(c)		2,146,604		2,146,604
Premier Portfolio–Institutional Class(c)		2,146,604		2,146,604
Total Money Market Funds (Cost $4,293,208)				4,293,208
TOTAL INVESTMENTS–100.01% (Cost $169,559,791)				165,183,104
OTHER ASSETS LESS LIABILITIES–(0.01)%				(21,764	)
NET ASSETS–100.00%			$	165,161,340

Investment Abbreviations:

ADR – American Depositary Receipt

Notes to Schedule of Investments:

(a)	Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b)	Non-income producing security.
(c)	The money market fund and the Fund are affiliated by having the same investment advisor.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

10        AIM Large Cap Basic Value Fund

Statement of Assets and Liabilities

October 31, 2009

Assets:
Investments, at value (Cost $165,266,583)	$	160,889,896
Investments in affiliated money market funds, at value and cost		4,293,208
Total investments, at value (Cost $169,559,791)		165,183,104
Receivables for:
Fund shares sold		184,012
Dividends		67,068
Investment for trustee deferred compensation and retirement plans		35,558
Other assets		22,264
Total assets		165,492,006
Liabilities:
Payables for:
Fund shares reacquired		96,480
Accrued fees to affiliates		89,848
Accrued other operating expenses		75,305
Trustee deferred compensation and retirement plans		69,033
Total liabilities		330,666
Net assets applicable to shares outstanding	$	165,161,340
Net assets consist of:
Shares of beneficial interest	$	224,997,474
Undistributed net investment income		892,734
Undistributed net realized gain (loss)		(56,352,181	)
Unrealized appreciation (depreciation)		(4,376,687	)
	$	165,161,340
Net Assets:
Class A	$	53,876,295
Class B	$	10,119,339
Class C	$	9,424,866
Class R	$	1,711,562
Class Y	$	1,624,017
Investor Class	$	15,979,696
Institutional Class	$	72,425,565
Shares outstanding, $0.001 par value per share, unlimited number of shares authorized:
Class A		6,091,267
Class B		1,199,795
Class C		1,117,605
Class R		195,334
Class Y		183,121
Investor Class		1,802,918
Institutional Class		8,148,006
Class A:
Net asset value per share	$	8.84
Maximum offering price per share
(Net asset value of $8.84 divided by 94.50%)	$	9.35
Class B:
Net asset value and offering price per share	$	8.43
Class C:
Net asset value and offering price per share	$	8.43
Class R:
Net asset value and offering price per share	$	8.76
Class Y:
Net asset value and offering price per share	$	8.87
Investor Class:
Net asset value and offering price per share	$	8.86
Institutional Class:
Net asset value and offering price per share	$	8.89

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

11        AIM Large Cap Basic Value Fund

Statement of Operations

For the year ended October 31, 2009

Investment income:
Dividends (net of foreign withholding taxes of $73,503)	$	2,705,247
Dividends from affiliated money market funds (includes securities lending income of $283,153)		304,981
Total investment income		3,010,228
Expenses:
Advisory fees		884,632
Administrative services fees		50,000
Custodian fees		21,402
Distribution fees:
Class A		111,050
Class B		108,727
Class C		85,070
Class R		7,167
Investor Class		34,522
Transfer agent fees — A, B, C, R, Y and Investor		475,286
Transfer agent fees — Institutional		1,089
Trustees’ and officers’ fees and benefits		22,406
Other		222,310
Total expenses		2,023,661
Less: Fees waived, expenses reimbursed and expense offset arrangement(s)		(285,579	)
Net expenses		1,738,082
Net investment income		1,272,146
Realized and unrealized gain (loss) from:
Net realized gain (loss) from:
Investment securities (includes net gains (losses) from securities sold to affiliates of $(370,966))		(26,041,859	)
Foreign currencies		29,687
		(26,012,172	)
Change in net unrealized appreciation of:
Investment securities		49,683,874
Net realized and unrealized gain		23,671,702
Net increase (decrease) in net assets resulting from operations	$	24,943,848

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

12        AIM Large Cap Basic Value Fund

Statement of Changes in Net Assets

For the years ended October 31, 2009 and 2008

	2009			2008
Operations:
Net investment income	$	1,272,146		$	2,382,314
Net realized gain (loss)		(26,012,172	)		(28,682,041	)
Change in net unrealized appreciation (depreciation)		49,683,874			(156,303,782	)
Net increase (decrease) in net assets resulting from operations		24,943,848			(182,603,509	)
Distributions to shareholders from net investment income:
Class A		(695,321	)		(257,135	)
Class R		(15,243	)		—
Class Y		(15,353	)		—
Investor Class		(223,076	)		(74,279	)
Institutional Class		(1,802,419	)		(1,131,473	)
Total distributions from net investment income		(2,751,412	)		(1,462,887	)
Distributions to shareholders from net realized gains:
Class A		—			(9,225,360	)
Class B		—			(3,781,042	)
Class C		—			(2,059,162	)
Class R		—			(181,802	)
Investor Class		—			(2,664,534	)
Institutional Class		—			(11,312,968	)
Total distributions from net realized gains		—			(29,224,868	)
Share transactions-net:
Class A		(919,351	)		(9,941,085	)
Class B		(5,818,660	)		(10,997,389	)
Class C		(1,857,151	)		(2,887,545	)
Class R		63,676			551,247
Class Y		351,625			1,237,421
Investor Class		(1,669,069	)		(668,370	)
Institutional Class		(13,570,805	)		23,436,839
Net increase (decrease) in net assets resulting from share transactions		(23,419,735	)		731,118
Net increase (decrease) in net assets		(1,227,299	)		(212,560,146	)
Net assets:
Beginning of year		166,388,639			378,948,785
End of year (includes undistributed net investment income of $892,734 and $2,325,661, respectively)	$	165,161,340		$	166,388,639

Notes to Financial Statements

October 31, 2009

NOTE 1—Significant Accounting Policies

AIM Large Cap Basic Value Fund (the “Fund”) is a series portfolio of AIM Equity Funds (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of eight separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.

13        AIM Large Cap Basic Value Fund

	The Fund’s investment objective is long-term growth of capital.
	The Fund currently consists of seven different classes of shares: Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class. Investor Class shares of the Fund are offered only to certain grandfathered investors. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waiver shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class R, Class Y, Investor Class and Institutional Class shares are sold at net asset value. Under certain circumstances, Class R shares are subject to a CDSC. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.
	The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.
A.	Security Valuations — Securities, including restricted securities, are valued according to the following policy.
	A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
	Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
	Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
	Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
	Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities and Corporate Loans. The mean between the last bid and asked prices may be used to value debt obligations other than Corporate Loans.
	Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.
	Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B.	Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date.
	The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain/loss for investments no longer held and as unrealized gain/loss for investments still held.
	Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in

14        AIM Large Cap Basic Value Fund

	the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the advisor.
	The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C.	Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment advisor may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D.	Distributions — Distributions from income and net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E.	Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
	The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F.	Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to the Institutional Class are charged to such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.
G.	Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print, which is generally 45 days from the period-end date.
H.	Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I.	Securities Lending — The Fund may lend portfolio securities having a market value up to one-third of the Fund’s total assets. Such loans are secured by collateral equal to no less than the market value of the loaned securities determined daily by the securities lending provider. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its sponsored agencies. Cash collateral received in connection with these loans is invested in short-term money market instruments or affiliated money market funds and is shown as such on the Schedule of Investments. It is the Fund’s policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. Upon the failure of the borrower to return the securities, collateral may be liquidated and the securities may be purchased on the open market to replace the loaned securities. The Fund could experience delays and costs in gaining access to the collateral. The Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, is included in Dividends from affiliates on the Statement of Operations. The aggregate value of securities out on loan is shown as a footnote on the Statement of Assets and Liabilities, if any.
J.	Foreign Currency Translations — Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (i) sales of foreign currencies, (ii) currency gains or losses realized between the trade and settlement dates on securities transactions, and (iii) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.
	The Fund may invest in foreign securities which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable.

15        AIM Large Cap Basic Value Fund

K. Foreign Currency Contracts — The Fund may enter into foreign currency contracts to manage or minimize currency or exchange rate risk. The Fund may also enter into foreign currency contracts for the purchase or sale of a security denominated in a foreign currency in order to “lock in” the U.S. dollar price of that security. A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The use of foreign currency contracts does not eliminate fluctuations in the price of the underlying securities the Fund owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the contract date and reporting date exchange rates and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded. Realized and unrealized gains (losses) on the contracts are included in the Statement of Operations. The primary risks associated with foreign currency contracts include failure of the counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks may be in excess of the amounts reflected in the Statement of Assets and Liabilities.

NOTE 2—Advisory Fees and Other Fees Paid to Affiliates

The Trust has entered into a master investment advisory agreement with Invesco Aim Advisors, Inc. (the “Advisor” or “Invesco Aim”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Advisor based on the annual rate of the Fund’s average daily net assets as follows:

Average Net Assets	Rate
First $1 billion		0	.60%
Next $1 billion		0	.575%
Over $2 billion		0	.55%

  Under the terms of a master sub-advisory agreement approved by shareholders of the Fund between the Advisor and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisors”) the Advisor, not the Fund, may pay 40% of the fees paid to the Advisor to any such Affiliated Sub-Advisor(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Advisor(s).

  Effective July 1, 2009, the Advisor has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual operating expenses (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares to 2.00%, 2.75%, 2.75%, 2.25%, 1.75%, 2.00% and 1.75% of average daily net assets, respectively, through at least February 28, 2011. Prior to July 1, 2009, the Advisor had agreed to waive fees and/or reimburse expenses to the extent necessary to limit total annual operating expenses (excluding certain items dicussed below) of Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares to 1.22%, 1.97%, 1.97%, 1.47%, 0.97%, 1.22% and 0.97% of average daily net assets, respectively. In determining the advisor’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the net annual operating expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items or non-routine items; (v) expenses related to a merger or reorganization, as approved by the Fund’s Board of Trustees; and (vi) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Currently, in addition to the expense reimbursement arrangement with Invesco Ltd. (“Invesco”) described more fully below, the expense offset arrangements from which the Fund may benefit are in the form of credits that the Fund receives from banks where the Fund or its transfer agent has deposit accounts in which it holds uninvested cash. These credits are used to pay certain expenses incurred by the Fund.

  Further, the Advisor has contractually agreed, through at least June 30, 2010, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Advisor receives from the affiliated money market funds on investments by the Fund of uninvested cash (excluding investments of cash collateral from securities lending) in such affiliated money market funds.

  For the year ended October 31, 2009, the Advisor waived advisory fees of $4,727 and reimbursed class level expenses of $274,006 for Class A, Class B, Class C, Class R, Class Y and Investor Class shares in proportion to the relative net assets of such classes.

  At the request of the Trustees of the Trust, Invesco agreed to reimburse expenses incurred by the Fund in connection with market timing matters in the AIM Funds, which may include legal, audit, shareholder reporting, communications and trustee expenses. These expenses along with the related expense reimbursement are included in the Statement of Operations. For the year ended October 31, 2009, Invesco reimbursed expenses of the Fund in the amount of $504.

  The Trust has entered into a master administrative services agreement with Invesco Aim pursuant to which the Fund has agreed to pay Invesco Aim for certain administrative costs incurred in providing accounting services to the Fund. For the year ended October 31, 2009, expenses incurred under the agreement are shown in the Statement of Operations as administrative services fees.

  The Trust has entered into a transfer agency and service agreement with Invesco Aim Investment Services, Inc. (“IAIS”) pursuant to which the Fund has agreed to pay IAIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IAIS for certain expenses incurred by IAIS in the course of providing such services. IAIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IAIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended October 31, 2009, expenses incurred under the agreement are shown in the Statement of Operations as transfer agent fees.

  The Trust has entered into master distribution agreements with Invesco Aim Distributors, Inc. (“IADI”) to serve as the distributor for the Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class B, Class C, Class R and Investor Class shares (collectively the “Plans”). The Fund, pursuant to the Plans, pays IADI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares, 1.00% of the average daily net assets of Class B and Class C shares, 0.50% of the average daily net assets of Class R shares and 0.25% of the average daily net assets of Investor Class shares. Of the Plan payments, up to

16        AIM Large Cap Basic Value Fund

0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges that may be paid by any class of shares of the Fund. For the year ended October 31, 2009, expenses incurred under the Plans are shown in the Statement of Operations as distribution fees.

  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended October 31, 2009, IADI advised the Fund that IADI retained $13,412 in front-end sales commissions from the sale of Class A shares and $0, $14,290 and $2,060 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.

  Certain officers and trustees of the Trust are officers and directors of Invesco Aim, IAIS and/or IADI.

NOTE 3—Additional Valuation Information

Generally Accepted Accounting Principles (“GAAP”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

Level 1 —	Prices are determined using quoted prices in an active market for identical assets.
Level 2 —	Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.
Level 3 —	Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

  The following is a summary of the tiered valuation input levels as of October 31, 2009. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

	Level 1		Level 2		Level 3		Total
Equity Securities	$	154,184,212	$	10,998,892	$	—	$	165,183,104

NOTE 4—Security Transactions with Affiliated Funds

The Fund is permitted to purchase or sell securities from or to certain other AIM Funds under specified conditions outlined in procedures adopted by the Board of Trustees of the Trust. The procedures have been designed to ensure that any purchase or sale of securities by the Fund from or to another fund or portfolio that is or could be considered an affiliate by virtue of having a common investment advisor (or affiliated investment advisors), common Trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price. Pursuant to these procedures, for the year ended October 31, 2009, the Fund engaged in securities purchases of $1,622,078 and securities sales of $723,494, which resulted in net realized gains (losses) of $(370,966).

NOTE 5—Expense Offset Arrangement(s)

The expense offset arrangements are comprised of (i) transfer agency credits which result from balances in Demand Deposit Accounts (DDA) used by the transfer agent for clearing shareholder transactions and (ii) custodian credits which result from periodic overnight cash balances at the custodian. For the year ended October 31, 2009, the Fund received credits from these arrangements, which resulted in the reduction of the Fund’s total expenses of $6,342.

NOTE 6—Trustees’ and Officers’ Fees and Benefits

“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various AIM Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.

  During the year ended October 31, 2009, the Fund paid legal fees of $3,139 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust.

17        AIM Large Cap Basic Value Fund

NOTE 7—Cash Balances

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with The State Street Bank and Trust Company, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (i) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (ii) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco Aim, not to exceed the contractually agreed upon rate.

NOTE 8—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Years Ended October 31, 2009 and 2008:

	2009		2008
Ordinary income	$	2,751,412	$	3,645,846
Long-term capital gain		—		27,041,909
Total distributions	$	2,751,412	$	30,687,755

Tax Components of Net Assets at Period-End:

	2009
Undistributed ordinary income	$	960,444
Net unrealized appreciation (depreciation) — investments		(10,990,919	)
Temporary book/tax differences		(67,710	)
Capital loss carryforward		(49,737,949	)
Shares of beneficial interest		224,997,474
Total net assets	$	165,161,340

  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.

  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

  The Fund has a capital loss carryforward as of October 31, 2009 which expires as follows:

	Capital Loss
Expiration	Carryforward*
October 31, 2016	$	25,750,989
October 31, 2017		23,986,960
Total capital loss carryforward	$	49,737,949

*  Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.

NOTE 9—Investment Securities

The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended October 31, 2009 was $20,236,562 and $53,292,939, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.

Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
Aggregate unrealized appreciation of investment securities	$	26,247,185
Aggregate unrealized (depreciation) of investment securities		(37,238,104	)
Net unrealized appreciation (depreciation) of investment securities	$	(10,990,919	)
Cost of investments for tax purposes is $176,174,023.

18        AIM Large Cap Basic Value Fund

NOTE 10—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of foreign currency transactions, on October 31, 2009, undistributed net investment income was increased by $46,339 and undistributed net realized gain (loss) was decreased by $46,339. This reclassification had no effect on the net assets of the Fund.

NOTE 11—Share Information

	Summary of Share Activity
	Year ended October 31
	2009(a)						2008
	Shares			Amount			Shares			Amount
Sold:
Class A		1,735,280		$	13,800,251			799,992		$	8,938,323
Class B		182,043			1,271,587			215,082			2,213,557
Class C		311,980			2,113,599			271,805			2,752,066
Class R		92,697			638,710			112,033			1,274,565
Class Y(b)		81,154			627,723			136,134			1,237,421
Investor Class		253,471			1,855,222			203,797			2,241,011
Institutional Class		539,442			3,846,686			1,956,712			25,923,662
Issued as reinvestment of dividends:
Class A		101,978			652,661			622,968			8,808,762
Class B		—			—			261,282			3,511,629
Class C		—			—			143,836			1,933,154
Class R		2,401			15,243			12,967			181,802
Class Y		2,398			15,348			—			—
Investor Class		34,037			218,176			189,266			2,681,953
Institutional Class		281,628			1,802,419			874,522			12,444,441
Automatic conversion of Class B shares to Class A shares:
Class A		515,052			3,618,775			489,070			6,011,784
Class B		(538,802	)		(3,618,775	)		(516,074	)		(6,011,784	)
Reacquired:
Class A(b)		(2,628,879	)		(18,991,038	)		(2,846,551	)		(33,699,954	)
Class B		(525,490	)		(3,471,472	)		(916,365	)		(10,710,791	)
Class C		(603,251	)		(3,970,750	)		(656,585	)		(7,572,765	)
Class R		(80,863	)		(590,277	)		(84,537	)		(905,120	)
Class Y		(36,565	)		(291,446	)		—			—
Investor Class(b)		(545,481	)		(3,742,467	)		(449,357	)		(5,591,334	)
Institutional Class		(2,559,807	)		(19,219,910	)		(1,628,328	)		(14,931,264	)
Net increase (decrease) in share activity		(3,385,577	)	$	(23,419,735	)		(808,331	)	$	731,118

(a)	41% of the outstanding shares of the Fund are owned by affiliated mutual funds. Affiliated mutual funds are mutual funds that are advised by Invesco Aim.
(b)	Effective upon the commencement date of Class Y shares, October 3, 2008, the following shares were converted from Class A and Investor Class into Class Y shares of the Fund:

Class	Shares			Amount
Class Y		135,004		$	1,227,188
Class A		(120,764	)		(1,097,749	)
Investor Class		(14,208	)		(129,439	)

19        AIM Large Cap Basic Value Fund

NOTE 12—Financial Highlights

The following schedule presents financial highlights for each share of the Fund outstanding throughout the periods indicated.

																												Ratio of			Ratio of
																												expenses			expenses
						Net gains																						to average			to average net			Ratio of net
	Net asset		Net			(losses) on						Dividends			Distributions													net assets			assets without			investment
	value,		investment			securities (both			Total from			from net			from net						Net asset					Net assets,		with fee waivers			fee waivers			income (loss)
	beginning		income			realized and			investment			investment			realized			Total			value, end		Total			end of period		and/or expenses			and/or expenses			to average			Portfolio
	of period		(loss)(a)			unrealized)			operations			income			gains			Distributions			of period		Return(b)			(000s omitted)		absorbed			absorbed			net assets			turnover(c)
Class A
Year ended 10/31/09	$	7.55	$	0.05		$	1.35	(d)	$	1.40		$	(0.11	)	$	—		$	(0.11	)	$	8.84		19.12	%(d)	$	53,876		1.32	%(e)		1.66	%(e)		0.73	%(e)		14	%
Year ended 10/31/08		16.61		0.09			(7.83	)		(7.74	)		(0.04	)		(1.28	)		(1.32	)		7.55		(50.30	)		48,068		1.23			1.31			0.70			54
Year ended 10/31/07		15.64		0.06			1.76			1.82			(0.06	)		(0.79	)		(0.85	)		16.61		12.08			121,287		1.23			1.24			0.39			29
Year ended 10/31/06		13.52		0.06			2.06			2.12			—			—			—			15.64		15.68			126,700		1.22			1.28			0.40			26
Year ended 10/31/05		12.36		0.02			1.14			1.16			—			—			—			13.52		9.38			129,410		1.35			1.37			0.15			9
Class B
Year ended 10/31/09		7.13		(0.00	)		1.30	(d)		1.30			—			—			—			8.43		18.23	(d)		10,119		2.07	(e)		2.41	(e)		(0.02	)(e)		14
Year ended 10/31/08		15.83		(0.01	)		(7.41	)		(7.42	)		—			(1.28	)		(1.28	)		7.13		(50.65	)		14,839		1.98			2.06			(0.05	)		54
Year ended 10/31/07		15.00		(0.06	)		1.68			1.62			—			(0.79	)		(0.79	)		15.83		11.17			48,108		1.98			1.99			(0.36	)		29
Year ended 10/31/06		13.06		(0.05	)		1.99			1.94			—			—			—			15.00		14.86			60,627		1.97			2.03			(0.35	)		26
Year ended 10/31/05		12.02		(0.07	)		1.11			1.04			—			—			—			13.06		8.65			69,040		2.03			2.05			(0.53	)		9
Class C
Year ended 10/31/09		7.13		(0.00	)		1.30	(d)		1.30			—			—			—			8.43		18.23	(d)		9,425		2.07	(e)		2.41	(e)		(0.02	)(e)		14
Year ended 10/31/08		15.83		(0.01	)		(7.41	)		(7.42	)		—			(1.28	)		(1.28	)		7.13		(50.65	)		10,042		1.98			2.06			(0.05	)		54
Year ended 10/31/07		14.99		(0.06	)		1.69			1.63			—			(0.79	)		(0.79	)		15.83		11.25			26,123		1.98			1.99			(0.36	)		29
Year ended 10/31/06		13.06		(0.05	)		1.98			1.93			—			—			—			14.99		14.78			27,153		1.97			2.03			(0.35	)		26
Year ended 10/31/05		12.02		(0.07	)		1.11			1.04			—			—			—			13.06		8.65			26,593		2.03			2.05			(0.53	)		9
Class R
Year ended 10/31/09		7.47		0.04			1.33	(d)		1.37			(0.08	)		—			(0.08	)		8.76		18.82	(d)		1,712		1.57	(e)		1.91	(e)		0.48	(e)		14
Year ended 10/31/08		16.45		0.06			(7.76	)		(7.70	)		—			(1.28	)		(1.28	)		7.47		(50.43	)		1,352		1.48			1.56			0.45			54
Year ended 10/31/07		15.50		0.02			1.75			1.77			(0.03	)		(0.79	)		(0.82	)		16.45		11.82			2,314		1.48			1.49			0.14			29
Year ended 10/31/06		13.44		0.02			2.04			2.06			—			—			—			15.50		15.33			1,736		1.47			1.53			0.15			26
Year ended 10/31/05		12.31		0.00			1.13			1.13			—			—			—			13.44		9.18			1,306		1.53			1.55			(0.03	)		9
Class Y
Year ended 10/31/09		7.55		0.07			1.36	(d)		1.43			(0.11	)		—			(0.11	)		8.87		19.57	(d)		1,624		1.07	(e)		1.41	(e)		0.98	(e)		14
Year ended 10/31/08(f)		9.09		0.01			(1.55	)		(1.54	)		—			—			—			7.55		(16.94	)		1,028		0.98	(g)		1.26	(g)		0.95	(g)		54
Investor Class
Year ended 10/31/09		7.56		0.05			1.36	(d)		1.41			(0.11	)		—			(0.11	)		8.86		19.23	(d)		15,980		1.32	(e)		1.66	(e)		0.73	(e)		14
Year ended 10/31/08		16.64		0.09			(7.85	)		(7.76	)		(0.04	)		(1.28	)		(1.32	)		7.56		(50.33	)		15,590		1.23			1.31			0.70			54
Year ended 10/31/07		15.67		0.06			1.76			1.82			(0.06	)		(0.79	)		(0.85	)		16.64		12.06			35,232		1.23			1.24			0.39			29
Year ended 10/31/06		13.55		0.06			2.06			2.12			—			—			—			15.67		15.65			44,452		1.22			1.28			0.40			26
Year ended 10/31/05		12.37		0.03			1.15			1.18			—			—			—			13.55		9.54			62,838		1.28			1.30			0.22			9
Institutional Class
Year ended 10/31/09		7.63		0.09			1.35	(d)		1.44			(0.18	)		—			(0.18	)		8.89		19.85	(d)		72,426		0.82	(e)		0.82	(e)		1.23	(e)		14
Year ended 10/31/08		16.80		0.15			(7.91	)		(7.76	)		(0.13	)		(1.28	)		(1.41	)		7.63		(50.07	)		75,469		0.71			0.72			1.22			54
Year ended 10/31/07		15.82		0.15			1.77			1.92			(0.15	)		(0.79	)		(0.94	)		16.80		12.62			145,886		0.72			0.72			0.90			29
Year ended 10/31/06		13.63		0.13			2.09			2.22			(0.03	)		—			(0.03	)		15.82		16.28			84,679		0.73			0.73			0.89			26
Year ended 10/31/05		12.38		0.10			1.15			1.25			—			—			—			13.63		10.10			92,214		0.76			0.77			0.74			9

(a)	Calculated using average shares outstanding.
(b)	Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c)	Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(d)	Includes litigation proceeds received during the period. Had the litigation proceeds not been received, net gains ( losses) on securities (both realized and unrealized) per share would have been $1.30, $1.25, $1.25, $1.28, $1.31, $1.31 and $1.30 for Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares, respectively and total returns would have been lower.
(e)	Ratios are based on average daily net assets (000’s omitted) of $44,420, $10,873, $8,507, $1,433, $1,224, $13,809 and $67,173 for Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares, respectively.
(f)	Commencement date of October 3, 2008.
(g)	Annualized.

20        AIM Large Cap Basic Value Fund

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of AIM Equity Funds

and Shareholders of AIM Large Cap Basic Value Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of AIM Large Cap Basic Value Fund (one of the funds constituting AIM Equity Funds, hereafter referred to as the “Fund”) at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

December 15, 2009

Houston, Texas

21        AIM Large Cap Basic Value Fund

Calculating Your Ongoing Fund Expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2009 through October 31, 2009.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

							HYPOTHETICAL
							(5% annual return before
			ACTUAL				expenses)
	Beginning		Ending		Expenses		Ending		Expenses		Annualized
	Account Value		Account Value		Paid During		Account Value		Paid During		Expense
Class	(05/01/09)		(10/31/09)1		Period2,4		(10/31/09)		Period2,5		Ratio3
A	$	1,000.00	$	1,224.10	$	7.79	$	1,018.20	$	7.07		1.39	%
B		1,000.00		1,218.20		11.96		1,014.42		10.87		2.14
C		1,000.00		1,218.20		11.96		1,014.42		10.87		2.14
R		1,000.00		1,221.80		9.18		1,016.94		8.34		1.64
Y		1,000.00		1,225.10		6.39		1,019.46		5.80		1.14
Investor		1,000.00		1,223.80		7.79		1,018.20		7.07		1.39

1	The actual ending account value is based on the actual total return of the Fund for the period May 1, 2009 through October 31, 2009, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2	Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.
3	Effective July 1, 2009, the fund’s advisor has contractually agreed, through at least February 28, 2011, to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expense of Class A, Class B, Class C, Class R, Class Y and Investor Class to 2.00%, 2.75 %, 2.75 %, 2.25%, 1.75% and 2.00% of average daily net assets, respectively. The annualized expense ratios restated as if this agreement had been in effect throughout the entire most recent fiscal half year are 1.53%, 2.28%, 2.28%, 1.78%, 1.28% and 1.53% for Class A, Class B, Class C, Class R, Class Y and Investor Class shares, respectively.
4	The actual expenses paid restated as if the changes discussed above in footnote 3 had been in effect throughout the entire most recent fiscal half year are $8.58, $12.75, $12.75, $9.97, $7.18 and $8.58 for Class A, Class B, Class C, Class R, Class Y and Investor Class shares, respectively.
5	Hypothetical expenses are equal to the annualized expense ratio indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect a one-half year period. The hypothetical expenses paid restated as if the changes discussed above in footnote 3 had been in effect throughout the entire most recent fiscal half year period are $7.78, $11.57, $11.57, $9.05, $6.51 and $7.78 for Class A, Class B, Class C, Class R, Class Y and Investor Class shares, respectively.

22        AIM Large Cap Basic Value Fund

Supplement to Annual Report dated 10/31/09

AIM Large Cap Basic Value Fund

Institutional Class Shares

The following information has been prepared to provide Institutional Class shareholders with a performance overview specific to their holdings. Institutional Class shares are offered exclusively to institutional investors, including defined contribution plans that meet certain criteria.

Average Annual Total Returns
For periods ended 10/31/09
10 Years	1.65	%
5 Years	-2.91
1 Year	19.85
Average Annual Total Returns
For periods ended 9/30/09, the most recent calendar quarter-end
10 Years	2.55	%
5 Years	-1.97
1 Year	-3.89

Performance includes litigation proceeds. Had these proceeds not been received, total return would have been lower.

Institutional Class shares’ inception date is April 30, 2004. Returns since that date are historical returns. All other returns are blended returns of historical Institutional Class share performance and restated Class A share performance (for periods prior to the inception date of Institutional Class shares) at net asset value (NAV) and reflect the Rule 12b-1 fees applicable to Class A shares. Class A shares’ inception date is June 30, 1999.

     Institutional Class shares have no sales charge; therefore, performance is at NAV. Performance of Institutional Class shares will differ from performance of other share classes primarily due to differing sales charges and class expenses.

     The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this supplement for Institutional Class shares was 0.72%. The expense ratios presented above may vary from the expense ratios presented in other sections of the actual report that are based on expenses incurred during the period covered by the report.

     Please note that past performance is not indicative of future results. More recent returns may be more or less than those shown. All returns assume reinvestment of distributions at NAV. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. See full report for information on comparative bench- marks. Please consult your Fund pro- spectus for more information. For the most current month-end performance, please call 800 451 4246 or visit invescoaim.com.

Nasdaq Symbol LCBIX

Over for information on your Fund’s expenses.

This supplement must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

FOR INSTITUTIONAL INVESTOR USE ONLY – NOT FOR USE WITH THE PUBLIC
This material is for institutional investor use only and may not be quoted, reproduced, shown to the public or used in written form as sales literature for public use.

invescoaim.com      LCBV-INS-1           Invesco Aim Distributors, Inc.

Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2009 through October 31, 2009.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

HYPOTHETICAL

(5% annual return before

ACTUAL

expenses)

Beginning

Ending

Expenses

Ending

Expenses

Annualized

Account Value

Account Value

Paid During

Account Value

Paid During

Expense

Class

(05/01/09)

(10/31/09)1

Period2

(10/31/09)

Period2

Ratio

Institutional

$

1,000.00

$

1,227.90

$

4.49

$

1,021.17

$

4.08

0.80

%

1	The actual ending account value is based on the actual total return of the Fund for the period May 1, 2009 through October 31, 2009, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2	Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.

AIM Large Cap Basic Value Fund

Approval of Investment Advisory and Sub-Advisory Agreements

The Board of Trustees (the Board) of AIM Equity Funds is required under the Investment Company Act of 1940 to approve annually the renewal of the AIM Large Cap Basic Value Fund (the Fund) investment advisory agreement with Invesco Aim Advisors, Inc. (Invesco Aim) and the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 16-17, 2009, the Board as a whole, and the disinterested or “independent” Trustees voting separately, approved the continuance of the Fund’s investment advisory agreement and the sub-advisory contracts for another year, effective July 1, 2009. In doing so, the Board determined that the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and that the compensation to Invesco Aim and the Affiliated Sub-Advisers under the Fund’s investment advisory agreement and sub-advisory contracts is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees that are responsible for overseeing the management of a number of the series portfolios of the AIM Funds. This Sub-Committee structure permits the Trustees to focus on the performance of the AIM Funds that have been assigned to them. The Sub-Committees meet throughout the year to review the performance of their assigned funds, and the Sub-Committees review monthly and quarterly comparative performance information and periodic asset flow data for their assigned funds. These materials are prepared under the direction and supervision of the independent Senior Officer, an officer of the AIM Funds who reports directly to the independent Trustees. Over the course of each year, the Sub-Committees meet with portfolio managers for their assigned funds and other members of management and review with these individuals the per-

formance, investment objective(s), policies, strategies and limitations of these funds.

     In addition to their meetings throughout the year, the Sub-Committees meet at designated contract renewal meetings each year to conduct an in-depth review of the performance, fees, expenses and other matters related to their assigned funds. During the contract renewal process, the Trustees receive comparative performance and fee data regarding the AIM Funds prepared by an independent company, Lipper, Inc. (Lipper), under the direction and supervision of the Senior Officer who also prepares a separate analysis of this information for the Trustees. Each Sub-Committee then makes recommendations to the Investments Committee regarding the fees and expenses of their assigned funds. The Investments Committee considers each Sub-Committee’s recommendations and makes its own recommendations regarding the fees and expenses of the AIM Funds to the full Board. The Investments Committee also considers each Sub-Committee’s recommendations in making its annual recommendation to the Board whether to approve the continuance of each AIM Fund’s investment advisory agreement and sub-advisory contracts for another year.

     The independent Trustees met separately during their evaluation of the Fund’s investment advisory agreement and sub-advisory contracts with independent legal counsel. The independent Trustees were also assisted in their annual evaluation of the Fund’s investment advisory agreement by the Senior Officer. One responsibility of the Senior Officer is to manage the process by which the AIM Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure that they are negotiated in a manner that is at arms’ length and reasonable. Accordingly, the Senior Officer must either supervise a competitive bidding process or prepare an independent written evaluation. The Senior Officer recommended that an independent written evaluation be provided and, at the direction of the Board, prepared an independent written evaluation.

     During the annual contract renewal process, the Board considered the factors discussed below in evaluating the fairness and reasonableness of the Fund’s investment advisory agreement and

sub-advisory contracts. The Board considered all of the information provided to them, including information provided at their meetings throughout the year as part of their ongoing oversight of the Fund, and did not identify any particular factor that was controlling. Each Trustee may have evaluated the information provided differently from another Trustee and attributed different weight to the various factors. The Trustees recognized that the advisory arrangements and resulting advisory fees for the Fund and the other AIM Funds are the result of years of review and negotiation between the Trustees and Invesco Aim, that the Trustees may focus to a greater extent on certain aspects of these arrangements in some years than in others, and that the Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these same arrangements throughout the year and in prior years.

     The discussion below serves as a summary of the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. Unless otherwise stated, information set forth below is as of June 17, 2009, and does not reflect any changes that may have occurred since that date, including but not limited to changes to the Fund’s performance, advisory fees, expense limitations and/or fee waivers.

Factors and Conclusions and Summary of Independent Written Fee Evaluation

A. Nature, Extent and Quality of Services Provided by Invesco Aim

     The Board reviewed the advisory services provided to the Fund by Invesco Aim under the Fund’s investment advisory agreement, the performance of Invesco Aim in providing these services, and the credentials and experience of the officers and employees of Invesco Aim who provide these services. The Board’s review of the qualifications of Invesco Aim to provide these services included the Board’s consideration of Invesco Aim’s portfolio and product review process, various back office support functions provided by Invesco Aim and its affiliates, and Invesco Aim’s equity and

23 AIM Large Cap Basic Value Fund continued

fixed income trading operations. The Board concluded that the nature, extent and quality of the advisory services provided to the Fund by Invesco Aim are appropriate and that Invesco Aim currently is providing satisfactory advisory services in accordance with the terms of the Fund’s investment advisory agreement. In addition, based on their ongoing meetings throughout the year with the Fund’s portfolio manager or managers, the Board concluded that these individuals are competent and able to continue to carry out their responsibilities under the Fund’s investment advisory agreement.

     In determining whether to continue the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Aim and the Fund, as well as the Board’s knowledge of Invesco Aim’s operations, and concluded that it is beneficial to maintain the current relationship, in part, because of such knowledge. The Board also considered the steps that Invesco Aim and its affiliates continue to take to improve the quality and efficiency of the services they provide to the AIM Funds in the areas of investment performance, product line diversification, distribution, fund operations, shareholder services and compliance. The Board concluded that the quality and efficiency of the services Invesco Aim and its affiliates provide to the AIM Funds in each of these areas support the Board’s approval of the continuance of the Fund’s investment advisory agreement.

B. Nature, Extent and Quality of Services Provided by Affiliated Sub-Advisers

The Board reviewed the services provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board concluded that the nature, extent and quality of the services provided by the Affiliated Sub-Advisers are appropriate. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are geographically dispersed in financial centers around the world, can provide research and other information and make recommendations on the markets and economies of various countries and securities of companies located in such countries or on various types of investments and investment

techniques. The Board concluded that the sub-advisory contracts benefit the Fund and its shareholders by permitting Invesco Aim to utilize the additional resources and talent of the Affiliated Sub-Advisers in managing the Fund.

C. Fund Performance

The Board considered Fund performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.

     The Board compared the Fund’s performance during the past one, three and five calendar years to the performance of all funds in the Lipper performance universe that are not managed by Invesco Aim or an Affiliated Sub-Adviser and against the Lipper Large Cap Value Funds Index. The Board noted that the Fund’s performance was in the fifth quintile of its performance universe for the one, three and five year periods (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that the Fund’s performance was below the performance of the Index for the one, three and five year periods. The Board also noted that Invesco Aim acknowledges the Fund’s underperformance, and has confirmed that the portfolio managers have consistently followed their intrinsic value mandate. Invesco Aim continues to monitor the Fund and to provide the Board with periodic reporting on business issues that affect the Fund’s performance. The Board also considered a report of the Senior Officer describing (i) the Board’s oversight of performance issues for the intrinsic value funds, including the Fund, and Invesco Aim’s response, including numerous meetings with portfolio managers, members of management and members of the Global Performance Measurement & Risk Group; (ii) actions consistent with the exercise by the Trustees of their fiduciary duties; and (iii) conclusions and recommendations for consideration by the Board. Although the independent written evaluation of the Fund’s Senior Officer only considered Fund performance through the most recent calendar year, the Board also reviewed more recent Fund performance and this review did not change their

conclusions. The Board noted that, in response to the Board’s focus on fund performance, Invesco Aim has taken a number of actions intended to improve the investment process for the funds.

D. Advisory and Sub-Advisory Fees and Fee Waivers

The Board compared the Fund’s contractual advisory fee rate to the contractual advisory fee rates of funds in the Fund’s Lipper expense group that are not managed by Invesco Aim or an Affiliated Sub-Adviser, at a common asset level. The Board noted that the Fund’s contractual advisory fee rate was below the median contractual advisory fee rate of funds in its expense group. The Board also reviewed the methodology used by Lipper in determining contractual fee rates, which includes using audited financial data from the most recent annual report of each fund in the expense group that was publicly available as of the end of the past calendar year. The Board noted that some comparative data was at least one year old and that other data did not reflect the market downturn that occurred in the fourth quarter of 2008.

     The Board also compared the Fund’s effective fee rate (the advisory fee after any advisory fee waivers and before any expense limitations/waivers) to the advisory fee rates of other domestic clients of Invesco Aim and its affiliates with investment strategies comparable to those of the Fund, including two mutual funds advised by Invesco Aim. The Board noted that the Fund’s rate was below the effective fee rates for the two other mutual funds.

     Additionally, the Board compared the Fund’s effective fee rate to the effective fee rates paid by numerous separately managed accounts/wrap accounts advised by an Invesco Aim affiliate. The Board noted that the Fund’s rate was above the rates for all but three of the separately managed accounts/wrap accounts. The Board considered that management of the separately managed accounts/wrap accounts by the Invesco Aim affiliate involves different levels of services and different operational and regulatory requirements than Invesco Aim’s management of the Fund. The Board concluded that these differences are appropriately reflected in the fee structure for the Fund.

     The Board noted that Invesco Aim has contractually agreed to continue to waive fees and/or limit expenses of the Fund

24 AIM Large Cap Basic Value Fund continued

through at least June 30, 2010 in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund. The Board noted that the specified percentage before the waiver becomes effective has been increased effective July 1, 2009, and at the current expense ratio for the Fund the waiver will not have any impact. The Board also noted that Invesco Aim has agreed to reduce the per account transfer agent fee for all the retail funds, including the Fund, effective July 1, 2009.

     The Board also considered the services provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts and the services provided by Invesco Aim pursuant to the Fund’s advisory agreement, as well as the allocation of fees between Invesco Aim and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Aim to the Affiliated Sub-Advisers, and that Invesco Aim and the Affiliated Sub-Advisers are affiliates.

     After taking account of the Fund’s contractual advisory fee rate, the contractual sub-advisory fee rate, the comparative advisory fee information discussed above and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees are fair and reasonable.

E. Economies of Scale and Breakpoints

The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule includes two breakpoints, but that due to the Fund’s asset level at the end of the past calendar year, the Fund is not currently benefiting from the breakpoints. The Board concluded that the Fund’s advisory fees appropriately reflect economies of scale at current asset levels. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the AIM Funds and affiliates.

F. Profitability and Financial Resources

The Board reviewed information from

Invesco Aim concerning the costs of the advisory and other services that Invesco Aim and its affiliates provide to the Fund and the profitability of Invesco Aim and its affiliates in providing these services. The Board also reviewed information concerning the financial condition of Invesco Aim and its affiliates. The Board reviewed with Invesco Aim the methodology used to prepare the profitability information. The Board considered the overall profitability of Invesco Ltd., the ultimate parent of Invesco Aim and the Affiliated Sub-Advisers, and of Invesco Aim, as well as the profitability of Invesco Aim in connection with managing the Fund. The Board noted that Invesco Aim continues to operate at a net profit, although the reduction of assets under management as a result of market movements and the increase in voluntary fee waivers for affiliated money market funds have reduced the profitability of Invesco Aim and its affiliates. The Board concluded that the Fund’s fees are fair and reasonable, and that the level of profits realized by Invesco Aim and its affiliates from providing services to the Fund is not excessive in light of the nature, quality and extent of the services provided. The Board considered whether Invesco Aim is financially sound and has the resources necessary to perform its obligations under the Fund’s investment advisory agreement, and concluded that Invesco Aim has the financial resources necessary to fulfill these obligations. The Board also considered whether each Affiliated Sub-Adviser is financially sound and has the resources necessary to perform its obligations under the sub-advisory contracts, and concluded that each Affiliated Sub-Adviser has the financial resources necessary to fulfill these obligations.

G. Collateral Benefits to Invesco Aim and its Affiliates

The Board considered various other benefits received by Invesco Aim and its affiliates resulting from Invesco Aim’s relationship with the Fund, including the fees received by Invesco Aim and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Aim and its affiliates in providing these services and the organizational structure employed by Invesco Aim and its affiliates to provide these services. The Board also considered that these services are

provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Aim and its affiliates are providing these services in a satisfactory manner and in accordance with the terms of their contracts, and are qualified to continue to provide these services to the Fund.

     The Board considered the benefits realized by Invesco Aim and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Aim and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Aim’s and the Affiliated Sub-Advisers’ expenses. The Board concluded that Invesco Aim’s and the Affiliated Sub-Advisers’ soft dollar arrangements are appropriate. The Board also concluded that, based on their review and representations made by the Chief Compliance Officer of Invesco Aim, these arrangements are consistent with regulatory requirements.

     The Board considered the fact that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Aim pursuant to procedures approved by the Board. The Board noted that Invesco Aim will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Aim has contractually agreed to waive through at least June 30, 2010, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Aim receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.

25 AIM Large Cap Basic Value Fund

Tax Information

Form 1099-DIV, Form 1042-S and other year-end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisors.

  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.

  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended October 31, 2009:

Federal and State Income Tax
Qualified Dividend Income*	100.00%
Corporate Dividends Received Deduction*	100.00%

*  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

26        AIM Large Cap Basic Value Fund

Trustees and Officers

The address of each trustee and officer of AIM Equity Funds (the “Trust”), is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. Each trustee oversees 105 portfolios in the AIM Funds complex. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.

Name, Year of Birth and	Trustee and/	Principal Occupation(s)	Other Directorship(s)
Position(s) Held with the Trust	or Officer Since	During Past 5 Years	Held by Trustee
Interested Persons
Martin L. Flanagan1 — 1960 Trustee	2007	Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco Aim and a global investment management firm); Chairman, Invesco Aim Advisors, Inc. (registered investment advisor); Trustee, The AIM Family of Funds®; Board of Governors, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business	None
		Formerly: Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco Aim and a global investment management firm); Director, Invesco Ltd.; Chairman and Vice Chairman, Investment Company Institute
Philip A. Taylor2 — 1954 Trustee, President and Principal Executive Officer	2006	Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Chief Executive Officer and President, Invesco Aim Advisors, Inc. and 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Aim Management Group, Inc. (financial services holding company) and Invesco Aim Capital Management, Inc. (registered investment advisor); Director and President, INVESCO Funds Group, Inc. (registered investment advisor and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director, Invesco Aim Distributors, Inc. (registered broker dealer); Director and Chairman, Invesco Aim Investment Services, Inc. (registered transfer agent) and INVESCO Distributors, Inc. (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, AIM Trimark Corporate Class Inc. (corporate mutual fund company) and AIM Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment advisor and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The AIM Family of Funds® (other than AIM Treasurer’s Series Trust and Short-Term Investments Trust); Trustee and Executive Vice President, The AIM Family of Funds® (AIM Treasurer’s Series Trust and Short-Term Investments Trust only); and Manager, Invesco PowerShares Capital Management LLC	None
		Formerly: President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The AIM Family of Funds® (AIM Treasurer’s Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.
Independent Trustees
Bruce L. Crockett — 1944 Trustee and Chair	1993	Chairman, Crockett Technology Associates (technology consulting company)	ACE Limited (insurance company); Captaris, Inc. (unified messaging provider); and Investment Company Institute
Bob R. Baker — 1936 Trustee	2003	Retired	None
Frank S. Bayley — 1939 Trustee	2001	Retired Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios)	None
James T. Bunch — 1942 Trustee	2003	Founder, Green, Manning & Bunch Ltd., (investment banking firm)	Board of Governors, Western Golf Association/Evans Scholars Foundation and Executive Committee, United States Golf Association
Albert R. Dowden — 1941 Trustee	2000	Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (registered investment company); and Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company) Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations	Board of Nature’s Sunshine Products, Inc.
Jack M. Fields — 1952 Trustee	1997	Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company)	Administaff
Carl Frischling — 1937 Trustee	1988	Partner, law firm of Kramer Levin Naftalis and Frankel LLP	Director, Reich & Tang Funds (16 portfolios)
Prema Mathai-Davis — 1950 Trustee	1998	Retired	None
Lewis F. Pennock — 1942 Trustee	1988	Partner, law firm of Pennock & Cooper	None
Larry Soll — 1942 Trustee	2003	Retired	None
Raymond Stickel, Jr. — 1944 Trustee	2005	Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios)	None

1	Mr. Flanagan is considered an interested person of the Trust because he is an officer of the advisor to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the advisor to the Trust.
2	Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the advisor to, and a director of the principal underwriter of, the Trust.

T-1

Trustees and Officers — (continued)

Name, Year of Birth and	Trustee and/	Principal Occupation(s)	Other Directorship(s)
Position(s) Held with the Trust	or Officer Since	During Past 5 Years	Held by Trustee
Other Officers
Russell C. Burk — 1958 Senior Vice President and Senior Officer	2005	Senior Vice President and Senior Officer of The AIM Family of Funds® Formerly: Director of Compliance and Assistant General Counsel, ICON Advisers, Inc.; Financial Consultant, Merrill Lynch; General Counsel and Director of Compliance, ALPS Mutual Funds, Inc.	N/A
John M. Zerr — 1962 Senior Vice President, Chief Legal Officer and Secretary	2006	Director, Senior Vice President, Secretary and General Counsel, Invesco Aim Management Group, Inc., Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Director, Senior Vice President and Secretary, Invesco Aim Distributors, Inc.; Director, Vice President and Secretary, Invesco Aim Investment Services, Inc. and INVESCO Distributors, Inc.; Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The AIM Family of Funds®; and Manager, Invesco PowerShares Capital Management LLC	N/A
		Formerly: Director, Vice President and Secretary, Fund Management Company; Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
Lisa O. Brinkley — 1959 Vice President	2004	Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Aim Distributors, Inc. and Invesco Aim Investment Services, Inc.; and Vice President, The AIM Family of Funds®	N/A
		Formerly: Senior Vice President, Invesco Aim Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisors, Inc. and The AIM Family of Funds®; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Aim Distributors, Inc.; Vice President, Invesco Aim Investment Services, Inc. and Fund Management Company
Kevin M. Carome — 1956 Vice President	2003	General Counsel, Secretary and Senior Managing Director, Invesco Ltd.; Director, Invesco Holding Company Limited and INVESCO Funds Group, Inc.; Director and Executive Vice President, IVZ, Inc., Invesco Group Services, Inc., Invesco North American Holdings, Inc. and Invesco Investments (Bermuda) Ltd.; and Vice President, The AIM Family of Funds®	N/A
		Formerly: Senior Managing Director and Secretary, Invesco North American Holdings, Inc.; Vice President and Secretary, IVZ, Inc. and Invesco Group Services, Inc.; Senior Managing Director and Secretary, Invesco Holding Company Limited; Director, Senior Vice President, Secretary and General Counsel, Invesco Aim Management Group, Inc. and Invesco Aim Advisors, Inc.; Senior Vice President, Invesco Aim Distributors, Inc.; Director, General Counsel and Vice President, Fund Management Company; Vice President, Invesco Aim Capital Management, Inc. and Invesco Aim Investment Services, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The AIM Family of Funds®; Director and Vice President, INVESCO Distributors, Inc.; and Chief Executive Officer and President, INVESCO Funds Group, Inc.
Sheri Morris — 1964 Vice President, Treasurer and Principal Financial Officer	1999	Vice President, Treasurer and Principal Financial Officer, The AIM Family of Funds®; and Vice President, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management Inc. Formerly: Assistant Vice President and Assistant Treasurer, The AIM Family of Funds® and Assistant Vice President, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.	N/A
Karen Dunn Kelley — 1960 Vice President	2004	Head of Invesco’s World Wide Fixed Income and Cash Management Group; Vice President, Invesco Institutional (N.A.), Inc. (registered investment advisor); Director of Cash Management and Senior Vice President, Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Executive Vice President, Invesco Aim Distributors, Inc.; Senior Vice President, Invesco Aim Management Group, Inc.; and Director, Invesco Mortgage Capital Inc.; Vice President, The AIM Family of Funds® (other than AIM Treasurer’s Series Trust and Short-Term Investments Trust); and President and Principal Executive Officer, The AIM Family of Funds® (AIM Treasurer’s Series Trust and Short-Term Investments Trust only)	N/A
		Formerly: President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer and Managing Director, Invesco Aim Capital Management, Inc.; and Vice President, Invesco Aim Advisors, Inc. and The AIM Family of Funds® (AIM Treasurer’s Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only)
Lance A. Rejsek — 1967 Anti-Money Laundering Compliance Officer	2005	Anti-Money Laundering Compliance Officer, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc., Invesco Aim Distributors, Inc., Invesco Aim Investment Services, Inc., Invesco Aim Private Asset Management, Inc. and The AIM Family of Funds®	N/A
		Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company; and Manager of the Fraud Prevention Department, Invesco Aim Investment Services, Inc.
Todd L. Spillane — 1958 Chief Compliance Officer	2006	Senior Vice President, Invesco Aim Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, The AIM Family of Funds®, Invesco Global Asset Management (N.A.), Inc. (registered investment advisor), Invesco Institutional (N.A.), Inc., (registered investment advisor), INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment advisor) and Invesco Senior Secured Management, Inc. (registered investment advisor); and Vice President, Invesco Aim Distributors, Inc. and Invesco Aim Investment Services, Inc.	N/A
		Formerly: Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company; and Global Head of Product Development, AIG-Global Investment Group, Inc.

The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisors.

Office of the Fund	Investment Advisor	Distributor	Auditors
11 Greenway Plaza	Invesco Aim Advisors, Inc.	Invesco Aim Distributors, Inc.	PricewaterhouseCoopers LLP
Suite 100	11 Greenway Plaza	11 Greenway Plaza	1201 Louisiana Street
Houston, TX 77046-1173	Suite 100	Suite 100	Suite 2900
	Houston, TX 77046-1173	Houston, TX 77046-1173	Houston, TX 77002-5678
Counsel to the Fund	Counsel to the	Transfer Agent	Custodian
Stradley Ronon Stevens & Young, LLP	Independent Trustees	Invesco Aim Investment Services, Inc.	State Street Bank and Trust Company
2600 One Commerce Square	Kramer, Levin, Naftalis & Frankel LLP	P.O. Box 4739	225 Franklin
Philadelphia, PA 19103	1177 Avenue of the Americas	Houston, TX 77210-4739	Boston, MA 02110-2801
	New York, NY 10036-2714

T-2

Important Notice Regarding Delivery of Security Holder Documents

To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Aim Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within thirty days after receiving your request.

Fund holdings and proxy voting information

The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invescoaim.com. Click the Products & Performance tab at the top of the home page; click Mutual Funds; and then click Fund Overview. Select your Fund from the drop-down menu and click on Complete Quarterly Holdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-01424 and 002-25469.

     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or on the Invesco Aim website, invescoaim.com. Click the About Us tab at the top of the home page; click Legal Information; and then click Invesco Aim Proxy Voting Guidelines. The information is also available on the SEC website, sec.gov.

     Information regarding how the Fund voted proxies related to its portfolio securities during the 12 months ended June 30, 2009, is available at our website, invescoaim.com. Click the About Us tab at the top of the home page; click Legal Information; and then click Proxy Voting Search. The information is also available on the SEC website, sec.gov.

If used after January 20, 2010, this report must be accompanied by a Fund fact sheet or Invesco Aim Quarterly Performance Review for the most recent quarter-end. Invesco Aim^SM is a service mark of Invesco Aim Management Group, Inc. Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc., Invesco Aim Private Asset Management, Inc. and Invesco PowerShares Capital Management LLC are the investment advisers for the products and services represented by Invesco Aim; they each provide investment advisory services to individual and institutional clients and do not sell securities. Please refer to each fund’s prospectus for information on the fund’s subadvisers. Invesco Aim Distributors, Inc. is the U.S. distributor for the retail mutual funds, exchange-traded funds and institutional money market funds and the subdistributor for the STIC Global Funds represented by Invesco Aim. All entities are indirect, wholly owned subsidiaries of Invesco Ltd.

     It is anticipated that on or about the end of the fourth quarter of 2009, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc., Invesco Aim Private Asset Management, Inc. and Invesco Global Asset Management (N.A.), Inc. will be merged into Invesco Institutional (N.A.), Inc., and the consolidated adviser firm will be renamed Invesco Advisers, Inc. Additional information will be posted at invescoaim.com on or about the end of the fourth quarter of 2009.

invescoaim.com LCBV-AR-1 Invesco Aim Distributors, Inc.

Annual Report to Shareholders October 31, 2009

AIM Large Cap Growth Fund

2	Letters to Shareholders
4	Performance Summary
4	Management Discussion
6	Long-Term Fund Performance
8	Supplemental Information
9	Schedule of Investments
11	Financial Statements
13	Notes to Financial Statements
20	Financial Highlights
21	Auditor's Report
22	Fund Expenses
23	Approval of Investment Advisory and Sub-Advisory Agreements
T-1	Trustees and Officers

Letters to Shareholders

Philip Taylor

Dear Shareholders:

While the year covered by this report was difficult, economic conditions and market trends appeared more favorable at the close of the fiscal year than at its start. The 12 months ended October 31, 2009, included a sharp market sell-off in late 2008 that continued into early 2009 – when an abrupt rebound began.

Increased communication

This volatility prompted a greater-than-usual number of mutual fund shareholders to contact me. Some of you took the time to write a letter while others of you emailed me at phil@invescoaim.com.

     Your questions, comments and suggestions gave me better insight into what was on your minds.

     As a result, Invesco Aim’s investment professionals and I have increased our efforts to stay in touch with and share our views with you. We increased the number of “Investment Perspective” articles on our website, invescoaim.com. Through these articles, we’ve tried to provide timely market commentary, general investor education information and sector updates. I hope you’ll take a moment to read them and let me know if you find them useful.

     To access your Fund’s latest quarterly commentary, click on “Products and Performance” at the top of our website; next, select “Mutual Funds”; and then click on “Quarterly Commentary.”

Guarded optimism

Despite a steady stream of bad economic news, markets in the U.S. and around the world began a rather robust recovery in March 2009. History has shown that no matter how positive or negative the economic news of the day may be, markets tend to look forward – often anticipating economic improvement or deterioration well before it arrives. In his most recent Monetary Report to the Congress, U.S. Federal Reserve Board Chairman Ben Bernanke testified that he anticipates a gradual economic recovery in 2010 with some acceleration in growth in 2011.¹ I hope his guarded optimism proves to be accurate.

     Until then, many Americans have decided to spend less and save more. One government estimate suggests Americans saved just 1.7% of their disposable personal income in 2007, and just 2.7% in 2008.² That same estimate suggests Americans saved 3.7% and 4.9% of their disposable personal income in the first and second quarters of 2009, respectively.²

     While a sustained reduction in consumer spending could delay or weaken a recovery, many families have decided that spending less and saving more makes sense – and they are to be applauded for doing so. After all, while we can’t control market returns, we can control how much we regularly save and invest.

     Markets rise and fall, and sharp, sudden rebounds can often be followed by unpleasant, abrupt market downturns. While it may be difficult to save and invest more, and to do so over a long time horizon – particularly in periods of economic hardship – it really is a reliable way to build an investment portfolio.

     If you’ve made a similar decision, it’s important that you work with an experienced, trusted financial advisor. A financial advisor can help you prepare for 2010 by updating you on market conditions, helping you reevaluate your risk tolerance and suggesting investments that may be appropriate for you, given your changing needs and goals.

A single focus

I believe Invesco Aim is uniquely positioned to serve our clients. Our parent company, Invesco Ltd., is one of the largest³ and most diversified global asset managers. We provide clients with diversified investment strategies and a range of investment products managed by distinct management teams around the world. We believe we can serve you best by focusing on one thing and doing it well: managing your money.

     Our investment professionals have managed clients’ money in up markets and down markets. All of us here recognize that market conditions change often; what will not change is our commitment to putting our clients first, helping you achieve your financial goals and providing excellent customer service.

     If you have questions about this report or your account, please contact one of our client services representatives at 800 959 4246. If you have comments for me, I encourage you to email me at phil@invescoaim.com.

     Thank you for investing with us.

Sincerely,

Philip Taylor
Senior Managing Director, Invesco Ltd.
CEO, Invesco Aim

1 U.S. Federal Reserve; 2 Bureau of Economic Analysis; 3 Pensions & Investments

2 AIM Large Cap Growth Fund

Bruce Crockett

Dear Fellow Shareholders:

Although the economy and financial markets have shown some signs of hope, investors remain rightfully cautious. Staying with an appropriately diversified investment program focused on your individual long-term goals can be a wise course in such uncertain times. We believe the route to financial success is more like a marathon than a sprint.

     Please be assured that your Board continues to oversee the AIM Funds with a strong sense of responsibility for your money and your trust. As always, we seek to manage costs and enhance performance in ways that put your interests first.

     We are near the end of a busy 2009 proxy season, during which Invesco Aim Advisors, Inc.’s proxy committee votes on your behalf on issues put to a shareholder vote by the companies whose stock the Funds hold. This year, after careful case-by-case analysis by committee members and portfolio managers, the proxy committee voted with corporate management less often than in previous years, focusing on the issues of board independence, Say-On-Pay initiatives, and stock option re-pricing in light of the market’s decline. The committee remained committed to supporting non-binding Say-on-Pay proposals and abstaining from voting on social issues.

     At its June meeting, your Board reviewed and renewed the investment advisory contracts between the AIM Funds and Invesco Aim Advisors, Inc. You can find the results of this rigorous annual process at invescoaim.com. Click the “About Us” tab at the top of the home page; click “Legal Information”; and then click “Investment Advisory Agreement Renewals.”

     The website also contains news and market information, investment education, planning information, current reports and prospectuses for all the AIM Funds. I highly recommend it to you.

     You are always welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving you in the coming months.

Sincerely,

Bruce L. Crockett
Independent Chair
AIM Funds Board of Trustees

3 AIM Large Cap Growth Fund

Management’s Discussion of Fund Performance

Performance summary

For the 12 months ended October 31, 2009, Class A shares of AIM Large Cap Growth Fund, at net asset value, had double-digit positive returns but underper-formed the Fund’s style-specific index, the Russell 1000 Growth Index. Much of the Fund’s underperformance was due to a more defensive position at the market infection point as well as stock selection across sectors.

     The Fund’s Class A shares, at net asset value, outperformed the Fund’s broad market index, the S&P 500 Index.

     Your Fund’s long-term performance appears later in this report.

Fund vs. Indexes

Total returns, 10/31/08 to 10/31/09, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

Class A Shares	10.18	%
Class B Shares	9.38
Class C Shares	9.38
Class R Shares	9.95
Class Y Shares	10.29
Investor Class Shares	10.22
S&P 500 Index▼ (Broad Market Index)	9.80
Russell 1000 Growth Index▼ (Style-Specific Index)	17.51
Lipper Large-Cap Growth Funds Index▼ (Peer Group Index)	16.91

^▼ Lipper Inc.

How we invest

We believe a growth investment strategy is an essential component of a diversified portfolio.

     We seek to identify large-cap companies with the potential to meet or exceed consensus earnings estimates and that generate sustainable growth. To accomplish this goal, we utilize a rules-based approach that balances proprietary quantitative analysis with rigorous fundamental analysis. We also incorporate a proprietary sell model that seeks to identify and eliminate stocks at high risk of underperformance.

     Our quantitative model ranks companies based on a set of fundamental, valuation and timeliness factors. This model provides an objective approach to identifying new investment opportunities.

Portfolio Composition

By sector

Information Technology	40.3	%
Health Care	14.9
Consumer Discretionary	12.3
Industrials	10.3
Energy	7.2
Financials	6.9
Materials	5.8
Telecommunication Services	0.9
Money Market Funds
Plus Other Assets Less Liabilities	1.4

The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.
*  Excluding money market fund holdings.

We focus our fundamental analysis on the top 20% of the quantitative model.

     Our fundamental analysis seeks to determine the company’s drivers of earnings. To accomplish this goal, we examine financial statements to gain a critical understanding of growth drivers, allowing us to quantify earnings power. We analyze industry trends, growth rates, the competitive landscape and the quality of management. We also closely analyze valuation levels to help reduce the risk of holding highly priced stocks and to determine the potential for capital appreciation.

     Portfolio construction plays an important role in risk management. While sector overweights and underweights are driven by our investment process, we cap the Fund’s maximum sector overweight

Top 10 Equity Holdings*

1.	Apple Inc.	5.6	%
2.	Hewlett-Packard Co.	5.0
3.	BHP Billiton Ltd.-ADR	4.1
4.	Occidental Petroleum Corp.	3.2
5.	Oracle Corp.	3.0
6.	Amgen Inc.	2.9
7.	International Business Machines Corp.	2.7
8.	Goldman Sachs Group, Inc. (The)	2.4
9.	EMC Corp.	2.3
10.	Accenture PLC-Class A	2.2

Total Net Assets	$1.2 billion
Total Number of Holdings*	62

at 1,000 basis points (10 percentage points) versus Russell 1000 Growth Index sectors. We seek to manage stock-specific risk by building a diversified portfolio of typically 50 to 80 stocks.

     Our sell process is designed to avoid “high risk” situations we believe lead to underperformance. Examples of “high risk” situations include:

n	Deteriorating business prospects.
n	Negative changes to our investment thesis.
n	Sell model signals.

Market conditions and your Fund

The fiscal year was truly a tale of two markets. During the first four months of the fiscal year, equity markets experienced steep declines as severe problems in the credit markets, a rapidly weakening housing market, rising energy and food prices and a deteriorating outlook for corporate earnings led to a global economic recession. However, equity markets rapidly reversed direction beginning in March 2009 and rallied solidly through most of the remaining months in the fiscal year.

     In this environment, indexes measuring the performance of large-, mid- and small-cap stocks all had positive returns, with mid-caps outperforming large- and small-cap stocks.¹ In terms of investment style, growth stocks outperformed value stocks.¹ The sectors with the highest returns in the broad market as represented by the S&P 500 Index included economically sensitive sectors such as information technology, materials and consumer discretionary.¹ The financials sector was the only sector with negative returns for the fiscal year.¹

     The Fund underperformed the Russell 1000 Growth Index for the fiscal year.¹ During the market decline, the Fund benefited from a more defensive posture, with overweight positions in less economically sensitive sectors such as health care, and underweight positions in more economically sensitive sectors such as consumer discretionary, energy and materials. Additionally, within sectors, the Fund benefited from higher exposure to less cyclical holdings.

     However, the Fund began to underper-form the Russell 1000 Growth Index when equity markets hit a bottom and began to rebound in March 2009.¹ It is important to note that while our investment process may temporarily underperform our peers at market inflection points, our goal is to outperform over a full market cycle. This temporary underperformance typically

4 AIM Large Cap Growth Fund

occurs because we wait for clear data points that earnings growth is achievable before moving into new stocks.

     Fund underperformance was driven primarily by two factors. First, much of the Fund’s underperformance was driven by its defensive posture both across and within sectors, as more economically sensitive stocks outperformed following the March low. Second, the Fund under-performed because it did not own many of the lower-quality, highly-levered companies that outperformed during the market rebound. Our investment approach specifically avoids companies with these traits because over the long-term they tend to perform poorly.

     Over the course of the fiscal year, the Fund underperformed by the widest margin in the consumer discretionary sector, primarily due to stock selection. The Fund’s underweight position in this sector was also a detractor, as the Fund did not own many of the lower-quality companies that performed strongly during the stock market rebound.

     The Fund also underperformed the Russell 1000 Growth Index in the industrials sector. Within this sector, underperformance was driven by stock selection and an overweight position, especially in the aerospace and defense industry. While many aerospace and defense companies held up well during the market downturn, they generally underperformed as investors rotated into more cyclical holdings during the market rally. Examples of holdings that detracted from Fund performance included defense contractors Raytheon and Lockheed Martin. Before the close of the fiscal year, we sold both stocks.

     Underperformance in the health care sector was primarily due to stock selection in two areas: biotechnology and health care equipment and supplies. In these two industries, examples of holdings that detracted from performance included biotechnology holding Amgen and medical products maker Baxter International. We sold our holdings in Baxter International before the close of the fiscal year.

     One other area of weakness was the information technology sector. Within this sector, stock selection was the primary driver of underperformance. Similar to what happened in the consumer discretionary sector, much of the Fund’s underperformance in this sector was because the Fund did not have exposure to many of the lower quality technology companies that performed strongly during the stock market rebound. Despite underperforming in this

sector, four of the Fund’s information technology holdings were top contributors to performance, including Apple, Hewlett-Packard, International Business Machines and BMC Software.

     Some of this underperformance was offset by outperformance in other sectors, including energy and telecommunication services. The Fund outperformed the Russell 1000 Growth Index by the widest margin in the energy sector, driven largely by stock selection. Energy exploration and production holding Occidental Petroleum was among the Fund’s top contributors. Outperformance in the telecommunication services sector was also driven by stock selection.

     We began to reposition the portfolio in April and May 2009, by moving into more economically sensitive holdings as our quantitative and fundamental research provided clear evidence that such companies had the potential for sustainable earnings growth in a more stable and improving economy. This repositioning included a reduction in the defensive health care and consumer staples sectors. We rotated into economically sensitive sectors including information technology, consumer discretionary, financials and materials.

     As we’ve discussed, the stock market experienced significant volatility during the fiscal year. While our investment process may temporarily underperform at market inflection points, the goal of our disciplined investment process is to provide consistent performance and outperform over a full market cycle. We would like to caution investors against making investment decisions based on short-term performance. As always, we recommend that you consult a financial advisor to discuss your individual financial program.

     We thank you for your commitment to AIM Large Cap Growth Fund.

1 Lipper Inc.

The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Aim Advisors, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Aim Advisors, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

See important Fund and index disclosures later in this report.

Geoffrey Keeling

Chartered Financial Analyst, senior portfolio manager, is co-manager of AIM Large Cap Growth Fund. He joined Invesco Aim in 1995. Mr. Keeling earned a B.B.A. in finance from The University of Texas at Austin.

Robert Shoss

Senior portfolio manager, is co-manager of AIM Large Cap Growth Fund. He joined Invesco Aim in 1995. Mr. Shoss earned a B.A. from The University of Texas at Austin and an M.B.A. and a J.D. from the University of Houston.

Assisted by the Large/Multi-Cap
Growth Team

5 AIM Large Cap Growth Fund

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class with Sales Charges since Inception

Index data from 2/28/99, Fund data from 3/1/99

Past performance cannot guarantee comparable future results.

     The data shown in the chart include reinvested distributions, applicable sales charges and Fund expenses including management fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of the peer group reflects fund expenses and management fees; performance of a market index does not. Performance

shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares.

     This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating changes in value during the early years shown in the chart. The vertical axis, the

one that indicates the dollar value of an investment, is constructed with each segment representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $5,000 and $10,000 is the same size as the space between $10,000 and $20,000.

Invesco Aim Privacy Policy

You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.

     Invesco Aim collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.

     Even within Invesco Aim, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco Aim maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our web site – invescoaim.com. More detail is available to you at that site.

6 AIM Large Cap Growth Fund

Average Annual Total Returns

As of 10/31/09, including maximum applicable
sales charges

Class A Shares
Inception (3/1/99)		-1.02	%
10	Years	-2.35
5	Years	-0.56
1	Year	4.09
Class B Shares
Inception (4/5/99)		-1.99	%
10	Years	-2.34
5	Years	-0.58
1	Year	4.37
Class C Shares
Inception (4/5/99)		-2.16	%
10	Years	-2.49
5	Years	-0.18
1	Year	8.38
Class R Shares
10	Years	-1.98	%
5	Years	0.33
1	Year	9.95
Class Y Shares
10	Years	-1.78	%
5	Years	0.58
1	Year	10.29
Investor Class Shares
10	Years	-1.72	%
5	Years	0.62
1	Year	10.22

Class R shares’ inception date is June 3, 2002. Returns since that date are historical returns. All other returns are blended returns of historical Class R share performance and restated Class A share performance (for periods prior to the inception date of Class R shares) at net asset value, adjusted to reflect the higher Rule 12b-1 fees applicable to Class R shares. Class A shares’ inception date is March 1, 1999.

     Class Y shares’ inception date is October 3, 2008; returns since that date are actual returns. All other returns are blended returns of actual Class Y share performance and restated Class A share performance (for periods prior to the inception date of Class Y shares) at net asset value. The restated Class A share performance reflects the Rule 12b-1 fees applicable to Class A shares as well as any fee waivers or expense reimbursements

Average Annual Total Returns

As of 9/30/09, the most recent calendar quarter-end, including maximum applicable sales charges

Class A Shares
Inception (3/1/99)		-0.75	%
10	Years	-1.44
5	Years	0.00
1	Year	-9.84
Class B Shares
Inception (4/5/99)		-1.72	%
10	Years	-1.43
5	Years	-0.02
1	Year	-10.08
Class C Shares
Inception (4/5/99)		-1.89	%
10	Years	-1.58
5	Years	0.36
1	Year	-6.30
Class R Shares
10	Years	-1.08	%
5	Years	0.86
1	Year	-4.88
Class Y Shares
10	Years	-0.88	%
5	Years	1.13
1	Year	-4.62
Investor Class Shares
10	Years	-0.81	%
5	Years	1.19
1	Year	-4.59

received by Class A shares. Class A shares’ inception date is March 1, 1999.

     Investor Class shares’ inception date is September 30, 2003. Returns since that date are historical returns. All other returns are blended returns of historical Investor Class share performance and restated Class A share performance (for periods prior to the inception date of Investor Class shares) at net asset value, which restated performance will reflect the higher Rule 12b-1 fees applicable to Class A shares for the period using blended returns. Class A shares’ inception date is March 1, 1999.

     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invescoaim.com for the most recent month-end perfor-

mance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.

     The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class R, Class Y and Investor Class shares was 1.36%, 2.11%, 2.11%, 1.61%, 1.11% and 1.31%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class R shares do not have a front-end sales charge; returns shown are at net asset value and do not reflect a 0.75% CDSC that may be imposed on a total redemption of retirement plan assets within the first year. Class Y shares and Investor Class shares do not have a front-end sales charge or a CDSC; therefore, performance is at net asset value.

     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.

7 AIM Large Cap Growth Fund

AIM Large Cap Growth Fund’s investment objective is long-term growth of capital.

n	Unless otherwise stated, information presented in this report is as of October 31, 2009, and is based on total net assets.
n	Unless otherwise noted, all data provided by Invesco Aim.

About share classes

n	Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any AIM fund. Please see the prospectus for more information.
n	Class R shares are available only to certain retirement plans. Please see the prospectus for more information.
n	Class Y shares are available to only certain investors. Please see the prospectus for more information.
n	All Investor Class shares are closed to new investors. Contact your financial advisor about purchasing our other share classes.

Principal risks of investing in the Fund

n	Prices of equity securities change in response to many factors, including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity.
n	Foreign securities have additional risks, including exchange rate changes, political and economic upheaval, relative lack of information, relatively low market liquidity, and the potential lack of strict financial and accounting controls and standards.
n	Because a large percentage of the Fund’s assets may be invested in a limited number of securities, any change in the value of these securities could significantly affect the value of an investment in the Fund.
n	The prices of securities held by the Fund may decline in response to market risks.
n	Although the Fund’s return during certain periods was positively impacted by its investments in initial public offerings (IPOs), there can be no assurance that the fund will have favorable IPO investment opportunities in the future.

About indexes used in this report

n The S&P 500^® Index is a market capitalization-weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity and their industry.

n	The Russell 1000® Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Russell 1000 Growth Index is a trademark/ service mark of the Frank Russell Company. Russell® is a trademark of the Frank Russell Company.
n	The Lipper Large-Cap Growth Funds Index is an equally weighted representation of the largest funds in the Lipper Large-Cap Growth Funds category. These funds typically have an above-average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P 500 Index.
n	The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.
n	A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of an index of funds reflects fund expenses; performance of a market index does not.

Other information

n	The Chartered Financial Analysts® (CFA®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
n	The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for share holder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
n	Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

Fund Nasdaq Symbols

Class A Shares	LCGAX
Class B Shares	LCGBX
Class C Shares	LCGCX
Class R Shares	LCRGX
Class Y Shares	LCGYX
Investor Class Shares	LCGIX

8 AIM Large Cap Growth Fund

Schedule of Investments^(a)

October 31, 2009

	Shares		Value
Common Stocks & Other Equity Interests–98.63%
Aerospace & Defense–2.24%
Goodrich Corp.		250,930	$	13,638,045
United Technologies Corp.		229,920		14,128,584
				27,766,629
Apparel Retail–4.07%
Gap, Inc. (The)		684,814		14,613,931
Limited Brands, Inc.		972,725		17,119,960
Ross Stores, Inc.		426,994		18,792,006
				50,525,897
Asset Management & Custody Banks–1.17%
BlackRock, Inc.		67,068		14,519,551
Biotechnology–4.48%
Amgen Inc.(b)		675,796		36,310,519
Gilead Sciences, Inc.(b)		453,680		19,304,084
				55,614,603
Communications Equipment–1.95%
Cisco Systems, Inc.(b)		1,057,484		24,163,509
Computer Hardware–13.30%
Apple Inc.(b)		369,281		69,609,468
Hewlett-Packard Co.		1,315,439		62,430,735
International Business Machines Corp.		274,751		33,137,718
				165,177,921
Computer Storage & Peripherals–3.71%
EMC Corp.(b)		1,723,508		28,386,177
Western Digital Corp.(b)		525,250		17,690,420
				46,076,597
Construction & Engineering–2.75%
Fluor Corp.		456,964		20,298,341
URS Corp.(b)		355,430		13,812,010
				34,110,351
Construction, Farm Machinery & Heavy Trucks–1.01%
Joy Global Inc.		248,117		12,507,578
Data Processing & Outsourced Services–1.16%
MasterCard, Inc.–Class A		65,767		14,404,288
Department Stores–2.81%
J.C. Penney Co., Inc.		621,057		20,575,618
Kohl’s Corp.(b)		249,852		14,296,532
				34,872,150
Diversified Metals & Mining–4.06%
BHP Billiton Ltd.–ADR (Australia)(c)		769,741		50,479,615
Education Services–1.61%
Apollo Group, Inc.–Class A(b)		350,920		20,037,532
Electrical Components & Equipment–1.00%
Cooper Industries PLC–Class A (Ireland)		319,850		12,374,996
Electronic Manufacturing Services–0.92%
Flextronics International Ltd. (Singapore)(b)		1,766,243		11,445,255
Fertilizers & Agricultural Chemicals–1.73%
Syngenta AG (Switzerland)		90,575		21,438,161
General Merchandise Stores–2.17%
Dollar Tree, Inc.(b)		293,161		13,230,356
Target Corp.		282,115		13,662,829
				26,893,185
Health Care Distributors–2.13%
AmerisourceBergen Corp.		556,418		12,324,659
McKesson Corp.		240,077		14,099,722
				26,424,381
Health Care Services–3.80%
Express Scripts, Inc.(b)		198,052		15,828,316
Medco Health Solutions, Inc.(b)		357,957		20,088,547
Quest Diagnostics Inc.		201,995		11,297,580
				47,214,443
Heavy Electrical Equipment–1.33%
ABB Ltd. (Switzerland)(b)		883,470		16,456,733
Home Entertainment Software–1.16%
Shanda Interactive Entertainment Ltd.–ADR (China)(b)(c)		329,119		14,375,918
Home Improvement Retail–0.97%
Home Depot, Inc. (The)		481,246		12,074,462
Integrated Oil & Gas–3.20%
Occidental Petroleum Corp.		524,442		39,794,659
Internet Software & Services–3.02%
Google Inc.–Class A(b)		43,354		23,242,947
NetEase.com Inc.–ADR (China)(b)		369,539		14,271,596
				37,514,543

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

9        AIM Large Cap Growth Fund

	Shares		Value
Investment Banking & Brokerage–3.37%
Goldman Sachs Group, Inc. (The)		172,069	$	29,280,982
TD Ameritrade Holding Corp.(b)		654,085		12,623,840
				41,904,822
IT Consulting & Other Services–3.45%
Accenture PLC–Class A (Ireland)		748,721		27,762,574
Cognizant Technology Solutions Corp.–Class A(b)		391,675		15,138,239
				42,900,813
Life & Health Insurance–1.21%
Unum Group		754,922		15,060,694
Managed Health Care–2.38%
UnitedHealth Group Inc.		593,690		15,406,255
WellPoint Inc.(b)		303,501		14,191,707
				29,597,962
Oil & Gas Drilling–2.25%
Diamond Offshore Drilling, Inc.(c)		135,049		12,863,417
ENSCO International Inc.		329,421		15,084,188
				27,947,605
Oil & Gas Equipment & Services–1.79%
National-Oilwell Varco Inc.(b)		542,919		22,254,250
Pharmaceuticals–2.13%
Abbott Laboratories		204,585		10,345,864
Johnson & Johnson		272,867		16,112,796
				26,458,660
Property & Casualty Insurance–1.13%
Chubb Corp. (The)		288,648		14,005,201
Railroads–2.02%
Norfolk Southern Corp.		264,596		12,335,465
Union Pacific Corp.		231,521		12,766,068
				25,101,533
Restaurants–0.66%
Darden Restaurants, Inc.		270,118		8,187,277
Semiconductors–4.69%
Marvell Technology Group Ltd.(b)		1,112,752		15,266,957
Taiwan Semiconductor Manufacturing Co. Ltd.–ADR (Taiwan)		1,168,793		11,150,285
Texas Instruments Inc.		778,750		18,261,688
Xilinx, Inc.		622,145		13,531,654
				58,210,584
Systems Software–6.91%
BMC Software, Inc.(b)		745,201		27,691,669
Microsoft Corp.		773,713		21,455,062
Oracle Corp.		1,738,492		36,682,181
				85,828,912
Wireless Telecommunication Services–0.89%
America Movil S.A.B de C.V.–Series L–ADR (Mexico)		249,136		10,994,372
Total Common Stocks & Other Equity Interests (Cost $1,129,376,499)				1,224,715,642
Money Market Funds–1.07%
Liquid Assets Portfolio–Institutional Class(d)		6,646,106		6,646,106
Premier Portfolio–Institutional Class(d)		6,646,106		6,646,106
Total Money Market Funds (Cost $13,292,212)				13,292,212
TOTAL INVESTMENTS (excluding investments purchased with cash collateral from securities on loan)–99.70% (Cost $1,142,668,711)				1,238,007,854
Investments Purchased with Cash Collateral from Securities on Loan
Money Market Funds–4.40%
Liquid Assets Portfolio–Institutional Class (Cost $54,629,765)(d)(e)		54,629,765		54,629,765
TOTAL INVESTMENTS–104.10% (Cost $1,197,298,476)				1,292,637,619
OTHER ASSETS LESS LIABILITIES–(4.10)%				(50,854,625	)
NET ASSETS–100.00%			$	1,241,782,994

Investment Abbreviations:

ADR – American Depositary Receipt

Notes to Schedule of Investments:

(a)	Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b)	Non-income producing security.
(c)	All or a portion of this security was out on loan at October 31, 2009.
(d)	The money market fund and the Fund are affiliated by having the same investment advisor.
(e)	The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 1I.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

10        AIM Large Cap Growth Fund

Statement of Assets and Liabilities

October 31, 2009

Assets:
Investments, at value (Cost $1,129,376,499)*	$	1,224,715,642
Investments in affiliated money market funds, at value and cost		67,921,977
Total investments, at value (Cost $1,197,298,476)		1,292,637,619
Receivables for:
Investments sold		17,352,501
Fund shares sold		385,880
Dividends		1,674,190
Investment for trustee deferred compensation and retirement plans		144,139
Other assets		22,145
Total assets		1,312,216,474
Liabilities:
Payables for:
Investments purchased		12,637,913
Fund shares reacquired		1,224,097
Amount due custodian		207,403
Collateral upon return of securities loaned		54,629,765
Accrued fees to affiliates		1,094,433
Accrued other operating expenses		228,366
Trustee deferred compensation and retirement plans		411,503
Total liabilities		70,433,480
Net assets applicable to shares outstanding	$	1,241,782,994
Net assets consist of:
Shares of beneficial interest	$	1,712,166,251
Undistributed net investment income		2,150,549
Undistributed net realized gain (loss)		(567,884,683	)
Unrealized appreciation		95,350,877
	$	1,241,782,994
Net Assets:
Class A	$	673,656,783
Class B	$	121,067,926
Class C	$	87,795,158
Class R	$	10,523,000
Class Y	$	9,347,391
Investor Class	$	199,718,930
Institutional Class	$	139,673,806
Shares outstanding, $0.001 par value per share, unlimited number of shares authorized:
Class A		71,524,414
Class B		13,844,186
Class C		10,039,104
Class R		1,134,507
Class Y		991,513
Investor Class		21,040,240
Institutional Class		14,364,916
Class A:
Net asset value per share	$	9.42
Maximum offering price per share
(Net asset value of $9.42 divided by 94.50%)	$	9.97
Class B:
Net asset value and offering price per share	$	8.75
Class C:
Net asset value and offering price per share	$	8.75
Class R:
Net asset value and offering price per share	$	9.28
Class Y:
Net asset value and offering price per share	$	9.43
Investor Class:
Net asset value and offering price per share	$	9.49
Institutional Class:
Net asset value and offering price per share	$	9.72

*  At October 31, 2009, securities with an aggregate value of $51,014,082 were on loan to brokers.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

11        AIM Large Cap Growth Fund

Statement of Operations

For the year ended October 31, 2009

Investment income:
Dividends (net of foreign withholding taxes of $197,599)	$	17,435,467
Dividends from affiliated money market funds (includes securities lending income of $517,481)		941,725
Total investment income		18,377,192
Expenses:
Advisory fees		7,664,271
Administrative services fees		328,090
Custodian fees		31,457
Distribution fees:
Class A		1,528,173
Class B		1,372,397
Class C		865,983
Class R		41,201
Investor Class		328,112
Transfer agent fees — A, B, C, R, Y and Investor		5,860,889
Transfer agent fees — Institutional		32,337
Trustees’ and officers’ fees and benefits		54,706
Other		454,948
Total expenses		18,562,564
Less: Fees waived, expenses reimbursed and expense offset arrangement(s)		(1,893,113	)
Net expenses		16,669,451
Net investment income		1,707,741
Realized and unrealized gain (loss) from:
Net realized gain (loss) from:
Investment securities		(88,102,939	)
Foreign currencies		350,691
		(87,752,248	)
Change in net unrealized appreciation of:
Investment securities		190,338,722
Foreign currencies		23,916
		190,362,638
Net realized and unrealized gain		102,610,390
Net increase in net assets resulting from operations	$	104,318,131

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

12        AIM Large Cap Growth Fund

Statement of Changes in Net Assets

For the years ended October 31, 2009 and 2008

	2009			2008
Operations:
Net investment income (loss)	$	1,707,741		$	(3,878,482	)
Net realized gain (loss)		(87,752,248	)		(8,299,036	)
Change in net unrealized appreciation (depreciation)		190,362,638			(810,379,241	)
Net increase (decrease) in net assets resulting from operations		104,318,131			(822,556,759	)
Share transactions-net:
Class A		(18,991,474	)		(39,483,656	)
Class B		(70,134,250	)		(168,470,883	)
Class C		(17,150,541	)		(20,314,860	)
Class R		2,166,244			445,943
Class Y		3,147,973			5,981,922
Investor Class		(22,007,684	)		(28,879,171	)
Institutional Class		(9,042,491	)		(23,417,366	)
Net increase (decrease) in net assets resulting from share transactions		(132,012,223	)		(274,138,071	)
Net increase (decrease) in net assets		(27,694,092	)		(1,096,694,830	)
Net assets:
Beginning of year		1,269,477,086			2,366,171,916
End of year (includes undistributed net investment income (loss) of $2,150,549 and $(434,839), respectively)	$	1,241,782,994		$	1,269,477,086

Notes to Financial Statements

October 31, 2009

NOTE 1—Significant Accounting Policies

AIM Large Cap Growth Fund (the “Fund���) is a series portfolio of AIM Equity Funds (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of eight separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.

  The Fund’s investment objective is long-term growth of capital.

  The Fund currently consists of seven different classes of shares: Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class. Investor Class shares of the Fund are offered only to certain grandfathered investors. Class A shares are sold with a front-end sales charge unless certain waiver criteria are met and under certain circumstances load waiver shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class R, Class Y, Investor Class and Institutional Class shares are sold at net asset value. Under certain circumstances, Class R shares are subject to a CDSC. Generally, Class B shares will automatically convert to Class A shares on or about the month-end which is at least eight years after the date of purchase.

  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A.

Security Valuations — Securities, including restricted securities, are valued according to the following policy.

A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).

13        AIM Large Cap Growth Fund

	Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
	Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
	Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
	Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities and Corporate Loans. The mean between the last bid and asked prices may be used to value debt obligations other than Corporate Loans.
	Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.
	Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B.	Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date.
	The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain/loss for investments no longer held and as unrealized gain/loss for investments still held.
	Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the advisor.
	The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C.	Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment advisor may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D.	Distributions — Distributions from income and net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E.	Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

14        AIM Large Cap Growth Fund

	The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F.	Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to the Institutional Class are charged to such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.
G.	Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period end date and before the date the financial statements are released to print, which is generally 45 days from the period end date.
H.	Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I.	Securities Lending — The Fund may lend portfolio securities having a market value up to one-third of the Fund’s total assets. Such loans are secured by collateral equal to no less than the market value of the loaned securities determined daily by the securities lending provider. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its sponsored agencies. Cash collateral received in connection with these loans is invested in short-term money market instruments or affiliated money market funds and is shown as such on the Schedule of Investments. It is the Fund’s policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. Upon the failure of the borrower to return the securities, collateral may be liquidated and the securities may be purchased on the open market to replace the loaned securities. The Fund could experience delays and costs in gaining access to the collateral. The Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, is included in Dividends from affiliates on the Statement of Operations. The aggregate value of securities out on loan is shown as a footnote on the Statement of Assets and Liabilities, if any.
J.	Foreign Currency Translations — Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (i) sales of foreign currencies, (ii) currency gains or losses realized between the trade and settlement dates on securities transactions, and (iii) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.
	The Fund may invest in foreign securities which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable.
K.	Foreign Currency Contracts — The Fund may enter into foreign currency contracts to manage or minimize currency or exchange rate risk. The Fund may also enter into foreign currency contracts for the purchase or sale of a security denominated in a foreign currency in order to “lock in” the U.S. dollar price of that security. A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The use of foreign currency contracts does not eliminate fluctuations in the price of the underlying securities the Fund owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the contract date and reporting date exchange rates and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded. Realized and unrealized gains (losses) on the contracts are included in the Statement of Operations. The primary risks associated with foreign currency contracts include failure of the counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks may be in excess of the amounts reflected in the Statement of Assets and Liabilities.

15        AIM Large Cap Growth Fund

NOTE 2—Advisory Fees and Other Fees Paid to Affiliates

The Trust has entered into a master investment advisory agreement with Invesco Aim Advisors, Inc. (the “Advisor” or “Invesco Aim”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Advisor based on the annual rate of the Fund’s average daily net assets as follows:

Average Net Assets	Rate
First $250 million		0	.695%
Next $250 million		0	.67%
Next $500 million		0	.645%
Next $1.5 billion		0	.62%
Next $2.5 billion		0	.595%
Next $2.5 billion		0	.57%
Next $2.5 billion		0	.545%
Over $10 billion		0	.52%

  Under the terms of a master sub-advisory agreement approved by shareholders of the Fund between the Advisor and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisors”) the Advisor, not the Fund, may pay 40% of the fees paid to the Advisor to any such Affiliated Sub-Advisor(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Advisor(s).

  Effective July 1, 2009, the Advisor has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual operating expenses (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares to 2.00%, 2.75%, 2.75%, 2.25%, 1.75%, 2.00% and 1.75% of average daily net assets, respectively, through at least February 28, 2011. Prior to July 1, 2009, the Advisor had contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual operating expenses (excluding certain items discussed below) of Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares to 1.32%, 2.07%, 2.07%, 1.57%, 1.07%, 1.32% and 1.07% of average daily net assets, respectively. In determining the advisor’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the net annual operating expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items or non-routine items; (v) expenses related to a merger or reorganization, as approved by the Fund’s Board of Trustees; and (vi) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Currently, in addition to the expense reimbursement arrangement with Invesco Ltd. (“Invesco”) described more fully below, the expense offset arrangements from which the Fund may benefit are in the form of credits that the Fund receives from banks where the Fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the Fund.

  Further, the Advisor has contractually agreed, through at least June 30, 2010, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Advisor receives from the affiliated money market funds on investments by the Fund of uninvested cash (excluding investments of cash collateral from securities lending) in such affiliated money market funds.

  For the year ended October 31, 2009, the Advisor waived advisory fees of $54,052 and reimbursed class level expenses of $1,763,524 for Class A, Class B, Class C, Class R, Class Y and Investor Class shares in proportion to the relative net assets of such classes.

  At the request of the Trustees of the Trust, Invesco agreed to reimburse expenses incurred by the Fund in connection with market timing matters in the AIM Funds, which may include legal, audit, shareholder reporting, communications and trustee expenses. These expenses along with the related expense reimbursement are included in the Statement of Operations. For the year ended October 31, 2009, Invesco reimbursed expenses of the Fund in the amount of $6,106.

  The Trust has entered into a master administrative services agreement with Invesco Aim pursuant to which the Fund has agreed to pay Invesco Aim for certain administrative costs incurred in providing accounting services to the Fund. For the year ended October 31, 2009, expenses incurred under the agreement are shown in the Statement of Operations as administrative services fees.

  The Trust has entered into a transfer agency and service agreement with Invesco Aim Investment Services, Inc. (“IAIS”) pursuant to which the Fund has agreed to pay IAIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IAIS for certain expenses incurred by IAIS in the course of providing such services. IAIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IAIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended October 31, 2009, expenses incurred under the agreement are shown in the Statement of Operations as transfer agent fees.

  The Trust has entered into master distribution agreements with Invesco Aim Distributors, Inc. (“IADI”) to serve as the distributor for the Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class B, Class C, Class R and Investor Class shares (collectively the “Plans”). The Fund, pursuant to the Plans, pays IADI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares, 1.00% of the average daily net assets of Class B and Class C shares and 0.50% of the average daily net assets of Class R shares. The Fund, pursuant to the Investor Class Plan, reimburses IADI for its allocated share of expenses incurred pursuant to the Investor Class Plan for the period, up to a maximum annual rate of 0.25% of the average daily net assets of Investor Class shares. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-based sales charges that may be

16        AIM Large Cap Growth Fund

paid by any class of shares of the Fund. For the year ended October 31, 2009, expenses incurred under the Plans are shown in the Statement of Operations as distribution fees.

  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended October 31, 2009, IADI advised the Fund that IADI retained $85,311 in front-end sales commissions from the sale of Class A shares and $5,612, $228,405, $5,118 and $0 from Class A, Class B, Class C and Class R shares, respectively, for CDSC imposed on redemptions by shareholders.

  Certain officers and trustees of the Trust are officers and directors of Invesco Aim, IAIS and/or IADI.

NOTE 3—Additional Valuation Information

Generally Accepted Accounting Principles (“GAAP”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

Level 1 —	Prices are determined using quoted prices in an active market for identical assets.
Level 2 —	Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.
Level 3 —	Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

  The following is a summary of the tiered valuation input levels, as of October 31, 2009. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

	Level 1		Level 2		Level 3		Total
Equity Securities	$	1,254,742,725	$	37,894,894	$	—	$	1,292,637,619

NOTE 4—Expense Offset Arrangement(s)

The expense offset arrangements are comprised of (i) transfer agency credits which result from balances in Demand Deposit Accounts (DDA) used by the transfer agent for clearing shareholder transactions and (ii) custodian credits which result from periodic overnight cash balances at the custodian. For the year ended October 31, 2009, the Fund received credits from these arrangements, which resulted in the reduction of the Fund’s total expenses of $69,431.

NOTE 5—Trustees’ and Officers’ Fees and Benefits

“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various AIM Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.

  During the year ended October 31, 2009, the Fund paid legal fees of $5,729 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust.

NOTE 6—Cash Balances

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with The State Street Bank and Trust Company, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (i) leave funds as a compensating balance in the account so the custodian bank can be compensated by earning the additional interest; or (ii) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco Aim, not to exceed the contractually agreed upon rate.

17        AIM Large Cap Growth Fund

NOTE 7—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Years Ended October 31, 2009 and 2008:

There were no ordinary income or long-term capital gain distributions paid during the years ended October 31, 2009 and 2008.

Tax Components of Net Assets at Period-End:

	2009
Undistributed ordinary income	$	2,555,078
Net unrealized appreciation — investments		82,828,904
Net unrealized appreciation — other investments		11,734
Temporary book/tax differences		(404,529	)
Capital loss carryforward		(555,374,444	)
Shares of beneficial interest		1,712,166,251
Total net assets	$	1,241,782,994

  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.

  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions. Under these limitation rules, the Fund is limited to utilizing $307,060,191 of capital loss carryforward in the fiscal year ending October 31, 2010.

  The Fund has a capital loss carryforward as of October 31, 2009 which expires as follows:

	Capital Loss
Expiration	Carryforward*
October 31, 2010	$	414,856,373
October 31, 2011		35,095,604
October 31, 2015		478,176
October 31, 2016		16,117,525
October 31, 2017		88,826,766
Total capital loss carryforward	$	555,374,444

*  Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code. To the extent that unrealized gains as of March 27, 2006 and September 21, 2009, the dates the reorganizations of AIM Blue Chip Fund and Atlantic Whitehall Growth Fund, respectively, into the Fund and realized on securities held in each fund at such dates of reorganizations, the capital loss carryforward may be further limited for up to five years from the dates of the reorganizations.

NOTE 8—Investment Securities

The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended October 31, 2009 was $664,665,290 and $751,702,643, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.

Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
Aggregate unrealized appreciation of investment securities	$	161,298,129
Aggregate unrealized (depreciation) of investment securities		(78,469,225	)
Net unrealized appreciation of investment securities	$	82,828,904
Cost of investments for tax purposes is $1,209,808,715.

NOTE 9—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of expired capital loss carryforward, on October 31, 2009, undistributed net investment income was increased by $877,647, undistributed net realized gain (loss) was increased by $629,457,059 and shares of beneficial interest decreased by $630,334,706. Further, as a result of capital loss carry forward acquired in the reorganization of Atlantic Whitehall Growth Fund into the Fund, undistributed net realized gain (loss) was decreased by $8,322,205 and shares of beneficial interest was increased by $8,322,205. These reclassifications had no effect on the net assets of the Fund.

18        AIM Large Cap Growth Fund

NOTE 10—Share Information

	Summary of Share Activity
	Year ended						Year ended
	October 31, 2009(a)						October 31, 2008
	Shares			Amount			Shares			Amount
Sold:
Class A		8,610,580		$	72,659,352			7,664,271		$	91,037,443
Class B		1,712,553			13,451,018			2,217,806			24,541,960
Class C		1,078,714			8,354,258			1,848,176			20,731,391
Class R		523,699			4,406,636			350,523			4,043,656
Class Y(b)		280,073			2,208,364			634,153			5,995,392
Investor Class		1,358,467			11,225,103			1,779,026			20,922,946
Institutional Class		3,872,256			35,135,181			2,157,808			26,339,770
Issued in connection with acquisitions:(c)
Class A		1,121,917			10,994,781			—			—
Class Y		2,188,308			21,489,252			—			—
Automatic conversion of Class B shares to Class A shares:
Class A		6,293,266			51,439,929			9,753,821			111,629,605
Class B		(6,744,747	)		(51,439,929	)		(10,394,624	)		(111,629,605	)
Reacquired:
Class A(b)		(18,612,727	)		(154,085,536	)		(21,220,031	)		(242,150,704	)
Class B		(4,206,680	)		(32,145,339	)		(7,407,571	)		(81,383,238	)
Class C		(3,329,163	)		(25,504,799	)		(3,764,156	)		(41,046,251	)
Class R		(274,817	)		(2,240,392	)		(312,503	)		(3,597,713	)
Class Y		(2,109,339	)		(20,549,643	)		(1,682	)		(13,470	)
Investor Class(b)		(4,000,419	)		(33,232,787	)		(4,273,164	)		(49,802,117	)
Institutional Class		(5,043,164	)		(44,177,672	)		(4,475,993	)		(49,757,136	)
Net increase (decrease) in share activity		(17,281,223	)	$	(132,012,223	)		(25,444,140	)	$	(274,138,071	)

(a)	There is an entity that is a record owner of more than 5% of the outstanding shares of the Fund and owns 5% of the outstanding shares of the Fund. IADI has an agreement with this entity to sell Fund shares. The Fund, Invesco Aim and/or Invesco Aim affiliates may make payments to this entity, which is considered to be related to the Fund, for providing services to the Fund, Invesco Aim and/or Invesco Aim affiliates including but not limited to services such as, securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by this entity are also owned beneficially.
	In addition, 6% of the outstanding shares of the Fund are owned by affiliated mutual funds. Affiliated mutual funds are other mutual funds that are also advised by Invesco Aim.
(b)	Effective upon the commencement date of Class Y shares, October 3, 2008, the following shares were converted from Class A and Investor Class shares into Class Y shares of the Fund:

Class	Shares			Amount
Class Y		630,344		$	5,963,052
Class A		(593,682	)		(5,616,232	)
Investor Class		(36,392	)		(346,820	)

^(c) As of the opening of business on September 21, 2009, the Fund acquired all of the net assets of Atlantic Whitehall Growth Fund pursuant to a plan of reorganization approved by the Trustees of the Fund on June 17, 2009 and by the shareholders of Atlantic Whitehall Growth Fund on September 14, 2009. The acquisition was accomplished by a tax-free exchange of 3,310,225 shares of the Fund for 4,347,512 shares outstanding of Atlantic Whitehall Growth Fund as of the close of business on September 18, 2009. Class A and Institutional Class shares of Atlantic Whitehall Growth Fund were exchanged for Class A and Class Y shares of the Fund, respectively, based on the relative net asset value of Atlantic Whitehall Growth Fund to the net asset value of the Fund on the close of business, September 18, 2009. Atlantic Whitehall Growth Fund’s net assets at that date of $32,484,033, including $2,319,699 of unrealized appreciation, was combined with those of the Fund. The net assets of the Fund immediately before the acquisition were $1,271,001,545. The net assets of the Fund immediately following the acquisition were $1,303,485,578.

19        AIM Large Cap Growth Fund

NOTE 11—Financial Highlights

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

																			Ratio of			Ratio of
						Net gains													expenses			expenses
						(losses)													to average			to average net			Ratio of net
	Net asset		Net			on securities													net assets			assets without			investment
	value,		investment			(both			Total from			Net asset					Net assets,		with fee waivers			fee waivers			income (loss)
	beginning		income			realized and			investment			value, end		Total			end of period		and/or expenses			and/or expenses			to average			Portfolio
	of period		(loss)			unrealized)			operations			of period		Return(a)			(000s omitted)		absorbed			absorbed			net assets			turnover(b)
Class A
Year ended 10/31/09	$	8.55	$	0.02	(c)	$	0.85		$	0.87		$	9.42		10.18	%	$	673,657		1.38	%(d)		1.55	%(d)		0.20	%(d)		59	%
Year ended 10/31/08		13.67		(0.01	)(c)		(5.11	)		(5.12	)		8.55		(37.45	)		633,595		1.33			1.36			(0.09	)		41
Year ended 10/31/07		11.19		(0.04	)(c)		2.52			2.48			13.67		22.16			1,064,817		1.33			1.34			(0.30	)		55
Year ended 10/31/06		10.12		(0.01	)		1.08			1.07			11.19		10.57			981,750		1.32			1.42			(0.17	)		70
Year ended 10/31/05		9.16		(0.02	)(e)		0.98			0.96			10.12		10.48			166,860		1.47			1.56			(0.20	)(e)		103
Class B
Year ended 10/31/09		8.00		(0.04	)(c)		0.79			0.75			8.75		9.38			121,068		2.13	(d)		2.30	(d)		(0.55	)(d)		59
Year ended 10/31/08		12.88		(0.09	)(c)		(4.79	)		(4.88	)		8.00		(37.89	)		184,573		2.08			2.11			(0.84	)		41
Year ended 10/31/07		10.63		(0.12	)(c)		2.37			2.25			12.88		21.17			497,990		2.08			2.09			(1.05	)		55
Year ended 10/31/06		9.69		(0.07	)		1.01			0.94			10.63		9.70			637,594		2.07			2.17			(0.92	)		70
Year ended 10/31/05		8.82		(0.09	)(e)		0.96			0.87			9.69		9.86			103,688		2.15			2.24			(0.88	)(e)		103
Class C
Year ended 10/31/09		8.00		(0.04	)(c)		0.79			0.75			8.75		9.38			87,795		2.13	(d)		2.30	(d)		(0.55	)(d)		59
Year ended 10/31/08		12.88		(0.09	)(c)		(4.79	)		(4.88	)		8.00		(37.89	)		98,284		2.08			2.11			(0.84	)		41
Year ended 10/31/07		10.63		(0.12	)(c)		2.37			2.25			12.88		21.17			182,975		2.08			2.09			(1.05	)		55
Year ended 10/31/06		9.69		(0.07	)		1.01			0.94			10.63		9.70			179,730		2.07			2.17			(0.92	)		70
Year ended 10/31/05		8.83		(0.09	)(e)		0.95			0.86			9.69		9.74			48,293		2.15			2.24			(0.88	)(e)		103
Class R
Year ended 10/31/09		8.44		(0.00	)(c)		0.84			0.84			9.28		9.95			10,523		1.63	(d)		1.80	(d)		(0.05	)(d)		59
Year ended 10/31/08		13.53		(0.04	)(c)		(5.05	)		(5.09	)		8.44		(37.62	)		7,474		1.58			1.61			(0.34	)		41
Year ended 10/31/07		11.10		(0.07	)(c)		2.50			2.43			13.53		21.89			11,465		1.58			1.59			(0.55	)		55
Year ended 10/31/06		10.07		(0.03	)		1.06			1.03			11.10		10.23			11,231		1.57			1.67			(0.42	)		70
Year ended 10/31/05		9.13		(0.04	)(e)		0.98			0.94			10.07		10.30			2,330		1.65			1.74			(0.38	)(e)		103
Class Y
Year ended 10/31/09		8.55		0.04	(c)		0.84			0.88			9.43		10.29			9,347		1.13	(d)		1.30	(d)		0.45	(d)		59
Year ended 10/31/08(f)		9.46		0.00	(c)		(0.91	)		(0.91	)		8.55		(9.62	)		5,406		1.08	(g)		1.27	(g)		0.16	(g)		41
Investor Class
Year ended 10/31/09		8.61		0.02	(c)		0.86			0.88			9.49		10.22			199,719		1.30	(d)		1.47	(d)		0.28	(d)		59
Year ended 10/31/08		13.76		(0.00	)(c)		(5.15	)		(5.15	)		8.61		(37.43	)		203,882		1.27			1.30			(0.03	)		41
Year ended 10/31/07		11.25		(0.03	)(c)		2.54			2.51			13.76		22.31			360,073		1.24			1.25			(0.21	)		55
Year ended 10/31/06		10.18		(0.01	)		1.08			1.07			11.25		10.51			347,621		1.27			1.37			(0.12	)		70
Year ended 10/31/05		9.20		(0.01	)(e)		0.99			0.98			10.18		10.65			358,498		1.34			1.43			(0.07	)(e)		103
Institutional Class
Year ended 10/31/09		8.77		0.07	(c)		0.88			0.95			9.72		10.83			139,674		0.76	(d)		0.76	(d)		0.82	(d)		59
Year ended 10/31/08		13.94		0.06	(c)		(5.23	)		(5.17	)		8.77		(37.09	)		136,263		0.73			0.74			0.51			41
Year ended 10/31/07		11.35		0.04	(c)		2.55			2.59			13.94		22.82			248,852		0.72			0.72			0.30			55
Year ended 10/31/06		10.21		0.05			1.09			1.14			11.35		11.17			135,466		0.74			0.76			0.41			70
Year ended 10/31/05		9.18		0.03	(e)		1.00			1.03			10.21		11.22			123,368		0.81			0.88			0.46	(e)		103

(a)	Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(b)	Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. For the period ending October 31, 2009, the portfolio turnover calculation excludes the value of securities purchased of $29,869,910 and sold of $12,860,254 in the effort to realign the Fund’s portfolio holdings after the reorganization of Atlantic Whitehall Growth Fund into the Fund.
(c)	Calculated using average shares outstanding.
(d)	Ratios are based on average daily net assets (000’s omitted) of $611,269, $137,240, $86,598, $8,240, $7,455, $187,821 and $126,985 for Class A, Class B, Class C, Class R, Class Y, Investor Class and Institutional Class shares, respectively.
(e)	Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets excluding the special dividend are $(0.04) and (0.36)%, $(0.11) and (1.04)%; $(0.11) and (1.04)%; $(0.06) and (0.54)%; $(0.03) and (0.23)% and $0.01 and 0.30% for Class A, Class B, Class C, Class R, Investor Class and Institutional Class shares, respectively.
(f)	Commencement date of October 3, 2008.
(g)	Annualized.

20        AIM Large Cap Growth Fund

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of AIM Equity Funds

and Shareholders of AIM Large Cap Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of AIM Large Cap Growth Fund (one of the funds constituting AIM Equity Funds, hereafter referred to as the “Fund”) at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

December 15, 2009

Houston, Texas

21        AIM Large Cap Growth Fund

Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2009 through October 31, 2009.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

							HYPOTHETICAL
							(5% annual return before
			ACTUAL				expenses)
	Beginning		Ending		Expenses		Ending		Expenses		Annualized
	Account Value		Account Value		Paid During		Account Value		Paid During		Expense
Class	(05/01/09)		(10/31/09)1		Period2,4		(10/31/09)		Period2,5		Ratio3
A	$	1,000.00	$	1,160.10	$	7.73	$	1,018.05	$	7.22		1.42	%
B		1,000.00		1,155.90		11.79		1,014.27		11.02		2.17
C		1,000.00		1,155.90		11.79		1,014.27		11.02		2.17
R		1,000.00		1,160.00		9.09		1,016.79		8.49		1.67
Y		1,000.00		1,159.90		6.37		1,019.31		5.96		1.17
Investor		1,000.00		1,160.10		7.35		1,018.40		6.87		1.35

1	The actual ending account value is based on the actual total return of the Fund for the period May 1, 2009 through October 31, 2009, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2	Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.
3	Effective July 1, 2009, the Fund’s advisor has contractually agreed, through at least February 28, 2011 to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Operating Expenses of Class A, Class B, Class C, Class R, Class Y and Investor Class shares to 2.00%, 2.75%, 2.75%, 2.25%, 1.75% and 2.00%, respectively. The annualized expense ratios restated as if these agreements had been in effect throughout the entire most recent fiscal half year are 1.48%, 2.23%, 2.23%, 1.73%, 1.23 and 1.41% for Class A, Class B, Class C, Class R, Class Y and Investor Class shares, respectively.
4	The actual expenses paid restated as if the changes discussed above in footnote 3 had been in effect throughout the entire most recent fiscal year are $8.06, $12.12, $12.12, $9.42, $6.70 and $7.68 for Class A, Class B, Class C, Class R, Class Y and Investor Class shares, respectively.
5	Hypothetical expenses are equal to the annualized expense ratio indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect a one-half year period. The hypothetical expenses paid restated as if the changes discussed above in footnote 3 had been in effect throughout the entire most recent fiscal half year period are $7.53, $11.32, $11.32, $8.79, $6.26 and $7.17 for Class A, Class B, Class C, Class R, Class Y and Investor Class shares, respectively.

22        AIM Large Cap Growth Fund

Supplement to Annual Report dated 10/31/09

AIM Large Cap Growth Fund

Institutional Class Shares

The following information has been prepared to provide Institutional Class shareholders with a performance overview specific to their holdings. Institutional Class shares are offered exclusively to institutional investors, including defined contribution plans that meet certain criteria.

Average Annual Total Returns
For periods ended 10/31/09
10 Years	-1.49	%
5 Years	1.15
1 Year	10.83
Average Annual Total Returns
For periods ended 9/30/09, the most recent calendar quarter-end
10 Years	-0.58	%
5 Years	1.70
1 Year	-4.12

Institutional Class shares’ inception date is April 30, 2004. Returns since that date are historical returns. All other returns are blended returns of historical Institutional Class share performance and restated Class A share performance (for periods prior to the inception date of Institutional Class shares) at net asset value (NAV) and reflect the Rule 12b-1 fees applicable to Class A shares. Class A shares’ inception date is March 1, 1999.

     Institutional Class shares have no sales charge; therefore, performance is at NAV. Performance of Institutional Class shares will differ from performance of other share classes primarily due to differing sales charges and class expenses.

     The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this supplement for Institutional Class shares was 0.74%. The expense ratios presented above may vary from the expense ratios presented in other sections of the actual report that are based on expenses incurred during the period covered by the report.

     Please note that past performance is not indicative of future results. More recent returns may be more or less than those shown. All returns assume reinvestment of distributions at NAV. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. See full report for information on comparative benchmarks. Please consult your Fund prospectus for more information. For the most current month-end performance, please call 800 451 4246 or visit invescoaim.com.

Nasdaq Symbol LCIGX

Over for information on your Fund’s expenses.

This supplement must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

FOR INSTITUTIONAL INVESTOR USE ONLY – NOT FOR USE WITH THE PUBLIC
This material is for institutional investor use only and may not be quoted, reproduced, shown to the public or used in written form as sales literature for public use.

invescoaim.com      LCG-INS-1           Invesco Aim Distributors, Inc.

Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2009 through October 31, 2009.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

HYPOTHETICAL

(5% annual return before

ACTUAL

expenses)

Beginning

Ending

Expenses

Ending

Expenses

Annualized

Account Value

Account Value

Paid During

Account Value

Paid During

Expense

Class

(05/01/09)

(10/31/09)1

Period2

(10/31/09)

Period2

Ratio

Institutional

$

1,000.00

$

1,164.10

$

4.09

$

1,021.42

$

3.82

0.75

%

1	The actual ending account value is based on the actual total return of the Fund for the period May 1, 2009 through October 31, 2009, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2	Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.

AIM Large Cap Growth Fund

Approval of Investment Advisory and Sub-Advisory Agreements

The Board of Trustees (the Board) of AIM Equity Funds is required under the Investment Company Act of 1940 to approve annually the renewal of the AIM Large Cap Growth Fund (the Fund) investment advisory agreement with Invesco Aim Advisors, Inc. (Invesco Aim) and the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 16-17, 2009, the Board as a whole, and the disinterested or “independent” Trustees voting separately, approved the continuance of the Fund’s investment advisory agreement and the sub-advisory contracts for another year, effective July 1, 2009. In doing so, the Board determined that the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and that the compensation to Invesco Aim and the Affiliated Sub-Advisers under the Fund’s investment advisory agreement and sub-advisory contracts is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees that are responsible for overseeing the management of a number of the series portfolios of the AIM Funds. This Sub-Committee structure permits the Trustees to focus on the performance of the AIM Funds that have been assigned to them. The Sub-Committees meet throughout the year to review the performance of their assigned funds, and the Sub-Committees review monthly and quarterly comparative performance information and periodic asset flow data for their assigned funds. These materials are prepared under the direction and supervision of the independent Senior Officer, an officer of the AIM Funds who reports directly to the independent Trustees. Over the course of each year, the Sub-Committees meet with portfolio managers for their assigned funds and other members of management and review with these individuals the per-

formance, investment objective(s), policies, strategies and limitations of these funds.

     In addition to their meetings throughout the year, the Sub-Committees meet at designated contract renewal meetings each year to conduct an in-depth review of the performance, fees, expenses and other matters related to their assigned funds. During the contract renewal process, the Trustees receive comparative performance and fee data regarding the AIM Funds prepared by an independent company, Lipper, Inc. (Lipper), under the direction and supervision of the Senior Officer who also prepares a separate analysis of this information for the Trustees. Each Sub-Committee then makes recommendations to the Investments Committee regarding the fees and expenses of their assigned funds. The Investments Committee considers each Sub-Committee’s recommendations and makes its own recommendations regarding the fees and expenses of the AIM Funds to the full Board. The Investments Committee also considers each Sub-Committee’s recommendations in making its annual recommendation to the Board whether to approve the continuance of each AIM Fund’s investment advisory agreement and sub-advisory contracts for another year.

      The independent Trustees met separately during their evaluation of the Fund’s investment advisory agreement and sub-advisory contracts with independent legal counsel. The independent Trustees were also assisted in their annual evaluation of the Fund’s investment advisory agreement by the Senior Officer. One responsibility of the Senior Officer is to manage the process by which the AIM Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure that they are negotiated in a manner that is at arms’ length and reasonable. Accordingly, the Senior Officer must either supervise a competitive bidding process or prepare an independent written evaluation. The Senior Officer recommended that an independent written evaluation be provided and, at the direction of the Board, prepared an independent written evaluation.

     During the annual contract renewal process, the Board considered the factors discussed below in evaluating the fairness and reasonableness of the Fund’s investment advisory agreement and

sub-advisory contracts. The Board considered all of the information provided to them, including information provided at their meetings throughout the year as part of their ongoing oversight of the Fund, and did not identify any particular factor that was controlling. Each Trustee may have evaluated the information provided differently from another Trustee and attributed different weight to the various factors. The Trustees recognized that the advisory arrangements and resulting advisory fees for the Fund and the other AIM Funds are the result of years of review and negotiation between the Trustees and Invesco Aim, that the Trustees may focus to a greater extent on certain aspects of these arrangements in some years than in others, and that the Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these same arrangements throughout the year and in prior years.

      The discussion below serves as a summary of the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. Unless otherwise stated, information set forth below is as of June 17, 2009, and does not reflect any changes that may have occurred since that date, including but not limited to changes to the Fund’s performance, advisory fees, expense limitations and/or fee waivers.

Factors and Conclusions and Summary of Independent Written Fee Evaluation

     A. Nature, Extent and Quality of
        Services Provided by Invesco Aim

The Board reviewed the advisory services provided to the Fund by Invesco Aim under the Fund’s investment advisory agreement, the performance of Invesco Aim in providing these services, and the credentials and experience of the officers and employees of Invesco Aim who provide these services. The Board’s review of the qualifications of Invesco Aim to provide these services included the Board’s consideration of Invesco Aim’s portfolio and product review process, various back office support functions provided by Invesco Aim and its affiliates, and Invesco Aim’s equity and

23 AIM Large Cap Growth Fund continued 

fixed income trading operations. The Board concluded that the nature, extent and quality of the advisory services provided to the Fund by Invesco Aim are appropriate and that Invesco Aim currently is providing satisfactory advisory services in accordance with the terms of the Fund’s investment advisory agreement. In addition, based on their ongoing meetings throughout the year with the Fund’s portfolio manager or managers, the Board concluded that these individuals are competent and able to continue to carry out their responsibilities under the Fund’s investment advisory agreement.

     In determining whether to continue the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Aim and the Fund, as well as the Board’s knowledge of Invesco Aim’s operations, and concluded that it is beneficial to maintain the current relationship, in part, because of such knowledge. The Board also considered the steps that Invesco Aim and its affiliates continue to take to improve the quality and efficiency of the services they provide to the AIM Funds in the areas of investment performance, product line diversification, distribution, fund operations, shareholder services and compliance. The Board concluded that the quality and efficiency of the services Invesco Aim and its affiliates provide to the AIM Funds in each of these areas support the Board’s approval of the continuance of the Fund’s investment advisory agreement.

     B. Nature, Extent and Quality of
         Services Provided by Affiliated
         Sub-Advisers

The Board reviewed the services provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board concluded that the nature, extent and quality of the services provided by the Affiliated Sub-Advisers are appropriate. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are geographically dispersed in financial centers around the world, can provide research and other information and make recommendations on the markets and economies of various countries and securities of companies located in such countries or on various types of investments and investment

techniques. The Board concluded that the sub-advisory contracts benefit the Fund and its shareholders by permitting Invesco Aim to utilize the additional resources and talent of the Affiliated Sub-Advisers in managing the Fund.

     C. Fund Performance

The Board considered Fund performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.

     The Board compared the Fund’s performance during the past one, three and five calendar years to the performance of all funds in the Lipper performance universe that are not managed by Invesco Aim or an Affiliated Sub-Adviser and against the Lipper Large-Cap Growth Funds Index. The Board noted that the Fund’s performance was in the second quintile of its performance universe for the one and three year periods and in the first quintile for the five year periods (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that the Fund’s performance was above the performance of the Index for the one, three and five year periods. Although the independent written evaluation of the Fund’s Senior Officer only considered Fund performance through the most recent calendar year, the Board also reviewed more recent Fund performance and this review did not change their conclusions. The Board noted that, in response to the Board’s focus on fund performance, Invesco Aim has taken a number of actions intended to improve the investment process for the funds.

     D. Advisory and Sub-Advisory Fees
         and Fee Waivers

The Board compared the Fund’s contractual advisory fee rate to the contractual advisory fee rates of funds in the Fund’s Lipper expense group that are not managed by Invesco Aim or an Affiliated Sub-Adviser, at a common asset level. The Board noted that the Fund’s contractual advisory fee rate was below the median contractual advisory fee rate of funds in its expense group. The Board also reviewed the methodology used by Lipper in determining contractual fee

rates, which includes using audited financial data from the most recent annual report of each fund in the expense group that was publicly available as of the end of the past calendar year. The Board noted that some comparative data did not reflect the market downturn that occurred in the fourth quarter of 2008.

      The Board also compared the Fund’s effective fee rate (the advisory fee after any advisory fee waivers and before any expense limitations/waivers) to the advisory fee rates of other domestic clients of Invesco Aim and its affiliates with investment strategies comparable to those of the Fund, including one mutual fund advised by Invesco Aim and two mutual funds sub-advised by an Invesco Aim affiliate. The Board noted that the Fund’s rate was: (i) below the effective fee rate for the mutual fund advised by Invesco Aim; and (ii) above the sub-adviser effective fee rates for the domestic mutual funds sub-advised by an Invesco Aim affiliate.

     Additionally, the Board compared the Fund’s effective fee rate to the effective fee rates paid by several separately managed accounts/wrap accounts advised by Invesco Aim affiliates. The Board noted that the Fund’s rate was above the rates for the separately managed accounts/wrap accounts. The Board considered that management of the separately managed accounts/wrap accounts by the Invesco Aim affiliates involves different levels of services and different operational and regulatory requirements than Invesco Aim’s management of the Fund. The Board concluded that these differences are appropriately reflected in the fee structure for the Fund.

      The Board noted that Invesco Aim contractually agreed to continue to waive fees and/or limit expenses of the Fund through at least June 30, 2010 in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund. The Board noted that the specified percentage before the waiver becomes effective has been increased effective July 1, 2009, and that at the current expense ratio for the Fund, the revised expense waiver does not have any impact. The Board also noted that Invesco Aim has agreed to reduce the per account transfer agent fee for all the retail funds, including the Fund, effective July 1, 2009.

24 AIM Large Cap Growth Fund continued 

     The Board also considered the services provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts and the services provided by Invesco Aim pursuant to the Fund’s advisory agreement, as well as the allocation of fees between Invesco Aim and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Aim to the Affiliated Sub-Advisers, and that Invesco Aim and the Affiliated Sub-Advisers are affiliates.

     After taking account of the Fund’s contractual advisory fee rate, the contractual sub-advisory fee rate, the comparative advisory fee information and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees are fair and reasonable.

     E. Economies of Scale and
         Breakpoints

The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule includes seven breakpoints and that the level of the Fund’s advisory fees, as a percentage of the Fund’s net assets, has decreased as net assets increased because of the breakpoints. The Board concluded that the Fund’s advisory fees appropriately reflect economies of scale at current asset levels. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the AIM Funds and affiliates.

     F. Profitability and Financial
         Resources

The Board reviewed information from Invesco Aim concerning the costs of the advisory and other services that Invesco Aim and its affiliates provide to the Fund and the profitability of Invesco Aim and its affiliates in providing these services. The Board also reviewed information concerning the financial condition of Invesco Aim and its affiliates. The Board reviewed with Invesco Aim the methodology used to prepare the profitability information. The Board considered the overall profitability of Invesco Ltd., the ultimate parent of Invesco Aim and the Affiliated Sub-Advisers, and of Invesco

Aim, as well as the profitability of Invesco Aim in connection with managing the Fund. The Board noted that Invesco Aim continues to operate at a net profit, although the reduction of assets under management as a result of market movements and the increase in voluntary fee waivers for affiliated money market funds have reduced the profitability of Invesco Aim and its affiliates. The Board concluded that the Fund’s fees are fair and reasonable, and that the level of profits realized by Invesco Aim and its affiliates from providing services to the Fund is not excessive in light of the nature, quality and extent of the services provided. The Board considered whether Invesco Aim is financially sound and has the resources necessary to perform its obligations under the Fund’s investment advisory agreement, and concluded that Invesco Aim has the financial resources necessary to fulfill these obligations. The Board also considered whether each Affiliated Sub-Adviser is financially sound and has the resources necessary to perform its obligations under the sub-advisory contracts, and concluded that each Affiliated Sub-Adviser has the financial resources necessary to fulfill these obligations.

     G. Collateral Benefits to Invesco
          Aim and its Affiliates

The Board considered various other benefits received by Invesco Aim and its affiliates resulting from Invesco Aim’s relationship with the Fund, including the fees received by Invesco Aim and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Aim and its affiliates in providing these services and the organizational structure employed by Invesco Aim and its affiliates to provide these services. The Board also considered that these services are provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Aim and its affiliates are providing these services in a satisfactory manner and in accordance with the terms of their contracts, and are qualified to continue to provide these services to the Fund.

     The Board considered the benefits realized by Invesco Aim and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board

noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Aim and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Aim’s and the Affiliated Sub-Advisers’ expenses. The Board concluded that Invesco Aim’s and the Affiliated Sub-Advisers’ soft dollar arrangements are appropriate. The Board also concluded that, based on their review and representations made by the Chief Compliance Officer of Invesco Aim, these arrangements are consistent with regulatory requirements.

      The Board considered the fact that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Aim pursuant to procedures approved by the Board. The Board noted that Invesco Aim will receive advisory fees from these affiliated money market funds attributable to such investments, although Invesco Aim has contractually agreed to waive through at least June 30, 2010, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Aim receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.

25 AIM Large Cap Growth Fund

Trustees and Officers

The address of each trustee and officer of AIM Equity Funds (the “Trust”), is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. Each trustee oversees 105 portfolios in the AIM Funds complex. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.

Name, Year of Birth and	Trustee and/	Principal Occupation(s)	Other Directorship(s)
Position(s) Held with the Trust	or Officer Since	During Past 5 Years	Held by Trustee
Interested Persons
Martin L. Flanagan1 — 1960 Trustee	2007	Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco Aim and a global investment management firm); Chairman, Invesco Aim Advisors, Inc. (registered investment advisor); Trustee, The AIM Family of Funds®; Board of Governors, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business	None
		Formerly: Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco Aim and a global investment management firm); Director, Invesco Ltd.; Chairman and Vice Chairman, Investment Company Institute
Philip A. Taylor2 — 1954 Trustee, President and Principal Executive Officer	2006	Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Chief Executive Officer and President, Invesco Aim Advisors, Inc. and 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Aim Management Group, Inc. (financial services holding company) and Invesco Aim Capital Management, Inc. (registered investment advisor); Director and President, INVESCO Funds Group, Inc. (registered investment advisor and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director, Invesco Aim Distributors, Inc. (registered broker dealer); Director and Chairman, Invesco Aim Investment Services, Inc. (registered transfer agent) and INVESCO Distributors, Inc. (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, AIM Trimark Corporate Class Inc. (corporate mutual fund company) and AIM Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment advisor and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The AIM Family of Funds® (other than AIM Treasurer’s Series Trust and Short-Term Investments Trust); Trustee and Executive Vice President, The AIM Family of Funds® (AIM Treasurer’s Series Trust and Short-Term Investments Trust only); and Manager, Invesco PowerShares Capital Management LLC	None
		Formerly: President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The AIM Family of Funds® (AIM Treasurer’s Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.
Independent Trustees
Bruce L. Crockett — 1944 Trustee and Chair	1993	Chairman, Crockett Technology Associates (technology consulting company)	ACE Limited (insurance company); Captaris, Inc. (unified messaging provider); and Investment Company Institute
Bob R. Baker — 1936 Trustee	2003	Retired	None
Frank S. Bayley — 1939 Trustee	2001	Retired Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios)	None
James T. Bunch — 1942 Trustee	2003	Founder, Green, Manning & Bunch Ltd., (investment banking firm)	Board of Governors, Western Golf Association/Evans Scholars Foundation and Executive Committee, United States Golf Association
Albert R. Dowden — 1941 Trustee	2000	Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (registered investment company); and Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company) Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations	Board of Nature’s Sunshine Products, Inc.
Jack M. Fields — 1952 Trustee	1997	Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company)	Administaff
Carl Frischling — 1937 Trustee	1988	Partner, law firm of Kramer Levin Naftalis and Frankel LLP	Director, Reich & Tang Funds (16 portfolios)
Prema Mathai-Davis — 1950 Trustee	1998	Retired	None
Lewis F. Pennock — 1942 Trustee	1988	Partner, law firm of Pennock & Cooper	None
Larry Soll — 1942 Trustee	2003	Retired	None
Raymond Stickel, Jr. — 1944 Trustee	2005	Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios)	None

1	Mr. Flanagan is considered an interested person of the Trust because he is an officer of the advisor to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the advisor to the Trust.
2	Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the advisor to, and a director of the principal underwriter of, the Trust.

T-1

Trustees and Officers — (continued)

Name, Year of Birth and	Trustee and/	Principal Occupation(s)	Other Directorship(s)
Position(s) Held with the Trust	or Officer Since	During Past 5 Years	Held by Trustee
Other Officers
Russell C. Burk — 1958 Senior Vice President and Senior Officer	2005	Senior Vice President and Senior Officer of The AIM Family of Funds® Formerly: Director of Compliance and Assistant General Counsel, ICON Advisers, Inc.; Financial Consultant, Merrill Lynch; General Counsel and Director of Compliance, ALPS Mutual Funds, Inc.	N/A
John M. Zerr — 1962 Senior Vice President, Chief Legal Officer and Secretary	2006	Director, Senior Vice President, Secretary and General Counsel, Invesco Aim Management Group, Inc., Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Director, Senior Vice President and Secretary, Invesco Aim Distributors, Inc.; Director, Vice President and Secretary, Invesco Aim Investment Services, Inc. and INVESCO Distributors, Inc.; Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The AIM Family of Funds®; and Manager, Invesco PowerShares Capital Management LLC	N/A
		Formerly: Director, Vice President and Secretary, Fund Management Company; Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
Lisa O. Brinkley — 1959 Vice President	2004	Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Aim Distributors, Inc. and Invesco Aim Investment Services, Inc.; and Vice President, The AIM Family of Funds®	N/A
		Formerly: Senior Vice President, Invesco Aim Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisors, Inc. and The AIM Family of Funds®; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Aim Distributors, Inc.; Vice President, Invesco Aim Investment Services, Inc. and Fund Management Company
Kevin M. Carome — 1956 Vice President	2003	General Counsel, Secretary and Senior Managing Director, Invesco Ltd.; Director, Invesco Holding Company Limited and INVESCO Funds Group, Inc.; Director and Executive Vice President, IVZ, Inc., Invesco Group Services, Inc., Invesco North American Holdings, Inc. and Invesco Investments (Bermuda) Ltd.; and Vice President, The AIM Family of Funds®	N/A
		Formerly: Senior Managing Director and Secretary, Invesco North American Holdings, Inc.; Vice President and Secretary, IVZ, Inc. and Invesco Group Services, Inc.; Senior Managing Director and Secretary, Invesco Holding Company Limited; Director, Senior Vice President, Secretary and General Counsel, Invesco Aim Management Group, Inc. and Invesco Aim Advisors, Inc.; Senior Vice President, Invesco Aim Distributors, Inc.; Director, General Counsel and Vice President, Fund Management Company; Vice President, Invesco Aim Capital Management, Inc. and Invesco Aim Investment Services, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The AIM Family of Funds®; Director and Vice President, INVESCO Distributors, Inc.; and Chief Executive Officer and President, INVESCO Funds Group, Inc.
Sheri Morris — 1964 Vice President, Treasurer and Principal Financial Officer	1999	Vice President, Treasurer and Principal Financial Officer, The AIM Family of Funds®; and Vice President, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management Inc. Formerly: Assistant Vice President and Assistant Treasurer, The AIM Family of Funds® and Assistant Vice President, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.	N/A
Karen Dunn Kelley — 1960 Vice President	2004	Head of Invesco’s World Wide Fixed Income and Cash Management Group; Vice President, Invesco Institutional (N.A.), Inc. (registered investment advisor); Director of Cash Management and Senior Vice President, Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Executive Vice President, Invesco Aim Distributors, Inc.; Senior Vice President, Invesco Aim Management Group, Inc.; and Director, Invesco Mortgage Capital Inc.; Vice President, The AIM Family of Funds® (other than AIM Treasurer’s Series Trust and Short-Term Investments Trust); and President and Principal Executive Officer, The AIM Family of Funds® (AIM Treasurer’s Series Trust and Short-Term Investments Trust only)	N/A
		Formerly: President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer and Managing Director, Invesco Aim Capital Management, Inc.; and Vice President, Invesco Aim Advisors, Inc. and The AIM Family of Funds® (AIM Treasurer’s Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only)
Lance A. Rejsek — 1967 Anti-Money Laundering Compliance Officer	2005	Anti-Money Laundering Compliance Officer, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc., Invesco Aim Distributors, Inc., Invesco Aim Investment Services, Inc., Invesco Aim Private Asset Management, Inc. and The AIM Family of Funds®	N/A
		Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company; and Manager of the Fraud Prevention Department, Invesco Aim Investment Services, Inc.
Todd L. Spillane — 1958 Chief Compliance Officer	2006	Senior Vice President, Invesco Aim Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, The AIM Family of Funds®, Invesco Global Asset Management (N.A.), Inc. (registered investment advisor), Invesco Institutional (N.A.), Inc., (registered investment advisor), INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment advisor) and Invesco Senior Secured Management, Inc. (registered investment advisor); and Vice President, Invesco Aim Distributors, Inc. and Invesco Aim Investment Services, Inc.	N/A
		Formerly: Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company; and Global Head of Product Development, AIG-Global Investment Group, Inc.

The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisors.

Office of the Fund	Investment Advisor	Distributor	Auditors
11 Greenway Plaza	Invesco Aim Advisors, Inc.	Invesco Aim Distributors, Inc.	PricewaterhouseCoopers LLP
Suite 100	11 Greenway Plaza	11 Greenway Plaza	1201 Louisiana Street
Houston, TX 77046-1173	Suite 100	Suite 100	Suite 2900
	Houston, TX 77046-1173	Houston, TX 77046-1173	Houston, TX 77002-5678
Counsel to the Fund	Counsel to the	Transfer Agent	Custodian
Stradley Ronon Stevens & Young, LLP	Independent Trustees	Invesco Aim Investment Services, Inc.	State Street Bank and Trust Company
2600 One Commerce Square	Kramer, Levin, Naftalis & Frankel LLP	P.O. Box 4739	225 Franklin
Philadelphia, PA 19103	1177 Avenue of the Americas	Houston, TX 77210-4739	Boston, MA 02110-2801
	New York, NY 10036-2714

T-2

Important Notice Regarding Delivery of Security Holder Documents

To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Aim Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within thirty days after receiving your request.

Fund holdings and proxy voting information

The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invescoaim.com. Click the Products & Performance tab at the top of the home page; click Mutual Funds; and then click Fund Overview. Select your Fund from the drop-down menu and click on Complete Quarterly Holdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-01424 and 002-25469.

     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or on the Invesco Aim website, invescoaim.com. Click the About Us tab at the top of the home page; click Legal Information; and then click Invesco Aim Proxy Voting Guidelines. The information is also available on the SEC website, sec.gov.

     Information regarding how the Fund voted proxies related to its portfolio securities during the 12 months ended June 30, 2009, is available at our website, invescoaim.com. Click the About Us tab at the top of the home page; click Legal Information; and then click Proxy Voting Search. The information is also available on the SEC website, sec.gov.

If used after January 20, 2010, this report must be accompanied by a Fund fact sheet or Invesco Aim Quarterly Performance Review for the most recent quarter-end. Invesco Aim^SM is a service mark of Invesco Aim Management Group, Inc. Invesco Aim Advisors, Inc.,

Invesco Aim Capital Management, Inc., Invesco Aim Private Asset Management, Inc. and Invesco PowerShares Capital Management LLC are the investment advisers for the products and services represented by Invesco Aim; they each provide investment advisory services to individual and institutional clients and do not sell securities. Please refer to each fund’s prospectus for information on the fund’s subadvisers. Invesco Aim Distributors, Inc. is the U.S. distributor for the retail mutual funds, exchange-traded funds and institutional money market funds and the subdistributor for the STIC Global Funds represented by Invesco Aim. All entities are indirect, wholly owned subsidiaries of Invesco Ltd.

     It is anticipated that on or about the end of the fourth quarter of 2009, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc., Invesco Aim Private Asset Management, Inc. and Invesco Global Asset Management (N.A.), Inc. will be merged into Invesco Institutional (N.A.), Inc., and the consolidated adviser firm will be renamed Invesco Advisers, Inc. Additional information will be posted at invescoaim.com on or about the end of the fourth quarter of 2009.

invescoaim.com LCG-AR-1 Invesco Aim Distributors, Inc.

Annual Report to Shareholders October 31, 2009

AIM Summit Fund

2	Letters to Shareholders
4	Performance Summary
4	Management Discussion
6	Long-Term Fund Performance
8	Supplemental Information
9	Schedule of Investments
13	Financial Statements
15	Notes to Financial Statements
22	Financial Highlights
23	Auditor’s Report
24	Fund Expenses
25	Approval of Investment Advisory and Sub-Advisory Agreements
28	Tax Information
T-1	Trustees and Officers

Letters to Shareholders

  Philip Taylor

Dear Shareholders:

While the year covered by this report was difficult, economic conditions and market trends appeared more favorable at the close of the fiscal year than at its start. The 12 months ended October 31, 2009, included a sharp market sell-off in late 2008 that continued into early 2009 – when an abrupt rebound began.

Increased communication

This volatility prompted a greater-than-usual number of mutual fund shareholders to contact me. Some of you took the time to write a letter while others of you emailed me at phil@invescoaim.com.

     Your questions, comments and suggestions gave me better insight into what was on your minds.

     As a result, Invesco Aim’s investment professionals and I have increased our efforts to stay in touch with and share our views with you. We increased the number of “Investment Perspective” articles on our

website, invescoaim.com. Through these articles, we’ve tried to provide timely market commentary, general investor education information and sector updates. I hope you’ll take a moment to read them and let me know if you find them useful.

     To access your Fund’s latest quarterly commentary, click on “Products and Performance” at the top of our website; next, select “Mutual Funds”; and then click on “Quarterly Commentary.”

Guarded optimism

Despite a steady stream of bad economic news, markets in the U.S. and around the world began a rather robust recovery in March 2009. History has shown that no matter how positive or negative the economic news of the day may be, markets tend to look forward – often anticipating economic improvement or deterioration well before it arrives. In his most recent Monetary Report to the Congress, U.S. Federal Reserve Board Chairman Ben Bernanke testified that he anticipates a gradual economic recovery in 2010 with some acceleration in growth in 2011.¹ I hope his guarded optimism proves to be accurate.

     Until then, many Americans have decided to spend less and save more. One government estimate suggests Americans saved just 1.7% of their disposable personal income in 2007, and just 2.7% in 2008.² That same estimate suggests Americans saved 3.7% and 4.9% of their disposable personal income in the first and second quarters of 2009, respectively.²

     While a sustained reduction in consumer spending could delay or weaken a recovery, many families have decided that spending less and saving more makes sense – and they are to be applauded for doing so. After all, while we can’t control market returns, we can control how much we regularly save and invest.

     Markets rise and fall, and sharp, sudden rebounds can often be followed by unpleasant, abrupt market downturns. While it may be difficult to save and invest more, and to do so over a long time horizon – particularly in periods of economic hardship – it really is a reliable way to build an investment portfolio.

     If you’ve made a similar decision, it’s important that you work with an experienced, trusted financial advisor. A financial advisor can help you prepare for 2010 by updating you on market conditions, helping you reevaluate your risk tolerance and suggesting investments that may be appropriate for you, given your changing needs and goals.

A single focus

I believe Invesco Aim is uniquely positioned to serve our clients. Our parent company, Invesco Ltd., is one of the largest³ and most diversified global asset managers. We provide clients with diversified investment strategies and a range of investment products managed by distinct management teams around the world. We believe we can serve you best by focusing on one thing and doing it well: managing your money.

     Our investment professionals have managed clients’ money in up markets and down markets. All of us here recognize that market conditions change often; what will not change is our commitment to putting our clients first, helping you achieve your financial goals and providing excellent customer service.

     If you have questions about this report or your account, please contact one of our client services representatives at 800 959 4246. If you have comments for me, I encourage you to email me at phil@invescoaim.com.

     Thank you for investing with us.

Sincerely,

Philip Taylor
Senior Managing Director, Invesco Ltd.
CEO, Invesco Aim

1 U.S. Federal Reserve; 2 Bureau of Economic Analysis; 3 Pensions & Investments

2                 AIM Summit Fund

  Bruce Crockett

Dear Fellow Shareholders:

Although the economy and financial markets have shown some signs of hope, investors remain rightfully cautious. Staying with an appropriately diversified investment program focused on your individual long-term goals can be a wise course in such uncertain times. We believe the route to financial success is more like a marathon than a sprint.

     Please be assured that your Board continues to oversee the AIM Funds with a strong sense of responsibility for your money and your trust. As always, we seek to manage costs and enhance performance in ways that put your interests first.

     We are near the end of a busy 2009 proxy season, during which Invesco Aim Advisors, Inc.’s proxy committee votes on your behalf on issues put to a shareholder vote by the companies whose stock the Funds hold. This year, after careful case-by-case analysis by committee members and portfolio

managers, the proxy committee voted with corporate management less often than in previous years, focusing on the issues of board independence, Say-On-Pay initiatives, and stock option re-pricing in light of the market’s decline. The committee remained committed to supporting non-binding Say-on-Pay proposals and abstaining from voting on social issues.

     At its June meeting, your Board reviewed and renewed the investment advisory contracts between the AIM Funds and Invesco Aim Advisors, Inc. You can find the results of this rigorous annual process at invescoaim.com. Click the “About Us” tab at the top of the home page; click “Legal Information”; and then click “Investment Advisory Agreement Renewals.”

     The website also contains news and market information, investment education, planning information, current reports and prospectuses for all the AIM Funds. I highly recommend it to you.

     You are always welcome to contact me at bruce@brucecrockett.com with any questions or concerns you may have. We look forward to representing you and serving you in the coming months.

Sincerely,

Bruce L. Crockett
Independent Chair
AIM Funds Board of Trustees

3                AIM Summit Fund

Management’s Discussion of Fund Performance

Performance summary

For the fiscal year ended October 31, 2009, Class A shares of AIM Summit Fund, at net asset value, had positive returns but underperformed the Fund’s style-specific index, the Russell 1000 Growth Index. Much of the Fund’s underperformance was due to its defensive posture as well as stock selection across sectors.

     The Fund also underperformed the broad market as represented by the S&P 500 Index.

     Your Fund’s long-term performance appears later in this report.

Fund vs. Indexes

Total returns, 10/31/08 to 10/31/09, at net asset value (NAV). Performance shown does not include applicable contingent deferred sales charges (CDSC) or front-end sales charges, which would have reduced performance.

Class A Shares	4.99	%
Class B Shares	4.31
Class C Shares	4.31
Class P Shares	5.22
Class S Shares	5.10
Class Y Shares	5.26
S&P 500 Index▼ (Broad Market Index)	9.80
Russell 1000 Growth Index▼ (Style-Specific Index)	17.51
Lipper Multi-Cap Growth Funds Index▼ (Peer Group Index)	18.66

^▼ Lipper Inc.

How we invest

We believe a growth investment strategy is an essential component of a diversified portfolio.

     Our investment process seeks to identify companies that generate sustainable revenue, earnings and cash flow growth that is not fully reflected in investor expectations or equity valuations.

     We begin with a quantitative model that ranks companies based on a set of growth, quality and valuation factors. This proprietary model provides an objective approach to identifying new investment opportunities.

     Our stock selection process is based on a rigorous three-step process that includes fundamental, valuation and timeliness analysis. Importantly, we search for compelling growth companies in all areas of the market, including many

sectors that are not traditionally identified as growth sectors.

     Our fundamental analysis focuses on identifying industries and companies with strong fundamental drivers of high-quality growth in revenues, earnings and cash flow. Our valuation analysis focuses on identifying attractively valued stocks based on their growth potential over a two- to three-year time horizon. Our timeliness analysis employs moving average analysis and other selected factors to identify the timeliness of a stock transaction.

     We carefully construct the portfolio with a goal to minimize unnecessary risk. We seek to accomplish this goal by diversifying portfolio holdings across countries, sectors, industries and market capitalizations. Additionally, we avoid building concentrated position sizes and

expect to hold numerous stocks in the portfolio. Our target holding period is two to three years for each stock.

     We consider selling a stock when it no longer meets our investment criteria, based on:

n	Deteriorating fundamental business prospects.
n	Declining quantitative rank.
n	Negative changes to the investment thesis.
n	Finding a more attractive opportunity.

Market conditions and your Fund

The fiscal year was truly a tale of two markets. During the first four months of the fiscal year, equity markets experienced steep declines as severe problems in credit markets, a rapidly weakening housing market, rising energy and food prices and a deteriorating outlook for corporate earnings led to a global economic recession. However, equity markets rapidly reversed direction beginning in March 2009 and rallied solidly through most of the remaining months of the fiscal year.

     In this environment, indexes measuring the performance of large-, mid- and small-cap stocks all had positive returns, with mid-cap stocks outperforming large-and small-cap stocks.¹ In terms of investment style, growth stocks outperformed value stocks.¹ The sectors with the highest returns in the broad market as represented by the S&P 500 Index included economically sensitive sectors such as information technology, materials and consumer discretionary.¹ The financials sector was the only sector with negative returns for the fiscal year.¹

     While the Fund underperformed the Russell 1000 Growth Index for the fiscal year, it outperformed during the first four months of the period.¹ During this challenging market environment, the

Portfolio Composition

By sector

Information Technology	29.5	%
Consumer Discretionary	14.5
Health Care	13.9
Industrials	10.9
Consumer Staples	10.0
Financials	6.4
Energy	5.7
Telecommunication Services	2.5
Materials	1.7
Utilities	0.4
Money Market Funds
Plus Other Assets Less Liabilities	4.5

Total Net Assets	$1.6 billion
Total Number of Holdings*		117

Top 10 Equity Holdings^*

1. KDDI Corp.	2.5	%
2. Google Inc.-Class A	2.5
3. MasterCard, Inc.-Class A	2.2
4. Abbot Laboratories	2.0
5. PepsiCo, Inc.	2.0
6. QUALCOMM Inc.	1.8
7. Baxter International Inc.	1.8
8. United Technologies Corp.	1.8
9. International Business Machines Corp.	1.8
10. Apple Inc.	1.7

The Fund’s holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security.

*Excluding money market fund holdings.

4                AIM Summit Fund

Fund benefited from a defensive posture, with significant overweight positions in economically defensive sectors such as consumer staples and health care, and sizable underweight positions in economically sensitive sectors such as consumer discretionary and information technology. Additionally, the Fund benefited from a larger than normal cash position as we used cash as a defensive tool during this volatile period.

     However, the Fund began to underperform the Russell 1000 Growth Index when equity markets hit a bottom in March 2009. Fund underperformance was driven primarily by two factors. First, the majority of the Fund’s underperformance was driven by its defensive posture as economically sensitive stocks outperformed following the March low. Second, the Fund underperformed because it did not own many of the lower quality, highly levered companies that outperformed during this market rebound. Our investment approach specifically avoids companies with these traits because over the long term they tend to perform poorly.

     Over the course of the fiscal year, the Fund underperformed by the widest margin in the information technology sector, due to both stock selection and a significant underweight position. Within the sector, the Fund did not own many of the lower quality companies that performed strongly when the stock market rebounded. Despite underperforming in this sector, several information technology holdings were among the Fund’s leading contributors to performance during the period, including Google, Apple and Microsoft.

     Another area of weakness for the Fund during the fiscal year was the consumer staples sector. Within this sector, underperformance was driven by an overweight position and stock selection. Our overweight position detracted from Fund performance because many of these defensive stocks underperformed as investors rotated into economically sensitive stocks during the stock market rebound. Within this sector, consumer products maker Procter & Gamble and grocery store operator Kroger were two of the leading detractors from Fund performance. We sold our holdings in Kroger before the close of the fiscal year. However, one holding that was among the Fund’s leading contributors to performance was Coca-Cola.

     The Fund also underperformed in several other sectors, largely driven by stock selection. Sectors in which the Fund had the greatest underperformance

included health care, financials and consumer discretionary. An underweight position in the consumer discretionary sector also detracted from performance, as many stocks in this sector performed strongly when the market rallied. The Fund’s larger than normal cash position was also a detractor from performance when equity markets improved.

     We began to reposition the portfolio in May 2009, by moving into economically sensitive holdings that we believed would perform well in a more stable economic environment. This repositioning included a significant reduction in the defensive health care and consumer staples sectors, as well as a reduction in the Fund’s cash position. We rotated into economically sensitive sectors including information technology, consumer discretionary and energy.

     As we’ve discussed, the stock market experienced significant volatility during the last 12 months. We would like to caution investors against making investment decisions based on short-term performance. As always, we recommend that you consult a financial advisor to discuss your individual financial program.

     We thank you for your commitment to AIM Summit Fund.

1 Lipper lnc.

The views and opinions expressed in management’s discussion of Fund performance are those of Invesco Aim Advisors, Inc. These views and opinions are subject to change at any time based on factors such as market and economic conditions. These views and opinions may not be relied upon as investment advice or recommendations, or as an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but Invesco Aim Advisors, Inc. makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

See important Fund and index disclosures later in this report.

Robert Lloyd

Chartered Financial Analyst, senior portfolio manager, is lead manager of AIM Summit Fund. He joined Invesco Aim in

2000. Mr. Lloyd earned a B.B.A. from the University of Notre Dame and an M.B.A. from the University of Chicago.

Ryan Amerman

Chartered Financial Analyst, portfolio manager, is manager of AIM Summit Fund. He joined Invesco Aim

in 1996. Mr. Amerman earned a B.B.A. from Stephen F. Austin State University and an M.B.A. with an emphasis in finance from the University of St. Thomas.

Assisted by the Large/Multi-Cap Growth Team

5                 AIM Summit Fund

Your Fund’s Long-Term Performance

Results of a $10,000 Investment – Oldest Share Class without Sales Charges since Inception

Index data from 10/31/82, Fund data from 11/1/82

Results of a $10,000 Investment – Oldest Share Classes with Sales Charges since Inception

Fund and index data from 10/31/05

Past performance cannot guarantee comparable future results.

     The performance data shown in the first chart above is that of the Fund’s Class P shares. The data shown in this chart includes reinvested distributions and Fund expenses including management fees. Index results include reinvested dividends. The performance data shown in the second chart is that of the Fund’s Class A, B and C shares. The data shown in this chart includes reinvested distributions, applicable sales charges and Fund expenses including management fees. Index results include reinvested dividends, but they do not reflect sales charges.

     Performance of an index of funds reflects fund expenses and management fees; performance of a market index does not. Performance shown in the charts and table does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares. The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.

     Invesco Aim’s policy is to plot funds with more than five years of history on a logarithmic chart, and to plot funds with less than five years of history on a linear chart. The first chart is a logarithmic chart, which presents the fluctuation in

the value of the Fund’s Class P shares and the Fund’s indexes. We believe a logarithmic chart is more effective than other types of charts in illustrating changes in value during the early years shown in the chart. The vertical axis, the one that indicates the dollar value of an investment, is constructed with each segment representing a doubling, or 100% change, in the value of the investment. The second chart above is a linear chart.

6                 AIM Summit Fund

Average Annual Total Returns
As of 10/31/09, including maximum applicable
sales charges

Class A Shares
Inception (10/31/05)	-3.23	%
1 Year	-0.77
Class B Shares
Inception (10/31/05)	-3.23	%
1 Year	-0.55
Class C Shares
Inception (10/31/05)	-2.58	%
1 Year	3.34
Class P Shares
Inception (11/1/82)	8.24	%
10 Years	-2.79
5 Years	1.41
1 Year	5.22
Class S Shares
Inception	-1.83	%
1 Year	5.10
Class Y Shares
Inception	-1.79	%
1 Year	5.26

Class S shares’ inception date is September 25, 2009. Class S shares have no sales charge; therefore, performance is at NAV. Returns since the Class S shares’ inception date are actual returns. All other returns are blended returns of actual Class S share performance and restated Class A share performance (for periods prior to the inception date of Class S shares) at NAV and reflect Rule 12b-1 fees as well as any fee waivers or expense reimbursements applicable to Class A shares. Class A shares’ inception date is October 31, 2005.

     Class Y shares’ inception date is October 3, 2008; returns since that date are actual returns. All other returns are blended returns of actual Class Y share performance and restated Class A share performance (for periods prior to the inception date of Class Y

Average Annual Total Returns
As of 9/30/09, the most recent calendar quarter-end, including maximum applicable sales charges

Class A Shares
Inception (10/31/05)	-2.83	%
1 Year	-15.98
Class B Shares
Inception (10/31/05)	-2.85	%
1 Year	-15.86
Class C Shares
Inception (10/31/05)	-2.18	%
1 Year	-12.58
Class P Shares
Inception (11/1/82)	8.34	%
10 Years	-2.03
5 Years	2.04
1 Year	-10.91
Class S Shares
Inception	-1.42	%
1 Year	-11.07
Class Y Shares
Inception	-1.39	%
1 Year	-10.94

shares) at net asset value. The restated Class A share performance reflects the Rule 12b-1 fees applicable to Class A shares as well as any fee waivers or expense reimbursements received by Class A shares. Class A shares’ inception date is October 31, 2005.

     The performance data quoted represent past performance and cannot guarantee comparable future results; current performance may be lower or higher. Please visit invescoaim.com for the most recent month-end performance. Performance figures reflect reinvested distributions, changes in net asset value and the effect of the maximum sales charge unless otherwise stated. Investment return and principal value will fluctuate so that you may have a gain or loss when you sell shares.

     The net annual Fund operating

expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class P, Class S and Class Y shares was 1.07%, 1.82%, 1.82%, 0.92%, 0.98% and 0.82%, respectively.¹ The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this report for Class A, Class B, Class C, Class P, Class S and Class Y shares was 1.08%, 1.83%, 1.83%, 0.93%, 0.98% and 0.83%, respectively. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report.

     Class A share performance reflects the maximum 5.50% sales charge, and Class B and Class C share performance reflects the applicable contingent deferred sales charge (CDSC) for the period involved. The CDSC on Class B shares declines from 5% beginning at the time of purchase to 0% at the beginning of the seventh year. The CDSC on Class C shares is 1% for the first year after purchase. Class P, Class S and Class Y shares do not have a front-end sales charge or contingent deferred sales charge (CDSC); therefore, returns shown are at net asset value.

     The performance numbers shown do not reflect the creation and sales charges and other fees assessed by the AIM Summit Investors Plans, which were dissolved effective December 8, 2006.

     The performance of the Fund’s share classes will differ primarily due to different sales charge structures and class expenses.

1 Total annual operating expenses less any contractual fee waivers and/or expense reimbursements by the advisor in effect through at least June 30, 2010. See current prospectus for more information.

Invesco Aim Privacy Policy

You share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private.

     Invesco Aim collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you or our former customers to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms.

     Even within Invesco Aim, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, Invesco Aim maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our web site — invescoaim.com. More detail is available to you at that site.

7                 AIM Summit Fund

AIM Summit Fund’s investment objective is growth of capital.

n	Unless otherwise stated, information presented in this report is as of October 31, 2009, and is based on total net assets.
n	Unless otherwise noted, all data provided by Invesco Aim.

About share classes

n	Effective September 30, 2003, for qualified plans only, those previously established are eligible to purchase Class B shares of any AIM fund. Please see the prospectus for more information.
n	Class P shares are closed to most investors. For more information on who may continue to invest in Class P shares, please see the Fund’s prospectus.
n	Class S shares are closed to most investors. See the prospectus for more information.
n	Class Y shares are available to only certain investors. Please see the prospectus for more information.

Principal risks of investing in the Fund

n	Investing in developing countries can add additional risk, such as high rates of inflation or sharply devalued currencies against the U.S. dollar. Transaction costs are often higher, and there may be delays in settlement procedures.
n	Prices of equity securities change in response to many factors, including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity.
n	Foreign securities have additional risks, including exchange rate changes, political and economic upheaval, relative lack of information, relatively low market liquidity, and the potential lack of strict financial and accounting controls and standards.
n	The Fund invests in “growth” stocks, which may be more volatile than other investment styles because growth stocks are more sensitive to investor perceptions of an issuing company’s growth potential.

n	Since a large percentage of the Fund’s assets may be invested in securities of a limited number of companies, each investment has a greater effect on the Fund’s overall performance, and any change in the value of those securities could significantly affect the value of your investment in the Fund.
n	There is no guarantee that the investment techniques and risk analysis used by the Fund’s portfolio managers will produce the desired results.
n	The prices of securities held by the Fund may decline in response to market risks.

About indexes used in this report

n	The S&P 500® Index is a market capitalization-weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity and their industry.
n	The Russell 1000® Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Russell 1000 Growth Index is a trademark/service mark of the Frank Russell Company. Russell® is a trademark of the Frank Russell Company.
n	The Lipper Multi-Cap Growth Funds Index is an equally weighted representation of the largest funds in the Lipper Multi-Cap Growth Funds category. These funds typically have an above-average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P Composite 1500 Index.
n	The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes.

n A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of an index of funds reflects fund expenses; performance of a market index does not.

Other information

n	The Chartered Financial Analysts® (CFA®) designation is globally recognized and attests to a charterholder’s success in a rigorous and comprehensive study program in the field of investment management and research analysis.
n	The returns shown in management’s discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights.
n	Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.

This report must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

Fund Nasdaq Symbols

Class A Shares	ASMMX
Class B Shares	BSMMX
Class C Shares	CSMMX
Class P Shares	SMMIX
Class S Shares	SMMSX
Class Y Shares	ASMYX

8                AIM Summit Fund

Schedule of Investments^(a)

October 31, 2009

	Shares		Value
Common Stocks & Other Equity Interests–95.47%
Aerospace & Defense–4.83%
General Dynamics Corp.		61,056	$	3,828,211
Goodrich Corp.		133,597		7,260,997
Honeywell International Inc.		226,226		8,119,251
Lockheed Martin Corp.		111,020		7,637,066
Raytheon Co.		266,805		12,080,931
Rockwell Collins, Inc.		206,701		10,413,596
United Technologies Corp.		466,760		28,682,402
				78,022,454
Air Freight & Logistics–0.45%
Expeditors International of Washington, Inc.		226,823		7,308,237
Apparel Retail–1.49%
American Eagle Outfitters, Inc.		185,273		3,240,425
Gap, Inc. (The)		973,760		20,780,038
				24,020,463
Application Software–0.67%
Adobe Systems Inc.(b)		328,464		10,819,604
Asset Management & Custody Banks–0.78%
T. Rowe Price Group Inc.		257,482		12,547,098
Auto Parts & Equipment–0.45%
Johnson Controls, Inc.		301,156		7,203,652
Automobile Manufacturers–0.78%
Honda Motor Co., Ltd. (Japan)		408,500		12,644,619
Automotive Retail–0.65%
AutoZone, Inc.(b)		77,115		10,434,431
Biotechnology–2.15%
Amgen Inc.(b)		226,832		12,187,683
Gilead Sciences, Inc.(b)		530,827		22,586,689
				34,774,372
Communications Equipment–4.49%
Cisco Systems, Inc.(b)		782,110		17,871,214
QUALCOMM Inc.		711,489		29,462,759
Research In Motion Ltd. (Canada)(b)		428,545		25,168,448
				72,502,421
Computer & Electronics Retail–0.31%
Best Buy Co., Inc.		131,407		5,017,119
Computer Hardware–4.30%
Apple Inc.(b)		147,588		27,820,338
Hewlett-Packard Co.		278,406		13,213,149
International Business Machines Corp.		236,457		28,519,079
				69,552,566
Computer Storage & Peripherals–0.58%
EMC Corp.(b)		323,548		5,328,835
QLogic Corp.(b)		228,379		4,005,768
				9,334,603
Construction & Engineering–0.45%
Fluor Corp.		162,054		7,198,439
Construction, Farm Machinery & Heavy Trucks–0.31%
Komatsu Ltd. (Japan)		255,900		4,974,409
Consumer Finance–0.37%
American Express Co.		172,103		5,996,069
Data Processing & Outsourced Services–3.19%
Alliance Data Systems Corp.(b)(c)		134,585		7,399,483
MasterCard, Inc.–Class A		162,585		35,609,367
Visa Inc.–Class A		112,474		8,521,030
				51,529,880
Department Stores–2.41%
J.C. Penney Co., Inc.		470,872		15,599,990
Kohl’s Corp.(b)		407,992		23,345,302
				38,945,292
Diversified Metals & Mining–1.30%
BHP Billiton Ltd. (Australia)		211,543		6,944,430
Freeport-McMoRan Copper & Gold Inc.		191,575		14,053,942
				20,998,372
Drug Retail–0.52%
CVS Caremark Corp.		238,957		8,435,182
Education Services–1.11%
Apollo Group, Inc.–Class A(b)		313,197		17,883,549
Electrical Components & Equipment–1.03%
Cooper Industries PLC–Class A (Ireland)		432,099		16,717,910
Electronic Components–1.22%
Amphenol Corp.–Class A		228,043		9,149,085
Corning Inc.		718,671		10,499,783
				19,648,868

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

9        AIM Summit Fund

	Shares		Value
Environmental & Facilities Services–1.04%
Waste Management, Inc.		560,337	$	16,742,870
Fertilizers & Agricultural Chemicals–0.37%
Monsanto Co.		90,006		6,046,603
Footwear–0.56%
NIKE, Inc.–Class B		145,879		9,070,756
Gas Utilities–0.38%
EQT Corp.		146,484		6,131,820
General Merchandise Stores–0.93%
Dollar Tree, Inc.(b)		334,003		15,073,555
Health Care Distributors–0.76%
McKesson Corp.		208,029		12,217,543
Health Care Equipment–3.45%
Baxter International Inc.		539,125		29,145,097
Becton, Dickinson and Co.		118,003		8,066,685
Medtronic, Inc.		337,488		12,048,322
Varian Medical Systems, Inc.(b)		157,964		6,473,365
				55,733,469
Health Care Services–2.43%
Express Scripts, Inc.(b)		259,706		20,755,703
Laboratory Corp. of America Holdings(b)		180,595		12,441,190
Medco Health Solutions, Inc.(b)		107,251		6,018,926
				39,215,819
Home Improvement Retail–1.99%
Home Depot, Inc. (The)		602,378		15,113,664
Lowe’s Cos., Inc.		875,050		17,124,729
				32,238,393
Homefurnishing Retail–0.73%
Bed Bath & Beyond Inc.(b)		336,553		11,850,031
Hotels, Resorts & Cruise Lines–0.66%
Royal Caribbean Cruises Ltd.(b)(c)		529,394		10,709,641
Household Products–2.58%
Clorox Co. (The)		124,838		7,394,155
Colgate-Palmolive Co.		162,338		12,764,637
Procter & Gamble Co. (The)		371,901		21,570,258
				41,729,050
Human Resource & Employment Services–0.28%
Robert Half International, Inc.		198,165		4,597,428
Hypermarkets & Super Centers–1.90%
Costco Wholesale Corp.		324,506		18,448,166
Wal-Mart Stores, Inc.		247,827		12,312,045
				30,760,211
Industrial Machinery–1.38%
Illinois Tool Works Inc.		129,451		5,944,390
Ingersoll-Rand PLC (Ireland)		416,554		13,158,941
Valmont Industries, Inc.		43,915		3,173,737
				22,277,068
Integrated Oil & Gas–1.75%
Exxon Mobil Corp.		188,519		13,511,157
Occidental Petroleum Corp.		194,164		14,733,164
				28,244,321
Internet Retail–1.60%
Amazon.com, Inc.(b)		135,416		16,088,775
Priceline.com Inc.(b)		61,868		9,762,152
				25,850,927
Internet Software & Services–2.45%
Google Inc.–Class A(b)		74,012		39,679,313
Investment Banking & Brokerage–1.34%
Charles Schwab Corp. (The)		640,589		11,107,813
Goldman Sachs Group, Inc. (The)		61,988		10,548,498
				21,656,311
IT Consulting & Other Services–1.70%
Amdocs Ltd.(b)		197,007		4,964,576
Cognizant Technology Solutions Corp.–Class A(b)		424,523		16,407,814
SAIC, Inc.(b)		346,014		6,127,908
				27,500,298
Life Sciences Tools & Services–0.50%
Thermo Fisher Scientific, Inc.(b)		180,750		8,133,750
Managed Health Care–0.74%
UnitedHealth Group Inc.		458,015		11,885,489
Oil & Gas Drilling–0.42%
Transocean Ltd.(b)		81,056		6,801,409
Oil & Gas Equipment & Services–1.70%
Baker Hughes Inc.		149,379		6,284,375
Cameron International Corp.(b)		264,162		9,766,069
Schlumberger Ltd.		103,212		6,419,786
Weatherford International Ltd.(b)		284,475		4,986,847
				27,457,077

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

10        AIM Summit Fund

	Shares		Value
Oil & Gas Exploration & Production–1.82%
Apache Corp.		93,812	$	8,829,585
Devon Energy Corp.		221,205		14,314,176
XTO Energy, Inc.		150,476		6,253,783
				29,397,544
Other Diversified Financial Services–0.93%
JPMorgan Chase & Co.		361,026		15,080,056
Packaged Foods & Meats–2.18%
General Mills, Inc.		194,426		12,816,562
Kellogg Co.		435,630		22,452,370
				35,268,932
Pharmaceuticals–3.91%
Abbott Laboratories		654,095		33,077,584
Johnson & Johnson		419,273		24,758,071
Shire PLC (United Kingdom)		308,158		5,449,867
				63,285,522
Property & Casualty Insurance–1.68%
ACE Ltd. (Switzerland)(b)		219,010		11,248,353
Chubb Corp. (The)		328,117		15,920,237
				27,168,590
Publishing–0.02%
Morningstar, Inc.(b)		7,622		388,874
Railroads–0.82%
Norfolk Southern Corp.		129,568		6,040,460
Union Pacific Corp.		131,578		7,255,211
				13,295,671
Restaurants–0.78%
McDonald’s Corp.		216,281		12,676,229
Semiconductor Equipment–1.58%
Applied Materials, Inc.		412,988		5,038,454
ASML Holding N.V. (Netherlands)		423,846		11,408,784
Lam Research Corp.(b)		270,169		9,110,099
				25,557,337
Semiconductors–5.00%
Altera Corp.		674,057		13,339,588
Intel Corp.		1,042,822		19,928,328
Maxim Integrated Products, Inc.		646,092		10,770,354
Taiwan Semiconductor Manufacturing Co. Ltd.–ADR (Taiwan)		1,710,608		16,319,200
Texas Instruments Inc.		353,764		8,295,766
Xilinx, Inc.		557,592		12,127,626
				80,780,862
Soft Drinks–2.79%
Coca-Cola Co. (The)		233,649		12,455,828
PepsiCo, Inc.		539,165		32,646,441
				45,102,269
Specialized Finance–1.35%
CME Group Inc.		36,437		11,026,201
IntercontinentalExchange Inc.(b)		108,137		10,834,246
				21,860,447
Systems Software–4.30%
Check Point Software Technologies Ltd. (Israel)(b)		847,422		26,329,401
McAfee Inc.(b)		371,945		15,577,057
Microsoft Corp.		995,236		27,597,894
				69,504,352
Trading Companies & Distributors–0.37%
W.W. Grainger, Inc.		64,510		6,046,522
Wireless Telecommunication Services–2.46%
KDDI Corp. (Japan)		7,483		39,774,898
Total Common Stocks & Other Equity Interests (Cost $1,387,264,056)				1,543,300,866
Money Market Funds–4.82%
Liquid Assets Portfolio–Institutional Class(d)		38,963,968		38,963,968
Premier Portfolio–Institutional Class(d)		38,963,968		38,963,968
Total Money Market Funds (Cost $77,927,936)				77,927,936
TOTAL INVESTMENTS (excluding investments purchased with cash collateral from securities on loan)–100.29% (Cost $1,465,191,992)				1,621,228,802
Investments Purchased with Cash Collateral from Securities on Loan
Money Market Funds–0.65%
Liquid Assets Portfolio–Institutional Class (Cost $10,563,000)(d)(e)		10,563,000		10,563,000
TOTAL INVESTMENTS–100.94% (Cost $1,475,754,992)				1,631,791,802
OTHER ASSETS LESS LIABILITIES–(0.94)%				(15,168,391	)
NET ASSETS–100.00%			$	1,616,623,411

Investment Abbreviations:

ADR – American Depositary Receipt

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

11        AIM Summit Fund

Notes to Schedule of Investments:

(a)	Industry and/or sector classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of MSCI Inc. and Standard & Poor’s.
(b)	Non-income producing security.
(c)	All or a portion of this security was out on loan at October 31, 2009.
(d)	The money market fund and the Fund are affiliated by having the same investment advisor.
(e)	The security has been segregated to satisfy the commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 1I.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

12        AIM Summit Fund

Statement of Assets and Liabilities

October 31, 2009

Assets:
Investments, at value (Cost $1,387,264,056)*	$	1,543,300,866
Investments in affiliated money market funds, at value and cost		88,490,936
Total investments, at value (Cost $1,475,754,992)		1,631,791,802
Cash		551,407
Receivables for:
Investments sold		449,819
Fund shares sold		120,599
Dividends		1,831,218
Investment for trustee deferred compensation and retirement plans		72,514
Other assets		55,478
Total assets		1,634,872,837
Liabilities:
Payables for:
Investments purchased		6,027,352
Fund shares reacquired		654,618
Collateral upon return of securities loaned		10,563,000
Accrued fees to affiliates		595,975
Accrued other operating expenses		116,850
Trustee deferred compensation and retirement plans		291,631
Total liabilities		18,249,426
Net assets applicable to shares outstanding	$	1,616,623,411
Net assets consist of:
Shares of beneficial interest	$	1,930,727,760
Undistributed net investment income		11,708,002
Undistributed net realized gain (loss)		(481,775,278	)
Unrealized appreciation		155,962,927
	$	1,616,623,411
Net Assets:
Class A	$	24,854,842
Class B	$	1,975,162
Class C	$	3,145,426
Class P	$	1,572,776,201
Class S	$	312,135
Class Y	$	2,201,248
Institutional Class	$	11,358,397
Shares outstanding, $0.001 par value per share, unlimited number of shares authorized:
Class A		2,601,418
Class B		210,866
Class C		336,095
Class P		163,845,072
Class S		32,643
Class Y		230,197
Institutional Class		1,185,380
Class A:
Net asset value per share	$	9.55
Maximum offering price per share
(Net asset value of $9.55 divided by 94.50%)	$	10.11
Class B:
Net asset value and offering price per share	$	9.37
Class C:
Net asset value and offering price per share	$	9.36
Class P:
Net asset value and offering price per share	$	9.60
Class S:
Net asset value and offering price per share	$	9.56
Class Y:
Net asset value and offering price per share	$	9.56
Institutional Class:
Net asset value and offering price per share	$	9.58

*  At October 31, 2009, securities with an aggregate value of $9,917,162 were on loan to brokers.

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

13        AIM Summit Fund

Statement of Operations

For the year ended October 31, 2009

Investment income:
Dividends (net of foreign withholding taxes of $179,052)	$	26,072,478
Dividends from affiliated money market funds (includes securities lending income of $26,242)		1,476,881
Total investment income		27,549,359
Expenses:
Advisory fees		9,663,594
Administrative services fees		397,596
Distribution fees:
Class A		62,847
Class B		27,621
Class C		37,362
Class P		1,469,027
Class S		7
Transfer agent fees — A, B, C, P, S and Y		3,077,603
Transfer agent fees — Institutional		559
Trustees’ and officers’ fees and benefits		63,183
Other		191,098
Total expenses		14,990,497
Less: Fees waived, expenses reimbursed and expense offset arrangement(s)		(261,831	)
Net expenses		14,728,666
Net investment income		12,820,693
Realized and unrealized gain (loss) from:
Net realized gain (loss) from:
Investment securities (includes net gains (losses) from securities sold to affiliates of $(13,961))		(481,310,953	)
Foreign currencies		(781,277	)
		(482,092,230	)
Change in net unrealized appreciation (depreciation) of:
Investment securities		548,455,144
Foreign currencies		(154,951	)
		548,300,193
Net realized and unrealized gain		66,207,963
Net increase in net assets resulting from operations	$	79,028,656

See accompanying Notes to Financial Statements which are an integral part of the financial statements.

14        AIM Summit Fund

Statement of Changes in Net Assets

For the years ended October 31, 2009 and 2008

	2009			2008
Operations:
Net investment income	$	12,820,693		$	11,230,385
Net realized gain (loss)		(482,092,230	)		103,761,257
Change in net unrealized appreciation (depreciation)		548,300,193			(992,703,765	)
Net increase (decrease) in net assets resulting from operations		79,028,656			(877,712,123	)
Distributions to shareholders from net investment income:
Class A		(140,189	)		(54,298	)
Class B		—			(1,045	)
Class C		—			(481	)
Class P		(10,115,843	)		(12,056,742	)
Class Y		(1,485	)		—
Institutional Class		(71,660	)		—
Total distributions from net investment income		(10,329,177	)		(12,112,566	)
Distributions to shareholders from net realized gains:
Class A		(1,599,398	)		(172,545	)
Class B		(202,968	)		(41,100	)
Class C		(265,043	)		(18,906	)
Class P		(93,921,780	)		(32,666,131	)
Class Y		(13,662	)		—
Institutional Class		(654,161	)		—
Total distributions from net realized gains		(96,657,012	)		(32,898,682	)
Share transactions-net:
Class A		(197,795	)		25,195,681
Class B		(1,150,474	)		2,290,492
Class C		(1,102,362	)		5,253,657
Class P		45,749,746			(131,838,250	)
Class S		319,740			—
Class Y		1,817,206			250,118
Institutional Class		725,822			10,010,000
Net increase (decrease) in net assets resulting from share transactions		46,161,883			(88,838,302	)
Net increase (decrease) in net assets		18,204,350			(1,011,561,673	)
Net assets:
Beginning of year		1,598,419,061			2,609,980,734
End of year (includes undistributed net investment income of $11,708,002 and $10,019,253, respectively)	$	1,616,623,411		$	1,598,419,061

Notes to Financial Statements

October 31, 2009

NOTE 1—Significant Accounting Policies

AIM Summit Fund (the “Fund”) is a series portfolio of AIM Equity Funds (the “Trust”). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company consisting of eight separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The assets, liabilities and operations of each portfolio are accounted for separately.

15        AIM Summit Fund

Information presented in these financial statements pertains only to the Fund. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class.

  The Fund’s investment objective is growth of capital.

  The Fund currently consists of seven different classes of shares: Class A, Class B, Class C, Class P, Class S, Class Y and Institutional Class. Class P shares are not sold to members of the general public. Only shareholders who had accounts in the AIM Summit Investors Plans I and AIM Summit Investors Plans II, at the close of business on December 8, 2006, may continue to purchase Class P shares. Class A shares are sold with a front-end sales charge, unless certain waiver criteria are met, and under certain circumstances, load waiver shares may be subject to contingent deferred sales charges (“CDSC”). Class B shares and Class C shares are sold with a CDSC. Class P, Class S, Class Y and Institutional Class shares are sold at net asset value. Generally, Class B shares will automatically convert to Class A shares on or about month-end which is at least eight years after the date of purchase.

  The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A.	Security Valuations — Securities, including restricted securities, are valued according to the following policy.
	A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Securities traded in the over-the-counter market are valued based on prices furnished by independent pricing services or market makers. When such securities are valued by an independent pricing service they may be considered fair valued. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally are valued 15 minutes after the close of the customary trading session of the New York Stock Exchange (“NYSE”).
	Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.
	Debt obligations (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations, including commercial paper, having 60 days or less to maturity are recorded at amortized cost which approximates value. Debt securities are subject to interest rate and credit risks. In addition, all debt securities involve some risk of default with respect to interest and/or principal payments.
	Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Fund may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.
	Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources. The last bid price may be used to value equity securities and Corporate Loans. The mean between the last bid and asked prices may be used to value debt obligations other than Corporate Loans.
	Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.
	Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.
B.	Securities Transactions and Investment Income — Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date.
	The Fund may periodically participate in litigation related to Fund investments. As such, the Fund may receive proceeds from litigation settlements. Any proceeds received are included in the Statement of Operations as realized gain/loss for investments no longer held and as unrealized gain/loss for investments still held.
	Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses)

16        AIM Summit Fund

	on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund’s net asset value and, accordingly, they reduce the Fund’s total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the advisor.
	The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class.
C.	Country Determination — For the purposes of making investment selection decisions and presentation in the Schedule of Investments, the investment advisor may determine the country in which an issuer is located and/or credit risk exposure based on various factors. These factors include the laws of the country under which the issuer is organized, where the issuer maintains a principal office, the country in which the issuer derives 50% or more of its total revenues and the country that has the primary market for the issuer’s securities, as well as other criteria. Among the other criteria that may be evaluated for making this determination are the country in which the issuer maintains 50% or more of its assets, the type of security, financial guarantees and enhancements, the nature of the collateral and the sponsor organization. Country of issuer and/or credit risk exposure has been determined to be the United States of America, unless otherwise noted.
D.	Distributions — Distributions from income and net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to treat a portion of the proceeds from redemptions as distributions for federal income tax purposes.
E.	Federal Income Taxes — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to distribute substantially all of the Fund’s taxable earnings to shareholders. As such, the Fund will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) that is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
	The Fund files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally the Fund is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.
F.	Expenses — Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to the Institutional Class are charged to such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets.
G.	Accounting Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates by a significant amount. In addition, the Fund monitors for material events or transactions that may occur or become known after the period-end date and before the date the financial statements are released to print, which is generally 45 days from the period-end date.
H.	Indemnifications — Under the Trust’s organizational documents, each Trustee, officer, employee or other agent of the Trust is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts, including the Fund’s servicing agreements, that contain a variety of indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss as a result of such indemnification claims is considered remote.
I.	Securities Lending — The Fund may lend portfolio securities having a market value up to one-third of the Fund’s total assets. Such loans are secured by collateral equal to no less than the market value of the loaned securities determined daily by the securities lending provider. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its sponsored agencies. Cash collateral received in connection with these loans is invested in short-term money market instruments or affiliated money market funds and is shown as such on the Schedule of Investments. It is the Fund’s policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. Upon the failure of the borrower to return the securities, collateral may be liquidated and the securities may be purchased on the open market to replace the loaned securities. The Fund could experience delays and costs in gaining access to the collateral. The Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to any loss on the collateral invested. Dividends received on cash collateral investments for securities lending transactions, which are net of compensation to counterparties, is included in Dividends from affiliates on the Statement of Operations. The aggregate value of securities out on loan is shown as a footnote on the Statement of Assets and Liabilities, if any.
J.	Foreign Currency Translations — Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (i) sales of foreign currencies, (ii) currency gains or losses realized between the trade and settlement dates on securities transactions, and (iii) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.

17        AIM Summit Fund

The Fund may invest in foreign securities which may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable.

K.

Foreign Currency Contracts — The Fund may enter into foreign currency contracts to manage or minimize currency or exchange rate risk. The Fund may also enter into foreign currency contracts for the purchase or sale of a security denominated in a foreign currency in order to “lock in” the U.S. dollar price of that security. A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The use of foreign currency contracts does not eliminate fluctuations in the price of the underlying securities the Fund owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the contract date and reporting date exchange rates and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded. Realized and unrealized gains (losses) on the contracts are included in the Statement of Operations. The primary risks associated with foreign currency contracts include failure of the counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks may be in excess of the amounts reflected in the Statement of Assets and Liabilities.

NOTE 2—Advisory Fees and Other Fees Paid to Affiliates

The Trust has entered into a master investment advisory agreement with Invesco Aim Advisors, Inc. (the “Advisor” or “Invesco Aim”). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to the Advisor based on the annual rate of the Fund’s average daily net assets as follows:

Average Net Assets	Rate
First $10 million		1	.00%
Next $140 million		0	.75%
Over $150 million		0	.625%

  Under the terms of a master sub-advisory agreement approved by shareholders of the Fund between the Advisor and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the “Affiliated Sub-Advisors”) the Advisor, not the Fund, may pay 40% of the fees paid to the Advisor to any such Affiliated Sub-Advisor(s) that provide discretionary investment management services to the Fund based on the percentage of assets allocated to such Sub-Advisor(s).

  The Advisor has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual operating expenses (excluding certain items discussed below) of Class A, Class B, Class C, Class P, Class S, Class Y and Institutional Class shares to 2.00%, 2.75%, 2.75%, 1.85%, 1.90%, 1.75% and 1.75% of average daily net assets, respectively, through at least February 28, 2011. In determining the advisor’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the net annual operating expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items or non-routine items; (v) expenses related to a merger or reorganization, as approved by the Fund’s Board of Trustees; (vi) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Currently, in addition to the expense reimbursement arrangement with Invesco Ltd. (“Invesco”) described more fully below, the expense offset arrangements from which the Fund may benefit are in the form of credits that the Fund receives from banks where the Fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the Fund. The Advisor did not waive fees or reimburse expenses during the period under this expense limitation.

  The Advisor has contractually agreed, through at least June 30, 2010, to waive the advisory fee payable by the Fund in an amount equal to 100% of the net advisory fees the Advisor receives from the affiliated money market funds on investments by the Fund of uninvested cash in such affiliated money market funds.

  For the year ended October 31, 2009, the Advisor waived advisory fees of $214,814.

  At the request of the Trustees of the Trust, Invesco agreed to reimburse expenses incurred by the Fund in connection with market timing matters in the AIM Funds, which may include legal, audit, shareholder reporting, communications and trustee expenses. These expenses along with the related expense reimbursement are included in the Statement of Operations. For the year ended October 31, 2009, Invesco reimbursed expenses of the Fund in the amount of $3,478.

  The Trust has entered into a master administrative services agreement with Invesco Aim pursuant to which the Fund has agreed to pay Invesco Aim for certain administrative costs incurred in providing accounting services to the Fund. For the year ended October 31, 2009, expenses incurred under the agreement are shown in the Statement of Operations as administrative services fees.

  The Trust has entered into a transfer agency and service agreement with Invesco Aim Investment Services, Inc. (“IAIS”) pursuant to which the Fund has agreed to pay IAIS a fee for providing transfer agency and shareholder services to the Fund and reimburse IAIS for certain expenses incurred by IAIS in the course of providing such services. IAIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. All fees payable by IAIS to intermediaries that provide omnibus account services or sub-accounting are charged back to the Fund, subject to certain limitations approved by the Trust’s Board of Trustees. For the year ended October 31, 2009, expenses incurred under the agreement are shown in the Statement of Operations as transfer agent fees.

  The Fund has entered into master distribution agreements with Invesco Aim Distributors, Inc. (“IADI”) to serve as the distributor for the Class A, Class B, Class C, Class P, Class S, Class Y and Institutional Class shares. The Fund has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund’s Class A, Class B, Class C, Class P and Class S shares (collectively the “Plans”). The Fund, pursuant to the Plans, pays IADI compensation at the annual rate of 0.25% of the Fund’s average daily net assets of Class A shares and 1.00% of the average daily net assets of Class B and Class C shares, 0.10% of Class P shares and 0.15% of Class S shares. Of the Plan payments, up to 0.25% of the average daily net assets of each class of shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. Rules of the Financial Industry Regulatory Authority (“FINRA”) impose a cap on the total sales charges, including asset-

18        AIM Summit Fund

based sales charges that may be paid by any class of shares of the Fund. For the year ended October 31, 2009, expenses incurred under the Plans are shown in the Statement of Operations as distribution fees.

  Front-end sales commissions and CDSC (collectively the “sales charges”) are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. During the year ended October 31, 2009, IADI advised the Fund that IADI retained $12,374 in front-end sales commissions from the sale of Class A shares and $0, $1,939 and $668 from Class A, Class B and Class C shares, respectively, for CDSC imposed on redemptions by shareholders.

  Certain officers and trustees of the Trust are officers and directors of Invesco Aim, IAIS and/or IADI.

NOTE 3—Additional Valuation Information

Generally Accepted Accounting Principles (“GAAP”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under current market conditions. GAAP establishes a hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily available unadjusted quoted prices in an active market for identical assets (Level 1) and the lowest priority to significant unobservable inputs (Level 3) generally when market prices are not readily available or are unreliable. Based on the valuation inputs, the securities or other investments are tiered into one of three levels. Changes in valuation methods may result in transfers in or out of an investment’s assigned level:

Level 1 —	Prices are determined using quoted prices in an active market for identical assets.
Level 2 —	Prices are determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.
Level 3 —	Prices are determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors market participants would use in determining fair value of the securities or instruments and would be based on the best available information.

  The following is a summary of the tiered valuation input levels, as of October 31, 2009. The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon actual sale of those investments.

	Level 1		Level 2		Level 3		Total
Equity Securities	$	1,550,594,795	$	81,197,007	$	—	$	1,631,791,802

NOTE 4—Security Transactions with Affiliated Funds

The Fund is permitted to purchase or sell securities from or to certain other AIM Funds under specified conditions outlined in procedures adopted by the Board of Trustees of the Trust. The procedures have been designed to ensure that any purchase or sale of securities by the Fund from or to another fund or portfolio that is or could be considered an affiliate by virtue of having a common investment advisor (or affiliated investment advisors), common Trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price. Pursuant to these procedures, for the year ended October 31, 2009, the Fund engaged in securities purchases of $5,103,740 and securities sales of $329,350, which resulted in net realized gains (losses) of $(13,961).

NOTE 5—Expense Offset Arrangement(s)

The expense offset arrangement is comprised of transfer agency credits which result from balances in Demand Deposit Accounts (DDA) used by the transfer agent for clearing shareholder transactions. For the year ended October 31, 2009, the Fund received credits from this arrangement, which resulted in the reduction of the Fund’s total expenses of $43,539.

NOTE 6—Trustees’ and Officers’ Fees and Benefits

“Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to pay remuneration to certain Trustees and Officers of the Fund. Trustees have the option to defer compensation payable by the Fund, and “Trustees’ and Officers’ Fees and Benefits” also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various AIM Funds in which their deferral accounts shall be deemed to be invested. Finally, certain current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. “Trustees’ and Officers’ Fees and Benefits” include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund.

  During the year ended October 31, 2009, the Fund paid legal fees of $6,537 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust.

NOTE 7—Cash Balances

The Fund is permitted to temporarily carry a negative or overdrawn balance in its account with The State Street Bank and Trust Company, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (i) leave funds as a compensating balance in the account so the

19        AIM Summit Fund

custodian bank can be compensated by earning the additional interest; or (ii) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and Invesco Aim, not to exceed the contractually agreed upon rate.

NOTE 8—Distributions to Shareholders and Tax Components of Net Assets

Tax Character of Distributions to Shareholders Paid During the Years Ended October 31, 2009 and 2008:

	2009		2008
Ordinary income	$	10,360,302	$	12,112,566
Long-term capital gain		96,625,887		32,898,682
Total distributions	$	106,986,189	$	45,011,248

Tax Components of Net Assets at Period-End:

	2009
Undistributed ordinary income	$	12,008,470
Net unrealized appreciation — investments		154,627,860
Net unrealized appreciation (depreciation) — other investments		(73,883	)
Temporary book/tax differences		(300,468	)
Capital loss carryforward		(480,366,328	)
Shares of beneficial interest		1,930,727,760
Total net assets	$	1,616,623,411

  The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund’s net unrealized appreciation (depreciation) difference is attributable primarily to wash sales.

  The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund’s temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan benefits.

  Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions.

  The Fund has a capital loss carryforward as of October 31, 2009 which expires as follows:

	Capital Loss
Expiration	Carryforward*
October 31, 2017	$	480,366,328

*  Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code.

NOTE 9—Investment Securities

The aggregate amount of investment securities (other than short-term securities, U.S. Treasury obligations and money market funds, if any) purchased and sold by the Fund during the year ended October 31, 2009 was $1,216,326,769 and $1,225,922,855, respectively. Cost of investments on a tax basis includes the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting period-end.

Unrealized Appreciation (Depreciation) of Investment Securities on a Tax Basis
Aggregate unrealized appreciation of investment securities	$	185,505,762
Aggregate unrealized (depreciation) of investment securities		(30,877,902	)
Net unrealized appreciation of investment securities	$	154,627,860
Cost of investments for tax purposes is $1,477,163,942.

NOTE 10—Reclassification of Permanent Differences

Primarily as a result of differing book/tax treatment of foreign currency transactions on October 31, 2009, undistributed net investment income was decreased by $802,767, undistributed net realized gain (loss) was increased by $812,403 and shares of beneficial interest decreased by $9,636. This reclassification had no effect on the net assets of the Fund.

20        AIM Summit Fund

NOTE 11—Share Information

	Summary of Share Activity
	Year ended						Year ended
	October 31, 2009						October 31, 2008
	Shares			Amount			Shares			Amount
Sold:
Class A		1,575,219		$	13,766,868			2,679,401		$	35,774,684
Class B		94,671			795,023			370,004			5,018,172
Class C		161,860			1,346,998			477,619			6,293,364
Class P		10,751,940			94,150,818			8,007,696			110,158,101
Class S(a)		32,643			319,740			—			—
Class Y(b)		354,338			3,075,848			22,820			250,419
Institutional Class(c)		—			—			1,097,402			10,010,000
Issued as reinvestment of dividends:
Class A		186,554			1,539,902			15,026			221,181
Class B		23,799			193,957			2,832			41,197
Class C		30,798			250,698			1,257			18,289
Class P		12,354,229			102,417,620			2,980,553			43,992,954
Class S(a)		—			—			—			—
Class Y		1,826			15,065			—			—
Institutional Class(c)		87,978			725,822			—			—
Automatic conversion of Class B shares to Class A shares:
Class A		69,811			607,252			136,065			1,806,992
Class B		(70,975	)		(607,252	)		(138,026	)		(1,806,992	)
Reacquired:
Class A(b)		(1,833,697	)		(16,111,817	)		(978,638	)		(12,607,176	)
Class B		(174,434	)		(1,532,202	)		(76,387	)		(961,885	)
Class C		(314,274	)		(2,700,058	)		(86,627	)		(1,057,996	)
Class P		(17,066,838	)		(150,818,692	)		(20,909,802	)		(285,989,305	)
Class S(a)		—			—			—			—
Class Y		(148,754	)		(1,273,707	)		(33	)		(301	)
Institutional Class(c)		—			—			—			—
Net increase (decrease) in share activity		6,116,694		$	46,161,883			(6,398,838	)	$	(88,838,302	)

(a)	Commencement date of September 25, 2009.
(b)	Effective upon the commencement date of Class Y shares, October 3, 2008, the following shares were converted from Class A shares into Class Y shares of the Fund:

Class	Shares			Amount
Class Y		21,805		$	239,419
Class A		(21,805	)		(239,419	)

^(c) Commencement date of October 3, 2008.

21        AIM Summit Fund

NOTE 12—Financial Highlights

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

																													Ratio of			Ratio of
						Net gains																							expenses			expenses
						(losses)																							to average			to average net			Ratio of net
	Net asset		Net			on securities						Dividends			Distributions														net assets			assets without			investment
	value,		investment			(both			Total from			from net			from net						Net asset						Net assets,		with fee waivers			fee waivers			income (loss)
	beginning		income			realized and			investment			investment			realized			Total			value, end			Total			end of period		and/or expenses			and/or expenses			to average			Portfolio
	of period		(loss)			unrealized)			operations			income			gains			Distributions			of period			Return(a)			(000s omitted)		absorbed			absorbed			net assets			turnover(b)
Class A
Year ended 10/31/09	$	9.81	$	0.06	(c)	$	0.33		$	0.39		$	(0.05	)	$	(0.60	)	$	(0.65	)	$	9.55			4.99	%	$	24,855		1.12	%(d)		1.13	%(d)		0.70	%(d)		89	%
Year ended 10/31/08		15.42		0.05	(c)		(5.40	)		(5.35	)		(0.06	)		(0.20	)		(0.26	)		9.81			(35.26	)		25,529		1.06			1.07			0.34			79
Year ended 10/31/07		12.74		0.05	(c)		2.70			2.75			(0.07	)		—			(0.07	)		15.42			21.65			11,591		1.08			1.08			0.37			41
Year ended 10/31/06		11.38		0.04	(c)		1.35			1.39			(0.03	)		—			(0.03	)		12.74			12.23			4,584		1.19			1.19			0.32			76
Year ended 10/31/05(e)		11.38		—			—			—			—			—			—			11.38			—			10		—			—			—			31
Class B
Year ended 10/31/09		9.64		(0.00	)(c)		0.33			0.33			—			(0.60	)		(0.60	)		9.37			4.31			1,975		1.87	(d)		1.88	(d)		(0.05	)(d)		89
Year ended 10/31/08		15.20		(0.05	)(c)		(5.30	)		(5.35	)		(0.01	)		(0.20	)		(0.21	)		9.64			(35.70	)		3,256		1.81			1.82			(0.41	)		79
Year ended 10/31/07		12.64		(0.05	)(c)		2.66			2.61			(0.05	)		—			(0.05	)		15.20			20.74			2,727		1.83			1.83			(0.38	)		41
Year ended 10/31/06		11.38		(0.05	)(c)		1.34			1.29			(0.03	)		—			(0.03	)		12.64			11.34			681		1.94			1.94			(0.43	)		76
Year ended 10/31/05(e)		11.38		—			—			—			—			—			—			11.38			—			10		—			—			—			31
Class C
Year ended 10/31/09		9.63		(0.00	)(c)		0.33			0.33			—			(0.60	)		(0.60	)		9.36			4.31			3,145		1.87	(d)		1.88	(d)		(0.05	)(d)		89
Year ended 10/31/08		15.20		(0.05	)(c)		(5.31	)		(5.36	)		(0.01	)		(0.20	)		(0.21	)		9.63			(35.77	)		4,408		1.81			1.82			(0.41	)		79
Year ended 10/31/07		12.64		(0.05	)(c)		2.66			2.61			(0.05	)		—			(0.05	)		15.20			20.74			995		1.83			1.83			(0.38	)		41
Year ended 10/31/06		11.38		(0.05	)(c)		1.34			1.29			(0.03	)		—			(0.03	)		12.64			11.34			63		1.94			1.94			(0.43	)		76
Year ended 10/31/05(e)		11.38		—			—			—			—			—			—			11.38			—			10		—			—			—			31
Class P
Year ended 10/31/09		9.85		0.08	(c)		0.33			0.41			(0.06	)		(0.60	)		(0.66	)		9.60			5.22			1,572,776		0.97	(d)		0.98	(d)		0.85	(d)		89
Year ended 10/31/08		15.47		0.07	(c)		(5.42	)		(5.35	)		(0.07	)		(0.20	)		(0.27	)		9.85			(35.17	)		1,554,240		0.91			0.92			0.49			79
Year ended 10/31/07		12.77		0.07	(c)		2.71			2.78			(0.08	)		—			(0.08	)		15.47	��		21.85			2,594,668		0.92			0.94			0.52			41
Year ended 10/31/06		11.38		0.07	(c)		1.35			1.42			(0.03	)		—			(0.03	)		12.77			12.49			2,373,809		0.91			1.05			0.60			76
Year ended 10/31/05		9.93		0.04	(f)		1.42			1.46			(0.01	)		—			(0.01	)		11.38			14.71			2,242,529		0.93			1.08			0.36	(f)		31
Class S
Year ended 10/31/09(e)		9.65		0.01	(c)		(0.10	)		(0.09	)		—			—			—			9.56			(0.93	)		312		0.95	(d)(g)		0.96	(d)(g)		0.87	(d)(g)		89
Class Y
Year ended 10/31/09		9.81		0.09	(c)		0.32			0.41			(0.06	)		(0.60	)		(0.66	)		9.56			5.26			2,201		0.87	(d)		0.88	(d)		0.95	(d)		89
Year ended 10/31/08(e)		10.98		0.00	(c)		(1.17	)		(1.17	)		—			—			—			9.81			(10.66	)		224		0.85	(g)		0.86	(g)		0.55	(g)		79
Institutional Class
Year ended 10/31/09		9.81		0.10	(c)		0.33			0.43			(0.06	)		(0.60	)		(0.66	)		9.58			5.48			11,358		0.67	(d)		0.68	(d)		1.15	(d)		89
Year ended 10/31/08(e)		10.98		0.00	(c)		(1.17	)		(1.17	)		—			—			—			9.81			(10.66	)		10,762		0.80	(g)		0.81	(g)		0.60	(g)		79

(a)	Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(b)	Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(c)	Calculated using average shares outstanding.
(d)	Ratios are based on average daily net assets (000’s omitted) of $25,139, $2,762, $3,736, $1,469,027, $45, $1,160 and $10,346 for Class A, Class B, Class C, Class P, Class S, Class Y and Institutional Class shares, respectively.
(e)	Commencement dates of October 31, 2005 for Class A, Class B and Class C shares, September 25, 2009 for Class S shares and October 3, 2008 for Class Y and Institutional Class shares.
(f)	Net investment income per share and the ratio of net investment income (loss) to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income per share and the ratio of net investment income (loss) to average net assets excluding the special dividend are $0.02 and 0.15%, respectively.
(g)	Annualized.

22        AIM Summit Fund

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of AIM Equity Funds

and Shareholders of AIM Summit Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of AIM Summit Fund (one of the funds constituting AIM Equity Funds), hereafter referred to as the “Fund”) at October 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

December 15, 2009

Houston, Texas

23        AIM Summit Fund

Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments or contingent deferred sales charges on redemptions, and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. With the exception of the actual ending account value and expenses of the Class Y shares, the example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2009, through October 31, 2009. The actual ending account and expenses of the Class S shares in the below example are based on an investment of $1,000 invested as of close of business September 25, 2009 (commencement date) and held through October 31, 2009.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period (as of close of business September 25, 2009 through October 31, 2009 for the Class S shares). Because the actual ending account value and expense information in the example is not based upon a six month period for the Class Y shares, the ending account value and expense information may not provide a meaningful comparison to mutual funds that provide such information for a full six month period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

  Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

							HYPOTHETICAL
							(5% annual return before
			ACTUAL				expenses)
	Beginning		Ending		Expenses		Ending		Expenses		Annualized
	Account Value		Account Value		Paid During		Account Value		Paid During		Expense
Class	(05/01/09)		(10/31/09)1		Period2		(10/31/09)		Period2,3		Ratio
A	$	1,000.00	$	1,146.50	$	6.01	$	1,019.61	$	5.65		1.11	%
B		1,000.00		1,142.70		10.05		1,015.83		9.45		1.86
C		1,000.00		1,142.90		10.05		1,015.83		9.45		1.86
P		1,000.00		1,148.30		5.20		1,020.37		4.89		0.96
S		1,000.00		990.70		0.96		1,020.42		4.84		0.95
Y		1,000.00		1,147.70		4.66		1,020.87		4.38		0.86

1	The actual ending account value is based on the actual total return of the Fund for the period May 1, 2009, through October 31, 2009 (as of close of business on September 25, 2009 through October 31, 2009 for the Class S shares), after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2	Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year. For the Class S shares, actual expenses are equal to the annualized expense ratio indicated above multiplied by the average account value over the period, multiplied by 37 (as of close of business on September 25, 2009 through October 31, 2009)/365. Because the Class S shares have not been in existence for a full six month period, the actual ending account value and expense information shown may not provide a meaningful comparison to fund expense information of classes that show such data for a full six month period and, because the actual ending account value and expense information in the expense example covers a short time period, return and expense data may not be indicative of return and expense data for longer time periods.
3	Hypothetical expenses are equal to the annualized expense ratio indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect a one-half year period. The hypothetical ending account value and expenses may be used to compare ongoing costs of investing in Class S shares of the Fund and other funds because such data is based on a full six month period.

24        AIM Summit Fund

Supplement to Annual Report dated 10/31/09

AIM Summit Fund

Institutional Class Shares

The following information has been prepared to provide Institutional Class shareholders with a performance overview specific to their holdings. Institutional Class shares are offered exclusively to institutional investors, including defined contribution plans that meet certain criteria.

Average Annual Total Returns
For periods ended 10/31/09
Inception	-1.74	%
1 Year	5.48
Average Annual Total Returns
For periods ended 9/30/09, the most recent calendar quarter-end
Inception	-1.33	%
1 Year	-10.75

Institutional Class shares’ inception date is October 3, 2008. Returns since that date are historical returns. All other returns are blended returns of historical Institutional Class share performance and restated Class A share performance (for periods prior to the inception date of Institutional Class shares) at net asset value (NAV) and reflect the Rule 12b-1 fees applicable to Class A shares. Class A shares’ inception date is October 31, 2005.

     Institutional Class shares have no sales charge; therefore, performance is at NAV. Performance of Institutional Class shares will differ from performance of other share classes primarily due to differing sales charges and class expenses.

     The net annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this supplement for Institutional Class Shares was 0.79%.¹

     The total annual Fund operating expense ratio set forth in the most recent Fund prospectus as of the date of this supplement for Institutional Class shares was 0.80%. The expense ratios presented above may vary from the expense ratios presented in other sections of the actual report that are based on expenses incurred during the period covered by the report.

     Please note that past performance is not indicative of future results. More recent returns may be more or less than those shown. All returns assume reinvestment of distributions at NAV. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. See full report for information on comparative benchmarks. Please consult your Fund prospectus for more information. For the most current month-end performance, please call 800 451 4246 or visit invescoaim.com.

1 Total annual operating expenses less any contractual fee waivers and/or expense reimbursements by the advisor in effect through at least June 30, 2010. See current prospectus for more information.

Nasdaq Symbol SMITX

Over for information on your Fund’s expenses.

This supplement must be accompanied or preceded by a currently effective Fund prospectus, which contains more complete information, including sales charges and expenses. Investors should read it carefully before investing.

FOR INSTITUTIONAL INVESTOR USE ONLY – NOT FOR USE WITH THE PUBLIC
This material is for institutional investor use only and may not be quoted, reproduced, shown to the public or used in written form as sales literature for public use.

invescoaim.com      SUM-INS-1           Invesco Aim Distributors, Inc.

Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period May 1, 2009 through October 31, 2009.

Actual expenses

The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return.

The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

HYPOTHETICAL

(5% annual return before

ACTUAL

expenses)

Beginning

Ending

Expenses

Ending

Expenses

Annualized

Account Value

Account Value

Paid During

Account Value

Paid During

Expense

Class

(05/01/09)

(10/31/09)1

Period2

(10/31/09)

Period2

Ratio

Institutional

$

1,000.00

$

1,148.70

$

3.63

$

1,021.83

$

3.41

0.67

%

1	The actual ending account value is based on the actual total return of the Fund for the period May 1, 2009 through October 31, 2009, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund’s expense ratio and a hypothetical annual return of 5% before expenses.
2	Expenses are equal to the Fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half year.

AIM Summit Fund

Approval of Investment Advisory and Sub-Advisory Agreements

The Board of Trustees (the Board) of AIM Equity Funds is required under the Investment Company Act of 1940 to approve annually the renewal of the AIM Summit Fund (the Fund) investment advisory agreement with Invesco Aim Advisors, Inc. (Invesco Aim) and the Master Intergroup Sub-Advisory Contract for Mutual Funds (the sub-advisory contracts) with Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (collectively, the Affiliated Sub-Advisers). During contract renewal meetings held on June 16-17, 2009, the Board as a whole, and the disinterested or “independent” Trustees voting separately, approved the continuance of the Fund’s investment advisory agreement and the sub-advisory contracts for another year, effective July 1, 2009. In doing so, the Board determined that the Fund’s investment advisory agreement and the sub-advisory contracts are in the best interests of the Fund and its shareholders and that the compensation to Invesco Aim and the Affiliated Sub-Advisers under the Fund’s investment advisory agreement and sub-advisory contracts is fair and reasonable.

The Board’s Fund Evaluation Process

The Board’s Investments Committee has established three Sub-Committees that are responsible for overseeing the management of a number of the series portfolios of the AIM Funds. This Sub-Committee structure permits the Trustees to focus on the performance of the AIM Funds that have been assigned to them. The Sub-Committees meet throughout the year to review the performance of their assigned funds, and the Sub-Committees review monthly and quarterly comparative performance information and periodic asset flow data for their assigned funds. These materials are prepared under the direction and supervision of the independent Senior Officer, an officer of the AIM Funds who reports directly to the independent Trustees. Over the course of each year, the Sub-Committees meet with portfolio managers for their assigned funds and other members of management and review with these individuals the

performance, investment objective(s), policies, strategies and limitations of these funds.

     In addition to their meetings throughout the year, the Sub-Committees meet at designated contract renewal meetings each year to conduct an in-depth review of the performance, fees, expenses and other matters related to their assigned funds. During the contract renewal process, the Trustees receive comparative performance and fee data regarding the AIM Funds prepared by an independent company, Lipper, Inc. (Lipper), under the direction and supervision of the Senior Officer who also prepares a separate analysis of this information for the Trustees. Each Sub-Committee then makes recommendations to the Investments Committee regarding the fees and expenses of their assigned funds. The Investments Committee considers each Sub-Committee’s recommendations and makes its own recommendations regarding the fees and expenses of the AIM Funds to the full Board. The Investments Committee also considers each Sub-Committee’s recommendations in making its annual recommendation to the Board whether to approve the continuance of each AIM Fund’s investment advisory agreement and sub-advisory contracts for another year.

     The independent Trustees met separately during their evaluation of the Fund’s investment advisory agreement and sub-advisory contracts with independent legal counsel. The independent Trustees were also assisted in their annual evaluation of the Fund’s investment advisory agreement by the Senior Officer. One responsibility of the Senior Officer is to manage the process by which the AIM Funds’ proposed management fees are negotiated during the annual contract renewal process to ensure that they are negotiated in a manner that is at arms’ length and reasonable. Accordingly, the Senior Officer must either supervise a competitive bidding process or prepare an independent written evaluation. The Senior Officer recommended that an independent written evaluation be provided and, at the direction of the Board, prepared an independent written evaluation.

     During the annual contract renewal process, the Board considered the factors discussed below in evaluating the fairness and reasonableness of the Fund’s investment advisory agreement and

sub-advisory contracts. The Board considered all of the information provided to them, including information provided at their meetings throughout the year as part of their ongoing over-sight of the Fund, and did not identify any particular factor that was controlling. Each Trustee may have evaluated the information provided differently from another Trustee and attributed different weight to the various factors. The Trustees recognized that the advisory arrangements and resulting advisory fees for the Fund and the other AIM Funds are the result of years of review and negotiation between the Trustees and Invesco Aim, that the Trustees may focus to a greater extent on certain aspects of these arrangements in some years than in others, and that the Trustees’ deliberations and conclusions in a particular year may be based in part on their deliberations and conclusions regarding these same arrangements throughout the year and in prior years.

     The discussion below serves as a summary of the Senior Officer’s independent written evaluation with respect to the Fund’s investment advisory agreement as well as a discussion of the material factors and related conclusions that formed the basis for the Board’s approval of the Fund’s investment advisory agreement and sub-advisory contracts. Unless otherwise stated, information set forth below is as of June 17, 2009, and does not reflect any changes that may have occurred since that date, including but not limited to changes to the Fund’s performance, advisory fees, expense limitations and/or fee waivers.

Factors and Conclusions and Summary of Independent Written Fee Evaluation

A. Nature, Extent and Quality of Services Provided by Invesco Aim

The Board reviewed the advisory services provided to the Fund by Invesco Aim under the Fund’s investment advisory agreement, the performance of Invesco Aim in providing these services, and the credentials and experience of the officers and employees of Invesco Aim who provide these services. The Board’s review of the qualifications of Invesco Aim to provide these services included the Board’s consideration of Invesco Aim’s portfolio and product review process, various back office support functions provided by Invesco Aim and its affiliates, and Invesco Aim’s equity and

25               AIM Summit Fund

continued

fixed income trading operations. The Board concluded that the nature, extent and quality of the advisory services provided to the Fund by Invesco Aim are appropriate and that Invesco Aim currently is providing satisfactory advisory services in accordance with the terms of the Fund’s investment advisory agreement. In addition, based on their ongoing meetings throughout the year with the Fund’s portfolio manager or managers, the Board concluded that these individuals are competent and able to continue to carry out their responsibilities under the Fund’s investment advisory agreement.

     In determining whether to continue the Fund’s investment advisory agreement, the Board considered the prior relationship between Invesco Aim and the Fund, as well as the Board’s knowledge of Invesco Aim’s operations, and concluded that it is beneficial to maintain the current relationship, in part, because of such knowledge. The Board also considered the steps that Invesco Aim and its affiliates continue to take to improve the quality and efficiency of the services they provide to the AIM Funds in the areas of investment performance, product line diversification, distribution, fund operations, shareholder services and compliance. The Board concluded that the quality and efficiency of the services Invesco Aim and its affiliates provide to the AIM Funds in each of these areas support the Board’s approval of the continuance of the Fund’s investment advisory agreement.

B. Nature, Extent and Quality of Services Provided by Affiliated Sub-Advisers

The Board reviewed the services provided by the Affiliated Sub-Advisers under the sub-advisory contracts and the credentials and experience of the officers and employees of the Affiliated Sub-Advisers who provide these services. The Board concluded that the nature, extent and quality of the services provided by the Affiliated Sub-Advisers are appropriate. The Board noted that the Affiliated Sub-Advisers, which have offices and personnel that are geographically dispersed in financial centers around the world, can provide research and other information and make recommendations on the markets and economies of various countries and securities of companies located in such countries or on various types of investments and investment

techniques. The Board concluded that the sub-advisory contracts benefit the Fund and its shareholders by permitting Invesco Aim to utilize the additional resources and talent of the Affiliated Sub-Advisers in managing the Fund.

C. Fund Performance

The Board considered Fund performance as a relevant factor in considering whether to approve the investment advisory agreement. The Board did not view Fund performance as a relevant factor in considering whether to approve the sub-advisory contracts for the Fund, as no Affiliated Sub-Adviser currently manages assets of the Fund.

     The Board compared the Fund’s performance during the past one, three and five calendar years to the performance of all funds in the Lipper performance universe that are not managed by Invesco Aim or an Affiliated Sub-Adviser and against the Lipper Multi-Cap Growth Funds Index and the Lipper Large-Cap Growth Funds Index. The Board noted that the Fund’s performance was in the first quintile of its performance universe for the one, three and five year periods (the first quintile being the best performing funds and the fifth quintile being the worst performing funds). The Board noted that the Fund’s performance was above the performance of both Indexes for the one, three and five year periods. Although the independent written evaluation of the Fund’s Senior Officer only considered AIM Funds performance through the most recent calendar year, the Board also reviewed more recent Fund performance and this review did not change their conclusions. The Board noted that, in response to the Board’s focus on fund performance, Invesco Aim has taken a number of actions intended to improve the investment process for the funds.

D. Advisory and Sub-Advisory Fees and Fee Waivers

The Board compared the Fund’s contractual advisory fee rate to the contractual advisory fee rates of funds in the Fund’s Lipper expense group that are not managed by Invesco Aim or an Affiliated Sub-Adviser, at a common asset level. The Board noted that the Fund’s contractual advisory fee rate was below the median contractual advisory fee rate of funds in its expense group. The Board also reviewed the methodology used by Lipper in determining contractual fee rates, which includes using audited

financial data from the most recent annual report of each fund in the expense group that was publicly available as of the end of the past calendar year. The Board noted that some comparative data was at least one year old and that other data did not reflect the market downturn that occurred in the fourth quarter of 2008.

     The Board also compared the Fund’s effective fee rate (the advisory fee after any advisory fee waivers and before any expense limitations/waivers) to the advisory fee rates of other domestic clients of Invesco Aim and its affiliates with investment strategies comparable to those of the Fund, including two mutual funds advised by Invesco Aim and four mutual funds sub-advised by an Invesco Aim affiliate. The Board noted that the Fund’s rate was: (i) above the effective fee rates for the mutual funds advised by Invesco Aim; and (ii) above the sub-adviser effective fee rates for the domestic mutual funds sub-advised by an Invesco Aim affiliate.

     The Board noted that Invesco Aim has agreed to reduce the per account transfer agent fee for all the retail funds, including the Fund, effective July 1, 2009. The Board also noted that Invesco Aim has contractually agreed to waive fees and/or limit expenses of the Fund through at least June 30, 2010 in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund. The Board noted that at the current expense ratio for the Fund, this expense waiver does not have any impact.

     The Board also considered the services provided by the Affiliated Sub-Advisers pursuant to the sub-advisory contracts and the services provided by Invesco Aim pursuant to the Fund’s advisory agreement, as well as the allocation of fees between Invesco Aim and the Affiliated Sub-Advisers pursuant to the sub-advisory contracts. The Board noted that the sub-advisory fees have no direct effect on the Fund or its shareholders, as they are paid by Invesco Aim to the Affiliated Sub-Advisers, and that Invesco Aim and the Affiliated Sub-Advisers are affiliates.

     After taking account of the Fund’s contractual advisory fee rate, the contractual sub-advisory fee rate, the comparative advisory fee information discussed above and other relevant factors, the Board concluded that the Fund’s advisory and sub-advisory fees are fair and reasonable.

26               AIM Summit Fund

continued

E. Economies of Scale and Breakpoints

The Board considered the extent to which there are economies of scale in the provision of advisory services to the Fund. The Board also considered whether the Fund benefits from such economies of scale through contractual breakpoints in the Fund’s advisory fee schedule. The Board noted that the Fund’s contractual advisory fee schedule includes two breakpoints and that the level of the Fund’s advisory fees, as a percentage of the Fund’s net assets, has decreased as net assets increased because of the breakpoints. The Board concluded that the Fund’s advisory fees appropriately reflect economies of scale at current asset levels. The Board also noted that the Fund shares directly in economies of scale through lower fees charged by third party service providers based on the combined size of all of the AIM Funds and affiliates.

F. Profitability and Financial Resources

The Board reviewed information from Invesco Aim concerning the costs of the advisory and other services that Invesco Aim and its affiliates provide to the Fund and the profitability of Invesco Aim and its affiliates in providing these services. The Board also reviewed information concerning the financial condition of Invesco Aim and its affiliates. The Board reviewed with Invesco Aim the methodology used to prepare the profitability information. The Board considered the overall profitability of Invesco Ltd., the ultimate parent of Invesco Aim and the Affiliated Sub-Advisers, and of Invesco Aim, as well as the profitability of Invesco Aim in connection with managing the Fund. The Board noted that Invesco Aim continues to operate at a net profit, although the reduction of assets under management as a result of market movements and the increase in voluntary fee waivers for affiliated money market funds have reduced the profitability of Invesco Aim and its affiliates. The Board concluded that the Fund’s fees are fair and reasonable, and that the level of profits realized by Invesco Aim and its affiliates from providing services to the Fund is not excessive in light of the nature, quality and extent of the services provided. The Board considered whether Invesco Aim is financially sound and has the resources necessary to perform its obligations under the Fund’s investment advisory agreement, and concluded that Invesco Aim has the financial resources

necessary to fulfill these obligations. The Board also considered whether each Affiliated Sub-Adviser is financially sound and has the resources necessary to perform its obligations under the sub-advisory contracts, and concluded that each Affiliated Sub-Adviser has the financial resources necessary to fulfill these obligations.

G. Collateral Benefits to Invesco Aim and its Affiliates

The Board considered various other benefits received by Invesco Aim and its affiliates resulting from Invesco Aim’s relationship with the Fund, including the fees received by Invesco Aim and its affiliates for their provision of administrative, transfer agency and distribution services to the Fund. The Board considered the performance of Invesco Aim and its affiliates in providing these services and the organizational structure employed by Invesco Aim and its affiliates to provide these services. The Board also considered that these services are provided to the Fund pursuant to written contracts that are reviewed and approved on an annual basis by the Board. The Board concluded that Invesco Aim and its affiliates are providing these services in a satisfactory manner and in accordance with the terms of their contracts, and are qualified to continue to provide these services to the Fund.

     The Board considered the benefits realized by Invesco Aim and the Affiliated Sub-Advisers as a result of portfolio brokerage transactions executed through “soft dollar” arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution services from Invesco Aim and the Affiliated Sub-Advisers to the funds and therefore may reduce Invesco Aim’s and the Affiliated Sub-Advisers’ expenses. The Board concluded that Invesco Aim’s and the Affiliated Sub-Advisers’ soft dollar arrangements are appropriate. The Board also concluded that, based on their review and representations made by the Chief Compliance Officer of Invesco Aim, these arrangements are consistent with regulatory requirements.

     The Board considered the fact that the Fund’s uninvested cash and cash collateral from any securities lending arrangements may be invested in money market funds advised by Invesco Aim pursuant to procedures approved by the Board. The Board noted that Invesco Aim will receive advisory fees from these affiliated money

market funds attributable to such investments, although Invesco Aim has contractually agreed to waive through at least June 30, 2010, the advisory fees payable by the Fund in an amount equal to 100% of the net advisory fee Invesco Aim receives from the affiliated money market funds with respect to the Fund’s investment in the affiliated money market funds of uninvested cash, but not cash collateral. The Board concluded that the Fund’s investment of uninvested cash and cash collateral from any securities lending arrangements in the affiliated money market funds is in the best interests of the Fund and its shareholders.

27               AIM Summit Fund

Tax Information

Form 1099-DIV, Form 1042-S and other year-end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisors.

  The following distribution information is being provided as required by the Internal Revenue Code or to meet a specific state’s requirement.

  The Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended October 31, 2009:

Federal and State Income Tax
Long-Term Capital Gain Dividends	$	96,625,887
Qualified Dividend Income*		100%
Corporate Dividends Received Deduction*		100%

*  The above percentages are based on ordinary income dividends paid to shareholders during the Fund’s fiscal year.

28        AIM Summit Fund

Trustees and Officers

The address of each trustee and officer of AIM Equity Funds (the “Trust”), is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. Each trustee oversees 105 portfolios in the AIM Funds complex. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.

Name, Year of Birth and	Trustee and/	Principal Occupation(s)	Other Directorship(s)
Position(s) Held with the Trust	or Officer Since	During Past 5 Years	Held by Trustee
Interested Persons
Martin L. Flanagan1 — 1960 Trustee	2007	Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco Aim and a global investment management firm); Chairman, Invesco Aim Advisors, Inc. (registered investment advisor); Trustee, The AIM Family of Funds®; Board of Governors, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business	None
		Formerly: Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco Aim and a global investment management firm); Director, Invesco Ltd.; Chairman and Vice Chairman, Investment Company Institute
Philip A. Taylor2 — 1954 Trustee, President and Principal Executive Officer	2006	Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Chief Executive Officer and President, Invesco Aim Advisors, Inc. and 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Aim Management Group, Inc. (financial services holding company) and Invesco Aim Capital Management, Inc. (registered investment advisor); Director and President, INVESCO Funds Group, Inc. (registered investment advisor and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director, Invesco Aim Distributors, Inc. (registered broker dealer); Director and Chairman, Invesco Aim Investment Services, Inc. (registered transfer agent) and INVESCO Distributors, Inc. (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, AIM Trimark Corporate Class Inc. (corporate mutual fund company) and AIM Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment advisor and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The AIM Family of Funds® (other than AIM Treasurer’s Series Trust and Short-Term Investments Trust); Trustee and Executive Vice President, The AIM Family of Funds® (AIM Treasurer’s Series Trust and Short-Term Investments Trust only); and Manager, Invesco PowerShares Capital Management LLC	None
		Formerly: President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The AIM Family of Funds® (AIM Treasurer’s Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.
Independent Trustees
Bruce L. Crockett — 1944 Trustee and Chair	1993	Chairman, Crockett Technology Associates (technology consulting company)	ACE Limited (insurance company); Captaris, Inc. (unified messaging provider); and Investment Company Institute
Bob R. Baker — 1936 Trustee	2003	Retired	None
Frank S. Bayley — 1939 Trustee	2001	Retired Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios)	None
James T. Bunch — 1942 Trustee	2003	Founder, Green, Manning & Bunch Ltd., (investment banking firm)	Board of Governors, Western Golf Association/Evans Scholars Foundation and Executive Committee, United States Golf Association
Albert R. Dowden — 1941 Trustee	2000	Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (registered investment company); and Homeowners of America Holding Corporation/Homeowners of America Insurance Company (property casualty company) Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations	Board of Nature’s Sunshine Products, Inc.
Jack M. Fields — 1952 Trustee	1997	Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company)	Administaff
Carl Frischling — 1937 Trustee	1988	Partner, law firm of Kramer Levin Naftalis and Frankel LLP	Director, Reich & Tang Funds (16 portfolios)
Prema Mathai-Davis — 1950 Trustee	1998	Retired	None
Lewis F. Pennock — 1942 Trustee	1988	Partner, law firm of Pennock & Cooper	None
Larry Soll — 1942 Trustee	2003	Retired	None
Raymond Stickel, Jr. — 1944 Trustee	2005	Retired Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios)	None

1	Mr. Flanagan is considered an interested person of the Trust because he is an officer of the advisor to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the advisor to the Trust.
2	Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the advisor to, and a director of the principal underwriter of, the Trust.

T-1

Trustees and Officers — (continued)

Name, Year of Birth and	Trustee and/	Principal Occupation(s)	Other Directorship(s)
Position(s) Held with the Trust	or Officer Since	During Past 5 Years	Held by Trustee
Other Officers
Russell C. Burk — 1958 Senior Vice President and Senior Officer	2005	Senior Vice President and Senior Officer of The AIM Family of Funds® Formerly: Director of Compliance and Assistant General Counsel, ICON Advisers, Inc.; Financial Consultant, Merrill Lynch; General Counsel and Director of Compliance, ALPS Mutual Funds, Inc.	N/A
John M. Zerr — 1962 Senior Vice President, Chief Legal Officer and Secretary	2006	Director, Senior Vice President, Secretary and General Counsel, Invesco Aim Management Group, Inc., Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Director, Senior Vice President and Secretary, Invesco Aim Distributors, Inc.; Director, Vice President and Secretary, Invesco Aim Investment Services, Inc. and INVESCO Distributors, Inc.; Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The AIM Family of Funds®; and Manager, Invesco PowerShares Capital Management LLC	N/A
		Formerly: Director, Vice President and Secretary, Fund Management Company; Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
Lisa O. Brinkley — 1959 Vice President	2004	Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Aim Distributors, Inc. and Invesco Aim Investment Services, Inc.; and Vice President, The AIM Family of Funds®	N/A
		Formerly: Senior Vice President, Invesco Aim Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisors, Inc. and The AIM Family of Funds®; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Aim Distributors, Inc.; Vice President, Invesco Aim Investment Services, Inc. and Fund Management Company
Kevin M. Carome — 1956 Vice President	2003	General Counsel, Secretary and Senior Managing Director, Invesco Ltd.; Director, Invesco Holding Company Limited and INVESCO Funds Group, Inc.; Director and Executive Vice President, IVZ, Inc., Invesco Group Services, Inc., Invesco North American Holdings, Inc. and Invesco Investments (Bermuda) Ltd.; and Vice President, The AIM Family of Funds®	N/A
		Formerly: Senior Managing Director and Secretary, Invesco North American Holdings, Inc.; Vice President and Secretary, IVZ, Inc. and Invesco Group Services, Inc.; Senior Managing Director and Secretary, Invesco Holding Company Limited; Director, Senior Vice President, Secretary and General Counsel, Invesco Aim Management Group, Inc. and Invesco Aim Advisors, Inc.; Senior Vice President, Invesco Aim Distributors, Inc.; Director, General Counsel and Vice President, Fund Management Company; Vice President, Invesco Aim Capital Management, Inc. and Invesco Aim Investment Services, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The AIM Family of Funds®; Director and Vice President, INVESCO Distributors, Inc.; and Chief Executive Officer and President, INVESCO Funds Group, Inc.
Sheri Morris — 1964 Vice President, Treasurer and Principal Financial Officer	1999	Vice President, Treasurer and Principal Financial Officer, The AIM Family of Funds®; and Vice President, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management Inc. Formerly: Assistant Vice President and Assistant Treasurer, The AIM Family of Funds® and Assistant Vice President, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.	N/A
Karen Dunn Kelley — 1960 Vice President	2004	Head of Invesco’s World Wide Fixed Income and Cash Management Group; Vice President, Invesco Institutional (N.A.), Inc. (registered investment advisor); Director of Cash Management and Senior Vice President, Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Executive Vice President, Invesco Aim Distributors, Inc.; Senior Vice President, Invesco Aim Management Group, Inc.; and Director, Invesco Mortgage Capital Inc.; Vice President, The AIM Family of Funds® (other than AIM Treasurer’s Series Trust and Short-Term Investments Trust); and President and Principal Executive Officer, The AIM Family of Funds® (AIM Treasurer’s Series Trust and Short-Term Investments Trust only)	N/A
		Formerly: President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer and Managing Director, Invesco Aim Capital Management, Inc.; and Vice President, Invesco Aim Advisors, Inc. and The AIM Family of Funds® (AIM Treasurer’s Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only)
Lance A. Rejsek — 1967 Anti-Money Laundering Compliance Officer	2005	Anti-Money Laundering Compliance Officer, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc., Invesco Aim Distributors, Inc., Invesco Aim Investment Services, Inc., Invesco Aim Private Asset Management, Inc. and The AIM Family of Funds®	N/A
		Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company; and Manager of the Fraud Prevention Department, Invesco Aim Investment Services, Inc.
Todd L. Spillane — 1958 Chief Compliance Officer	2006	Senior Vice President, Invesco Aim Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Aim Advisors, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, The AIM Family of Funds®, Invesco Global Asset Management (N.A.), Inc. (registered investment advisor), Invesco Institutional (N.A.), Inc., (registered investment advisor), INVESCO Private Capital Investments, Inc. (holding company), Invesco Private Capital, Inc. (registered investment advisor) and Invesco Senior Secured Management, Inc. (registered investment advisor); and Vice President, Invesco Aim Distributors, Inc. and Invesco Aim Investment Services, Inc.	N/A
		Formerly: Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company; and Global Head of Product Development, AIG-Global Investment Group, Inc.

The Statement of Additional Information of the Trust includes additional information about the Fund’s Trustees and is available upon request, without charge, by calling 1.800.959.4246. Please refer to the Fund’s prospectus for information on the Fund’s sub-advisors.

Office of the Fund	Investment Advisor	Distributor	Auditors
11 Greenway Plaza	Invesco Aim Advisors, Inc.	Invesco Aim Distributors, Inc.	PricewaterhouseCoopers LLP
Suite 100	11 Greenway Plaza	11 Greenway Plaza	1201 Louisiana Street
Houston, TX 77046-1173	Suite 100	Suite 100	Suite 2900
	Houston, TX 77046-1173	Houston, TX 77046-1173	Houston, TX 77002-5678
Counsel to the Fund	Counsel to the	Transfer Agent	Custodian
Stradley Ronon Stevens & Young, LLP	Independent Trustees	Invesco Aim Investment Services, Inc.	State Street Bank and Trust Company
2600 One Commerce Square	Kramer, Levin, Naftalis & Frankel LLP	P.O. Box 4739	225 Franklin
Philadelphia, PA 19103	1177 Avenue of the Americas	Houston, TX 77210-4739	Boston, MA 02110-2801
	New York, NY 10036-2714

T-2

Important Notice Regarding Delivery of Security Holder Documents

To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Aim Investment Services, Inc. at 800 959 4246 or contact your financial institution. We will begin sending you individual copies for each account within thirty days after receiving your request.

Fund holdings and proxy voting information

The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund’s semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at invescoaim.com. Click the Products & Performance tab at the top of the home page; click Mutual Funds; and then click Fund Overview. Select your Fund from the drop-down menu and click on Complete Quarterly Holdings. Shareholders can also look up the Fund’s Forms N-Q on the SEC website at sec.gov. Copies of the Fund’s Forms N-Q may be reviewed and copied at the SEC Public Reference Room in Washington, D.C. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202 551 8090 or 800 732 0330, or by electronic request at the following email address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-01424 and 002-25469.

     A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800 959 4246 or on the Invesco Aim website, invescoaim.com. Click the About Us tab at the top of the home page; click Legal Information; and then click Invesco Aim Proxy Voting Guidelines. The information is also available on the SEC website, sec.gov.

     Information regarding how the Fund voted proxies related to its portfolio securities during the 12 months ended June 30, 2009, is available at our website, invescoaim.com. Click the About Us tab at the top of the home page; click Legal Information; and then click Proxy Voting Search. The information is also available on the SEC website, sec.gov.

If used after January 20, 2010, this report must be accompanied by a Fund fact sheet or Invesco Aim Quarterly Performance Review for the most recent quarter-end. Invesco Aim^SM is a service mark of Invesco Aim Management Group, Inc. Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc.,

Invesco Aim Private Asset Management, Inc. and Invesco PowerShares Capital Management LLC are the investment advisers for the products and services represented by Invesco Aim; they each provide investment advisory services to individual and institutional clients and do not sell securities. Please refer to each fund’s prospectus for information on the fund’s subadvisers. Invesco Aim Distributors, Inc. is the U.S. distributor for the retail mutual funds, exchange-traded funds and institutional money market funds and the subdistributor for the STIC Global Funds represented by Invesco Aim. All entities are indirect, wholly owned subsidiaries of Invesco Ltd.

     It is anticipated that on or about the end of the fourth quarter of 2009, Invesco Aim Advisors, Inc., Invesco Aim Capital Management, Inc., Invesco Aim Private Asset Management, Inc. and Invesco Global Asset Management (N.A.), Inc. will be merged into Invesco Institutional (N.A.), Inc., and the consolidated adviser firm will be renamed Invesco Advisers, Inc. Additional information will be posted at invescoaim.com on or about the end of the fourth quarter of 2009.

invescoaim.com           SUM-AR-1                    Invesco Aim Distributors, Inc.

ITEM 2.

CODE OF ETHICS.

As of the end of the period covered by this report, the Registrant had adopted a code of ethics (the “Code”) that applies to the Registrant’s principal executive officer (“PEO”) and principal financial officer (“PFO”). There were no amendments to the Code during the period covered by the report. The Registrant did not grant any waivers, including implicit waivers, from any provisions of the Code to the PEO or PFO during the period covered by this report.

ITEM 3.	AUDIT COMMITTEE FINANCIAL EXPERT.
	The Board of Trustees has determined that the Registrant has at least one audit committee financial expert serving on its Audit Committee. The Audit Committee financial expert is Raymond Stickel, Jr. Mr. Stickel is “independent” within the meaning of that term as used in Form N-CSR.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Fees Billed by Principal Accountant Related to the Registrant

          PWC billed the Registrant aggregate fees for services rendered to the Registrant for the last two fiscal years as follows:

			Percentage of Fees					Percentage of Fees
			Billed Applicable to					Billed Applicable to
			Non-Audit Services					Non-Audit Services
	Fees Billed for		Provided for fiscal					Provided for fiscal
	Services Rendered		year end 2009			Fees Billed for		year end 2008
	to the Registrant for		Pursuant to Waiver			Services Rendered to		Pursuant to Waiver of
	fiscal		of Pre-Approval			the Registrant for		Pre-Approval
	year end 2009		Requirement(1)			fiscal year end 2008		Requirement(1)
Audit Fees	$	296,528		N/A		$	274,861		N/A
Audit-Related Fees	$	0		0	%	$	0		0	%
Tax Fees(2)	$	53,482		0	%	$	49,351		0	%
All Other Fees	$	0		0	%	$	0		0	%
Total Fees	$	350,010		0	%	$	324,212		0	%

PWC billed the Registrant aggregate non-audit fees of $53,482 for the fiscal year ended 2009, and $49,351 for the fiscal year ended 2008, for non-audit services rendered to the Registrant.

(1)

With respect to the provision of non-audit services, the pre-approval requirement is waived pursuant to a de minimis exception if (i) such services were not recognized as non-audit services by the Registrant at the time of engagement, (ii) the aggregate amount of all such services provided is no more than 5% of the aggregate audit and non-audit fees paid by the Registrant during a fiscal year; and (iii) such services are promptly brought to the attention of the Registrant’s Audit Committee and approved by the Registrant’s Audit Committee prior to the completion of the audit.

(2)

Tax Fees for the fiscal year end October 31, 2009 includes fees billed for reviewing tax returns and consultation services. Tax fees for fiscal year end October 31, 2008 includes fees billed for reviewing tax returns and consultation services.

Fees Billed by Principal Accountant Related to Invesco Aim and Invesco Aim Affiliates

     PWC billed Invesco Aim Advisers, Inc. (“Invesco Aim”), the Registrant’s adviser, and any entity controlling, controlled by or under common control with Invesco Aim that provides ongoing services to the Registrant (“Invesco Aim Affiliates”) aggregate fees for pre-approved non-audit services rendered to Invesco Aim and Invesco Aim Affiliates as follows:

	Fees Billed for Non-					Fees Billed for Non-
	Audit Services					Audit Services
	Rendered to Invesco		Percentage of Fees			Rendered to Invesco		Percentage of Fees
	Aim and Invesco Aim		Billed Applicable to			Aim and Invesco Aim		Billed Applicable to
	Affiliates for fiscal		Non-Audit Services			Affiliates for fiscal		Non-Audit Services
	year end 2009 That		Provided for fiscal year			year end 2008 That		Provided for fiscal year
	Were Required		end 2009 Pursuant to			Were Required		end 2008 Pursuant to
	to be Pre-Approved		Waiver of Pre-			to be Pre-Approved		Waiver of Pre-
	by the Registrant’s		Approval			by the Registrant’s		Approval
	Audit Committee		Requirement(1)			Audit Committee		Requirement(1)
Audit-Related Fees	$	0		0	%	$	0		0	%
Tax Fees	$	0		0	%	$	0		0	%
All Other Fees	$	0		0	%	$	0		0	%
Total Fees(2)	$	0		0	%	$	0		0	%

(1)	With respect to the provision of non-audit services, the pre-approval requirement is waived pursuant to a de minimis exception if (i) such services were not recognized as non-audit services by the Registrant at the time of engagement, (ii) the aggregate amount of all such services provided is no more than 5% of the aggregate audit and non-audit fees paid by the Registrant, Invesco Aim and Invesco Aim Affiliates during a fiscal year; and (iii) such services are promptly brought to the attention of the Registrant’s Audit Committee and approved by the Registrant’s Audit Committee prior to the completion of the audit.
(2)	Including the fees for services not required to be pre-approved by the registrant’s audit committee, PWC billed Invesco Aim and Invesco Aim Affiliates aggregate non-audit fees of $0 for the fiscal year ended 2009, and $0 for the fiscal year ended 2008, for non-audit services rendered to Invesco Aim and Invesco Aim Affiliates.
	The Audit Committee also has considered whether the provision of non-audit services that were rendered to Invesco Aim and Invesco Aim Affiliates that were not required to be pre-approved pursuant to SEC regulations, if any, is compatible with maintaining the principal accountant’s independence.

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES
POLICIES AND PROCEDURES
As adopted by the Audit Committees of
the AIM Funds (the “Funds”)
Last Amended September 18, 2006

Statement of Principles

Under the Sarbanes-Oxley Act of 2002 and rules adopted by the Securities and Exchange Commission (“SEC”) (“Rules”), the Audit Committees of the Funds’ (the “Audit Committee”) Board of Trustees (the “Board”) are responsible for the appointment, compensation and oversight of the work of independent accountants (an “Auditor”). As part of this responsibility and to assure that the Auditor’s independence is not impaired, the Audit Committees pre-approve the audit and non-audit services provided to the Funds by each Auditor, as well as all non-audit services provided by the Auditor to the Funds’ investment adviser and to affiliates of the adviser that provide ongoing services to the Funds (“Service Affiliates”) if the services directly impact the Funds’ operations or financial reporting. The SEC Rules also specify the types of services that an Auditor may not provide to its audit client. The following policies and procedures comply with the requirements for pre-approval and provide a mechanism by which management of the Funds may request and secure pre-approval of audit and non-audit services in an orderly manner with minimal disruption to normal business operations.

Proposed services either may be pre-approved without consideration of specific case-by-case services by the Audit Committees (“general pre-approval”) or require the specific pre-approval of the Audit Committees (“specific pre-approval”). As set forth in these policies and procedures, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committees. Additionally, any fees exceeding 110% of estimated pre-approved fee levels provided at the time the service was pre-approved will also require specific approval by the Audit Committees before payment is made. The Audit Committees will also consider the impact of additional fees on the Auditor’s independence when determining whether to approve any additional fees for previously pre-approved services.

The Audit Committees will annually review and generally pre-approve the services that may be provided by each Auditor without obtaining specific pre-approval from the Audit Committee. The term of any general pre-approval runs from the date of such pre-approval through September 30^th of the following year, unless the Audit Committees consider a different period and state otherwise. The Audit Committees will add to or subtract from the list of general pre-approved services from time to time, based on subsequent determinations.

The purpose of these policies and procedures is to set forth the guidelines to assist the Audit Committees in fulfilling their responsibilities.

Delegation

The Audit Committees may from time to time delegate pre-approval authority to one or more of its members who are Independent Trustees. All decisions to pre-approve a service by a delegated member shall be reported to the Audit Committee at its next quarterly meeting.

Audit Services

The annual audit services engagement terms will be subject to specific pre-approval of the Audit Committees. Audit services include the annual financial statement audit and other procedures such as tax provision work that is required to be performed by the independent auditor to be able to form an opinion on the Funds’ financial statements. The Audit Committee will obtain, review and consider sufficient information concerning the proposed Auditor to make a reasonable evaluation of the Auditor’s qualifications and independence.

In addition to the annual Audit services engagement, the Audit Committees may grant either general or specific pre-approval of other audit services, which are those services that only the independent auditor reasonably can provide. Other Audit services may include services such as issuing consents for the

inclusion of audited financial statements with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.

Non-Audit Services

The Audit Committees may provide either general or specific pre-approval of any non-audit services to the Funds and its Service Affiliates if the Audit Committees believe that the provision of the service will not impair the independence of the Auditor, is consistent with the SEC’s Rules on auditor independence, and otherwise conforms to the Audit Committee’s general principles and policies as set forth herein.

Audit-Related Services

“Audit-related services” are assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s financial statements or that are traditionally performed by the independent auditor. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “Audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; and agreed-upon procedures related to mergers, compliance with ratings agency requirements and interfund lending activities.

Tax Services

“Tax services” include, but are not limited to, the review and signing of the Funds’ federal tax returns, the review of required distributions by the Funds and consultations regarding tax matters such as the tax treatment of new investments or the impact of new regulations. The Audit Committee will scrutinize carefully the retention of the Auditor in connection with a transaction initially recommended by the Auditor, the major business purpose of which may be tax avoidance or the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committee will consult with the Funds’ Treasurer (or his or her designee) and may consult with outside counsel or advisors as necessary to ensure the consistency of Tax services rendered by the Auditor with the foregoing policy.

No Auditor shall represent any Fund or any Service Affiliate before a tax court, district court or federal court of claims.

Under rules adopted by the Public Company Accounting Oversight Board and approved by the SEC, in connection with seeking Audit Committee pre-approval of permissible Tax services, the Auditor shall:

1. Describe in writing to the Audit Committees, which writing may be in the form of the proposed engagement letter:

a.	The scope of the service, the fee structure for the engagement, and any side letter or amendment to the engagement letter, or any other agreement between the Auditor and the Fund, relating to the service; and
b.	Any compensation arrangement or other agreement, such as a referral agreement, a referral fee or fee-sharing arrangement, between the Auditor and any person (other than the Fund) with respect to the promoting, marketing, or recommending of a transaction covered by the service;

2.	Discuss with the Audit Committees the potential effects of the services on the independence of the Auditor; and
3.	Document the substance of its discussion with the Audit Committees.

All Other Auditor Services

The Audit Committees may pre-approve non-audit services classified as “All other services” that are not categorically prohibited by the SEC, as listed in Exhibit 1 to this policy.

Pre-Approval Fee Levels or Established Amounts

Pre-approval of estimated fees or established amounts for services to be provided by the Auditor under general or specific pre-approval policies will be set periodically by the Audit Committees. Any proposed fees exceeding 110% of the maximum estimated pre-approved fees or established amounts for pre-approved audit and non-audit services will be reported to the Audit Committees at the quarterly Audit Committees meeting and will require specific approval by the Audit Committees before payment is made. The Audit Committee will always factor in the overall relationship of fees for audit and non-audit services in determining whether to pre-approve any such services and in determining whether to approve any additional fees exceeding 110% of the maximum pre-approved fees or established amounts for previously pre-approved services.

Procedures

On an annual basis, A I M Advisors, Inc. (“AIM”) will submit to the Audit Committees for general pre-approval, a list of non-audit services that the Funds or Service Affiliates of the Funds may request from the Auditor. The list will describe the non-audit services in reasonable detail and will include an estimated range of fees and such other information as the Audit Committee may request.

Each request for services to be provided by the Auditor under the general pre-approval of the Audit Committees will be submitted to the Funds’ Treasurer (or his or her designee) and must include a detailed description of the services to be rendered. The Treasurer or his or her designee will ensure that such services are included within the list of services that have received the general pre-approval of the Audit Committees. The Audit Committees will be informed at the next quarterly scheduled Audit Committees meeting of any such services for which the Auditor rendered an invoice and whether such services and fees had been pre-approved and if so, by what means.

Each request to provide services that require specific approval by the Audit Committees shall be submitted to the Audit Committees jointly by the Fund’s Treasurer or his or her designee and the Auditor, and must include a joint statement that, in their view, such request is consistent with the policies and procedures and the SEC Rules.

Each request to provide tax services under either the general or specific pre-approval of the Audit Committees will describe in writing: (i) the scope of the service, the fee structure for the engagement, and any side letter or amendment to the engagement letter, or any other agreement between the Auditor and the audit client, relating to the service; and (ii) any compensation arrangement or other agreement between the Auditor and any person (other than the audit client) with respect to the promoting, marketing, or recommending of a transaction covered by the service. The Auditor will discuss with the Audit Committees the potential effects of the services on the Auditor’s independence and will document the substance of the discussion.

Non-audit services pursuant to the de minimis exception provided by the SEC Rules will be promptly brought to the attention of the Audit Committees for approval, including documentation that each of the conditions for this exception, as set forth in the SEC Rules, has been satisfied.

On at least an annual basis, the Auditor will prepare a summary of all the services provided to any entity in the investment company complex as defined in section 2-01(f)(14) of Regulation S-X in sufficient detail as to the nature of the engagement and the fees associated with those services.

The Audit Committees have designated the Funds’ Treasurer to monitor the performance of all services provided by the Auditor and to ensure such services are in compliance with these policies and procedures. The Funds’ Treasurer will report to the Audit Committee on a periodic basis as to the results of such monitoring. Both the Funds’ Treasurer and management of AIM will immediately report to the chairman of the Audit Committee any breach of these policies and procedures that comes to the attention of the Funds’ Treasurer or senior management of AIM.

Exhibit 1 to Pre-Approval of Audit and Non-Audit Services Policies and Procedures

Conditionally Prohibited Non-Audit Services (not prohibited if the Fund can reasonably conclude that the results of the service would not be subject to audit procedures in connection with the audit of the Fund’s financial statements)

• Bookkeeping or other services related to the accounting records or financial statements of the audit client

• Financial information systems design and implementation

• Appraisal or valuation services, fairness opinions, or contribution-in-kind reports

• Actuarial services

• Internal audit outsourcing services

Categorically Prohibited Non-Audit Services

• Management functions

• Human resources

• Broker-dealer, investment adviser, or investment banking services

• Legal services

• Expert services unrelated to the audit

• Any service or product provided for a contingent fee or a commission

• Services related to marketing, planning, or opining in favor of the tax treatment of confidential transactions or aggressive tax position transactions, a significant purpose of which is tax avoidance

• Tax services for persons in financial reporting oversight roles at the Fund

• Any other service that the Public Company Oversight Board determines by regulation is impermissible.

PwC advised the Funds’ Audit Committee that PwC had identified following matter for consideration under the SEC’s auditor independence rules.

PwC became aware that certain aspects of investment advisory services provided by a PwC network member Firm’s Wealth Advisory Practice to its clients (generally high net worth individuals not associated with Invesco) were inconsistent with the SEC’s auditor independence requirements of the SEC. The technical violations occurred as a result of professionals of the Wealth Advisory Practice making a single recommendation of an audit client’s product to its clients rather than also identifying one or more suitable alternatives for the Wealth Advisory Practice’s client to consider. The Wealth Advisory Practice also received commissions from the fund manager. With respect to Invesco and its affiliates, there were 33 cases of single product recommendation and 20 cases of commissions received totaling approximately £7,000. These violations occurred over a two year period and ended in November 2007.

It should be noted that at no time did The Wealth Advisory Practice recommend products on behalf Invesco and its affiliates. Additionally, members of the audit engagement team were not aware of these violations or services; the advice provided was based on an understanding of the investment objectives of the clients of the Wealth Advisory Practice and not to promote the Company and its affiliates, and the volume and nature of the violations were insignificant. Although PwC received commissions, PwC derived no economic benefit from the commission as any commissions received were deducted from the time based fees charged to the investor client and created no incentive for PwC to recommend the investment.

PwC advised the Audit Committee that it believes its independence had not been adversely affected as it related to the audits of the Funds by this matter. In reaching this conclusion, PwC noted that during the time of its audits, the engagement team was not aware of the services provided and noted the insignificance of the services provided. Based on the foregoing, PwC did not believe this matter affected PwC’s ability to act objectively and impartially and to issue a report on financial statements as the Funds’ independent auditor,

and, believes that a reasonable investor with knowledge of all the facts would agree with this conclusion.

Based upon PwC’s review, discussion and representations above, the audit committee, in its business judgment, concurred with PwC’s conclusions in relation to its independence.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS.

Investments in securities of unaffiliated issuers is included as part of the reports to stockholders filed under Item 1 of this Form.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

ITEM 11. CONTROLS AND PROCEDURES.

(a)

As of December 15, 2009, an evaluation was performed under the supervision and with the participation of the officers of the Registrant, including the PEO and PFO, to assess the effectiveness of the Registrant’s disclosure controls and procedures, as that term is defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”), as amended. Based on that evaluation, the Registrant’s officers, including the PEO and PFO, concluded that, as of December 15, 2009, the Registrant’s disclosure controls and procedures were reasonably designed to ensure: (1) that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission; and (2) that material information relating to the Registrant is made known to the PEO and PFO as appropriate to allow timely decisions regarding required disclosure.

(b)

There have been no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS.

12(a)(1) Code of Ethics.

12(a) (2)	Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940.
12(a) (3)	Not applicable.
12(b)	Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(b) under the Investment Company Act of 1940.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant: AIM Equity Funds
By:	/s/ PHILIP A. TAYLOR
	Philip A. Taylor
	Principal Executive Officer

Date: January 7, 2010

Pursuant to the requirements of the Securities and Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/ PHILIP A. TAYLOR
	Philip A. Taylor
	Principal Executive Officer

Date: January 7, 2010

By:	/s/ Sheri Morris
	Sheri Morris
	Principal Financial Officer

Date: January 7, 2010

EXHIBIT INDEX

12(a)(1)	Code of Ethics.
12(a)(2)	Certifications of principal executive officer and principal Financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940.
12(a)(3)	Not applicable.
12(b)	Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(b) under the Investment Company Act of 1940.