1 As filed with the Securities and Exchange Commission on December 15, 1998 Registration No. 333-68109 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRE-EFFECTIVE AMENDMENT NO. _1_ [X] POST-EFFECTIVE AMENDMENT NO. ___ [ ] (Check appropriate box or boxes) ---------------- AIM INVESTMENT FUNDS (Exact name of Registrant as Specified in Charter) 11 GREENWAY PLAZA, SUITE 100, HOUSTON, TX 77046 (Address of Principal Executive Offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 626-1919 COPY TO: Jeffrey H. Kupor, Esq. Arthur J. Brown, Esq. A I M Advisors, Inc. R. Darrell Mounts, Esq. 11 Greenway Plaza, Suite 100 Kirkpatrick & Lockhart LLP Houston, Texas 77046 1800 Massachusetts Avenue, N.W., (Name and Address of Agent for 2nd Floor Service) Washington, D.C. 20036 APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT 2 SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. 3 NO FILING FEE IS REQUIRED BECAUSE, PURSUANT TO RULE 24f-2 UNDER THE INVESTMENT COMPANY ACT OF 1940, REGISTRANT HAS PREVIOUSLY REGISTERED AN INDEFINITE NUMBER OF SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE, PURSUANT TO A REGISTRATION STATEMENT ON FORM N-1A (FILE NO. 33-19338). THE REGISTRANT WILL FILE A NOTICE UNDER RULE 24f-2 FOR ITS FISCAL YEAR ENDED OCTOBER 31, 1998 ON OR BEFORE JANUARY 29, 1999. ================================================================================ CROSS REFERENCE SHEET (AS REQUIRED BY RULE 481(a) UNDER THE SECURITIES ACT OF 1933) N-14 Item No. Location in and Caption Prospectus/Proxy Statement - ----------- -------------------------- PART A Item 1. Beginning of Registration Statement and Outside Front Cover Page of Prospectus.......................................................... Cover Page of Registration Statement; Front Cover Page of Prospectus Item 2. Beginning and Outside Back Cover Page of Prospectus.................... Table of Contents Item 3. Fee Table, Synopsis Information and Risk Factors....................... Synopsis; Risk Factors Item 4. Information about the Transaction...................................... Reasons for the Transaction; Synopsis; Additional Information About the Reorganization; Capitalization; Appendix I Item 5. Information about the Registrant....................................... Front Cover Page of Prospectus; Synopsis; Risk Factors; Incorporation of Documents by Reference in the Prospectus; Comparison of Investment Objectives and Policies; Financial Highlights; Additional Information about Developing Markets Fund and Emerging Markets Fund; Appendix II Item 6. Information about the Company Being Acquired........................... Front Cover Page of Prospectus; Incorporation of Documents by Reference in the Prospectus; 4 Comparison of Investment Objectives and Policies, Financial Highlights; Additional Information about Developing Markets Fund and Emerging Markets Fund Item 7. Voting Information..................................................... Prospectus Cover Page; Notice of Meeting of Shareholders; Introduction; Ownership of Developing Markets Fund and Emerging Markets Fund Shares Item 8. Interest of Certain Persons and Experts................................ Not Applicable Item 9. Additional Information Required for Reoffering by Persons Deemed to be Underwriters.................................................... Not Applicable PART B Statement of Additional Information Caption ------------------- Item 10. Cover Page............................................................ Cover Page of Statement of Additional Information Item 11. Table of Contents..................................................... Not Applicable Item 12. Additional Information about the Registrant........................... Statement of Additional Information of AIM Developing Markets Fund dated September 8, 1998 Item 13. Additional Information about the Company Being Acquired............... Not Applicable Item 14. Financial Statements.................................................. Financial Statements as noted in the Statement of Additional Information PART C Information required to be included in Part C is set forth under the appropriate item, so numbered, in Part C of this Registration Statement. 5 AIM DEVELOPING MARKETS FUND AIM EMERGING MARKETS FUND PORTFOLIOS OF AIM INVESTMENT FUNDS 11 Greenway Plaza, Suite 100 Houston, Texas 77046-1173 Toll Free: (800) 347-4246 STATEMENT OF ADDITIONAL INFORMATION (1999 Special Meeting of Shareholders of AIM Emerging Markets Fund) This Statement of Additional Information is not a prospectus, but should be read in conjunction with the Combined Proxy Statement and Prospectus dated December ___, 1998 of AIM Investment Funds (the "Company") for use in connection with the Special Meeting of Shareholders of AIM Emerging Markets Fund ("Emerging Markets Fund") to be held on February ___, 1999. Copies of the Combined Proxy Statement and Prospectus may be obtained at no charge by writing the Company at the address shown above or by calling 1-800-347-4246. Unless otherwise indicated, capitalized terms used herein and not otherwise defined have the same meanings as are given to them in the Combined Proxy Statement and Prospectus. A Statement of Additional Information for the Company dated September 8, 1998, as supplemented on September 28, 1998, has been filed with the Securities and Exchange Commission and is attached hereto as Appendix I which is incorporated herein by this reference. The date of this Statement of Additional Information is December ___, 1998. TABLE OF CONTENTS Appendix I - AIM Investment Funds Statement of Additional Information Appendix II - AIM Developing Markets Fund Annual Report Appendix III - AIM Emerging Markets Fund Annual Report Appendix IV - Pro Forma Financial Statements 6 AIM EMERGING MARKETS FUND AIM DEVELOPING MARKETS FUND PORTFOLIOS OF AIM INVESTMENT FUNDS 11 GREENWAY PLAZA, SUITE 100 HOUSTON, TEXAS 77046-1173 TOLL FREE: (800) 347-4246 This Pre-Effective Amendment No. 1 to the Registration Statement on Form N-14 filed on November 30, 1998 (File No. 333-68109) hereby incorporates by reference the Combined Proxy Statement and Prospectus and all other documents filed with such Registration Statement. 7 APPENDIX II ANNUAL REPORT / OCTOBER 31 1998 AIM DEVELOPING MARKETS FUND [Cover Artwork] [AIM Logo] Invest with DISCIPLINE--Registered Trademark-- 8 Mural from the temple of longing by Paul Klee. Paul Klee's art was transformed by a trip he took to Tunisia in 1914, where he was awed by the landscape's beautifully [Artwork] intense color and light. Klee brought those qualities to his own work, creating imaginative, light-filled paintings like the one on the cover. Radiating with optimism and energy, Klee's Mural is a fitting emblem for the dynamic growth pushing today's emerging markets into the 21st century. AIM Developing Markets Fund is for shareholders who seek long-term growth of capital and secondarily seek income, to the extent consistent with the goal of capital appreciation. The Fund primarily invests in developing market equity securities, but may also invest in developing market debt securities. ABOUT FUND PERFORMANCE AND PORTFOLIO DATA THROUGHOUT THIS REPORT: o AIM Developing Markets Fund (formerly GT Global Developing Markets Fund) performance figures are historical and reflect reinvestment of all distributions and changes in net asset value. Unless otherwise indicated, the Fund's performance is computed at net asset value without a sales charge. o During the fiscal year ended October 31, 1998, Class A shares paid distributions of $0.60 per share, Class B shares paid $0.59 per share, and Advisor Class Shares paid $0.60 per share. o When sales charges are included in performance figures, Class A share performance reflects the maximum 4.75% sales charge, and Class B 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 performance of the Fund's Class B shares will differ from that of Class A shares due to differences in sales charge structure and Fund expenses. o Advisor Class shares are not sold directly to the general public and are available only through certain employee benefit plans, financial institutions and other entities that have entered into specific agreements with the Fund's Distributor. Please see the Fund's prospectus for more complete information. o The Fund's investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. o International investing presents certain risks not associated with investing solely in the United States. These include risks relating to fluctuations in the value of the U.S. dollar relative to the values of other currencies, the custody arrangements made for the Fund's foreign holdings, differences in accounting, political risks, and the lesser degree of public information required to be provided by non-U.S. companies. ABOUT INDEXES AND OTHER PERFORMANCE BENCHMARKS CITED IN THIS REPORT: o The IFC Investable Composite Index is a market value-weighted average of the performance of the securities listed on the exchange of 29 countries. It includes the effect of reinvested dividends and is measured in U.S. dollars. o The MSCI Emerging Markets Free Index is a group of unmanaged securities from emerging markets tracked by Morgan Stanley Capital International. A "free" index includes only securities available to non-domestic investors. o An investment cannot be made in any index listed. Unless otherwise indicated, index results include reinvested dividends and do not reflect sales charges MUTUAL FUNDS, ANNUITIES, AND OTHER INVESTMENTS ARE NOT INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY; ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR GUARANTEED BY, ANY BANK OR ANY AFFILIATE; AND ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED. This report may be distributed only to current shareholders or to persons who have received a current prospectus of the Fund. AIM DEVELOPING MARKETS FUND 9 ANNUAL REPORT / CHAIRMAN'S LETTER [PHOTO OF CHARLES T. BAUER, CHAIRMAN OF THE BOARD OF THE FUND APPEARS HERE.] Chairman's Letter Dear Fellow Shareholder: During the fiscal year covered by this report, a variety of events converged to produce harsh market conditions in several sectors and geographic areas: fallout from currency devaluations in Southeast Asia, the seemingly intractable downturn in Japan, Russia's default on much of its foreign debt, fear that Latin America could be engulfed by the world's difficulties, and the virtual collapse of commodity prices as worldwide economic growth faltered and many nations slipped into recession. We understand how unnerving it is to have an investment lose value. While the difficult market environment helps explain much of your Fund's poor performance, it is not the whole story. When we added the former GT Global funds to our fund family late in the fiscal year, we understood that several of them needed to bolster their performance substantially. We also recognized their significant long-term potential, and now that we are the funds' investment adviser, we will strive to see that potential realized. Where necessary, we have begun to make the changes in management and investment strategy we believe will enhance your Fund's performance. We intend to continue managing your Fund with the careful oversight and disciplined investment strategy used in all AIM funds, and we hope you will share our patience as investors while we work to improve your Fund's performance. On the pages that follow, your Fund's management team offers more detailed discussion of how markets behaved, how they managed the portfolio during the fiscal year, and what they foresee for your Fund and the markets where it invests. We hope you find their discussion informative. INVESTING FUNDAMENTALS UNCHANGED The abrupt reversals of market sentiment during this reporting period reinforce our conviction that markets are unpredictable in the short term. Since even the best money managers cannot know exactly when to enter and exit a market, we remain convinced that the wisest strategy is to stay fully invested despite volatility and short-term disappointment. However difficult many markets have been this fiscal year, the fundamental principles of investing are unchanged: o broad portfolio diversification, in which this Fund is part of a complete investment strategy designed with your personal financial goals in mind; o realistic expectations, recognizing that the potential for downturns is always present; and o as always, long-term thinking. Your financial consultant is your best resource for helping you construct a diversified portfolio, weather turbulent markets, and keep your eye on your long-term goals. We are pleased to send you this report on your Fund's fiscal year. If you have any questions or comments, please contact our Client Services department at 800-959-4246 or e-mail your inquiry to us at general@aimfunds.com. You can access information about your account through our AIM Investor Line at 800-246-5463 or on our Web site, www.aimfunds.com. We often post market updates on our Web site. We thank you for your continued participation in The AIM Family of Funds--Registered Trademark--. WE INTEND TO CONTINUE MANAGING YOUR FUND WITH THE CAREFUL OVERSIGHT AND DISCIPLINED INVESTMENT STRATEGY USED IN ALL AIM FUNDS. Sincerely, /s/ CHARLES T. BAUER Charles T. Bauer Chairman AIM DEVELOPING MARKETS FUND 10 ANNUAL REPORT / MANAGERS' OVERVIEW FUND ENDURES TUMULTUOUS YEAR IN EMERGING MARKETS GLOBAL MARKET VOLATILITY DOMINATED FINANCIAL NEWS IN 1998. HOW DID THE FUND PERFORM IN THIS ENVIRONMENT? We have been in a very challenging environment over the last year. The Fund has suffered from the particular crises hitting individual countries, but it has also been hurt by the increasingly negative perception of the riskiness of emerging market investing. Results for the fiscal year ended October 31, 1998 were quite disappointing. Total return was -37.09% for Class A shares. In comparison, the MSCI Emerging Markets Free Index had a return of -30.98%. Since their inception on November 3, 1997, Class B shares had a cumulative total return of -39.76%. WHY WAS MARKET TURMOIL SO PERVASIVE? The chain reaction started in Asia. Devalued currencies plus billions in bad loans curtailed the region's ability to purchase goods and raw materials from the world's sellers. When Asian companies flooded global commodities markets with their inventories to produce desperately needed revenues, the combination of oversupply and weakened demand caused prices to plummet, contributing to worldwide deflation. Meanwhile, investors worried over news of Russia's overwhelming government debt and the speculative borrowing practiced by its private banks. The situation was especially troubling because it was set against a backdrop of weakening oil and commodity prices. In August, Russia attempted to stabilize the banking system by floating the ruble and suspending repayment of much of its foreign debt. These events spurred a worldwide flight to quality, resulting in a broad-based selloff. Even though Russia has a relative ly small economy and engages in just a tiny portion of world trade, many investors sustained millions of dollars in losses from their exposure to both its debt and its equity markets. In the wake of the Asian and Russian crises, investors began to reduce their exposure to emerging markets. Latin America as well as the more open markets in the Emerging EMEA (Europe, Middle East, and Africa) region suffered both from investor flight and from the associated rising interest rates. WHAT IS YOUR OVERALL STRATEGY IN MANAGING THE FUND? First we determine the portfolio's target country allocations through a top-down process that evaluates and scores countries based on their economic growth, monetary cycle, government policy, and overall earnings growth. Our stock research and selection process identifies stocks demonstrating growth, but at a reasonable price. We then adjust our top-down allocation depending on the availability of stocks suitable for investment in a particular country or sector. OUR STOCK RESEARCH AND SELECTION PROCESS IDENTIFIES STOCKS DEMONSTRATING GROWTH, BUT AT A REASONABLE PRICE. WHAT ARE THE MOST SIGNIFICANT CHANGES YOU'VE MADE IN THE PORTFOLIO RECENTLY? The most important strategy we've taken in the last few months has been to concentrate the portfolio in the markets and stocks where we are most confident about the growth and valuation outlook. We've deliberately reduced the breadth of holdings, and we've eliminated exposure to such highly unstable markets as Pakistan, Sri Lanka, the Philippines, Thailand, and Malaysia. We've also virtually eliminated the Fund's exposure to Russia. We don't expect to invest in the Russian market until the political and economic environment has stabilized. YOUR LARGEST COUNTRY ALLOCATIONS ARE IN LATIN AMERICA. WHY DID YOU FAVOR THIS REGION? Despite recent market turbulence, we still believe in Latin America's long-term potential. Relative to Asia, Latin America stands to perform much better because of its more favorable trade ties to the United States. The governments of the major economies in Latin America continue to emphasize responsible fiscal and monetary policies. We feel that many are truly committed to reform and deregulation. In fact, we've already witnessed important restructuring efforts in the banking industries of several Latin American countries and the first stages of fiscal reform in Brazil. WHICH STOCKS DID YOU LIKE? In Brazil, we own a number of privatization candidates. Many of the larger utilities in Brazil appear undervalued given the strong medium-term growth prospects for the economy. We emphasized oil and natural resource stocks because they ben- See important Fund and index disclosures inside front cover. AIM DEVELOPING MARKETS FUND 11 ANNUAL REPORT / MANAGERS' OVERVIEW PORTFOLIO COMPOSITION As of October 31, 1998, based on total net assets TOP 10 PORTFOLIO HOLDINGS 1. Telecomunicacoes Brasileiras S.A. (Brazil) 4.3% (Telebras) Preferred- ADR 2. Telefonos de Mexico, S.A. de C.V. "L" - ADR (Mexico) 3.0 3. Merrill Lynch - Kospi 200 Call Warrants, due 9/9/99 (United States) 2.9 4. Petroleo Brasileiro, S.A. (Petrobras) Preferred (Brazil) 2.3 5. Companhia Energetica de Minas Gerais (CEMIG) - ADR (Brazil) 2.2 6. South African Breweries Ltd. (South Africa) 2.0 7. Hellenic Telecommunication Organization S.A. (OTE) (Greece) 1.9 8. Magyar Tavkozlesi Rt. - ADR (Hungary) 1.8 9. Grupo Carso, S.A. de C.V. "A1" (Mexico) 1.8 10. MISR Elgadida for Housing and Reconstruction (Egypt) 1.8 TOP 10 INDUSTRIES TOP 10 COUNTRIES 1. Services 20.2% 1. Mexico 16.3% 2. Finance 15.0 2. Brazil 16.1 3. Energy 9.7 3. South Africa 6.9 4. Consumer Non-Durables 9.5 4. Argentina 6.9 5. Materials/Basic Industry 8.3 5. India 6.2 6. Multi-Industry/Miscellaneous 6.7 6. Taiwan 5.9 7. Technology 4.3 7. Greece 5.8 8. Capital Goods 2.9 8. Egypt 5.7 9. Health Care 1.9 9. United States 5.3 10. Consumer Durables 0.6 10. Israel 4.2 Please keep in mind that the Fund's portfolio is subject to change and there is no assurance the Fund will continue to hold any particular security. efit from U.S. dollar revenues and from privatization efforts, which should encourage greater operating efficiency. We also liked Brazil's utilities such as Companhia Energetica de Minas Gerais (CEMIG), provider of electric power to the Brazilian state of Minas Gerais. With political uncertainties now reduced, such stocks have attracted investor interest once again. Our largest country allocation was in Mexico, which we believe will show relatively stable economic growth into 1999. We've focused on blue chips as well as stocks that stand to benefit from the large devaluation of the peso. Although earnings will certainly be affected this year by the monetary correction, it should help the competitive position of companies like Fomento Economico Mexicano, S.A. de C.V., a soft-drink producer that exports to 63 countries around the world. WHERE ELSE DID YOU FIND OPPORTUNITIES? One of the advantages of a global emerging markets portfolio is its diversity. We have found a number of investments that were relatively sheltered from global economic difficulties. For example, Hindustan Lever, one of the largest low-end consumer good manufacturers in India, has announced better-than-anticipated earnings expectations. The company makes soap, toothpaste, and other personal care products. Global volatility has created good buying opportunities in such smaller markets as Egypt and Morocco, which have demonstrated relatively strong growth, falling interest rates, a decline in inflation, and attractive valuations. Similarly, problems in Russia have affected the prices of some of Eastern Europe's more attractive stocks. For instance, Magyar Olaj-es Gazipari (MOL)-the gas distributor in Hungary, and KREDYT BANK of Poland are both strong stocks that we believe are trading at a discount. We've raised our weighting in Greece, which is committed to joining Europe's Economic and Monetary Union (EMU). In anticipation of that goal, the country has made major strides in economic and fiscal reform. An example of a Greek company we liked is Stet Hellas, a cellular company that has shown very strong earnings growth in recent quarters. WHAT ABOUT EMERGING-MARKETS DEBT? Political and currency instabilities have kept us in a cautious mode with this asset class. At the end of the reporting period, just over 11% of the portfolio was in foreign government and government agency obligations. The largest allocation went to Mexican government debt; the remainder was spread across several Eastern European and Latin American countries. We have very limited exposure to corporate bonds, with a scattering of holdings in Argentina, Brazil, and a few other countries. WHAT IS YOUR OUTLOOK FOR EMERGING MARKETS AND FOR THE FUND? Although we expect growth to be disappointing over the next year, we believe that emerging markets continue to offer a long-term investment option for the most aggressive investors. The fundamentals driving growth in emerging markets are still there: consumption, industrialization, a maturing financial services industry, and continuing investment in infrastructure. Emerging markets potentially can offer earnings growth rates that exceed those in developed countries; however, there are also many more risks associated with this type of investment. We urge you to read your prospectus for more information about the Fund's objectives, strategies, and risks. See important Fund and index disclosures inside front cover. AIM DEVELOPING MARKETS FUND 12 ANNUAL REPORT / PERFORMANCE HISTORY YOUR FUND'S LONG-TERM PERFORMANCE RESULTS OF A $10,000 INVESTMENT AIM DEVELOPING MARKETS FUND VS. BENCHMARK INDEXES 1/11/94-10/31/98 MSCI Emerging IFC Investable AIM Developing Markets Composite Markets Fund Free Index Index 1/11.94 $9,524 $10,000 $10,000 4/30/94 7,943 8,922 8,601 10/31/94 9,314 10,641 10,176 4/30/95 7,250 8,494 7,776 10/31/95 7,664 8,573 7,782 4/30/96 9,036 9,716 8,963 10/31/96 9,581 9,130 8,598 4/30/97 10,511 10,133 9,433 10/31/97 9,092 8,356 7,735 4/30/98 9,427 8,660 8,018 10/31/98 5,720 5,767 5,503 Past performance cannot guarantee comparable future results. AVERAGE ANNUAL TOTAL RETURNS For periods ended October 31, 1998, including sales charges CLASS A SHARES Inception (1/11/94) -10.98% 1 year -40.09* CLASS B SHARES Inception (11/3/97) -42.63%** ADVISOR CLASS SHARES (sales charges do not apply) Inception (11/3/97) -39.21%*** *-37.09%, excluding sales charges **-39.76%, excluding CDSC. Total return provided is cumulative total return that has not been annualized. ***Total return provided is cumulative total return that has not been annualized. Sources: Towers Data Systems Hypo--Registered Trademark-- and Bloomberg. Your Fund's total return includes sales charges, expenses, and management fees. The performance of the Fund's Class B and Advisor Class shares will differ from Class A shares due to differing fees and expenses. For Fund data performance calculations and descriptions of indexes cited on this page, please refer to the inside front cover. On October 31, 1997, shareholders of record as of a certain date of GT Global Developing Markets Fund, Inc., a closed-end fund, became Class A shareholders of the Fund, an open-end fund. Performance of Class A shares prior to November 1, 1997 reflects the different fees and expenses of the closed-end fund. MARKET VOLATILITY CAN SIGNIFICANTLY IMPACT SHORT-TERM PERFORMANCE. RESULTS OF AN INVESTMENT MADE TODAY MAY DIFFER SUBSTANTIALLY FROM THE HISTORICAL PERFORMANCE SHOWN. ABOUT THIS CHART The chart above compares your Fund's Class A shares to benchmark indexes. Use of these indexes is intended to give you a general idea of your Fund's comparative performance. It is important to understand the differences between your Fund and these indexes. An index measures performance of a hypothetical portfolio. A market index such as the MSCI Emerging Markets Free Index is not managed and incurs no sales charges, expenses, or fees. If you could buy all the securities that make up a market index, you would incur expenses that would affect your investment's return. Since the last reporting period, AIM Developing Markets Fund has elected to use the MSCI Emerging Markets Free Index as one of its benchmarks. This index more closely reflects the performance of the securities in which the Fund invests. The Fund will no longer be measured against the IFC Investable Composite Index, the index published in previous reports to shareholders. Because this is the first reporting period since we have adopted the new index, SEC guidelines require that we compare the Fund's performance to both the old and the new index. AIM DEVELOPING MARKETS FUND 13 ANNUAL REPORT / FOR CONSIDERATION TAKE A CLOSER LOOK AT MARKET INDEXES You step into your car after work and hear the radio announcer say, "The market was down 200 points today." Instantly you start to worry. But should you? The question is, what exactly is "the market"? And how are your investments going to be affected by it? You need the facts, and fast. Market indexes are a good place to start. They can help you gauge how your investments are performing. "The market" actually is much broader than newspapers and television reports make it out to be. The media often report movements in the Dow Jones Industrial Average (the Dow) as indicative of the market as a whole. But the Dow is made up of just 30 stocks; the U.S. market is made up of more than 12,000 stocks traded on the New York Stock Exchange, regional exchanges, and over the counter. The Dow only measures the performance of the largest American companies. If you're like most investors, you've got a range of investments across market segments, not just blue-chip stocks. The best way to compare your investments to their peers in the marketplace is to find the right index. An index measures the performance of a particular group of stocks. But keep in mind, there is rarely a perfect match between the stocks in a mutual fund and the stocks in an index. Indexes and funds have different purposes. Mutual funds select stocks based on their past performance or future potential. Indexes pick stocks based on their ability to act as reliable measuring tools. For example, index makers for the S&P 500 look for actively traded, widely owned stocks that reflect the active stock market. There are other important differences between a fund and an index. You cannot invest directly in an index. Because indexes are unmanaged, they incur no sales charges, expenses, or fees. Even if you bought all the securities making up an index, your transaction expenses would lower your investment returns. As you follow the various indexes, you'll notice that their tracks often diverge. When large-caps are up, small-caps or overseas stocks are down-and vice THE USUAL INDEXES THE DOW JONES INDUSTRIAL AVERAGE WHAT IT IS: In its 102-year history, the Dow always has focused on the largest, most successful U.S. companies. The types of firms in the index have changed drastically over the years--from the cotton companies of the 19th century to the computer icons of the 20th. The 30 stocks now in the Dow include household names such as International Business Machines Corp., Boeing Co., McDonald's Corp., and Walt Disney Co. WHAT IT TELLS YOU: While stocks in the Dow make up about 20% of the value of all U.S. stocks, the index leaves out many sectors of the market. For most mutual fund investors, the Dow is an inadequate and often inappropriate measure of comparison. Use it to check the pulse of American big business, but look elsewhere for a more inclusive market view. S&P 500 WHAT IT IS: The S&P 500 (Standard & Poor's Composite Index of 500 Stocks) is often used as a gauge of the whole market. But it measures only 500 stocks in the large-capitalization portion of the U.S. stock market. Included in the index are Apple Computer, Hilton Hotels, NIKE Inc., and Pennzoil Co. WHAT IT TELLS YOU: The S&P 500 is useful for evaluating a fund that invests in large-capitalization U.S. stocks. It's a poor gauge for others funds, such as a small-cap aggressive growth fund. Keep in mind that the S&P 500 is very concentrated. The top 50 companies represent half the S&P 500's assets. For the past few years, the total return of the S&P 500 has been unusually high, but much of this performance can be attributed to just a few stocks in the index. Most mutual funds are more diversified than this index. NASDAQ COMPOSITE INDEX WHAT IT IS: The NASDAQ (National Association of Securities Dealers Automated Quotation system) Composite Index measures the performance of all NASDAQ domestic and foreign stocks. Often associated with the over-the-counter market, the index also includes some exchange-listed stocks. More than 5,300 stocks are in the NASDAQ Composite Index. WHAT IT TELLS YOU: Many consider NASDAQ a barometer for small- and mid-cap stocks. However, the index is market-value weighted--each company's stock affects the index in proportion to that company's market value. Large-cap technology stocks such as Microsoft, Intel, and Dell Computer dominate it. The NASDAQ is not a good measure of small- and mid-cap stock performance. It basically tells you how large-cap technology stocks are doing. It is not a suitable index for most mutual funds. AIM DEVELOPING MARKETS FUND 14 ANNUAL REPORT / FOR CONSIDERATION versa. The chart at the right shows calendar-year returns for two domestic and one foreign equity index for the decade 12/31/87 through 12/31/97. The market segments often move out of synch, and performance leadership often rotates from one segment to another. By positioning your investments strategically in various market segments, you're less likely to miss out on the peaks, and you'll be more protected from the valleys. Remember, patience is the key. If you jump in and out of investments, you could miss out on some of the market's best moments. See your financial adviser to build a diversified portfolio suited to fluctuating markets. DIVERGING INDEXES S&P 500 Index Europe-Australasia-Far Russell 2000 Stock Index with Monthly Dividends East Index with Dividends* 12/88 16.55% 25.02% 28.59% 12/89 31.64 16.26 10.8 12/90 -3.09 19.48 23.2 12/91 30.41 46.04 12.5 12/92 7.61 18.41 11.85 12/93 10.06 18.88 32.94 12/94 1.32 -1.82 8.06 12/95 37.54 28.45 11.55 12/96 22.95 16.49 6.36 12/97 33.35 22.36 2.06 Past performance is no guarantee of future investment results. *International investing presents risks not associated with investing solely in the United States. These include risks relating to fluctuation in the value of the U.S. dollar, custody arrangements made for a Fund's foreign holdings, differences in accounting, political risks, and the lesser degree of public information required to be provided by non-U.S. companies. A FEW MORE INDEXES S&P 400 WHAT IT IS: The Standard & Poor's 400 Mid-Cap Index is a relatively new index that dates to 1981 and measures performance of 400 stocks in the mid-capitalization sector of the domestic stock market. Companies in the index include America Online, Inc., CompuWare Corp., Starbucks Corp., and Office Depot. As of July 31, the median market capitalization in the S&P 400 was approximately $1.8 billion, but some stocks in the index have capitalizations as large as $5 billion. WHAT IT TELLS YOU: If your fund invests primarily in mid-caps, this is one of the best benchmarks to use. But keep in mind that the index may include companies smaller or larger than the ones in your fund. RUSSELL 2000 INDEX WHAT IT IS: The Russell 2000 Index measures the performance of small-cap stocks. A total of 2,000 U.S. companies are represented in the index, including such well-known firms as Bally Total Fitness, Bethlehem Steel, Coca-Cola Bottling Co., and Coors Brewing Co. The index, which is cap-weighted, represents about 10% of the U.S. stock market. More than 900 of the stocks in the Russell 2000 trade on either the New York Stock Exchange or the American Stock Exchange. WHAT IT TELLS YOU: The Russell 2000 Index is a very good indicator of small-cap stock performance. It is a true small-cap index with the market value of companies represented in this index ranging from $171.7 million to $1.1 billion. Many mutual funds investing in small-cap stocks use the Russell 2000 as their benchmark index. THE EUROPE, AUSTRALASIA, AND FAR EAST INDEX (EAFE) WHAT IT IS: The EAFE consists of approximately 1,600 foreign stocks tracked by Morgan Stanley Capital International (MSCI). They are listed on stock exchanges in 20 developed countries. Stocks are chosen to reflect 60% of the market capitalization of each country and of each major industry group. WHAT IT TELLS YOU: As international investing has grown, a need has arisen to measure global stock-market performance. The EAFE fulfills this need for developed markets in Europe, Australia and the Far East. It is frequently used as a benchmark for mutual funds investing in stocks in these markets. MSCI also has developed indexes for specific countries and regions and for emerging markets. Since your fund's country allocation may be different from EAFE, you may need to look at a more specific index. An index is not an investment product available for purchase. An index measures the performance of a hypothetical portfolio. An index is not managed, incurring no sales charges, expenses, or fees. If you could buy all the securities that make up a particular index, you would incur expenses that would affect the return on your investment. AIM DEVELOPING MARKETS FUND 15 AIM DEVELOPING MARKETS FUND FINANCIAL STATEMENTS 16 REPORT OF INDEPENDENT ACCOUNTANTS - -------------------------------------------------------------------------------- To the Shareholders of AIM Developing Markets Fund (formerly GT Global Developing Markets Fund) and Board of Trustees of AIM Investment Funds (formerly G.T. Investment Funds, Inc.): In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the AIM Developing Markets Fund at October 31, 1998, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with generally accepted accounting principles. 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 generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 1998 by correspondence with the custodian and brokers, provide a reasonable basis for the opinion expressed above. PRICEWATERHOUSECOOPERS L.L.P. BOSTON, MASSACHUSETTS DECEMBER 11, 1998 F1 17 PORTFOLIO OF INVESTMENTS October 31, 1998 - -------------------------------------------------------------------------------- VALUE % OF NET EQUITY INVESTMENTS COUNTRY SHARES (NOTE 1) ASSETS - -------------------------------------------------------------- -------- ----------- ----------- ------------- Services (20.2%) Telecomunicacoes Brasileiras S.A. (Telebras) Preferred - ADR{\/} ................................................... BRZL 49,291 $ 3,743,034 4.3 TELEPHONE NETWORKS Telefonos de Mexico, S.A. de C.V. "L" - ADR{\/} ............ MEX 50,583 2,671,415 3.0 TELEPHONE NETWORKS Hellenic Telecommunication Organization S.A. (OTE) ......... GREC 74,322 1,690,938 1.9 TELEPHONE NETWORKS Magyar Tavkozlesi Rt. - ADR{\/} ............................ HGRY 59,100 1,588,313 1.8 TELEPHONE NETWORKS Telefonica del Peru S.A. - ADR{\/} ......................... PERU 80,900 1,051,700 1.2 TELEPHONE NETWORKS Cifra, S.A. de C.V. "V"-/- ................................. MEX 748,662 1,015,210 1.2 RETAILERS-OTHER Telefonica de Argentina S.A. - ADR{\/} ..................... ARG 27,528 910,145 1.0 TELEPHONE NETWORKS Telecomunicacoes de Sao Paulo S.A. (TELESP): ............... BRZL -- -- 0.9 TELEPHONE - REGIONAL/LOCAL Common-/- ................................................ -- 7,001,000 760,144 -- Preferred ................................................ -- 150,157 25,177 -- Grupo Televisa, S.A. de C.V. - GDR-/- {\/} ................. MEX 26,700 724,238 0.8 BROADCASTING & PUBLISHING STET Hellas Telecommunications S.A. - ADR-/- {\/} .......... GREC 24,976 655,620 0.7 WIRELESS COMMUNICATIONS Mahanagar Telephone Nigam Ltd. ............................. IND 143,500 620,816 0.7 TELECOM - OTHER Companhia de Saneamento Basico do Estado de Sao Paulo - SABESP .................................................... BRZL 7,132,127 574,014 0.7 BUSINESS & PUBLIC SERVICES Videsh Sanchar Nigam Ltd. - Reg S GDR-/- {c} {\/} .......... IND 37,000 388,500 0.4 TELECOM - OTHER Nortel Inversora S.A. - ADR{\/} ............................ ARG 15,500 344,875 0.4 TELEPHONE NETWORKS Telecom Argentina S.A. - ADR{\/} ........................... ARG 10,300 332,175 0.4 TELEPHONE NETWORKS ONA (Omnium Nord Africain) S.A. "A" ........................ MOR 2,320 301,551 0.3 BUSINESS & PUBLIC SERVICES Bezeq Israeli Telecommunication Corporation Ltd. ........... ISRL 86,900 249,999 0.3 TELEPHONE NETWORKS Blue Square Chain Investments & Properties Ltd.-/- ......... ISRL 14,898 190,525 0.2 RETAILERS-FOOD Indian Hotels Co., Ltd. .................................... IND 50 484 -- LEISURE & TOURISM ----------- 17,838,873 ----------- Finance (15.0%) Liberty Life Association of Africa Ltd. .................... SAFR 88,250 1,515,564 1.7 INSURANCE-LIFE Cathay Life Insurance Co., Ltd. ............................ TWN 301,200 1,065,248 1.2 INSURANCE-LIFE National Bank of Greece S.A. ............................... GREC 6,520 927,124 1.1 BANKS-MONEY CENTER The accompanying notes are an integral part of the financial statements. F2 18 PORTFOLIO OF INVESTMENTS (cont'd) October 31, 1998 - -------------------------------------------------------------------------------- VALUE % OF NET EQUITY INVESTMENTS COUNTRY SHARES (NOTE 1) ASSETS - -------------------------------------------------------------- -------- ----------- ----------- ------------- Finance (Continued) Alpha Credit Bank .......................................... GREC 11,255 $ 900,040 1.0 BANKS-REGIONAL Uniao de Bancos Brasileiros S.A. (Unibanco): ............... BRZL -- -- 0.9 BANKS-MONEY CENTER Units{=} ................................................. -- 14,649,042 480,810 -- GDR{\/} .................................................. -- 18,510 323,925 -- Bank Hapoalim Ltd. ......................................... ISRL 440,500 796,944 0.9 BANKS-MONEY CENTER Grupo Financiero Banamex Accival, S.A. de C.V. "B"-/- ...... MEX 691,100 718,257 0.8 BANKS-MONEY CENTER BIG Bank Gdanski S.A. - Reg S GDR{c} {\/} .................. POL 43,000 692,300 0.8 BANKS-REGIONAL Bank Leumi Le - Israel ..................................... ISRL 519,768 664,712 0.8 BANKS-MONEY CENTER MISR International Bank - Reg S GDR{c} {\/} ................ EGPT 69,400 654,095 0.7 BANKS-MONEY CENTER Turkiye Is Bankasi (Isbank) "C" ............................ TRKY 23,068,549 633,157 0.7 BANKS-MONEY CENTER Banco de Galicia y Buenos Aires, S.A. de C.V. - ADR{\/} .... ARG 28,872 492,629 0.6 BANKS-MONEY CENTER Commercial Bank of Greece S.A. ............................. GREC 5,800 491,753 0.6 BANKS-MONEY CENTER Ergo Bank S.A. ............................................. GREC 5,360 476,360 0.5 BANKS-REGIONAL Yapi ve Kredi Bankasi AS ................................... TRKY 41,379,593 467,233 0.5 BANKS-REGIONAL Credicorp Ltd. - ADR{\/} ................................... PERU 56,220 379,485 0.4 BANKS-MONEY CENTER Wafabank ................................................... MOR 2,900 378,516 0.4 BANKS-MONEY CENTER KREDYT BANK S.A. - Reg S GDR-/- {c} {\/} ................... POL 14,680 292,866 0.3 BANKS-MONEY CENTER Akbank T.A.S. .............................................. TRKY 19,162,500 282,947 0.3 BANKS-REGIONAL Banco Rio de La Plata S.A. - ADR{\/} ....................... ARG 26,900 242,100 0.3 BANKS-MONEY CENTER Inversiones y Representaciones S.A. (IRSA) - GDR{\/} ....... ARG 9,000 232,875 0.3 REAL ESTATE National Development Bank .................................. SLNKA 70,000 80,910 0.1 BANKS-REGIONAL Kazkommertsbank Co. - GDR-/- {\/} .......................... KAZ 12,700 70,485 0.1 BANKS-REGIONAL State Bank of India Ltd. ................................... IND 3,000 11,035 -- BANKS-MONEY CENTER ----------- 13,271,370 ----------- Energy (9.7%) Petroleo Brasileiro S.A. (Petrobras) Preferred ............. BRZL 16,207,398 2,038,154 2.3 OIL Companhia Energetica de Minas Gerais (CEMIG) - ADR{\/} ..... BRZL 97,731 1,893,538 2.2 ELECTRICAL & GAS UTILITIES The accompanying notes are an integral part of the financial statements. F3 19 PORTFOLIO OF INVESTMENTS (cont'd) October 31, 1998 - -------------------------------------------------------------------------------- VALUE % OF NET EQUITY INVESTMENTS COUNTRY SHARES (NOTE 1) ASSETS - -------------------------------------------------------------- -------- ----------- ----------- ------------- Energy (Continued) MOL Magyar Olaj-es Gazipari RT - Reg S GDR{c} {\/} ......... HGRY 68,330 $ 1,556,216 1.8 GAS PRODUCTION & DISTRIBUTION Huaneng Power International, Inc. - ADR-/- {\/} ............ CHNA 70,958 975,673 1.1 ELECTRICAL & GAS UTILITIES Enersis S.A. - ADR{\/} ..................................... CHLE 30,728 641,447 0.7 ELECTRICAL & GAS UTILITIES Companhia de Eletricidade do Estado da Bahia - COELBA ...... BRZL 12,500,000 398,223 0.5 ELECTRICAL & GAS UTILITIES Surgutneftegaz - ADR{\/} ................................... RUS 163,020 326,040 0.4 OIL Eletropaulo Metropolitana Preferred ........................ BRZL 7,843,375 264,339 0.3 ELECTRICAL & GAS UTILITIES Light - Servicos de Electricidade S.A. ..................... BRZL 1,654,290 205,261 0.2 ELECTRICAL & GAS UTILITIES Empresa Bandeirante de Energia S.A.-/- ..................... BRZL 7,843,375 76,211 0.1 ELECTRICAL & GAS UTILITIES Companhia Brasileira de Petroleo Ipiranga S.A. Preferred ... BRZL 12,154,000 65,213 0.1 GAS Bombay Suburban Electric Supply (BSES) Ltd.-/- ............. IND 1,350 4,774 -- ELECTRICAL & GAS UTILITIES ----------- 8,445,089 ----------- Consumer Non-Durables (9.5%) South African Breweries Ltd. ............................... SAFR 89,806 1,747,924 2.0 BEVERAGES - ALCOHOLIC Hindustan Lever Ltd. ....................................... IND 40,650 1,540,472 1.8 PERSONAL CARE/COSMETICS ITC Ltd. ................................................... IND 79,900 1,321,750 1.5 TOBACCO Fomento Economico Mexicano, S.A. de C.V. - ADR{\/} ......... MEX 44,311 1,154,855 1.3 BEVERAGES - NON-ALCOHOLIC Panamerican Beverages, Inc. "A"{\/} ........................ MEX 34,000 688,500 0.8 BEVERAGES - NON-ALCOHOLIC A-Ahram Beverages Co. S.A.E. - 144A GDR{\/} {.} ............ EGPT 15,814 443,583 0.5 BEVERAGES - ALCOHOLIC Compania Cervecerias Unidas S.A. - ADR{\/} ................. CHLE 18,100 325,800 0.4 BEVERAGES - ALCOHOLIC Companhia de Tecidos Norte de Minas Preferred .............. BRZL 2,747,000 317,812 0.4 TEXTILES & APPAREL Companhia Cervejaria Brahma Preferred ...................... BRZL 563,721 264,658 0.3 BEVERAGES - ALCOHOLIC Oriental Weavers "C" ....................................... EGPT 11,400 245,974 0.3 TEXTILES & APPAREL Zaklady Piwowarskie w Zywcu S.A. (Zywiec) .................. POL 1,243 169,369 0.2 BEVERAGES - ALCOHOLIC Truworths International Ltd. ............................... SAFR 47,740 36,381 -- TEXTILES & APPAREL ----------- 8,257,078 ----------- The accompanying notes are an integral part of the financial statements. F4 20 PORTFOLIO OF INVESTMENTS (cont'd) October 31, 1998 - -------------------------------------------------------------------------------- VALUE % OF NET EQUITY INVESTMENTS COUNTRY SHARES (NOTE 1) ASSETS - -------------------------------------------------------------- -------- ----------- ----------- ------------- Materials/Basic Industry (8.3%) Suez Cement Co. - Reg S GDR{c} {\/} ........................ EGPT 95,195 $ 1,404,126 1.6 CEMENT Anglo American Platinum Corporation Ltd. ................... SAFR 87,900 1,336,583 1.5 METALS - NON-FERROUS Sociedad Quimica y Minera de Chile S.A. - ADR{\/} .......... CHLE 31,500 1,047,375 1.2 CHEMICALS Companhia Vale do Rio Doce "A" Preferred ................... BRZL 55,700 840,543 1.0 METALS - STEEL Compania de Minas Buenaventura S.A. - ADR{\/} .............. PERU 47,792 585,452 0.7 GOLD Cemex, S.A. de C.V. "CPO" .................................. MEX 238,120 568,019 0.6 CEMENT Apasco, S.A. de C.V. "A" ................................... MEX 115,233 422,015 0.5 CEMENT Hindalco Industries Ltd.: .................................. IND -- -- 0.3 METALS - NON-FERROUS GDR{\/} .................................................. -- 26,200 307,195 -- Common ................................................... -- 1,634 19,759 -- Makhteshim-Agan Industries Ltd.-/- ......................... ISRL 144,665 256,973 0.3 CHEMICALS Siderca S.A. "A" ........................................... ARG 118,000 165,250 0.2 METALS - STEEL Grupo Cementos de Chihuahua, S.A. de C.V. "B" .............. MEX 283,300 151,983 0.2 CEMENT Engro Chemicals Pakistan Ltd. .............................. PAK 69,370 63,948 0.1 CHEMICALS Nan Ya Plastics Corp.-/- ................................... TWN 35,360 44,780 0.1 PLASTICS & RUBBER ----------- 7,214,001 ----------- Multi-Industry/Miscellaneous (6.7%) Grupo Carso, S.A. de C.V. "A1" ............................. MEX 452,400 1,567,257 1.8 MULTI-INDUSTRY Rembrandt Group Ltd. ....................................... SAFR 220,610 1,472,049 1.7 CONGLOMERATE Haci Omer Sabanci Holding AS ............................... TRKY 43,775,250 661,579 0.8 CONGLOMERATE China Development Corp. .................................... TWN 288,900 571,107 0.7 CONGLOMERATE Central Asia Regional Growth Fund(::) -/- {\/} ............. IRE 175,000 525,000 0.6 COUNTRY FUNDS Koc Holding AS ............................................. TRKY 5,220,550 480,647 0.5 CONGLOMERATE Koor Industries Ltd. - ADR{\/} ............................. ISRL 24,643 398,909 0.5 CONGLOMERATE John Keells Holdings Ltd. .................................. SLNKA 17,000 48,173 0.1 CONGLOMERATE ----------- 5,724,721 ----------- The accompanying notes are an integral part of the financial statements. F5 21 PORTFOLIO OF INVESTMENTS (cont'd) October 31, 1998 - -------------------------------------------------------------------------------- VALUE % OF NET EQUITY INVESTMENTS COUNTRY SHARES (NOTE 1) ASSETS - -------------------------------------------------------------- -------- ----------- ----------- ------------- Technology (4.3%) Taiwan Semiconductor Manufacturing Co.-/- .................. TWN 597,950 $ 1,209,752 1.4 SEMICONDUCTORS Asustek Computer Inc. - Reg S GDR-/- {c} {\/} .............. TWN 96,862 743,416 0.8 COMPUTERS & PERIPHERALS Hon Hai Precision Industry ................................. TWN 112,000 539,676 0.6 COMPUTERS & PERIPHERALS Compal Electronics, Inc.-/- ................................ TWN 160,000 499,151 0.6 COMPUTERS & PERIPHERALS Delta Electronics, Inc. .................................... TWN 153,600 443,602 0.5 COMPUTERS & PERIPHERALS Formula Systems Ltd.-/- .................................... ISRL 16,505 353,214 0.4 SOFTWARE ----------- 3,788,811 ----------- Capital Goods (2.9%) MISR Elgadida for Housing and Reconstruction ............... EGPT 17,100 1,563,864 1.8 CONSTRUCTION NASR (El) City Company For Housing & Construction .......... EGPT 23,005 713,659 0.8 CONSTRUCTION Corporacion GEO, S.A. de C.V. "B"-/- ....................... MEX 165,800 287,192 0.3 CONSTRUCTION ----------- 2,564,715 ----------- Health Care (1.9%) Ranbaxy Laboratories Ltd. .................................. IND 79,850 942,438 1.1 MEDICAL TECHNOLOGY & SUPPLIES Teva Pharmaceutical Industries Ltd. ........................ ISRL 18,700 737,188 0.8 PHARMACEUTICALS ----------- 1,679,626 ----------- Consumer Durables (0.6%) Bajaj Auto Ltd. ............................................ IND 29,300 383,567 0.4 AUTOMOBILES Qingling Motors Co., Ltd.{*} ............................... CHNA 1,022,000 188,709 0.2 AUTOMOBILES ----------- 572,276 ----------- ----- TOTAL EQUITY INVESTMENTS (cost $92,943,216) .................. 69,356,560 79.1 ----------- ----- PRINCIPAL VALUE % OF NET FIXED INCOME INVESTMENTS CURRENCY AMOUNT (NOTE 1) ASSETS - -------------------------------------------------------------- -------- ----------- ----------- ------------- Government & Government Agency Obligations (11.2%) Algeria (0.6%) Algeria Tranche 1 Loan Assignment, 6.625% due 9/4/06+ .... USD 1,050,000 535,500 0.6 Argentina (2.2%) Republic of Argentina: Discount Bond, 6.625% due 3/31/23+ ..................... USD 1,425,000 970,781 1.1 Par Bond Series L, 5.75% (6% at 3/31/99) due 3/31/23++ ............................................. USD 875,000 608,125 0.7 I.O. Strip, 12.11% due 4/10/05 ......................... USD 350,000 308,000 0.4 The accompanying notes are an integral part of the financial statements. F6 22 PORTFOLIO OF INVESTMENTS (cont'd) October 31, 1998 - -------------------------------------------------------------------------------- PRINCIPAL VALUE % OF NET FIXED INCOME INVESTMENTS CURRENCY AMOUNT (NOTE 1) ASSETS - -------------------------------------------------------------- -------- ----------- ----------- ------------- Government & Government Agency Obligations (Continued) Brazil (0.6%) Brazil Floating Rate Discount Note, 6.125% due 4/15/24+ ................................................ USD 845,000 $ 502,247 0.6 Bulgaria (1.1%) Republic of Bulgaria: Discount Bond Series A, 6.6875% due 7/28/24 - Euro+ .... USD 771,000 541,628 0.6 Front Loaded Interest Reduction Bond Series A, 2.5% (2.75% at 7/99) due 7/28/12++ ......................... USD 760,000 419,900 0.5 Colombia (0.5%) Republic of Colombia: 8.625% due 4/1/08{j} ................................... USD 472,000 370,520 0.4 7.27% due 6/15/03 - 144A{.} ............................ USD 59,000 48,085 0.1 Mexico (4.4%) United Mexican States: Discount Bond Series D, 6.6016% due 12/31/19+ .......... USD 1,570,000 1,225,581 1.4 Discount Bond Series C, 6.6172% due 12/31/19+ +/+ ...... USD 1,353,000 1,056,186 1.2 9.875% due 1/15/07 ..................................... USD 575,000 546,969 0.6 6.63% due 12/31/19 ..................................... FRF 3,000,000 420,666 0.5 Discount Bond Series A, 6.1156% due 12/31/19+ +/+ ...... USD 412,000 321,618 0.4 Discount Bond Series B, 6.47656% due 12/31/19+ +/+ ..... USD 375,000 292,734 0.3 Panama (0.4%) Republic of Panama: Interest Reduction Bond, 4% (4.25% at 7/99) due 7/17/14++ ............................................. USD 370,000 270,794 0.3 8.875% due 9/30/27 ..................................... USD 67,000 61,808 0.1 Peru (0.7%) Republic of Peru, Past Due Interest Bond, 4% (4.5% at 3/8/99) due 3/7/17++ .................................... USD 1,116,000 641,700 0.7 Poland (0.5%) 3% (3.5% at 10/28/99) due 10/27/24 - Euro++ ............ USD 685,000 455,525 0.5 Past Due Interest Bond, 5% (6% at 10/28/99) due 10/27/14 - Euro++ ................................. USD 2,000 1,819 -- Russia (0.2%) Bank for Foreign Economic Affairs (Venesheconombank) Principal Loans, 6.625% due 12/15/20+ ................... USD 2,717,360 215,690 0.2 ----------- Total Government & Government Agency Obligations (cost $11,677,186) ................................................ 9,815,876 ----------- Corporate Bonds (4.0%) Argentina (1.5%) Telefonica de Argentina, 9.125% due 5/7/08 - Reg S{c} .... USD 1,504,000 1,305,649 1.5 Brazil (1.3%) Banco Hipotecario Espana, 10% due 4/17/03 - 144A{.} ...... USD 710,000 624,800 0.7 RBS Participacoes S.A., 11% due 4/1/07 - 144A{.} ......... USD 1,042,000 468,900 0.5 Globo Comunicacoes Participacoes, 10.625% due 5/12/08 - 144A{.} ................................................. USD 125,000 71,563 0.1 Colombia (0.1%) Financiera Energia Nacional, 9.375% due 6/15/06 - Reg S{c} .................................................... USD 148,000 108,528 0.1 The accompanying notes are an integral part of the financial statements. F7 23 PORTFOLIO OF INVESTMENTS (cont'd) October 31, 1998 - -------------------------------------------------------------------------------- PRINCIPAL VALUE % OF NET FIXED INCOME INVESTMENTS CURRENCY AMOUNT (NOTE 1) ASSETS - -------------------------------------------------------------- -------- ----------- ----------- ------------- Corporate Bonds (Continued) Korea (0.1%) Pohang Iron & Steel, 2% due 10/9/00 ...................... JPY 5,500,000 $ 40,886 0.1 Mexico (0.6%) Petroleos Mexicanos (PEMEX), 9.25% due 3/30/18 - 144A{.} ................................................. USD 360,000 293,400 0.3 Dine, S.A. de C.V., 8.75% due 10/15/07 - 144A{.} ......... USD 210,000 165,900 0.2 Banco Nacional Comercio Exte., 8% due 7/18/02 - Reg S{c} .................................................... USD 97,000 88,513 0.1 Russia (0.4%) Lukinter Finance BV Convertible, 3.5% due 5/6/02 - 144A{.} ................................................. USD 851,000 310,615 0.4 Mosenergo Finance BV, 8.375% due 10/9/02 - 144A{.} ....... USD 5,000 875 -- ----------- Total Corporate Bonds (cost $4,998,295) ...................... 3,479,629 ----------- Structured Notes (0.4%) Korea (0.4%) Fixed Rate Trust Certificate 13.55% due 2/15/02[::] (Issued by a newly created Delaware Business Trust, collateralized by triple A paper. This trust certificate has a credit risk component linked to the value of a referenced security: Korean Development Bank, 1.875% 2002.) (cost $470,000) .................................. USD 470,000 343,805 0.4 ----------- ----- TOTAL FIXED INCOME INVESTMENTS (cost $17,145,481) ............ 13,639,310 15.6 ----------- ----- NO. OF VALUE % OF NET WARRANTS COUNTRY WARRANTS (NOTE 1) ASSETS - -------------------------------------------------------------- -------- ----------- ----------- ------------- Merrill Lynch - Kospi 200 Call Warrants, due 9/9/99 Performance linked to equity securities. Redemption amount 100% of the final closing price of the Korean Kospi 200 Index converted to the prevailing foreign exchange rate. (cost $2,495,011) ......................................... US 765,294 2,571,541 2.9 ----------- ----- INVESTMENT MANAGEMENT The accompanying notes are an integral part of the financial statements. F8 24 PORTFOLIO OF INVESTMENTS (cont'd) October 31, 1998 - -------------------------------------------------------------------------------- VALUE % OF NET REPURCHASE AGREEMENT (NOTE 1) ASSETS - -------------------------------------------------------------- ----------- ------------- Dated October 30, 1998, with State Street Bank & Trust Co., due November 2, 1998, for an effective yield of 5.30%, collateralized by $4,145,000 U.S. Treasury Notes, 6.50% due 5/15/05 (market value of collateral is $4,750,253, including accrued interest). (cost $4,653,000) ............ $ 4,653,000 5.3 ----------- ----- TOTAL INVESTMENTS (cost $117,236,708) * ..................... 90,220,411 102.9 Other Assets and Liabilities ................................. (2,519,957) (2.9) ----------- ----- NET ASSETS ................................................... $87,700,454 100.0 ----------- ----- ----------- ----- - -------------- -/- Non-income producing security. {*} Security denominated in Hong Kong Dollars. {\/} U.S. currency denominated. {c} Security issued under Regulation S. Rule 144A and additional restrictions may apply in the resale of such securities. {=} Each unit represents one preferred share of Unibanco and one preferred "B" share of Unibanco Holdings. (::) Valued in good faith at fair value using procedures approved by the Board of Trustees (See Note 1 of Notes to Financial Statements). [::] Certain events may cause the contract to terminate prior to date shown. {.} Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. + The coupon rate shown on floating rate note represents the rate at period end. ++ The coupon rate shown on step-up coupon bond represents the rate at period end. +/+ Issued with detachable warrants or value recovery rights. The current market value of each warrant or right is zero. {j} All or part of the Fund's holdings in this security is segregated as collateral for extended settlement of derivative instruments. (See Note 1 of Notes to the Financial Statements). * For Federal income tax purposes, cost is $118,742,569 and appreciation (depreciation) is as follows: Unrealized appreciation: $ 3,055,324 Unrealized depreciation: (31,577,482) ------------- Net unrealized depreciation: $ (28,522,158) ------------- ------------- Abbreviations: ADR--American Depositary Receipt GDR--Global Depositary Receipt The accompanying notes are an integral part of the financial statements. F9 25 PORTFOLIO OF INVESTMENTS (cont'd) October 31, 1998 - -------------------------------------------------------------------------------- The Fund's Portfolio of Investments at October 31, 1998, was concentrated in the following countries: PERCENTAGE OF NET ASSETS {D} ------------------------------------------- FIXED INCOME SHORT-TERM COUNTRY (COUNTRY CODE/CURRENCY CODE) EQUITY & WARRANTS & OTHER TOTAL - -------------------------------------- ------ ------------- ---------- ----- Argentina (ARG/ARS) .................. 3.2 3.7 6.9 Algeria (ALG/DZD) .................... 0.6 0.6 Brazil (BRZL/BRL) .................... 14.2 1.9 16.1 Bulgaria (BUL/LEV) ................... 1.1 1.1 Chile (CHLE/CLP) ..................... 2.3 2.3 China (CHNA/RMB) ..................... 1.3 1.3 Colombia (COL/COP) ................... 0.6 0.6 Egypt (EGPT/EGP) ..................... 5.7 5.7 Greece (GREC/GRD) .................... 5.8 5.8 Hungary (HGRY/HUF) ................... 3.6 3.6 India (IND/INR) ...................... 6.2 6.2 Ireland (IRE/IEP) .................... 0.6 0.6 Israel (ISRL/ILS) .................... 4.2 4.2 Kazakhstan (KAZ/KTS) ................. 0.1 0.1 Korea (KOR/KRW) ...................... 0.5 0.5 Mexico (MEX/MXN) ..................... 11.3 5.0 16.3 Morocco (MOR/MAD) .................... 0.7 0.7 Pakistan (PAK/PKR) ................... 0.1 0.1 Panama (PAN/PND) ..................... 0.4 0.4 Peru (PERU/PES) ...................... 2.3 0.7 3.0 Poland (POL/PLZ) ..................... 1.3 0.5 1.8 Russia (RUS/SUR) ..................... 0.4 0.6 1.0 South Africa (SAFR/ZAR) .............. 6.9 6.9 Sri Lanka (SLNKA/LKR) ................ 0.2 0.2 Taiwan (TWN/TWD) ..................... 5.9 5.9 Turkey (TRKY/TRL) .................... 2.8 2.8 United States (US/USD) ............... 2.9 2.4 5.3 ------ ----- --- ----- Total ............................... 79.1 18.5 2.4 100.0 ------ ----- --- ----- ------ ----- --- ----- - -------------- {d} Percentages indicated are based on net assets of $87,700,454. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FORWARD FOREIGN CURRENCY CONTRACT OUTSTANDING OCTOBER 31, 1998 MARKET VALUE (U.S. CONTRACT DELIVERY UNREALIZED CONTRACT TO SELL: DOLLARS) PRICE DATE DEPRECIATION - ---------------------------------------- ------------- ---------- -------- --------------- Japanese Yen............................ 39,670 118.80000 11/27/98 $ (950) ------------- --------------- Total Contract to Sell (Receivable amount $38,720)...................... 39,670 (950) ------------- --------------- THE VALUE OF CONTRACT TO SELL AS PERCENTAGE OF NET ASSETS IS 0.05%. Total Open Forward Foreign Currency Contract............................... $ (950) --------------- --------------- - -------------- See Note 1 of Notes to the Financial Statements. The accompanying notes are an integral part of the financial statements. F10 26 STATEMENT OF ASSETS AND LIABILITIES October 31, 1998 - -------------------------------------------------------------------------------- Assets: Investments in securities, at value (cost $117,236,708) (Note 1).......................... $ 90,220,411 U.S. currency................................................................... $ 895 Foreign currencies (cost $730,519).............................................. 723,408 724,303 -------- Receivable for securities sold............................................................ 903,099 Interest receivable....................................................................... 424,599 Dividends receivable...................................................................... 268,551 Unamortized organizational costs (Note 1)................................................. 14,557 Receivable for Fund shares sold........................................................... 5,619 ------------- Total assets............................................................................ 92,561,139 ------------- Liabilities: Payable for securities purchased.......................................................... 3,823,511 Payable for Fund shares repurchased....................................................... 394,946 Payable for investment management and administration fees (Note 2)........................ 356,752 Payable for service and distribution expenses (Note 2).................................... 96,087 Payable for professional fees............................................................. 49,710 Payable for transfer agent fees (Note 2).................................................. 30,788 Payable for Trustees' fees and expenses (Note 2).......................................... 25,309 Payable for custodian fees................................................................ 10,081 Payable for registration and filing fees.................................................. 7,596 Payable for printing and postage expenses................................................. 6,093 Payable for open forward foreign currency contracts (Note 1).............................. 950 Payable for fund accounting fees (Note 2)................................................. 883 Other accrued expenses.................................................................... 57,979 ------------- Total liabilities....................................................................... 4,860,685 ------------- Net assets.................................................................................. $ 87,700,454 ------------- ------------- Class A: Net asset value and redemption price per share ($87,517,225 DIVIDED BY 11,616,154 shares outstanding)............................................................................... $ 7.53 ------------- ------------- Maximum offering price per share (100/95.25 of $7.53) *..................................... $ 7.91 ------------- ------------- Class B:+ Net asset value and offering price per share ($153,941 DIVIDED BY 20,565 shares outstanding)............................................................................... $ 7.49 ------------- ------------- Advisor Class: Net asset value, offering price per share, and redemption price per share ($29,288 DIVIDED BY 3,877 shares outstanding)............................................................... $ 7.55 ------------- ------------- Net assets consist of: Paid in capital (Note 4).................................................................. $ 250,014,000 Undistributed net investment income....................................................... 1,105,906 Accumulated net realized loss on investments and foreign currency transactions............ (136,393,263) Net unrealized depreciation on translation of assets and liabilities in foreign currencies............................................................................... (9,892) Net unrealized depreciation of investments................................................ (27,016,297) ------------- Total -- representing net assets applicable to capital shares outstanding................... $ 87,700,454 ------------- ------------- <FN> - -------------- * On sales of $50,000 or more, the offering price is reduced. + Redemption price per share is equal to the net asset value per share less any applicable contingent deferred sales charge. The accompanying notes are an integral part of the financial statements. F11 27 STATEMENT OF OPERATIONS Year ended October 31, 1998 - -------------------------------------------------------------------------------- Investment income: (Note 1) Interest income............................................................................ $ 5,875,109 Dividend income (net of foreign withholding tax of $263,295)............................... 4,212,609 Securities lending income.................................................................. 241,088 ------------ Total investment income.................................................................. 10,328,806 ------------ Expenses: Investment management and administration fees (Note 2)..................................... 1,740,733 Transfer agent fees (Note 2)............................................................... 538,250 Service and distribution expenses: (Note 2) Class A.................................................................... $ 454,554 Class B.................................................................... 1,576 456,130 ------------ Professional fees.......................................................................... 360,255 Interest expense (Note 1).................................................................. 359,635 Printing and postage expenses.............................................................. 312,740 Custodian fees............................................................................. 155,690 Registration and filing fees............................................................... 96,900 Amortization of organization costs (Note 1)................................................ 70,755 Fund accounting fees (Note 2).............................................................. 53,782 Trustees' fees and expenses (Note 2)....................................................... 30,660 Other expenses............................................................................. 17,000 ------------ Total expenses before reductions......................................................... 4,192,530 ------------ Expenses reimbursed by A I M Advisors, Inc. (Note 2)................................... (691,157) Expense reductions (Note 5)............................................................ (41,663) ------------ Total net expenses....................................................................... 3,459,710 ------------ Net investment income........................................................................ 6,869,096 ------------ Net realized and unrealized gain (loss) on investments and foreign currencies: (Note 1) Net realized loss on investments............................................. (81,224,308) Net realized loss on foreign currency transactions........................... (2,134,815) ------------ Net realized loss during the year........................................................ (83,359,123) Net change in unrealized depreciation on translation of assets and liabilities in foreign currencies........................................... 197,153 Net change in unrealized depreciation of investments......................... 13,544,276 ------------ Net unrealized appreciation during the year.............................................. 13,741,429 ------------ Net realized and unrealized loss on investments and foreign currencies....................... (69,617,694) ------------ Net decrease in net assets resulting from operations......................................... $(62,748,598) ------------ ------------ The accompanying notes are an integral part of the financial statements. F12 28 STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- YEAR ENDED TEN MONTHS ENDED YEAR ENDED OCTOBER 31, 1998 OCTOBER 31, 1997 DECEMBER 31, 1996 ---------------- ---------------- ----------------- Increase (decrease) in net assets Operations: Net investment income....................................... $ 6,869,096 $ 9,089,483 $ 19,406,553 Net realized gain (loss) on investments and foreign currency transactions............................................... (83,359,123) 45,653,300 945,154 Net change in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies................................................. 197,153 (297,303) 91,835 Net change in unrealized appreciation (depreciation) of investments................................................ 13,544,276 (101,078,671) 78,628,364 ---------------- ---------------- ----------------- Net increase (decrease) in net assets resulting from operations............................................... (62,748,598) (46,633,191) 99,071,906 ---------------- ---------------- ----------------- Class A: Distributions to shareholders: (Note 1) From net investment income.................................. (11,841,080) -- (17,407,047) Class B: Distributions to shareholders: (Note 1) From net investment income.................................. (1,499) -- -- Advisor Class: Distributions to shareholders: (Note 1) From net investment income.................................. (46) -- -- ---------------- ---------------- ----------------- Total distributions....................................... (11,842,625) -- (17,407,047) ---------------- ---------------- ----------------- Capital share transactions: (Note 4) Increase from capital shares sold and reinvested............ 13,579,722 -- -- Decrease from capital shares repurchased.................... (308,667,233) -- -- ---------------- ---------------- ----------------- Net increase (decrease) from capital share transactions... (295,087,511) -- -- ---------------- ---------------- ----------------- Total increase (decrease) in net assets....................... (369,678,734) (46,633,191) 81,664,859 Net assets: Beginning of year........................................... 457,379,188 504,012,379 422,347,520 ---------------- ---------------- ----------------- End of year *............................................... $ 87,700,454 $ 457,379,188 $504,012,379 ---------------- ---------------- ----------------- ---------------- ---------------- ----------------- * Includes undistributed net investment income of............ $ 1,105,906 $ 8,645,635 $ 363,782 ---------------- ---------------- ----------------- ---------------- ---------------- ----------------- The accompanying notes are an integral part of the financial statements. F13 29 FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Contained below is per share operating performance data for a share outstanding throughout each period, total investment return, ratios and supplemental data. This information has been derived from information provided in the financial statements. CLASS A+ ------------------------------------------------------------------------------ YEAR TEN MONTHS YEAR ENDED JANUARY 11, 1994 ENDED ENDED DECEMBER 31, (COMMENCEMENT OCTOBER 31, OCTOBER 31, --------------------- OF OPERATIONS) TO 1998 (D) 1997 (E) 1996 (E) 1995 (E) DECEMBER 31, 1994(E) ----------- ----------- --------- --------- -------------------- Per Share Operating Performance: Net asset value, beginning of period.... $ 12.56 $ 13.84 $ 11.60 $ 12.44 $ 15.00 ----------- ----------- --------- --------- ----------- Income from investment operations: Net investment income................. 0.39*{/\} 0.25 0.53 0.72 0.35 Net realized and unrealized gain (loss) on investments................ (5.10) (1.53) 2.19 (0.84) (2.46) ----------- ----------- --------- --------- ----------- Net increase (decrease) from investment operations.............. (4.71) (1.28) 2.72 (0.12) (2.11) ----------- ----------- --------- --------- ----------- Redemption fees retained (Note 4)..... 0.28 -- -- -- -- ----------- ----------- --------- --------- ----------- Distributions to shareholders: From net investment income............ (0.60) -- (0.48) (0.72) (0.35) From net realized gain on investments.......................... -- -- -- -- (0.10) ----------- ----------- --------- --------- ----------- Total distributions................. (0.60) -- (0.48) (0.72) (0.45) ----------- ----------- --------- --------- ----------- Net asset value, end of period.......... $ 7.53 $ 12.56 $ 13.84 $ 11.60 $ 12.44 ----------- ----------- --------- --------- ----------- ----------- ----------- --------- --------- ----------- Market value, end of period............. N/A $ 11.81 $ 11.63 $ 9.75 $ 9.75 ----------- ----------- --------- --------- ----------- ----------- ----------- --------- --------- ----------- Total investment return (based on market value)................................. N/A 1.62%(b) 24.18% 6.60% (32.16)% (b) Total investment return (based on net asset value)........................... (37.09)% (c) (9.25)%(b) 23.59% (0.95)% (14.07)% (b) Ratios and supplemental data: Net assets, end of period (in 000's).... $87,517 $457,379 $504,012 $422,348 $452,872 Ratio of net investment income to average net assets: With expense reductions and reimbursement (Notes 2 & 5).......... 3.84% 2.03%(a) 4.07% 6.33% 2.75% (a) Without expense reductions and reimbursement........................ 3.43% 1.95%(a) 4.04% 6.30% 2.75% (a) Ratio of expenses to average net assets excluding interest expense: With expense reductions and reimbursement (Notes 2 & 5).......... 1.73% 1.75%(a) 1.82% 1.77% 2.01% (a) Without expense reductions and reimbursement........................ 2.14% 1.83%(a) 1.85% 1.80% 2.01% (a) Ratio of interest expense to average net assets (Note 1)+++..................... 0.20% N/A N/A N/A N/A Portfolio turnover rate+++.............. 111% 184%(a) 138% 75% 56% (a) - ---------------- (a) Annualized (b) Not Annualized (c) Total investment return does not include sales charges. (d) These selected per share data were calculated based upon the average shares outstanding during the period. (e) These financial highlights provide per share information of G.T. Global Developing Markets Fund, Inc. ("Predecessor Fund") (See Note 1 to Notes to Financial Statements) for the periods up to and including October 31, 1997. The fees and expenses of the Fund differ from those of the Predecessor Fund. {/\} Net investment income per share reflects an interest payment received from the conversion of Vnesheconombank loan agreements of $0.14 per share for Class A, B, and Advisor. * Before reimbursement the net investment income per share would have been reduced by $0.04 for Class A, B, and Advisor. + All capital shares issued and outstanding on October 31, 1997 were reclassified as Class A shares. ++ Commencing November 1, 1997, the Fund began offering Class B and Advisor Class shares. +++ Portfolio turnover rates and ratio of interest expense to average net assets are calculated on the basis of the Fund as whole without distinguishing between the classes of shares issued. N/A Not Applicable. The accompanying notes are an integral part of the financial statements. F14 30 FINANCIAL HIGHLIGHTS (cont'd) - -------------------------------------------------------------------------------- Contained below is per share operating performance data for a share outstanding throughout each period, total investment return, ratios and supplemental data. This information has been derived from information provided in the financial statements. ADVISOR CLASS B++ CLASS++ ----------- ----------- YEAR YEAR ENDED ENDED OCTOBER 31, OCTOBER 31, 1998 (D) 1998 (D) ----------- ----------- Per Share Operating Performance: Net asset value, beginning of period.... $12.56 $12.56 ----------- ----------- Income from investment operations: Net investment income................. 0.31*{/\} 0.40*{/\} Net realized and unrealized gain (loss) on investments................ (5.07) (5.09) ----------- ----------- Net increase (decrease) from investment operations.............. (4.76) (4.69) ----------- ----------- Redemption fees retained (Note 4)..... 0.28 0.28 ----------- ----------- Distributions to shareholders: From net investment income............ (0.59) (0.60) From net realized gain on investments.......................... -- -- ----------- ----------- Total distributions................. (0.59) (0.60) ----------- ----------- Net asset value, end of period.......... $ 7.49 $ 7.55 ----------- ----------- ----------- ----------- Total investment return (based on net asset value)........................... (39.76)% (c) (42.63)% (c) Ratios and supplemental data: Net assets, end of period (in 000's).... $ 154 $ 29 Ratio of net investment income to average net assets: With expense reductions and reimbursement (Notes 2 & 5).......... 3.09% 4.09% Without expense reductions and reimbursement........................ 2.68% 3.68% Ratio of expenses to average net assets excluding interest expense: With expense reductions and reimbursement (Notes 2 & 5).......... 2.48% 1.48% Without expense reductions and reimbursement........................ 2.89% 1.89% Ratio of interest expense to average net assets (Note 1)+++..................... 0.20% 0.20% Portfolio turnover rate+++.............. 111% 111% - ---------------- (a) Annualized (b) Not Annualized (c) Total investment return does not include sales charges. (d) These selected per share data were calculated based upon the average shares outstanding during the period. {/\} Net investment income per share reflects an interest payment received from the conversion of Vnesheconombank loan agreements of $0.14 per share for Class A, B, and Advisor. * Before reimbursement the net investment income per share would have been reduced by $0.04 for Class A, B, and Advisor. + All capital shares issued and outstanding on October 31, 1997 were reclassified as Class A shares. ++ Commencing November 1, 1997, the Fund began offering Class B and Advisor Class shares. +++ Portfolio turnover rates and ratio of interest expense to average net assets are calculated on the basis of the Fund as whole without distinguishing between the classes of shares issued. N/A Not Applicable. The accompanying notes are an integral part of the financial statements. F15 31 NOTES TO FINANCIAL STATEMENTS October 31, 1998 - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES (SEE ALSO NOTE 2) AIM Developing Markets Fund (the "Fund"), formerly GT Global Developing Markets Fund, is a separate series of AIM Investment Funds (the "Trust"), formerly G.T. Investment Funds, Inc. The Trust is organized as a Delaware business trust and is registered under the Investment Company Act of 1940, as amended ("1940 Act"), as an open-end management investment company. The Trust has thirteen series of shares in operation, each series corresponding to a distinct portfolio of investments. On October 31, 1997, at the close of business, the Fund acquired the assets and assumed the liabilities of G.T. Global Developing Markets Fund, Inc., a Maryland corporation registered under the 1940 Act as a non-diversified closed-end management investment company ("Predecessor Fund"), in exchange for Class A shares of the Fund in a tax-free reorganization of the Predecessor Fund. Shareholders of the Predecessor Fund approved the reorganization on October 20, 1997. Prior to October 28, 1997, the Predecessor Fund's shares traded on the New York Stock Exchange. Commencing November 1, 1997, the Fund offers Class A, Class B, and Advisor Class shares, each of which has equal rights as to assets and voting privileges except that Class A and Class B each has exclusive voting rights with respect to its distribution plan. Investment income, realized and unrealized capital gains and losses, and the common expenses of the Fund are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its respective service and distribution expenses, and may differ in its transfer agent, registration, and certain other class-specific fees and expenses. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies in conformity with generally accepted accounting principles consistently followed by the Fund in the preparation of the financial statements. (A) PORTFOLIO VALUATION The Fund calculates the net asset value of and completes orders to purchase, exchange or repurchase Fund shares on each business day, with the exception of those days on which the New York Stock Exchange is closed. Equity securities are valued at the last sale price on the exchange on which such securities are traded or on the principal over-the-counter market on which such securities are traded, as of the close of business on the day the securities are being valued, or, lacking any sales, at the last available bid price. In cases where securities are traded on more than one exchange, the securities are valued on the exchange determined by A I M Advisors, Inc. (the "Manager") to be the primary market. Fixed income investments are valued at the mean of representative quoted bid and asked prices for securities or, if such prices are not available, at prices for securities of comparative maturity, quality and type; however, when the Manager deems it appropriate, prices obtained for the day of valuation from a bond pricing service will be used. Short-term investments with a maturity of 60 days or less are valued at amortized cost, adjusted for foreign exchange translation and market fluctuation, if any. Investments for which market quotations are not readily available (including restricted securities which are subject to limitations on their sale) are valued at fair value as determined in good faith by or under the direction of the Trust's Board of Trustees. Portfolio securities which are primarily traded on foreign exchanges are generally valued at the preceding closing values of such securities on their respective exchanges, and those values are then translated into U.S. dollars at the current exchange rates, except that when an occurrence subsequent to the time a value was so established is likely to have materially changed such value, then the fair value of those securities will be determined by consideration of other factors by or under the direction of the Trust's Board of Trustees. (B) FOREIGN CURRENCY TRANSLATION The accounting records of the Fund are maintained in U.S. dollars. The market values of foreign securities, currency holdings, other assets and liabilities are recorded in the books and records of the Fund after translation to U.S. dollars based on the exchange rates on that day. The cost of each security is determined using historical exchange rates. Income and withholding taxes are translated at prevailing exchange rates when earned or incurred. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations existing from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Reported net realized foreign exchange gains and losses arise from sales and maturities of short-term investments, forward foreign currency contracts, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the differences 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 exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at year end, resulting from changes in exchange rates. (C) REPURCHASE AGREEMENTS With respect to repurchase agreements entered into by the Fund, it is the Fund's policy to always receive, as collateral, United States government securities or other high quality debt securities of which the value, including accrued interest, is at least equal to the amount to be repaid to the Fund under each agreement at its maturity. F16 32 (D) FORWARD FOREIGN CURRENCY CONTRACTS A forward foreign currency contract ("Forward Contract") is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of the Forward Contract fluctuates with changes in currency exchange rates. The Forward Contract is marked-to-market daily and the change in market value is recorded by the Fund as an unrealized gain or loss. When the Forward Contract is closed, the Fund records a realized gain or loss equal to the difference between the value at the time it was opened and the value at the time it was closed. The Fund could be exposed to risk if a counterparty is unable to meet the terms of a contract or if the value of the currency changes unfavorably. The Fund may enter into Forward Contracts in connection with planned purchases or sales of securities or to hedge against adverse fluctuations in exchange rates between currencies. (E) OPTION ACCOUNTING PRINCIPLES When the Fund writes a call or put option, an amount equal to the premium received is included in the Fund's "Statement of Assets and Liabilities" as an asset and an equivalent liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option. The current market value of an option listed on a traded exchange is valued at its last bid price, or, in the case of an over-the-counter option, is valued at the average of the last bid prices obtained from brokers, unless a quotation from only one broker is available, in which case only that broker's price will be used. If an option expires on its stipulated expiration date or if the Fund enters into a closing purchase transaction, a gain or loss is realized without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is extinguished. If a written call option is exercised, a gain or loss is realized from the sale of the underlying security and the proceeds of the sale are increased by the premium originally received. If a written put option is exercised, the cost of the underlying security purchased would be decreased by the premium originally received. The Fund can write options only on a covered basis, which, for a call, requires that the Fund hold the underlying security, and, for a put, requires the Fund to set aside cash, U.S. government securities or other liquid securities in an amount not less than the exercise price or otherwise provide adequate cover at all times while the put option is outstanding. The Fund may use options to manage its exposure to the stock and bond markets and to fluctuations in currency values or interest rates. The premium paid by the Fund for the purchase of a call or put option is included in the Fund's "Statement of Assets and Liabilities" as an investment and subsequently "marked-to-market" to reflect the current market value of the option. If an option which the Fund has purchased expires on the stipulated expiration date, the Fund realizes a loss in the amount of the cost of the option. If the Fund enters into a closing sale transaction, the Fund realizes a gain or loss, depending on whether proceeds from the closing sale transaction are greater or less than the cost of the option. If the Fund exercises a call option, the cost of the securities acquired by exercising the call is increased by the premium paid to buy the call. If the Fund exercises a put option, it realizes a gain or loss from the sale of the underlying security, and the proceeds from such sale are decreased by the premium originally paid. The risk associated with purchasing options is limited to the premium originally paid. The risk in writing a call option is that the Fund may forego the opportunity of profit if the market value of the underlying security or index increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market value of the underlying security or index decreases and the option is exercised. In addition, there is the risk the Fund may not be able to enter into a closing transaction because of an illiquid secondary market. (F) FUTURES CONTRACTS A futures contract is an agreement between two parties to buy and sell a security at a set price on a future date. Upon entering into such a contract the Fund is required to pledge to the broker an amount of cash or securities equal to the minimum "initial margin" requirements of the exchange on which the contract is traded. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as "variation margin" and are recorded by the Fund as unrealized gains or losses. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. The potential risk to the Fund is that the change in value of the underlying securities may not correlate to the change in value of the contracts. The Fund may use futures contracts to manage its exposure to the stock and bond markets and to fluctuations in currency values or interest rates. (G) SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME Security transactions are accounted for on the trade date (date the order to buy or sell is executed). The cost of securities sold is determined on a first-in, first-out basis, unless otherwise specified. Dividends are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Where a high level of uncertainty exists as to collection of income on securities, income is recorded net of all withholding tax with any rebate recorded when received. The Fund may trade securities on other than normal settlement terms. This may increase the market risk if the other party to the transaction fails to deliver and causes the Fund to subsequently invest at less advantageous prices. (H) PORTFOLIO SECURITIES LOANED At October 31, 1998, stocks with an aggregate value of approximately $8,703,342 were on loan to brokers. The loans were secured by cash collateral of $8,903,149 received by the Fund. For the year ended October 31, 1998, the Fund received securities lending income of $241,088. For international securities, cash collateral is received by the Fund against loaned securities in an amount at least equal to 105% of the market value of the loaned securities at the inception of each loan. This collateral must be maintained at not less than 103% of the market value of the loaned securities during the period of the loan. For domestic securities, cash collateral is received by the Fund against loaned securities in an amount at least equal to 102% of the market value of the loaned securities at the inception of each loan. This collateral must be maintained at not less than 100% of the market value of the loaned securities during the period of each loan. The cash collateral is invested in a securities lending trust which consists F17 33 of a portfolio of high quality short duration securities whose average effective duration is restricted to 120 days or less. (I) TAXES It is the policy of the Fund to meet the requirements for qualification as a "regulated investment company" under the Internal Revenue Code of 1986, as amended ("Code"). It is also the intention of the Fund to make distributions sufficient to avoid imposition of any excise tax under Section 4982 of the Code. Therefore, no provision has been made for Federal taxes on income, capital gains, and unrealized appreciation of securities held, or excise tax on income and capital gains. The Fund currently has a capital loss carryforward of $134,888,352 of which $54,472,976 expires in 2003 and $80,415,376 expires in 2006. (J) DISTRIBUTIONS TO SHAREHOLDERS Distributions to shareholders are recorded by the Fund on the ex-date. Income and capital gain distributions are determined in accordance with Federal income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund and timing differences. (K) DEFERRED ORGANIZATIONAL EXPENSES Expenses incurred by the Fund in connection with its organization, its registration with the Securities and Exchange Commission and with various states aggregated $353,775. These expenses are being amortized on a straightline basis over a five-year period. (L) FOREIGN SECURITIES There are certain additional considerations and risks associated with investing in foreign securities and currency transactions that are not inherent in investments of domestic origin. The Fund's investments in emerging market countries may involve greater risks than investments in more developed markets and the prices of such investments may be volatile. These risks of investing in foreign and emerging markets may include foreign currency exchange rate fluctuations, perceived credit risk, adverse political and economic developments and possible adverse foreign government intervention. (M) INDEXED SECURITIES The Fund may invest in indexed securities whose value is linked either directly or indirectly to changes in foreign currencies, interest rates, equities, indices, or other reference instruments. Indexed securities may be more volatile than the reference instrument itself, but any loss is limited to the amount of the original investment. (N) RESTRICTED SECURITIES The Fund is permitted to invest in privately placed restricted securities. These securities may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. (O) SECURITIES PURCHASED ON A WHEN-ISSUED OR FORWARD COMMITMENT BASIS The Fund may trade securities on a when-issued or forward commitment basis, with payment and delivery scheduled for a future date. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than the trade date purchase price. Although the Fund will generally purchase these securities with the intention of acquiring such securities, they may sell such securities before the settlement date. These securities are identified on the accompanying Portfolio of Investments. The Fund has purchased and sold when-issued securities during the period and has set aside liquid securities as collateral for these commitments. (P) LINE OF CREDIT The Fund, along with certain other funds advised and/or administered by the Manager, has a line of credit with each of BankBoston and State Street Bank & Trust Company. The arrangements with the banks allow the Fund and certain other Funds to borrow, on a first come, first serve basis, an aggregate maximum amount of $250,000,000. The Fund is limited to borrowing up to 33 1/3% of the value of the Fund's total assets. On October 31, 1998, the Fund had no loans outstanding. For the year ended October 31, 1998, the weighted average outstanding daily balance of bank loans (based on the number of days the loans were outstanding) was $7,855,160, with a weighted average interest rate of 6.29%. Interest expense for the year ended October 31, 1998 was $308,816. Other interest expense charges amounted to $50,819. 2. RELATED PARTIES A I M Advisors, Inc. (the "Manager"), an indirect wholly-owned subsidiary of AMVESCAP PLC, is the Fund's investment manager and administrator and INVESCO (NY), Inc., (formerly, Chancellor LGT Asset Management, Inc.) is the Fund's investment sub-advisor and sub-administrator. As of the close of business on May 29, 1998, Liechtenstein Global Trust AG ("LGT"), the former indirect parent organization of Chancellor LGT Asset Management, Inc. ("Chancellor LGT") consummated a purchase agreement with AMVESCAP PLC pursuant to which AMVESCAP PLC acquired LGT's Asset Management Division, which included Chancellor LGT and certain other affiliates. As a result of this transaction, Chancellor LGT was renamed INVESCO (NY), Inc., and is now an indirect wholly-owned subsidiary of AMVESCAP PLC. A I M Distributors, Inc. ("AIM Distributors"), a wholly-owned subsidiary of the Manager, is the Fund's distributor as of the close of business on May 29, 1998. The Trust was reorganized from a Maryland corporation into a Delaware business trust on September 8, 1998. Finally, as of the close of business on September 4, 1998, A I M Fund Services, Inc. ("AFS"), an affiliate of the Manager and AIM Distributors, replaced GT Global Investor Services, Inc. ("GT Services") as the transfer agent of the Fund. The Fund pays the Manager investment management and administration fees at the annualized rate of 0.975% on the first $500 million of average daily net assets of the Fund; 0.95% on the next $500 million; 0.925% on the next $500 million and 0.90% on amounts thereafter. These fees are computed daily and paid monthly. AIM Distributors, an affiliate of the Manager, serves as the Fund's distributor. For the period ended May 29, 1998, GT Global, Inc. ("GT Global"), an affiliate of the investment sub-advisor, served as the Fund's distributor. The Fund offers Class A, Class B, and Advisor Class shares for purchase. F18 34 Class A shares are subject to initial sales charges imposed at the time of purchase, in accordance with the schedule included in the Fund's current prospectus. AIM Distributors collects the sales charges imposed on sales of Class A shares, and reallows a portion of such charges to dealers through which the sales are made. For the year ended October 31, 1998, AIM Distributors and GT Global retained sales charges of $819 and $0, respectively. Purchases of Class A shares exceeding $1,000,000 may be subject to a contingent deferred sales charge ("CDSC") upon redemption, in accordance with the Fund's current prospectus. AIM Distributors and GT Global collected CDSCs for the year ended October 31, 1998 of $2,664 and $0, respectively. AIM Distributors also makes ongoing shareholder servicing and trail commission payments to dealers whose clients hold Class A shares. Class B shares are not subject to initial sales charges. When Class B shares are sold, AIM Distributors, from its own resources, pays commissions to dealers through which the sales are made. Certain redemptions of Class B shares made within six years of purchase are subject to CDSCs, in accordance with the Fund's current prospectus. For the year ended October 31, 1998, AIM Distributors and GT Global collected CDSCs in the amount of $1,588 and $0, respectively. In addition, AIM Distributors makes ongoing shareholder servicing and trail commission payments to dealers whose clients hold Class B shares. For the period ended May 29, 1998, pursuant to the then effective separate distribution plans adopted under the 1940 Act Rule 12b-1 by the Trust's Board of Trustees with respect to the Fund's Class A shares ("Class A Plan") and Class B shares ("Class B Plan"), the Fund reimbursed GT Global for a portion of its shareholder servicing and distribution expenses. Under the Class A Plan, the Fund was permitted to pay GT Global a service fee at the annualized rate of up to 0.25% of the average daily net assets of the Fund's Class A shares for GT Global's expenditures incurred in servicing and maintaining shareholder accounts, and was permitted to pay GT Global a distribution fee at the annualized rate of up to 0.50% of the average daily net assets of the Fund's Class A shares, less any amounts paid by the Fund as the aforementioned service fee, for GT Global's expenditures incurred in providing services as distributor. All expenses for which GT Global was reimbursed under the Class A Plan would have been incurred within one year of such reimbursement. For the period ended May 29, 1998, pursuant to the Class B Plan, the Fund was permitted to pay GT Global a service fee at the annualized rate of up to 0.25% of the average daily net assets of the Fund's Class B shares for GT Global's expenditures incurred in servicing and maintaining shareholder accounts, and was permitted to pay GT Global a distribution fee at the annualized rate of up to 0.75% of the average daily net assets of the Fund's Class B shares for GT Global's expenditures incurred in providing services as distributor. Expenses incurred under the Class B Plan in excess of 1.00% annually were permitted to be carried forward for reimbursement in subsequent years as long as that Plan continued in effect. Effective as of the close of business May 29, 1998, pursuant to Rule 12b-1 under the 1940 Act, the Trust's Board of Trustees adopted a Master Distribution Plan applicable to the Fund's Class A shares ("Class A Plan") and Class B shares ("Class B Plan"), pursuant to which the Fund compensates AIM Distributors for the purpose of financing any activity that is intended to result in the sale of Class A or Class B shares of the Fund. Under the Class A Plan, the Fund compensates AIM Distributors up to an annualized rate of 0.50% of the average daily net assets of the Fund's Class A shares. Class A shares issued as a result of the conversion of shares from the Predecessor Fund are limited to 0.25% of the average daily net assets of the Fund's Class A shares. Under the Class B Plan, the Fund compensates AIM Distributors at an annualized rate of 1.00% of the average daily net assets of the Fund's Class B shares. The Class A Plan and the Class B Plan (together, the "Plans") are designed to compensate AIM Distributors for certain promotional and other sales-related costs, and to implement a dealer incentive program that provides for periodic payments to selected dealers who furnish continuing personal shareholder services to their customers who purchase and own Class A and Class B shares of the Fund. Payments also can be directed by AIM Distributors to financial institutions who have entered into service agreements with respect to Class A and Class B shares of the Fund and who provide continuing personal services to their customers who own Class A and Class B shares of the Fund. The service fees payable to selected financial institutions are calculated at the annual rate of 0.25% of the average daily net asset value of those Fund shares that are held in such institution's customers' accounts that were purchased on or after a prescribed date set forth in the Plans. The Manager and AIM Distributors voluntarily have undertaken to limit the Fund's expenses (exclusive of brokerage commissions, taxes, interest, and extraordinary expenses) to the maximum annual rate of 2.00%, 2.50%, and 1.50% of the average daily net assets of the Fund's Class A, Class B, and Advisor Class shares, respectively. If necessary, this limitation will be effected by the waivers by the Manager of investment management and administration fees, waivers by AIM Distributors of payments under the Class A Plan and/or Class B Plan and/or reimbursements by the Manager or AIM Distributors of portions of the Fund's other operating expenses. Effective as of the close of business September 4, 1998, the Fund, pursuant to a transfer agency and service agreement, has agreed to pay A I M Fund Services, Inc. ("AFS") an annualized fee of $24.85 per shareholder accounts that are open during any monthly period (this fee includes all out-of-pocket expenses), and an annualized fee of $0.70 per shareholder account that is closed during any monthly period. Both fees shall be billed by AFS monthly in arrears on a prorated basis of 1/12 of the annualized fee for all such accounts. For the period November 1, 1997 to September 4, 1998, GT Services, an affiliate of the Manager and AIM Distributors, was the transfer agent of the Fund. For performing shareholder servicing, reporting, and general transfer agent services, GT Services received an annual maintenance fee of $17.50 per account, a new account fee of $4.00 per account, a per transaction fee of $1.75 for all transactions other than exchanges and a per exchange fee of $2.25. GT Services also was reimbursed by the Fund for its out-of-pocket expenses for such items as postage, forms, telephone charges, stationery and office supplies. F19 35 The Manager is the pricing and accounting agent for the Fund. The monthly fee for these services paid to the Manager is a percentage, not to exceed 0.03% annually, of the Fund's average daily net assets. The annual fee rate is derived based on the aggregate net assets of the funds which comprise the following investment companies: AIM Growth Series, AIM Investment Funds, AIM Investment Portfolios, AIM Series Trust, G.T. Global Variable Investment Series and G.T. Global Variable Investment Trust. The fee is calculated at the rate of 0.03% of the first $5 billion of assets and 0.02% to the assets in excess of $5 billion. An amount is allocated to and paid by each such fund based on its relative average daily net assets. The Trust pays each Trustee who is not an employee, officer or director of the Manager, or any other affiliated company, $5,000 per year plus $300 for each meeting of the board or any committee thereof attended by the Trustee. 3. PURCHASES AND SALES OF SECURITIES For the year ended October 31, 1998, purchases and sales of investment securities by the Fund, other than U.S. government obligations and short-term investments, aggregated $202,780,180 and $438,952,561, respectively. For the year ended October 31, 1998, purchases and sales of U.S. government obligations aggregated $0 and $7,170,550, respectively. 4. CAPITAL SHARES At October 31, 1998, there were 6,000,000,000 shares of the Trust's common stock authorized, at $0.0001 par value. Of this amount, 400,000,000 were classified as shares of the AIM Global Telecommunications Fund; 400,000,000 were classified as shares of AIM Global Government Income Fund; 200,000,000 were classified as shares of AIM Global Health Care Fund; 200,000,000 were classified as shares of AIM Strategic Income Fund; 200,000,000 were classified as shares of AIM Developing Markets Fund; 200,000,000 were classified as shares of GT Global Currency Fund (inactive); 200,000,000 were classified as shares of AIM Global Growth & Income Fund; 200,000,000 were classified as shares of GT Global Small Companies Fund (inactive); 200,000,000 were classified as shares of AIM Latin American Growth Fund; 200,000,000 were classified as shares of AIM Emerging Markets Fund; 200,000,000 were classified as shares of AIM Emerging Markets Debt Fund; 200,000,000 were classified as shares of AIM Global Financial Services Fund; 200,000,000 were classified as shares of AIM Global Resources Fund; 200,000,000 were classified as shares of AIM Global Infrastructure Fund; 200,000,000 were classified as shares of AIM Global Consumer Products and Services Fund. The shares of each of the foregoing series of the Trusts were divided equally into two classes, designated Class A and Class B common stock. With respect to the issuance of Advisor Class shares, 100,000,000 shares were classified as shares of each of the fifteen series of the Trusts and designated as Advisor Class common stock. 1,100,000,000 shares remain unclassified. Transactions in capital shares of the Fund were as follows: CAPITAL SHARE TRANSACTIONS YEAR ENDED OCTOBER 31, 1998 -------------------------- CLASS A SHARES AMOUNT - -------------------------------------------------- ----------- ------------- Shares sold....................................... 486,628 $ 5,011,027 Shares issued in connection with reinvestment of distributions................................... 676,257 8,203,222 ----------- ------------- 1,162,885 13,214,249 Shares repurchased including those purchased in connection with open ending of the Fund on 11/1/97*........................................ (25,963,398) (308,568,937) ----------- ------------- Net decrease...................................... (24,800,513) $(295,354,688) ----------- ------------- ----------- ------------- CLASS B - -------------------------------------------------- Shares sold....................................... 30,654 $ 314,666 Shares issued in connection with reinvestment of distributions................................... 124 1,499 ----------- ------------- 30,778 316,165 Shares repurchased................................ (10,213) (89,300) ----------- ------------- Net increase...................................... 20,565 $ 226,865 ----------- ------------- ----------- ------------- ADVISOR CLASS - -------------------------------------------------- Shares sold....................................... 4,782 $ 49,262 Shares issued in connection with reinvestment of distributions................................... 4 46 ----------- ------------- 4,786 49,308 Shares repurchased................................ (909) (8,996) ----------- ------------- Net increase...................................... 3,877 $ 40,312 ----------- ------------- ----------- ------------- - -------------- * The redemption amount for Class A is net of a 2% redemption fee of $4,945,536 incurred in the period from November 1, 1997 to May 1, 1998 in connection with redemptions upon the open ending of the Fund. F20 36 5. EXPENSE REDUCTIONS The Manager has directed certain portfolio trades to brokers who then paid a portion of the Fund's expenses. For the year ended October 31, 1998, the Fund's expenses were reduced by $41,663 under these arrangements. 6. ADDITIONAL INFORMATION The Board of Trustees of AIM Investment Funds unanimously approved, on September 23, 1998, a Plan of Reorganization and Termination ("Plan") pursuant to which AIM Emerging Markets Fund ("Emerging Markets Fund") would transfer substantially all of its assets to the Fund. As a result of the transaction, shareholders of the Emerging Markets Fund would receive shares of the Fund in exchange for their shares of Emerging Markets Fund, and Emerging Markets Fund would cease operations. The Plan requires the approval of Emerging Markets Fund shareholders and will be submitted to the shareholders for their consideration at a meeting to be held in February 1999. If the Plan is approved by shareholders of Emerging Markets Fund and certain conditions required by the Plan are satisfied, the transaction is expected to become effective before the end of February 1999. 7. PROXY RESULTS (UNAUDITED) The Special Meeting of Shareholders of the G.T. Investment Funds, Inc. now known as AIM Investment Funds (the "Trust") was held on May 20, 1998 at the Trust's offices, 50 California Street, 26th Floor, San Francisco, California. The meeting was held for the following purposes: (1) To elect Trustees as follows: C. Derek Anderson, Frank S. Bayley, William J. Guilfoyle, Arthur C. Patterson, Ruth H. Quigley. (2) To approve a new Investment Management and Administration Contract and Sub-Advisory and Sub-Administration Contract with respect to each series of the Trust (each, a "Fund," and collectively, the "Funds"). (3) To approve replacement Rule 12b-1 plans of distribution with respect to Class A and B Shares of the Fund. (4) To approve changes to the fundamental investment restrictions of the Fund. (5) To approve an agreement and plan of conversion and termination for the Trust. (6) To ratify the selection of Coopers & Lybrand L.L.P. now known as PricewaterhouseCoopers LLP as the Trust's independent public accountants. The results of the proxy solicitation on the above matters were as follows: VOTES WITHHELD/ TRUSTEE/MATTER VOTES FOR AGAINST ABSTENTIONS ------------------------------------------------------------ -------------- ------------ ------------- (1) C. Derek Anderson........................................... [ 8,148,548 N/A 1,003,318 Frank S. Bayley............................................. 8,141,634 N/A 1,010,232 William J. Guilfoyle........................................ 8,152,322 N/A 999,544 Arthur C. Patterson......................................... 8,161,211 N/A 990,655 Ruth H. Quigley............................................. 8,161,411 N/A 990,445 (2)(a) Approval of investment management and administration contract................................................... 6,214,229 523,624 557,973 (2)(b) Approval of sub-advisory and sub-administration contract.... 6,165,338 552,219 578,268 (3) Approval of replacement Rule 12b-1 plans of distribution CLASS A..................................................... 7,788,067 720,705 624,489 CLASS B..................................................... 15,702 N/A N/A (4) Approval of changes to the fundamental investment restrictions............................................... 6,156,539 548,114 591,173 (5) Approval of an agreement and plan of conversion and termination with respect to the Trust (approval at a Special Meeting held on June 22, 1998)..................... 190,027,469 6,362,084 19,815,262 (6) Ratification of the selection of Coopers & Lybrand L.L.P. as the Trust's Independent Public Accountants................. 8,594,659 145,618 411,587 ] F21 37 - ------------------------ FEDERAL TAX INFORMATION (UNAUDITED): For the fiscal year ended October 31, 1998, the amount of income received by the Fund from sources within foreign countries and possessions of the United States was $.852 per share (representing a total of $9,916,743). The amount of taxes paid by the Fund to such countries for the fiscal year ended October 31, 1998 was $.0186 per share (representing a total of $216,100). The following table provides a breakdown by country of ordinary income dividends and foreign taxes paid by the Fund during the fiscal year ended October 31, 1998: COUNTRY GROSS INCOME % FOREIGN TAX PAID % - --------------------------------------------------------------------------------------- -------------- ------------------ Argentina.............................................................................. 4.34 -- Brazil................................................................................. 12.10 21.60 Bulgaria............................................................................... 1.54 -- Chile.................................................................................. 2.38 28.12 China.................................................................................. 1.81 -- Egypt.................................................................................. 9.02 1.78 Israel................................................................................. 1.43 13.47 Malaysia............................................................................... 0.50 3.51 Mexico................................................................................. 6.32 -- Pakistan............................................................................... 1.37 1.79 Peru................................................................................... 1.90 -- Philippines............................................................................ 0.35 1.90 Russia................................................................................. 34.21 -- South Africa........................................................................... 5.64 -- Taiwan................................................................................. 0.44 5.82 Turkey................................................................................. 1.75 -- Zimbabwe............................................................................... 0.15 1.13 Various................................................................................ 8.37 2.96 -------------- -------- 93.62 82.08 Nonqualifying.......................................................................... 1.54 17.92 United States.......................................................................... 4.84 -- -------------- -------- 100.00% 100.00% -------------- -------- -------------- -------- Information needed by shareholders to prepare their 1998 federal income tax return will be provided with the annual 1099 information in January 1999. F22 38 TRUSTEES & OFFICERS BOARD OF TRUSTEES OFFICERS OFFICE OF THE FUND C. Derek Anderson Robert H. Graham 11 Greenway Plaza President, Plantagenet Capital Chairman and President Suite 100 Management, LLC (an investment Houston, TX 77046 partnership); Chief Executive Officer, John J. Arthur Plantagenet Holdings, Ltd. Vice President INVESTMENT MANAGER (an investment banking firm) Helge K. Lee A I M Advisors, Inc. Frank S. Bayley Vice President & Secretary 11 Greenway Plaza Partner, law firm of Suite 100 Baker & McKenzie Dana R. Sutton Houston, TX 77046 Vice President and Assistant Treasurer Robert H. Graham SUB-ADVISOR President and Chief Executive Officer, Kenneth W. Chancey A I M Management Group Inc. Vice President and Principal INVESCO (NY), Inc. Accounting Officer 50 California Street, 27th Floor Arthur C. Patterson San Francisco, CA 94111 Managing Partner, Accel Partners Melville B. Cox (a venture capital firm) Vice President TRANSFER AGENT Ruth H. Quigley Gary T. Crum A I M Fund Services, Inc. Private Investor Vice President P.O. Box 4739 Houston, TX 77210-4739 Carol F. Relihan Vice President CUSTODIAN David P. Hess State Street Bank and Trust Company Assistant Secretary 225 Franklin Street Boston, MA 02110 Nancy L. Martin Assistant Secretary COUNSEL TO THE FUND Ofelia M. Mayo Kirkpatrick & Lockhart, LLP Assistant Secretary 1800 Massachusetts Avenue, N.W. Washington, D.C. 20036-1800 Kathleen J. Pflueger Assistant Secretary COUNSEL TO THE TRUSTEES Michael A. Silver Paul, Hastings, Janofsky & Walker LL Assistant Secretary Twenty Third Floor 555 South Flower Street Samuel D. Sirko Los Angeles, CA 90071 Assistant Secretary DISTRIBUTOR Pamela Ruddock Assistant Treasurer A I M Distributors, Inc. 11 Greenway Plaza Paul Wozniak Suite 100 Assistant Treasurer Houston, TX 77046 AUDITORS PricewaterhouseCoopers LLP One Post Office Square Boston, MA 02109 39 The AIM Family of Funds--Registered Trademark-- GROWTH FUNDS INTERNATIONAL GROWTH FUNDS AIM Aggressive Growth Fund(1) AIM Advisor International Value Fund AIM Blue Chip Fund AIM Asian Growth Fund AIM Capital Development Fund AIM Developing Markets Fund(2) AIM Constellation Fund AIM Emerging Markets Fund(2) AIM Mid Cap Equity Fund(2), (A) AIM Europe Growth Fund(2) AIM Select Growth Fund(3) AIM European Development Fund AIM Small Cap Growth Fund(2), (B) AIM International Equity Fund AIM Small Cap Opportunities Fund AIM International Growth Fund(2) AIM Value Fund AIM Japan Growth Fund(2) AIM Weingarten Fund AIM Latin American Growth Fund(2) AIM New Pacific Growth Fund(2) GROWTH & INCOME FUNDS AIM Advisor Flex Fund GLOBAL GROWTH FUNDS AIM Advisor Large Cap Value Fund AIM Global Aggressive Growth Fund AIM Advisor MultiFlex Fund AIM Global Growth Fund AIM Advisor Real Estate Fund AIM Worldwide Growth Fund(2) AIM Balanced Fund AIM Basic Value Fund(2), (C) GLOBAL GROWTH & INCOME FUNDS AIM Charter Fund AIM Global Growth & Income Fund(2) AIM Global Utilities Fund INCOME FUNDS AIM Floating Rate Fund(2) GLOBAL INCOME FUNDS AIM High Yield Fund AIM Emerging Markets Debt Fund(2), (D) AIM High Yield Fund II AIM Global Government Income Fund(2) AIM Income Fund AIM Global Income Fund AIM Intermediate Government Fund AIM Strategic Income Fund(2) AIM Limited Maturity Treasury Fund THEME FUNDS TAX-FREE INCOME FUNDS AIM Global Consumer Products and Services Fund(2) AIM High Income Municipal Fund AIM Global Financial Services Fund(2) AIM Municipal Bond Fund AIM Global Health Care Fund(2) AIM Tax-Exempt Bond Fund of Connecticut AIM Global Infrastructure Fund(2) AIM Tax-Free Intermediate Fund AIM Global Resources Fund(2) AIM Global Telecommunications Fund(2) MONEY MARKET FUNDS AIM Global Trends Fund(2), (E) AIM Dollar Fund(2) AIM Money Market Fund AIM Tax-Exempt Cash Fund (1) AIM Aggressive Growth Fund reopened to new investors November 16, 1998. (2) Effective May 29, 1998, A I M Advisors, Inc. became advisor to the former GT Global Funds. (3) On May 1, 1998, AIM Growth Fund was renamed AIM Select Growth Fund. (A) On September 8, 1998, AIM Mid Cap Growth Fund was renamed AIM Mid Cap Equity Fund. (B) On September 8, 1998, AIM Small Cap Equity Fund was renamed AIM Small Cap Growth Fund. (C) On September 8, 1998, AIM America Value Fund was renamed AIM Basic Value Fund. (D) On September 8, 1998, AIM Global High Income Fund was renamed AIM Emerging Markets Debt Fund. (E) On September 8, 1998, AIM New Dimension Fund was renamed AIM Global Trends Fund. For more complete information about any AIM Fund(s), including sales charges and expenses, ask your financial consultant or securities dealer for a free prospectus(es). Please read the prospectus(es) carefully before you invest or send money. A I M Management Group Inc. has provided leadership in the mutual fund industry since 1976 and managed approximately $91 billion in assets for more than 5.5 million shareholders, including individual investors, corporate clients, and financial institutions, as of September 30, 1998. The AIM Family of Funds--Registered Trademark-- is distributed nationwide, and AIM today is the 11th-largest mutual fund complex in the U.S. in assets under management, according to Strategic Insight, an independent mutual fund monitor. 40 APPENDIX III ANNUAL REPORT / OCTOBER 31 1998 AIM EMERGING MARKETS FUND [Cover Artwork] [AIM Logo] Invest with DISCIPLINE--Registration Trademark-- 41 Mural from the Temple of Longing by Paul Klee [Artwork] Paul Klee's art was transformed by a trip he took to Tunisia in 1914, where he was awed by the landscape's beautifully intense color and light. Klee brought those qualities to his own work, creating imaginative, light-filled paintings like the one on the cover. Radiating with optimism and energy, Klee's Mural is a fitting emblem for the dynamic growth pushing today's emerging markets into the 21st century. AIM Emerging Markets Fund is for shareholders who seek long-term growth of capital. The Fund primarily invests in equity securities of companies located in emerging markets, which generally include every country except the U.S., Canada, Japan, Australia, New Zealand and most of the countries of western Europe. ABOUT FUND PERFORMANCE AND PORTFOLIO DATA THROUGHOUT THIS REPORT: o AIM Emerging Markets Fund (formerly GT Global Emerging Markets Fund) performance figures are historical and reflect reinvestment of all distributions and changes in net asset value. Unless otherwise indicated, the Fund's performance is computed at net asset value without a sales charge. o When sales charges are included in performance figures, Class A share performance reflects the maximum 4.75% sales charge, and Class B 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 performance of the Fund's Class B shares will differ from that of Class A shares due to differences in sales charge structure and Fund expenses. o Advisor Class shares are not sold directly to the general public and are available only through certain employee benefit plans, financial institutions and other entities that have entered into specific agreements with the Fund's Distributor. Please see the Fund's prospectus for more complete information. o The Fund's investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. o International investing presents certain risks not associated with investing solely in the United States. These include risks relating to fluctuations in the value of the U.S. dollar relative to the values of other currencies, the custody arrangements made for the Fund's foreign holdings, differences in accounting, political risks, and the lesser degree of public information required to be provided by non-U.S. companies. ABOUT INDEXES AND OTHER PERFORMANCE BENCHMARKS CITED IN THIS REPORT: o The IFC Investable Composite Index is a market value-weighted average of the performance of the securities listed on the exchange of 29 countries. It includes the effect of reinvested dividends and is measured in U.S. dollars. o The MSCI Emerging Markets Free Index is a group of unmanaged securities from emerging markets tracked by Morgan Stanley Capital International. A "free" index includes only securities available to non-domestic investors. o An investment cannot be made in any index listed. Unless otherwise indicated, index results include reinvested dividends and do not reflect sales charges MUTUAL FUNDS, ANNUITIES, AND OTHER INVESTMENTS ARE NOT INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY; ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR GUARANTEED BY, ANY BANK OR ANY AFFILIATE; AND ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED. This report may be distributed only to current shareholders or to persons who have received a current prospectus of the Fund. AIM EMERGING MARKETS FUND 42 ANNUAL REPORT / CHAIRMAN'S LETTER [PHOTO OF CHARLES T. BAUER, CHAIRMAN OF THE BOARD OF THE FUND APPEARS HERE] Chairman's Letter Dear Fellow Shareholder: During the fiscal year covered by this report, a variety of events converged to produce harsh market conditions in several sectors and geographic areas: fallout from currency devaluations in Southeast Asia, the seemingly intractable downturn in Japan, Russia's default on much of its foreign debt, fear that Latin America could be engulfed by the world's difficulties, and the virtual collapse of commodity prices as worldwide economic growth faltered and many nations slipped into recession. We understand how unnerving it is to have an investment lose value. While the difficult market environment helps explain much of your Fund's poor performance, it is not the whole story. When we added the former GT Global funds to our fund family late in the fiscal year, we understood that several of them needed to bolster their performance substantially. We also recognized their significant long-term potential, and now that we are the funds' investment adviser, we will strive to see that potential realized. Where necessary, we have begun to make the changes in management and investment strategy we believe will enhance your Fund's performance. We intend to continue managing your Fund with the careful oversight and disciplined investment strategy used in all AIM funds, and we hope you will share our patience as investors while we work to improve your Fund's performance. On the pages that follow, your Fund's management team offers more detailed discussion of how markets behaved, how they managed the portfolio during the fiscal year, and what they foresee for your Fund and the markets where it invests. We hope you find their discussion informative. INVESTING FUNDAMENTALS UNCHANGED The abrupt reversals of market sentiment during this reporting period reinforce our conviction that markets are unpredictable in the short term. Since even the best money managers cannot know exactly when to enter and exit a market, we remain convinced that the wisest strategy is to stay fully invested despite volatility and short-term disappointment. However difficult many markets have been this fiscal year, the fundamental principles of investing are unchanged: o broad portfolio diversification, in which this Fund is part of a complete investment strategy designed with your personal financial goals in mind; o realistic expectations, recognizing that the potential for downturns is always present; and o as always, long-term thinking. Your financial consultant is your best resource for helping you construct a diversified portfolio, weather turbulent markets, and keep your eye on your long-term goals. We are pleased to send you this report on your Fund's fiscal year. If you have any questions or comments, please contact our Client Services department at 800-959-4246 or e-mail your inquiry to us at general@aimfunds.com. You can access information about your account through our AIM Investor Line at 800-246-5463 or on our Web site, www.aimfunds.com. We often post market updates on our Web site. We thank you for your continued participation in The AIM Family of Funds--Registered Trademark--. WE INTEND TO CONTINUE MANAGING YOUR FUND WITH THE CAREFUL OVERSIGHT AND DISCIPLINED INVESTMENT STRATEGY USED IN ALL AIM FUNDS. Sincerely, /s/ CHARLES T. BAUER Charles T. Bauer Chairman AIM EMERGING MARKETS FUND 43 ANNUAL REPORT / MANAGERS' OVERVIEW FLIGHT TO QUALITY AFFECTS EMERGING MARKETS GLOBAL MARKET VOLATILITY DOMINATED FINANCIAL NEWS IN 1998. HOW DID THE FUND PERFORM IN THIS ENVIRONMENT? We have been in a very challenging environment over the last year. The Fund has suffered from the particular crises hitting individual countries, but it has also been hurt by the increasingly negative perception of the riskiness of emerging market investing. Results for the fiscal year ended October 31, 1998 were quite disappointing. Total return was -39.62% for Class A shares and -39.90% for Class B shares. In comparison, the MSCI Emerging Markets Free Index had a return of -30.98%. WHY WAS MARKET TURMOIL SO PERVASIVE? The chain reaction started in Asia. Devalued currencies plus billions in bad loans curtailed the region's ability to purchase goods and raw materials from the world's sellers. When Asian companies flooded global commodities markets with their inventories to produce desperately needed revenues, the combination of oversupply and weakened demand caused prices to plummet, contributing to worldwide deflation. Meanwhile, investors worried over news of Russia's overwhelming government debt and the speculative borrowing practiced by its private banks. The situation was especially troubling because it was set against a backdrop of weakening oil and commodity prices. In August, Russia attempted to stabilize the banking system by floating the ruble and suspending repayment of much of its foreign debt. These events spurred a worldwide flight to quality, resulting in a broad-based selloff. Even though Russia has a relative ly small economy and engages in just a tiny portion of world trade, many investors sustained millions of dollars in losses from their exposure to both its debt and equity markets. IN THE WAKE OF THE ASIAN AND RUSSIAN CRISES, INVESTORS BEGAN TO REDUCE THEIR EXPOSURE TO EMERGING MARKETS. In the wake of the Asian and Russian crises, investors began to reduce their exposure to emerging markets. As external capital drained away, expectations deteriorated for further growth in places like Brazil. Latin America as well as the more open markets in the Emerging EMEA (Europe, Middle East, and Africa) region suffered both from investor flight and from the associated rising interest rates. WHAT IS YOUR OVERALL STRATEGY IN MANAGING THE FUND? First we determine the portfolio's target country allocations through a top-down process that evaluates and scores countries based on their economic growth, monetary cycle, government policy, and overall earnings growth. Our stock research and selection process identifies stocks demonstrating growth, but at a reasonable price. We then adjust our top-down allocation depending on the availability of stocks suitable for investment in a particular country or sector. WHAT ARE THE MOST SIGNIFICANT CHANGES YOU'VE MADE IN THE PORTFOLIO RECENTLY? The most important strategy we've taken in the last few months has been to concentrate the portfolio in the markets and stocks where we are most confident about the growth and valuation outlook. We've deliberately reduced the breadth of holdings, bringing the number down from over 200 to about 110, and we've nearly eliminated exposures to such highly unstable markets as Pakistan, Sri Lanka, the Philippines, Thailand, and Malaysia. We've also virtually eliminated the Fund's exposure to Russia. We don't expect to invest in the Russian market until the political and economic environment has stabilized. YOUR LARGEST COUNTRY ALLOCATIONS ARE IN LATIN AMERICA. WHY DID YOU FAVOR THIS REGION? Despite recent market turbulence, we still believe in Latin America's long-term potential. Growth estimates have indeed been revised down for 1999, but, with the exception of Venezuela, growth is expected in the region. Relative to Asia, Latin America stands to perform much better because of its more favorable trade ties to the United States. The governments of the major economies in Latin America continue to emphasize responsible fiscal and monetary policies. We feel that many are truly committed to reform and deregulation. In fact, we've already witnessed important restructuring efforts in the banking industries of several Latin American countries and the first stages of fiscal reform in Brazil. WHICH LATIN AMERICAN STOCKS HAVE YOU LIKED? In Brazil, we own a number of privatization candidates. Many of the larger utilities in Brazil appear undervalued given the strong medium-term growth prospects for the economy. We emphasized oil and natural resource stocks because they benefit from U.S. dollar revenues and from privatization efforts, which should encourage greater operating efficiency. We also liked Brazil's utilities such as Companhia Energetica de Minas Gerais (CEMIG), provider of electric power to the Brazilian state of Minas Gerais. With political uncertainties now reduced, such stocks have attracted investor interest once again. Our second largest country allocation See important Fund and index disclosures inside front cover. AIM EMERGING MARKETS FUND 44 ANNUAL REPORT / MANAGERS' OVERVIEW was in Mexico, which we believe will show relatively stable economic growth into 1999. We've focused on blue chips as well as stocks that stand to benefit from the large devaluation of the peso. Although earnings will certainly be affected this year by the monetary correction, the competitive position of Mexico's exporters has been protected by it. That should help companies like soft-drink producer Fomento Economico Mexicano S.A. de C.V., one of our largest holdings in Mexico. The company exports to 63 countries around the world and benefits from strong domestic demand. WHERE ELSE ARE YOU FINDING OPPORTUNITIES? One of the advantages of a global emerging markets portfolio is its diversity. We have found a number of investments that were relatively sheltered from global economic difficulties. For example, Hindustan Lever, one of the largest low-end consumer good manufacturers in India, announced better-than-anticipated earnings for the third quarter of 1998. The company makes soap, toothpaste, and other personal care products. Global volatility has created good buying opportunities in smaller mar kets such as Egypt and Morocco, which have demonstrated relatively strong growth, falling interest rates, a decline in inflation, and attractive valuations. As investors turned negative on emerging markets as an asset class, the resulting market correction allowed us to acquire some fundamentally sound stocks at good prices. Similarly, problems in Russia have affected the prices of some of Eastern Europe's more attractive stocks. For instance, Magyar Olaj-es Gazipari (MOL--the gas distributor in Hungary, and Kreditbank of Poland are both strong stocks that we believe are trading at a discount. GLOBAL VOLATILITY HAS CREATED GOOD BUYING OPPORTUNITIES IN SMALLER MARKETS SUCH AS EGYPT AND MOROCCO . . . We've raised our weighting in Greece, which is committed to joining Europe's Economic and Monetary Union (EMU). In anticipation of that goal, the country has made major strides in economic and fiscal reform. An example of a Greek company we liked is Stet Hellas, a cellular company that has shown very strong earnings growth in recent quarters. WHAT IS YOUR OUTLOOK FOR EMERGING MARKETS AND FOR THE FUND? Although we expect growth to be disappointing over the next year, we believe that emerging markets continue to offer a long-term investment option for the most aggressive investors. The fundamentals driving growth in emerging markets are still there: consumption, industrialization, a maturing financial services industry, and continuing investment in infrastructure. Emerging markets potentially can offer earnings growth rates that exceed those in developed countries as well as valuations at a considerable discount in many cases; however, there are also many more risks and uncertainties associated with this type of investment. We urge you to read your prospectus for more information about the fund's objectives, strategies, and risks. TOP 10 COUNTRIES As of 10/31/98 based on total net assets 1. Brazil 15.3% 2. Mexico 13.9 3. United States & Other 10.3 4. Egypt 7.2 5. Taiwan 6.8 6. South Africa 6.8 7. India 6.3 8. Greece 6.1 9. Israel 5.6 10. Argentina 3.9 TOP 10 PORTFOLIO HOLDINGS As of 10/31/98 based on total net assets 1. Telecomunicacoes Brasileiras S.A. 4.8% (Telebras) - ADR (Brazil) 2. Merrill Lynch - Kospi 200 2.8 Call Warrants, due 9/9/99 (United States) 3. Telefonos de Mexico, S.A. 2.7 de C.V. "L" - ADR (Mexico) 4. Grupo Carso, S.A. de C.V. "A1" 2.5 (Mexico) 5. Petroleo Brasileiro, S.A. 2.2 (Petrobras) Preferred (Brazil) 6. Hindustan Lever Ltd. (India) 2.1 7. Companhia Energetica de 2.0 Minas Gerais (CEMIG) - ADR (Brazil) 8. Heliopolis Housing (Egypt) 2.0 9. Magyar Tavkozlesi Rt. - ADR 2.0 (Hungary) 10. South African Breweries Ltd. 1.9 (South Africa) TOP 10 INDUSTRIES As of 10/31/98 based on total net assets 1. Services 22.1% 2. Finance 18.1 3. Consumer Non-Durables 11.7 4. Energy 10.4 5. Materials/Basic Industry 9.1 6. Multi-Industry/Miscellaneous 7.3 7. Technology 5.0 8. Capital Goods 3.6 9. Health Care 2.2 10. Consumer Durables 0.3 Please keep in mind that the Fund's portfolio is subject to change and there is no assurance the Fund will continue to hold any particular security. See important Fund and index disclosures inside front cover. AIM EMERGING MARKETS FUND 45 ANNUAL REPORT / PERFORMANCE HISTORY YOUR FUND'S LONG-TERM PERFORMANCE RESULTS OF A $10,000 INVESTMENT AIM EMERGING MARKETS FUND VS. BENCHMARK INDEXES 5/31/92-10/31/98 IFC Investable AIM Emerging MSCI Emerging Composite Markets Fund Markets Index Class A Free Index 5/18/92 $10,000 9,525 10,000 7/92 8,804 9,333 8,682 10/92 8,626 9,258 9,078 1/93 8,816 9,269 9,548 4/93 9,669 9,915 10,372 7/93 10,476 10,386 11,887 10/93 12,774 12,107 14,023 1/94 16,015 15,556 16,342 4/94 13,759 13,270 15,064 7/94 14,554 13,858 17,490 10/94 16,279 16,051 16,468 1/95 12,126 12,809 13,186 4/95 12,439 12,711 14,604 7/95 13,395 13,344 14,623 10/95 12,449 12,354 13,747 1/96 13,892 13,282 15,134 4/96 14,337 13,612 15,791 7/96 13,435 12,675 15,182 10/96 13,754 12,728 15,156 1/97 15,009 13,792 16,959 4/97 15,089 13,604 17,015 7/97 16,433 14,846 15,879 10/97 12,373 10,889 13,143 1/98 11,169 9,835 13,699 4/98 12,827 11,193 12,201 7/98 10,478 8,915 8,010 10/98 8,808 6,574 8,415 Past performance cannot guarantee comparable future results. AVERAGE ANNUAL TOTAL RETURNS For periods ending 10/31/98, including sales charges CLASS A SHARES Inception (5/31/92) -6.29% 5 years -12.35 1 year -42.50* CLASS B SHARES Inception (4/1/93) -7.22% 5 years -12.28 1 year -42.90** ADVISOR CLASS (Sales charges do not apply.) Inception (6/1/95) -18.12% 1 year -39.23 *-39.62%, excluding sales charges **-39.90%, excluding sales charges Source: Towers Data Systems HYPO--Registered Trademark--. Your Fund's total return includes sales charges, expenses, and management fees. The performance of the Fund's Class B and Advisor Class shares will differ from Class A shares due to differing fees and expenses. For Fund data performance calculations and descriptions of indexes cited on this page, please refer to the inside front cover. MARKET VOLATILITY CAN SIGNIFICANTLY IMPACT SHORT-TERM PERFORMANCE. RESULTS OF AN INVESTMENT MADE TODAY MAY DIFFER SUBSTANTIALLY FROM THE HISTORICAL PERFORMANCE SHOWN. ABOUT THIS CHART The chart above compares your Fund's Class A shares to benchmark indexes. Use of these indexes is intended to give you a general idea of your Fund's comparative performance. It is important to understand the differences between your Fund and these indexes. An index measures performance of a hypothetical portfolio. A market index such as the MSCI Emerging Markets Free Index is not managed and incurs no sales charges, expenses, or fees. If you could buy all the securities that make up a market index, you would incur expenses that would affect your investment's return. Since the last reporting period, AIM Emerging Markets Fund has elected to use the MSCI Emerging Markets Free Index as its benchmark. This index more closely reflects the performance of the securities in which the Fund invests. In previous reports to shareholders, the Fund used the IFC Investable Composite Index. In the future, we will no longer use this index. Because this is the first reporting period since we adopted the new index, SEC guidelines require that we compare the Fund's performance to both the old and the new index. AIM Emerging Markets Fund 46 AIM EMERGING MARKETS FUND FINANCIAL STATEMENTS 47 REPORT OF INDEPENDENT ACCOUNTANTS - -------------------------------------------------------------------------------- To the Shareholders of AIM Emerging Markets Fund (formerly GT Global Emerging Markets Fund) and Board of Trustees of AIM Investment Funds (formerly G.T. Investment Funds, Inc.): In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the AIM Emerging Markets Fund at October 31, 1998, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with generally accepted accounting principles. 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 generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 1998 by correspondence with the custodian and brokers, provide a reasonable basis for the opinions expressed above. PRICEWATERHOUSECOOPERS L.L.P. BOSTON, MASSACHUSETTS DECEMBER 11, 1998 F1 48 PORTFOLIO OF INVESTMENTS October 31, 1998 - -------------------------------------------------------------------------------- VALUE % OF NET EQUITY INVESTMENTS COUNTRY SHARES (NOTE 1) ASSETS - -------------------------------------------------------------- -------- ----------- ----------- ------------- Services (22.1%) Telecomunicacoes Brasileiras S.A. (Telebras) Preferred - ADR{\/} ................................................... BRZL 59,262 $ 4,500,208 4.8 TELEPHONE NETWORKS Telefonos de Mexico, S.A. de C.V. "L" - ADR{\/} ............ MEX 48,027 2,536,426 2.7 TELEPHONE NETWORKS Magyar Tavkozlesi Rt. - ADR{\/} ............................ HGRY 67,990 1,827,231 2.0 TELEPHONE NETWORKS Cifra, S.A. de C.V. " V"-/- ................................ MEX 995,730 1,350,243 1.4 RETAILERS-OTHER Hellenic Telecommunication Organization S.A. (OTE) ......... GREC 57,266 1,302,888 1.4 TELEPHONE NETWORKS Telecomunicacoes de Sao Paulo S.A. (TELESP): ............... BRZL -- -- 1.3 TELEPHONE - REGIONAL/LOCAL Common-/- ................................................ -- 10,859,000 1,179,032 -- Preferred ................................................ -- 185,406 31,088 -- Telefonica del Peru S.A. - ADR{\/} ......................... PERU 81,400 1,058,200 1.1 TELEPHONE NETWORKS Telefonica de Argentina S.A. - ADR{\/} ..................... ARG 30,983 1,024,375 1.1 TELEPHONE NETWORKS Grupo Televisa, S.A. de C.V. - GDR-/- {\/} ................. MEX 35,100 952,088 1.0 BROADCASTING & PUBLISHING Companhia de Saneamento Basico do Estado de Sao Paulo - SABESP .................................................... BRZL 10,607,155 853,695 0.9 BUSINESS & PUBLIC SERVICES Mahanagar Telephone Nigam Ltd.: ............................ IND -- -- 0.9 TELECOM - OTHER GDR{\/} .................................................. -- 43,300 465,475 -- Common ................................................... -- 84,400 365,135 -- STET Hellas Telecommunications S.A. - ADR-/- {\/} .......... GREC 24,829 651,761 0.7 WIRELESS COMMUNICATIONS Telecom Argentina S.A. - ADR{\/} ........................... ARG 19,400 625,650 0.7 TELEPHONE NETWORKS Nortel Inversora S.A. - ADR{\/} ............................ ARG 27,900 620,775 0.7 TELEPHONE NETWORKS Videsh Sanchar Nigam Ltd. - Reg S GDR-/- {c} {\/} .......... IND 37,000 388,500 0.4 TELECOM - OTHER ONA (Omnium Nord Africain) S.A. "A" ........................ MOR 2,809 365,111 0.4 BUSINESS & PUBLIC SERVICES Bezeq Israeli Telecommunication Corporation Ltd. ........... ISRL 108,700 312,714 0.3 TELEPHONE NETWORKS Blue Square Chain Investments & Properties Ltd.-/- ......... ISRL 18,591 237,753 0.3 RETAILERS-FOOD ----------- 20,648,348 ----------- Finance (18.1%) Liberty Life Association of Africa Ltd. .................... SAFR 91,470 1,570,862 1.7 INSURANCE-LIFE Cathay Life Insurance Co., Ltd. ............................ TWN 382,800 1,353,841 1.4 INSURANCE-LIFE National Bank of Greece S.A. ............................... GREC 8,845 1,257,732 1.3 BANKS-MONEY CENTER Alpha Credit Bank .......................................... GREC 14,955 1,195,922 1.3 BANKS-REGIONAL The accompanying notes are an integral part of the financial statements. F2 49 PORTFOLIO OF INVESTMENTS (cont'd) October 31, 1998 - -------------------------------------------------------------------------------- VALUE % OF NET EQUITY INVESTMENTS COUNTRY SHARES (NOTE 1) ASSETS - -------------------------------------------------------------- -------- ----------- ----------- ------------- Finance (Continued) Bank Hapoalim Ltd. ......................................... ISRL 642,510 $ 1,162,416 1.2 BANKS-MONEY CENTER Grupo Financiero Banamex Accival, S.A. de C.V. "B"-/- ...... MEX 1,007,400 1,046,986 1.1 BANKS-MONEY CENTER Bank Leumi Le - Israel ..................................... ISRL 768,745 983,119 1.1 BANKS-MONEY CENTER Turkiye Is Bankasi (Isbank) "C" ............................ TRKY 34,305,200 941,566 1.0 BANKS-MONEY CENTER Uniao de Bancos Brasileiros S.A. (Unibanco): ............... BRZL -- -- 1.0 BANKS-MONEY CENTER Units{=} ................................................. -- 16,569,429 543,841 -- GDR{\/} .................................................. -- 21,670 379,225 -- MISR International Bank - Reg S GDR{c} {\/} ................ EGPT 95,500 900,088 1.0 BANKS-MONEY CENTER BIG Bank Gdanski S.A. - Reg S GDR{c} {\/} .................. POL 46,000 740,600 0.8 BANKS-REGIONAL Ergo Bank S.A. ............................................. GREC 7,170 637,220 0.7 BANKS-REGIONAL Commercial Bank of Greece S.A. ............................. GREC 7,460 632,496 0.7 BANKS-MONEY CENTER Yapi ve Kredi Bankasi AS ................................... TRKY 48,631,340 549,115 0.6 BANKS-REGIONAL Credicorp Ltd. - ADR{\/} ................................... PERU 77,770 524,948 0.5 BANKS-MONEY CENTER Banco de Galicia y Buenos Aires, S.A. de C.V. - ADR{\/} .... ARG 28,226 481,606 0.5 BANKS-MONEY CENTER Wafabank ................................................... MOR 3,500 456,830 0.5 BANKS-MONEY CENTER KREDYT BANK S.A. - Reg S GDR-/- {c} {\/} ................... POL 22,010 439,100 0.5 BANKS-MONEY CENTER Akbank T.A.S. .............................................. TRKY 22,711,500 335,350 0.4 BANKS-REGIONAL Banco Rio de La Plata S.A. - ADR{\/} ....................... ARG 32,100 288,900 0.3 BANKS-MONEY CENTER Inversiones y Representaciones S.A. (IRSA) - GDR{\/} ....... ARG 10,750 278,156 0.3 REAL ESTATE National Development Bank .................................. SLNKA 68,000 78,598 0.1 BANKS-REGIONAL Kazkommertsbank Co. - GDR-/- {\/} .......................... KAZ 12,610 69,986 0.1 BANKS-REGIONAL Commercial International Bank .............................. EGPT 4,200 33,723 -- BANKS-MONEY CENTER State Bank of India Ltd. ................................... IND 1,650 6,070 -- BANKS-REGIONAL Housing Development Finance Corp. .......................... IND 5 264 -- OTHER FINANCIAL ----------- 16,888,560 ----------- The accompanying notes are an integral part of the financial statements. F3 50 PORTFOLIO OF INVESTMENTS (cont'd) October 31, 1998 - -------------------------------------------------------------------------------- VALUE % OF NET EQUITY INVESTMENTS COUNTRY SHARES (NOTE 1) ASSETS - -------------------------------------------------------------- -------- ----------- ----------- ------------- Consumer Non-Durables (11.7%) Hindustan Lever Ltd. ....................................... IND 51,000 $ 1,932,695 2.1 PERSONAL CARE/COSMETICS South African Breweries Ltd. ............................... SAFR 92,963 1,809,369 1.9 BEVERAGES - ALCOHOLIC Fomento Economico Mexicano, S.A. de C.V. - ADR{\/} ......... MEX 64,322 1,676,392 1.8 BEVERAGES - NON-ALCOHOLIC ITC Ltd. ................................................... IND 92,128 1,524,032 1.6 TOBACCO Panamerican Beverages, Inc. "A"{\/} ........................ MEX 50,000 1,012,500 1.1 BEVERAGES - NON-ALCOHOLIC A-Ahram Beverages Co., S.A.E.: ............................. EGPT -- -- 1.0 BEVERAGES - ALCOHOLIC 144A GDR{.} {\/} ......................................... -- 21,235 595,642 -- GDR{\/} .................................................. -- 11,000 308,550 -- Compania Cervecerias Unidas S.A. - ADR{\/} ................. CHLE 36,546 657,828 0.7 BEVERAGES - ALCOHOLIC Companhia de Tecidos Norte de Minas Preferred .............. BRZL 5,002,000 578,702 0.6 TEXTILES & APPAREL Companhia Cervejaria Brahma Preferred ...................... BRZL 663,129 311,328 0.3 BEVERAGES - ALCOHOLIC Oriental Weavers "C" ....................................... EGPT 12,000 258,920 0.3 TEXTILES & APPAREL Zaklady Piwowarskie w Zywcu S.A. (Zywiec) .................. POL 1,560 212,562 0.2 BEVERAGES - ALCOHOLIC Truworths International Ltd. ............................... SAFR 58,916 44,898 0.1 TEXTILES & APPAREL ----------- 10,923,418 ----------- Energy (10.4%) Petroleo Brasileiro S.A. (Petrobras) Preferred ............. BRZL 16,324,080 2,052,827 2.2 OIL Companhia Energetica de Minas Gerais (CEMIG) - ADR{\/} ..... BRZL 96,750 1,874,531 2.0 ELECTRICAL & GAS UTILITIES MOL Magyar Olaj-es Gazipari RT - Reg S GDR{c} {\/} ......... HGRY 72,410 1,649,138 1.8 GAS PRODUCTION & DISTRIBUTION Huaneng Power International, Inc. - ADR-/- {\/} ............ CHNA 110,068 1,513,435 1.6 ELECTRICAL & GAS UTILITIES Enersis S.A. - ADR{\/} ..................................... CHLE 44,268 924,095 1.0 ELECTRICAL & GAS UTILITIES Companhia de Eletricidade do Estado da Bahia - COELBA ...... BRZL 15,100,000 481,053 0.5 ELECTRICAL & GAS UTILITIES Surgutneftegaz - ADR{\/} ................................... RUS 225,855 451,710 0.5 OIL Eletropaulo Metropolitana Preferred ........................ BRZL 9,317,824 314,031 0.3 ELECTRICAL & GAS UTILITIES Light - Servicos de Electricidade S.A. ..................... BRZL 2,158,561 267,830 0.3 ELECTRICAL & GAS UTILITIES Empresa Bandeirante de Energia S.A.-/- ..................... BRZL 9,317,824 90,538 0.1 ELECTRICAL & GAS UTILITIES The accompanying notes are an integral part of the financial statements. F4 51 PORTFOLIO OF INVESTMENTS (cont'd) October 31, 1998 - -------------------------------------------------------------------------------- VALUE % OF NET EQUITY INVESTMENTS COUNTRY SHARES (NOTE 1) ASSETS - -------------------------------------------------------------- -------- ----------- ----------- ------------- Energy (Continued) Companhia Brasileira de Petroleo Ipiranga S.A. Preferred ... BRZL 14,418,000 $ 77,360 0.1 GAS Pakistan State Oil Co., Ltd. ............................... PAK 65 64 -- OIL ----------- 9,696,612 ----------- Materials/Basic Industry (9.1%) Suez Cement Co. - Reg S GDR{c} {\/} ........................ EGPT 109,535 1,615,641 1.7 CEMENT Anglo American Platinum Corporation Ltd. ................... SAFR 90,800 1,380,680 1.5 METALS - NON-FERROUS Sociedad Quimica y Minera de Chile S.A. - ADR{\/} .......... CHLE 34,370 1,142,803 1.2 CHEMICALS Cemex, S.A. de C.V.: ....................................... MEX -- -- 1.0 CEMENT "CPO" .................................................... -- 349,153 832,880 -- "A" ...................................................... -- 43,400 104,387 -- Companhia Vale do Rio Doce "A" Preferred ................... BRZL 54,200 817,907 0.9 METALS - STEEL Compania de Minas Buenaventura S.A. - ADR{\/} .............. PERU 54,606 668,924 0.7 GOLD Apasco, S.A. de C.V. "A" ................................... MEX 147,781 541,215 0.6 CEMENT Hindalco Industries Ltd.: .................................. IND -- -- 0.4 METALS - NON-FERROUS "GDR"{\/} ................................................ -- 34,200 400,995 -- Common ................................................... -- 1,802 21,790 -- Grupo Cementos de Chihuahua, S.A. de C.V. "B" .............. MEX 537,100 288,140 0.3 CEMENT Siderca S.A. "A" ........................................... ARG 187,600 262,719 0.3 METALS - STEEL Makhteshim-Agan Industries Ltd.-/- ......................... ISRL 142,780 253,624 0.3 CHEMICALS Engro Chemicals Pakistan Ltd. .............................. PAK 72,711 67,027 0.1 CHEMICALS Nan Ya Plastics Corp.-/- ................................... TWN 43,350 54,899 0.1 PLASTICS & RUBBER Associated Cement Cos., Ltd. ............................... IND 16 356 -- CEMENT Dewan Salman Fibre Ltd.-/- ................................. PAK 4 1 -- CHEMICALS ----------- 8,453,988 ----------- Multi-Industry/Miscellaneous (7.3%) Grupo Carso, S.A. de C.V. "A1" ............................. MEX 664,600 2,302,385 2.5 MULTI-INDUSTRY Rembrandt Group Ltd. ....................................... SAFR 228,160 1,522,427 1.6 CONGLOMERATE Haci Omer Sabanci Holding AS ............................... TRKY 57,726,250 872,422 0.9 CONGLOMERATE The accompanying notes are an integral part of the financial statements. F5 52 PORTFOLIO OF INVESTMENTS (cont'd) October 31, 1998 - -------------------------------------------------------------------------------- VALUE % OF NET EQUITY INVESTMENTS COUNTRY SHARES (NOTE 1) ASSETS - -------------------------------------------------------------- -------- ----------- ----------- ------------- Multi-Industry/Miscellaneous (Continued) China Development Corp. .................................... TWN 380,700 $ 752,581 0.8 CONGLOMERATE Koor Industries Ltd. - ADR{\/} ............................. ISRL 31,615 511,768 0.6 CONGLOMERATE Central Asia Regional Growth Fund(::) -/- {\/} ............. IRE 156,000 468,000 0.5 COUNTRY FUNDS Koc Holding AS ............................................. TRKY 3,488,650 321,194 0.3 CONGLOMERATE Romanian Growth Fund-/- {\/} ............................... ROM 75,800 94,750 0.1 COUNTRY FUNDS John Keells Holdings Ltd. .................................. SLNKA 3,800 10,768 -- CONGLOMERATE KEC International Ltd.-/- .................................. IND 200 113 -- MISCELLANEOUS ----------- 6,856,408 ----------- Technology (5.0%) Taiwan Semiconductor Manufacturing Co.-/- .................. TWN 667,450 1,350,362 1.4 SEMICONDUCTORS Asustek Computer Inc. - Reg S GDR-/- {c} {\/} .............. TWN 127,997 982,377 1.1 COMPUTERS & PERIPHERALS Hon Hai Precision Industry ................................. TWN 141,960 684,039 0.7 COMPUTERS & PERIPHERALS Compal Electronics, Inc.-/- ................................ TWN 212,000 661,375 0.7 COMPUTERS & PERIPHERALS Delta Electronics, Inc. .................................... TWN 196,800 568,364 0.6 COMPUTERS & PERIPHERALS Formula Systems Ltd.-/- .................................... ISRL 21,505 460,212 0.5 SOFTWARE ----------- 4,706,729 ----------- Capital Goods (3.6%) MISR Elgadida for Housing and Reconstruction ............... EGPT 20,165 1,844,170 2.0 CONSTRUCTION NASR (El) City Company For Housing & Construction .......... EGPT 27,170 842,865 0.9 CONSTRUCTION Corporacion GEO, S.A. de C.V. "B"-/- ....................... MEX 214,600 371,721 0.4 CONSTRUCTION Arabian International Construction-/- ...................... EGPT 41,822 303,927 0.3 CONSTRUCTION ----------- 3,362,683 ----------- Health Care (2.2%) Teva Pharmaceutical Industries Ltd. ........................ ISRL 29,600 1,166,886 1.3 PHARMACEUTICALS Ranbaxy Laboratories Ltd. .................................. IND 75,000 885,195 0.9 MEDICAL TECHNOLOGY & SUPPLIES ----------- 2,052,081 ----------- The accompanying notes are an integral part of the financial statements. F6 53 PORTFOLIO OF INVESTMENTS (cont'd) October 31, 1998 - -------------------------------------------------------------------------------- VALUE % OF NET EQUITY INVESTMENTS COUNTRY SHARES (NOTE 1) ASSETS - -------------------------------------------------------------- -------- ----------- ----------- ------------- Consumer Durables (0.3%) Qingling Motors Co., Ltd.{*} ............................... CHNA 1,475,000 $ 272,355 0.3 AUTOMOBILES Tata Engineering and Locomotive Co., Ltd. .................. IND 100 267 -- AUTOMOBILES ----------- 272,622 ----------- ----- TOTAL EQUITY INVESTMENTS (cost $113,133,206) ................. 83,861,449 89.8 ----------- ----- NO. OF VALUE % OF NET WARRANTS COUNTRY WARRANTS (NOTE 1) ASSETS - -------------------------------------------------------------- -------- ----------- ----------- ------------- Merrill Lynch - Kospi 200 Call Warrants, due 9/9/99. Performance linked to equity securities. Redemption amount 100% of the final closing price of the Korean Kospi 200 Index converted to the prevailing foreign exchange rate. (cost $2,596,012) ......................... US 796,274 2,675,640 2.8 ----------- ----- INVESTMENT MANAGEMENT VALUE % OF NET REPURCHASE AGREEMENT (NOTE 1) ASSETS - -------------------------------------------------------------- ----------- ------------- Dated October 30, 1998, with State Street Bank & Trust Co., due November 2, 1998, for an effective yield of 5.30%, collateralized by $9,170,000 U.S. Treasury Notes, 5.75% due 9/30/99 (market value of collateral is $9,328,082, including accrued interest). (cost $9,141,000) ............ 9,141,000 9.8 ----------- ----- TOTAL INVESTMENTS (cost $124,870,218) * ..................... 95,678,089 102.4 Other Assets and Liabilities ................................. (2,275,508) (2.4) ----------- ----- NET ASSETS ................................................... $93,402,581 100.0 ----------- ----- ----------- ----- - -------------- -/- Non-income producing security. {*} Denominated in Hong Kong Dollars. {.} Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. {\/} U.S. currency denominated. {c} Security issued under Regulation S. Rule 144A and additional restrictions may apply in the resale of such securities. {=} Each unit represents one preferred share of Unibanco and one preferred "B" share of Unibanco Holdings. (::) Valued in good faith at fair value usingprocedures approved by the Board of Trustees (See Note 1 of Notes to Financial Statements). * For Federal income tax purposes, cost is $125,339,599 and appreciation (depreciation) is as follows: Unrealized appreciation: $ 3,991,003 Unrealized depreciation: (33,652,513) ------------- Net unrealized depreciation: $ (29,661,510) ------------- ------------- Abbreviations: ADR--American Depositary Receipt GDR--Global Depositary Receipt The accompanying notes are an integral part of the financial statements. F7 54 PORTFOLIO OF INVESTMENTS (cont'd) October 31, 1998 - -------------------------------------------------------------------------------- The Fund's Portfolio of Investments at October 31, 1998, was concentrated in the following countries: PERCENTAGE OF NET ASSETS {D} ------------------------------------------- FIXED INCOME & SHORT-TERM COUNTRY (COUNTRY CODE/CURRENCY CODE) EQUITY WARRANTS & OTHER TOTAL - -------------------------------------- ------ ------------- ---------- ----- Argentina (ARG/ARS) .................. 3.9 3.9 Brazil (BRZL/BRL) .................... 15.3 15.3 Chile (CHLE/CLP) ..................... 2.9 2.9 China (CHNA/RMB) ..................... 1.9 1.9 Egypt (EGPT/EGP) ..................... 7.2 7.2 Greece (GREC/GRD) .................... 6.1 6.1 Hungary (HGRY/HUF) ................... 3.8 3.8 India (IND/INR) ...................... 6.3 6.3 Ireland (IRE/IEP) .................... 0.5 0.5 Israel (ISRL/ILS) .................... 5.6 5.6 Kazakhstan (KAZ/KTS) ................. 0.1 0.1 Mexico (MEX/MXN) ..................... 13.9 13.9 Morocco (MOR/MAD) .................... 0.9 0.9 Pakistan (PAK/PKR) ................... 0.1 0.1 Peru (PERU/PES) ...................... 2.3 2.3 Poland (POL/PLZ) ..................... 1.5 1.5 Romania (ROM/ROL) .................... 0.1 0.1 Russia (RUS/SUR) ..................... 0.5 0.5 South Africa (SAFR/ZAR) .............. 6.8 6.8 Sri Lanka (SLNKA/LKR) ................ 0.1 0.1 Taiwan (TWN/TWD) ..................... 6.8 6.8 Turkey (TRKY/TRL) .................... 3.2 3.2 United States (US/USD) ............... 2.8 7.4 10.2 ------ ----- ----- ----- Total ............................... 89.8 2.8 7.4 100.0 ------ ----- ----- ----- ------ ----- ----- ----- - -------------- {d} Percentages indicated are based on net assets of $93,402,581. The accompanying notes are an integral part of the financial statements. F8 55 STATEMENT OF ASSETS AND LIABILITIES October 31, 1998 - -------------------------------------------------------------------------------- Assets: Investments in securities, at value (cost $124,870,218) (Note 1).......................... $ 95,678,089 U.S. currency.................................................................. $ 827 Foreign currencies (cost $1,251,796)........................................... 1,235,418 1,236,245 --------- Receivable for Fund shares sold........................................................... 413,554 Dividends and dividend withholding tax reclaims receivable................................ 320,223 Receivable for securities sold............................................................ 66,130 Interest receivable....................................................................... 2,692 ------------ Total assets............................................................................ 97,716,933 ------------ Liabilities: Payable for securities purchased.......................................................... 3,143,073 Payable for investment management and administration fees (Note 2)........................ 394,425 Payable for Fund shares repurchased....................................................... 288,586 Payable for service and distribution expenses (Note 2).................................... 147,714 Payable for transfer agent fees (Note 2).................................................. 136,937 Payable for printing and postage expenses................................................. 102,809 Payable for professional fees............................................................. 43,949 Payable for registration and filing fees.................................................. 24,709 Payable for custodian fees................................................................ 8,199 Payable for fund accounting fees (Note 2)................................................. 4,847 Payable for Trustees' fees and expenses (Note 2).......................................... 4,101 Other accrued expenses.................................................................... 15,003 ------------ Total liabilities....................................................................... 4,314,352 ------------ Net assets.................................................................................. $ 93,402,581 ------------ ------------ Class A: Net asset value and redemption price per share ($43,925,435 DIVIDED BY 5,964,824 shares outstanding)............................................................................... $ 7.36 ------------ ------------ Maximum offering price per share (100/95.25 of $7.36) *..................................... $ 7.73 ------------ ------------ Class B:+ Net asset value and offering price per share ($49,439,410 DIVIDED BY 6,894,258 shares outstanding)............................................................................... $ 7.17 ------------ ------------ Advisor Class: Net asset value, offering price per share, and redemption price per share ($37,736 DIVIDED BY 5,067 shares outstanding)............................................................... $ 7.45 ------------ ------------ Net assets consist of: Paid in capital (Note 4).................................................................. $206,291,653 Accumulated net realized loss on investments and foreign currency transactions............ (83,677,566) Net unrealized depreciation on translation of assets and liabilities in foreign currencies............................................................................... (19,377) Net unrealized depreciation of investments................................................ (29,192,129) ------------ Total -- representing net assets applicable to capital shares outstanding................... $ 93,402,581 ------------ ------------ <FN> - -------------- * On sales of $50,000 or more, the offering price is reduced. + Redemption price per share is equal to the net asset value per share less any applicable contingent deferred sales charge. The accompanying notes are an integral part of the financial statements. F9 56 STATEMENT OF OPERATIONS Year ended October 31, 1998 - -------------------------------------------------------------------------------- Investment income: (Note 1) Dividend income (net of foreign withholding tax of $336,014)............................... $ 4,700,768 Interest income............................................................................ 250,454 Securities lending income.................................................................. 186,080 ------------ Total investment income.................................................................. 5,137,302 ------------ Expenses: Investment management and administration fees (Note 2)..................................... 1,660,548 Service and distribution expenses:(Note 2) Class A.................................................................... $ 406,198 Class B.................................................................... 871,360 1,277,558 ------------ Transfer agent fees (Note 2)............................................................... 1,069,500 Interest expense (Note 1).................................................................. 447,556 Printing and postage expenses.............................................................. 219,000 Custodian fees............................................................................. 160,000 Professional fees.......................................................................... 122,310 Registration and filing fees............................................................... 74,900 Fund accounting fees (Note 2).............................................................. 45,603 Trustees' fees and expenses (Note 2)....................................................... 13,870 Other expenses (Note 1).................................................................... 10,950 ------------ Total expenses before reductions......................................................... 5,101,795 ------------ Expenses reimbursed by A I M Advisors, Inc............................................. (821,992) Expense reductions (Note 5)............................................................ (39,255) ------------ Total net expenses....................................................................... 4,240,548 ------------ Net investment income........................................................................ 896,754 ------------ Net realized and unrealized gain (loss) on investments and foreign currencies: (Note 1) Net realized loss on investments............................................. (72,668,661) Net realized loss on foreign currency transactions........................... (2,512,849) ------------ Net realized loss during the year........................................................ (75,181,510) Net change in unrealized depreciation on translation of assets and liabilities in foreign currencies........................................... 601,285 Net change in unrealized depreciation of investments......................... 5,031,551 ------------ Net unrealized appreciation during the year.............................................. 5,632,836 ------------ Net realized and unrealized loss on investments and foreign currencies....................... (69,548,674) ------------ Net decrease in net assets resulting from operations......................................... $(68,651,920) ------------ ------------ The accompanying notes are an integral part of the financial statements. F10 57 STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- YEAR ENDED YEAR ENDED OCTOBER 31, 1998 OCTOBER 31, 1997 ---------------- ---------------- Decrease in net assets Operations: Net investment income (loss).............................................. $ 896,754 $ (1,050,632) Net realized gain (loss) on investments and foreign currency transactions............................................................. (75,181,510) 26,113,895 Net change in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies............................. 601,285 (282,179) Net change in unrealized appreciation (depreciation) of investments....... 5,031,551 (52,070,476) ---------------- ---------------- Net decrease in net assets resulting from operations.................... (68,651,920) (27,289,392) ---------------- ---------------- Class A: Distributions to shareholders: (Note 1) From net investment income................................................ -- (37,319) In excess of net investment income........................................ -- (104,807) Advisor Class: Distributions to shareholders: (Note 1) From net investment income................................................ -- (4,161) In excess of net investment income........................................ -- (11,686) ---------------- ---------------- Total distributions..................................................... -- (157,973) ---------------- ---------------- Capital share transactions: (Note 4) Increase from capital shares sold and reinvested.......................... 483,750,036 1,140,272,411 Decrease from capital shares repurchased.................................. (564,596,584) (1,314,030,266) ---------------- ---------------- Net decrease from capital share transactions............................ (80,846,548) (173,757,855) ---------------- ---------------- Total decrease in net assets................................................ (149,498,468) (201,205,220) Net assets: Beginning of year......................................................... 242,901,049 444,106,269 ---------------- ---------------- End of year *............................................................. $ 93,402,581 $ 242,901,049 ---------------- ---------------- ---------------- ---------------- * Includes undistributed net investment income of.......................... $ -- $ -- ---------------- ---------------- ---------------- ---------------- The accompanying notes are an integral part of the financial statements. F11 58 FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Contained below is per share operating performance data for a share outstanding throughout each period, total investment return, ratios and supplemental data. This information has been derived from information provided in the financial statements. CLASS A ---------------------------------------------------------- YEAR ENDED OCTOBER 31, ---------------------------------------------------------- 1998 (D) 1997 (D) 1996 (D) 1995 (D) 1994 ---------- ---------- ---------- ---------- ---------- Per Share Operating Performance: Net asset value, beginning of period.... $ 12.20 $ 14.26 $ 13.85 $ 18.81 $ 14.42 ---------- ---------- ---------- ---------- ---------- Income from investment operations: Net investment income (loss).......... 0.08* -- 0.11 0.13 (0.02) Net realized and unrealized gain (loss) on investments................ (4.92) (2.05) 0.30 (4.32) 4.68 ---------- ---------- ---------- ---------- ---------- Net increase (decrease) from investment operations.............. (4.84) (2.05) 0.41 (4.19) 4.66 ---------- ---------- ---------- ---------- ---------- Distributions to shareholders: From net investment income............ -- -- -- -- (0.01) From net realized gain on investments.......................... -- -- -- (0.77) (0.26) In excess of net investment income.... -- (0.01) -- -- -- ---------- ---------- ---------- ---------- ---------- Total distributions................. -- (0.01) -- (0.77) (0.27) ---------- ---------- ---------- ---------- ---------- Net asset value, end of period.......... $ 7.36 $ 12.20 $ 14.26 $ 13.85 $ 18.81 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total investment return (c)............. (39.62)% (14.45)% 2.96% (23.04)% 32.58% Ratios and supplemental data: Net assets, end of period (in 000's).... $ 43,925 $ 113,319 $ 224,964 $ 252,457 $ 417,322 Ratio of net investment income (loss) to average net assets: With expense reductions and reimbursement (Notes 2 & 5).......... 0.78% (0.01)% 0.76% 0.89% (0.11)% Without expense reductions and reimbursement........................ 0.27% (0.09)% 0.64% 0.87% N/A Ratio of expenses to average net assets excluding interest expense: With expense reductions and reimbursement (Notes 2 & 5).......... 1.97% 2.10% 1.96% 2.12% 2.06% Without expense reductions and reimbursement........................ 2.48% 2.18% 2.08% 2.14% N/A Ratio of interest expense to average net assets++............................... 0.26% N/A N/A N/A N/A Portfolio turnover rate++............... 114% 150% 104% 114% 100% - ---------------- (a) Annualized (b) Not annualized (c) Total investment return does not include sales charges. (d) These selected per share data were calculated based upon average shares outstanding during the period. * Before reimbursement the net investment income per share would have been reduced by $0.05 for Class A, B, and Advisor. + Commencing June 1, 1995, the Fund began offering Advisor Class shares. ++ Portfolio turnover rates and ratio of interest expense to average net assets are calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. N/A Not Applicable. The accompanying notes are an integral part of the financial statements. F12 59 FINANCIAL HIGHLIGHTS (cont'd) - -------------------------------------------------------------------------------- Contained below is per share operating performance data for a share outstanding throughout each period, total investment return, ratios and supplemental data. This information has been derived from information provided in the financial statements. CLASS B ---------------------------------------------------------- YEAR ENDED OCTOBER 31, ---------------------------------------------------------- 1998 (D) 1997 (D) 1996 (D) 1995 (D) 1994 ---------- ---------- ---------- ---------- ---------- Per Share Operating Performance: Net asset value, beginning of period.... $ 11.94 $ 14.02 $ 13.68 $ 18.68 $ 14.39 ---------- ---------- ---------- ---------- ---------- Income from investment operations: Net investment income (loss).......... 0.02* (0.08) 0.04 0.06 (0.12) Net realized and unrealized gain (loss) on investments................ (4.79) (2.00) 0.30 (4.29) 4.67 ---------- ---------- ---------- ---------- ---------- Net increase (decrease) from investment operations.............. (4.77) (2.08) 0.34 (4.23) 4.55 ---------- ---------- ---------- ---------- ---------- Distributions to shareholders: From net investment income............ -- -- -- -- -- From net realized gain on investments.......................... -- -- -- (0.77) (0.26) In excess of net investment income.... -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- Total distributions................. -- -- -- (0.77) (0.26) ---------- ---------- ---------- ---------- ---------- Net asset value, end of period.......... $ 7.17 $ 11.94 $ 14.02 $ 13.68 $ 18.68 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total investment return (c)............. (39.90)% (14.91)% 2.49% (23.37)% 31.77% Ratios and supplemental data: Net assets, end of period (in 000's).... $ 49,439 $ 127,658 $ 216,004 $ 225,861 $ 291,289 Ratio of net investment income (loss) to average net assets: With expense reductions and reimbursement (Notes 2 & 5).......... 0.28% (0.51)% 0.26% 0.39% (0.61)% Without expense reductions and reimbursement........................ (0.23)% (0.59)% 0.14% 0.37% N/A Ratio of expenses to average net assets excluding interest expense: With expense reductions and reimbursement (Notes 2 & 5).......... 2.47% 2.60% 2.46% 2.62% 2.56% Without expense reductions and reimbursement........................ 2.98% 2.68% 2.58% 2.64% N/A Ratio of interest expense to average net assets++............................... 0.26% N/A N/A N/A N/A Portfolio turnover rate++............... 114% 150% 104% 114% 100% - ---------------- (a) Annualized (b) Not annualized (c) Total investment return does not include sales charges. (d) These selected per share data were calculated based upon average shares outstanding during the period. * Before reimbursement the net investment income per share would have been reduced by $0.05 for Class A, B, and Advisor. + Commencing June 1, 1995, the Fund began offering Advisor Class shares. ++ Portfolio turnover rates and ratio of interest expense to average net assets are calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. N/A Not Applicable. The accompanying notes are an integral part of the financial statements. F13 60 FINANCIAL HIGHLIGHTS (cont'd) - -------------------------------------------------------------------------------- Contained below is per share operating performance data for a share outstanding throughout each period, total investment return, ratios and supplemental data. This information has been derived from information provided in the financial statements. ADVISOR CLASS+ ----------------------------------------------- JUNE 1, YEAR ENDED 1995 OCTOBER 31, TO ---------------------------------- OCTOBER 31, 1998 (D) 1997 (D) 1996 (D) 1995 ---------- ---------- ---------- ----------- Per Share Operating Performance: Net asset value, beginning of period.... $ 12.27 $ 14.38 $ 13.88 $ 14.71 ---------- ---------- ---------- ----------- Income from investment operations: Net investment income (loss).......... 0.13* 0.05 0.18 0.08 Net realized and unrealized gain (loss) on investments................ (4.95) (2.05) 0.32 (0.91) ---------- ---------- ---------- ----------- Net increase (decrease) from investment operations.............. (4.82) (2.00) 0.50 (0.83) ---------- ---------- ---------- ----------- Distributions to shareholders: From net investment income............ -- (0.03) -- -- From net realized gain on investments.......................... -- -- -- -- In excess of net investment income.... -- (0.08) -- -- ---------- ---------- ---------- ----------- Total distributions................. -- (0.11) -- -- ---------- ---------- ---------- ----------- Net asset value, end of period.......... $ 7.45 $ 12.27 $ 14.38 $ 13.88 ---------- ---------- ---------- ----------- ---------- ---------- ---------- ----------- Total investment return (c)............. (39.23)% (14.05)% 3.60% (5.71)%(b) Ratios and supplemental data: Net assets, end of period (in 000's).... $ 38 $ 1,924 $ 3,139 $ 1,675 Ratio of net investment income (loss) to average net assets: With expense reductions and reimbursement (Notes 2 & 5).......... 1.28% 0.49% 1.26% 1.39%(a) Without expense reductions and reimbursement........................ 0.77% 0.41% 1.14% 1.37%(a) Ratio of expenses to average net assets excluding interest expense: With expense reductions and reimbursement (Notes 2 & 5).......... 1.47% 1.60% 1.46% 1.62%(a) Without expense reductions and reimbursement........................ 1.98% 1.68% 1.58% 1.64%(a) Ratio of interest expense to average net assets++............................... 0.26% N/A N/A N/A Portfolio turnover rate++............... 114% 150% 104% 114%(a) - ---------------- (a) Annualized (b) Not annualized (c) Total investment return does not include sales charges. (d) These selected per share data were calculated based upon average shares outstanding during the period. * Before reimbursement the net investment income per share would have been reduced by $0.05 for Class A, B, and Advisor. + Commencing June 1, 1995, the Fund began offering Advisor Class shares. ++ Portfolio turnover rates and ratio of interest expense to average net assets are calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued. N/A Not Applicable. The accompanying notes are an integral part of the financial statements. F14 61 NOTES TO FINANCIAL STATEMENTS October 31, 1998 - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES (SEE ALSO NOTE 2) AIM Emerging Markets Fund (the "Fund"), formerly GT Global Emerging Markets Fund, is a separate series of AIM Investment Funds (the "Trust"), formerly G.T. Investment Funds, Inc. The Trust is organized as a Delaware business trust and is registered under the Investment Company Act of 1940, as amended ("1940 Act"), as a diversified, open-end management investment company. The Trust has thirteen series of shares in operation, each series corresponding to a distinct portfolio of investments. The Fund offers Class A, Class B, and Advisor Class shares, each of which has equal rights as to assets and voting privileges. Class A and Class B each has exclusive voting rights with respect to its distribution plan. Investment income, realized and unrealized capital gains and losses, and the common expenses of the Fund are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its respective service and distribution expenses, and may differ in its transfer agent, registration, and certain other class-specific fees and expenses. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies in conformity with generally accepted accounting principles consistently followed by the Fund in the preparation of the financial statements. (A) PORTFOLIO VALUATION The Fund calculates the net asset value of and completes orders to purchase, exchange or repurchase Fund shares on each business day, with the exception of those days on which the New York Stock Exchange is closed. Equity securities are valued at the last sale price on the exchange on which such securities are traded, or in the principal over-the-counter market in which such securities are traded, as of the close of business on the day the securities are being valued, or, lacking any sales, at the last available bid price. In cases where securities are traded on more than one exchange, the securities are valued on the exchange determined by A I M Advisors, Inc. (the "Manager") to be the primary market. Fixed income investments are valued at the mean of representative quoted bid and ask prices for such investments or, if such prices are not available, at prices for investments of comparative maturity, quality and type; however, when the Manager deems it appropriate, prices obtained for the day of valuation from a bond pricing service will be used. Short-term investments with a maturity of 60 days or less are valued at amortized cost adjusted for foreign exchange translation and market fluctuation, if any. Investments for which market quotations are not readily available (including restricted securities which are subject to limitations on their sale) are valued at fair value as determined in good faith by or under the direction of the Trust's Board of Trustees. Portfolio securities which are primarily traded on foreign exchanges are generally valued at the preceding closing values of such securities on their respective exchanges, and those values are then translated into U.S. dollars at the current exchange rates, except that when an occurrence subsequent to the time a value was so established is likely to have materially changed such value, then the fair value of those securities will be determined by consideration of other factors by or under the direction of the Trust's Board of Trustees. (B) FOREIGN CURRENCY TRANSLATION The accounting records are maintained in U.S. dollars. The market values of foreign securities, currency holdings, and other assets and liabilities are recorded in the books and records of the Fund after translation to U.S. dollars based on the exchange rates on that day. The cost of each security is determined using historical exchange rates. Income and withholding taxes are translated at prevailing exchange rates when earned or incurred. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Reported net realized foreign exchange gains or losses arise from sales and maturities of short-term securities, forward foreign currency contracts, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains or losses arise from changes in the value of assets and liabilities other than investments in securities at year end, resulting from changes in exchange rates. (C) REPURCHASE AGREEMENTS With respect to repurchase agreements entered into by the Fund, it is the Fund's policy to always receive, as collateral, U.S. government securities or other high quality debt securities of which the value, including accrued interest, is at least equal to the amount to be repaid to the Fund under each agreement at its maturity. (D) FORWARD FOREIGN CURRENCY CONTRACTS A forward foreign currency contract ("Forward Contract") is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of the Forward Contract F15 62 fluctuates with changes in currency exchange rates. The Forward Contract is marked-to-market daily and the change in market value is recorded by the Fund as an unrealized gain or loss. When the Forward Contract is closed, the Fund records a realized gain or loss equal to the difference between the value at the time it was opened and the value at the time it was closed. The Fund could be exposed to risk if a counterparty is unable to meet the terms of the contract or if the value of the currency changes unfavorably. The Fund may enter into Forwards Contracts in connection with planned purchases or sales of securities, or to hedge against adverse fluctuations in exchange rates between currencies. (E) OPTION ACCOUNTING PRINCIPLES When the Fund writes a call or put option, an amount equal to the premium received is included in the Fund's "Statement of Assets and Liabilities" as an asset and an equivalent liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option. The current market value of an option listed on a traded exchange is valued at its last bid price, or, in the case of an over-the-counter option, is valued at the average of the last bid prices obtained from brokers. If an option expires on its stipulated expiration date or if the Fund enters into a closing purchase transaction, a gain or loss is realized without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is extinguished. If a written call option is exercised, a gain or loss is realized from the sale of the underlying security and the proceeds of the sale are increased by the premium originally received. If a written put option is exercised, the cost of the underlying security purchased would be decreased by the premium originally received. The Fund can write options only on a covered basis, which, for a call, requires that the Fund hold the underlying securities and, for a put, requires the Fund to set aside cash, U.S. government securities, or other liquid securities in an amount not less than the exercise price or otherwise provide adequate cover at all times while the put option is outstanding. The Fund may use options to manage its exposure to the stock market and to fluctuations in currency values or interest rates. The premium paid by the Fund for the purchase of a call or put option is included in the Fund's "Statement of Assets and Liabilities" as an investment and subsequently "marked-to-market" to reflect the current market value of the option. If an option which the Fund has purchased expires on the stipulated expiration date, the Fund would realize a loss in the amount of the cost of the option. If the Fund enters into a closing sale transaction, the Fund would realize a gain or loss, depending on whether proceeds from the closing sale transaction are greater or less than the cost of the option. If the Fund exercises a call option, the cost of the securities acquired by exercising the call is increased by the premium paid to buy the call. If the Fund exercises a put option, it realizes a gain or loss from the sale of the underlying security, and the proceeds from such sale are decreased by the premium originally paid. The risk associated with purchasing options is limited to the premium originally paid. The risk in writing a call option is that the Fund may forego the opportunity of profit if the market value of the underlying security or index increases and the option is exercised. The risk in writing a put option is that the fund may incur a loss if the market value of the underlying security or index decreases and the option is exercised. In addition, there is the risk the Fund may not be able to enter into a closing transaction because of an illiquid secondary market. (F) FUTURES CONTRACTS A futures contract is an agreement between two parties to buy and sell a security at a set price on a future date. Upon entering into such a contract the Fund is required to pledge to the broker an amount of cash or securities equal to the minimum "initial margin" requirements of the exchange on which the contract is traded. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as "variation margin" and are recorded by the Fund as unrealized gains or losses. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. The potential risk to the Fund is that the change in value of the underlying securities may not correlate to the change in value of the contracts. The Fund may use futures contracts to manage its exposure to the stock market and to fluctuations in currency values or interest rates. (G) SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME Security transactions are accounted for on the trade date (date the order to buy or sell is executed). The cost of securities sold is determined on a first-in, first-out basis, unless otherwise specified. Dividends are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Where a high level of uncertainty exists as to its collection, income is recorded net of all withholding tax with any rebate recorded when received. The Fund may trade securities on other than normal settlement terms. This may increase the risk if the other party to the transaction fails to deliver and causes the Fund to subsequently invest at less advantageous prices. (H) PORTFOLIO SECURITIES LOANED At October 31, 1998, stocks with an aggregate value of approximately $12,179,747 were on loan to brokers. The loans were secured by cash collateral of $12,442,778 received by the Fund. For the year ended October 31, 1998, the Fund received fees of $186,080. For international securities, cash collateral is received by the Fund against loaned securities in an amount at least equal to 105% of the market value of the loaned securities at the inception of each loan. This collateral must be maintained at not less than 103% of the market value of the loaned securities during the period of the loan. For domestic securities, cash collateral is received by the Fund against loaned securities in the amount at least equal to 102% of the market value of the loaned securities at the inception of each loan. This collateral must be maintained at not less than 100% of the market value of the loaned securities during the period of each loan. The cash collateral is invested in a securities lending trust which consists F16 63 of a portfolio of high quality short duration securities whose average effective duration is restricted to 120 days or less. (I) TAXES It is the policy of the Fund to meet the requirements for qualification as a "regulated investment company" under the Internal Revenue Code of 1986, as amended ("Code"). It is also the intention of the Fund to make distributions sufficient to avoid imposition of any excise tax under Section 4982 of the Code. Therefore, no provision has been made for Federal taxes on income, capital gains, or unrealized appreciation of securities held, and excise tax on income and capital gains. The Fund currently has a capital loss carryforward of $83,208,185, of which $5,742,880 expires in 2003, $4,421,874 expires in 2004, and $73,043,431 expires in 2006. (J) DISTRIBUTIONS TO SHAREHOLDERS Distributions to shareholders are recorded by the Fund on the ex-date. Income and capital gain distributions are determined in accordance with Federal income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund and timing differences. (K) FOREIGN SECURITIES There are certain additional considerations and risks associated with investing in foreign securities and currency transactions that are not inherent in investments of domestic origin. The Fund's investments in emerging market countries may involve greater risks than investments in more developed markets and the prices of such investments may be volatile. These risks of investing in foreign and emerging markets may include foreign currency exchange rate fluctuations, perceived credit risk, adverse political and economic developments and possible adverse foreign government intervention. (L) INDEXED SECURITIES The Fund may invest in indexed securities whose value is linked either directly or indirectly to changes in foreign currencies, interest rates, equities, indices, or other reference instruments. Indexed securities may be more volatile than the reference instrument itself, but any loss is limited to the amount of the original investment. (M) RESTRICTED SECURITIES The Fund is permitted to invest in privately placed restricted securities. These securities may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. At the end of the year, restricted securities, if any, (excluding 144A issues), are shown at the end of the Fund's Portfolio of Investments. (N) LINE OF CREDIT The Fund, along with certain other funds advised and/or administered by the Manager, has a line of credit with each of BankBoston and State Street Bank & Trust Company. The arrangements with the banks allow the Fund and certain other Funds to borrow, on a first come, first serve basis, an aggregate maximum amount of $250,000,000. The Fund is limited to borrowing up to 33 1/3% of the value of the Fund's total assets. On October 31, 1998, the Fund had no loans outstanding. For the year ended October 31, 1998, the weighted average outstanding daily balance of bank loans (based on the number of days the loans were outstanding) for the Fund was $9,465,579, with a weighted average interest rate of 6.30%. Interest expense for the Fund for the year ended October 31, 1998 was $428,894. Other interest expense charges amounted to $18,662. 2. RELATED PARTIES A I M Advisors, Inc. (the "Manager"), an indirect wholly-owned subsidiary of AMVESCAP PLC, is the Fund's investment manager and administrator and INVESCO (NY), Inc., (formerly, Chancellor LGT Asset Management, Inc.) is the Fund's investment sub-advisor and sub-administrator. As of the close of business on May 29, 1998, Liechtenstein Global Trust AG ("LGT"), the former indirect parent organization of Chancellor LGT Asset Management, Inc. ("Chancellor LGT") consummated a purchase agreement with AMVESCAP PLC pursuant to which AMVESCAP PLC acquired LGT's Asset Management Division, which included Chancellor LGT and certain other affiliates. As a result of this transaction, Chancellor LGT was renamed INVESCO (NY), Inc., and is now an indirect wholly-owned subsidiary of AMVESCAP PLC. A I M Distributors, Inc. ("AIM Distributors"), a wholly-owned subsidiary of the Manager, is the Fund's distributor as of the close of business on May 29, 1998. The Trust was reorganized from a Maryland corporation into a Delaware business trust on September 8, 1998. Finally, as of the close of business on September 4, 1998, A I M Fund Services, Inc. ("AFS"), an affiliate of the Manager and AIM Distributors, replaced GT Global Investor Services, Inc. ("GT Services") as the transfer agent of the Fund. The Fund pays investment management and administration fees to the Manager at the annualized rate of 0.975% on the first $500 million of average daily net assets of the Fund; 0.95% on the next $500 million; 0.925% on the next $500 million and 0.90% on amounts thereafter. These fees are computed daily and paid monthly. AIM Distributors, an affiliate of the Manager, serves as the Fund's distributor. For the period ended May 29, 1998, GT Global, Inc. ("GT Global"), an affiliate of the investment sub-advisor, served as the Fund's distributor. The Fund offers Class A, Class B, and Advisor Class shares for purchase. Class A shares are subject to initial sales charges imposed at the time of purchase, in accordance with the schedule included in the Fund's current prospectus. AIM Distributors collects the sales charges imposed on sales of Class A shares, and reallows a portion of such charges to dealers through which the sales are made. For the year ended October 31, 1998, AIM Distributors and GT Global retained sales charges of $6,628 and $9,517, respectively. Purchases of Class A shares exceeding $1,000,000 may be subject to a contingent deferred sales charge ("CDSC") upon redemption, in accordance with the Fund's current prospectus. AIM Distributors and GT Global collected CDSCs for the year ended October 31, 1998 of $0 and $1,590, respectively. AIM Distributors also makes ongoing shareholder F17 64 servicing and trail commission payments to dealers whose clients hold Class A shares. Class B shares are not subject to initial sales charges. When Class B shares are sold, AIM Distributors, from its own resources, pays commissions to dealers through which the sales are made. Certain redemptions of Class B shares made within six years of purchase are subject to CDSCs, in accordance with the Fund's current prospectus. For the year ended October 31, 1998, AIM Distributors and GT Global collected CDSCs in the amount of $163,704 and $623,588, respectively. In addition, AIM Distributors makes ongoing shareholder servicing and trail commission payments to dealers whose clients hold Class B shares. For the period ended May 29, 1998, pursuant to the then effective separate distribution plans adopted under the 1940 Act Rule 12b-1 by the Trust's Board of Trustees with respect to the Fund's Class A shares ("Class A Plan") and Class B shares ("Class B Plan"), the Fund reimbursed GT Global for a portion of its shareholder servicing and distribution expenses. Under the Class A Plan, the Fund was permitted to pay GT Global a service fee at the annualized rate of up to 0.25% of the average daily net assets of the Fund's Class A shares for GT Global's expenditures incurred in servicing and maintaining shareholder accounts, and was permitted to pay GT Global a distribution fee at the annualized rate of up to 0.50% of the average daily net assets of the Fund's Class A shares, less any amounts paid by the Fund as the aforementioned service fee, for GT Global's expenditures incurred in providing services as distributor. All expenses for which GT Global was reimbursed under the Class A Plan would have been incurred within one year of such reimbursement. For the period ended May 29, 1998, pursuant to the Class B Plan, the Fund was permitted to pay GT Global a service fee at the annualized rate of up to 0.25% of the average daily net assets of the Fund's Class B shares for GT Global's expenditures incurred in servicing and maintaining shareholder accounts, and was permitted to pay GT Global a distribution fee at the annualized rate of up to 0.75% of the average daily net assets of the Fund's Class B shares for GT Global's expenditures incurred in providing services as distributor. Expenses incurred under the Class B Plan in excess of 1.00% annually were permitted to be carried forward for reimbursement in subsequent years as long as that Plan continued in effect. Effective as of the close of business May 29, 1998, pursuant to Rule 12b-1 under the 1940 Act, the Trust's Board of Trustees adopted a Master Distribution Plan applicable to the Fund's Class A shares ("Class A Plan") and Class B shares ("Class B Plan"), pursuant to which the Fund compensates AIM Distributors for the purpose of financing any activity that is intended to result in the sale of Class A or Class B shares of the Fund. Under the Class A Plan, the Fund compensates AIM Distributors at the annualized rate of 0.50% of the average daily net assets of the Fund's Class A shares. Under the Class B Plan, the Fund compensates AIM Distributors at an annualized rate of 1.00% of the average daily net assets of the Fund's Class B shares. The Class A Plan and the Class B Plan (together, the "Plans") are designed to compensate AIM Distributors for certain promotional and other sales-related costs, and to implement a dealer incentive program that provides for periodic payments to selected dealers who furnish continuing personal shareholder services to their customers who purchase and own Class A and Class B shares of the Fund. Payments also can be directed by AIM Distributors to financial institutions who have entered into service agreements with respect to Class A and Class B shares of the Fund and who provide continuing personal services to their customers who own Class A and Class B shares of the Fund. The service fees payable to selected financial institutions are calculated at the annual rate of 0.25% of the average daily net asset value of those Fund shares that are held in such institution's customers' accounts that were purchased on or after a prescribed date set forth in the Plans. The Manager and AIM Distributors voluntarily have undertaken to limit the Fund's expenses (exclusive of brokerage commissions, taxes, interest, and extraordinary expenses) to the maximum annual rate of 2.00% 2.50%, and 1.50% of the average daily net assets of the Fund's Class A, Class B and Advisor Class shares, respectively. If necessary, this limitation will be effected by waivers by the Manager of investment management and administration fees, waivers by AIM Distributors of payments under the Class A Plan and/or Class B Plan and/or reimbursements by the Manager or AIM Distributors of portions of the Fund's other operating expenses. Effective as of the close of business September 4, 1998, the Fund, pursuant to a transfer agency and service agreement, has agreed to pay A I M Fund Services, Inc. ("AFS") an annualized fee of $24.85 per shareholder accounts that are open during any monthly period (this fee includes all out-of-pocket expenses), and an annualized fee of $0.70 per shareholder account that is closed during any monthly period. Both fees shall be billed by AFS monthly in arrears on a prorated basis of 1/12 of the annualized fee for all such accounts. For the period November 1, 1997 to September 4, 1998, GT Services, an affiliate of the Manager and AIM Distributors, was the transfer agent of the Fund. For performing shareholder servicing, reporting, and general transfer agent services, GT Services received an annual maintenance fee of $17.50 per account, a new account fee of $4.00 per account, a per transaction fee of $1.75 for all transactions other than exchanges and a per exchange fee of $2.25. GT Services also was reimbursed by the Fund for its out-of-pocket expenses for such items as postage, forms, telephone charges, stationery and office supplies. The Manager is the pricing and accounting agent for the Fund. The monthly fee for these services to the Manager is a percentage, not to exceed 0.03% annually, of a Fund's average daily net assets. The annual fee rate is derived based on the aggregate net assets of the funds which comprise the following investment companies: AIM Growth Series, AIM Investment Funds, AIM Investment Portfolios, AIM Series Trust, G.T. Global Variable Investment Series and G.T. Global Variable Investment Trust. The fee is calculated at the rate of 0.03% of the first $5 billion of assets and 0.02% to the assets in excess of F18 65 $5 billion. An amount is allocated to and paid by each such fund based on its relative average daily net assets. The Trust pays each Trustee who is not an employee, officer or director of the Manager, or any other affiliated company, $5,000 per year plus $300 for each meeting of the board or any committee thereof attended by the Trustee. 3. PURCHASES AND SALES OF SECURITIES For the year ended October 31, 1998, purchases and sales of investment securities by the Fund, other than U.S. government obligations and short-term investments, aggregated $192,075,345 and $285,778,997, respectively. For the year ended October 31, 1998, there were no purchases or sales of U.S. government obligations. 4. CAPITAL SHARES At October 31, 1998, there were 6,000,000,000 shares of the Trust's common stock authorized, at $0.0001 par value. Of this amount, 400,000,000 were classified as shares of the AIM Global Telecommunications Fund; 400,000,000 were classified as shares of AIM Global Government Income Fund; 200,000,000 were classified as shares of AIM Global Health Care Fund; 200,000,000 were classified as shares of AIM Strategic Income Fund; 200,000,000 were classified as shares of AIM Developing Markets Fund; 200,000,000 were classified as shares of GT Global Currency Fund (inactive); 200,000,000 were classified as shares of AIM Global Growth & Income Fund; 200,000,000 were classified as shares of GT Global Small Companies Fund (inactive); 200,000,000 were classified as shares of AIM Latin American Growth Fund; 200,000,000 were classified as shares of AIM Emerging Markets Fund; 200,000,000 were classified as shares of AIM Emerging Markets Debt Fund; 200,000,000 were classified as shares of AIM Global Financial Services Fund; 200,000,000 were classified as shares of AIM Global Resources Fund; 200,000,000 were classified as shares of AIM Global Infrastructure Fund; 200,000,000 were classified as shares of AIM Global Consumer Products and Services Fund. The shares of each of the foregoing series of the Trusts were divided equally into two classes, designated Class A and Class B common stock. With respect to the issuance of Advisor Class shares, 100,000,000 shares were classified as shares of each of the fifteen series of the Trusts and designated as Advisor Class common stock. 1,100,000,000 shares remain unclassified. Transactions in capital shares of the Fund were as follows: CAPITAL SHARE TRANSACTIONS YEAR ENDED OCTOBER 31, 1998 YEAR ENDED OCTOBER 31, 1997 --------------------------- --------------------------- CLASS A SHARES AMOUNT SHARES AMOUNT - --------------------------------------------------------------- ------------ ------------- ------------ ------------- Shares sold.................................................... 34,143,237 $ 357,364,219 57,294,454 $ 859,844,827 Shares issued in connection with reinvestment of distributions................................................ -- -- 8,654 123,333 ------------ ------------- ------------ ------------- 34,143,237 357,364,219 57,303,108 859,968,160 Shares repurchased............................................. (37,470,268) (396,532,594) (63,783,507) (962,241,730) ------------ ------------- ------------ ------------- Net decrease................................................... (3,327,031) $ (39,168,375) (6,480,399) $(102,273,570) ------------ ------------- ------------ ------------- ------------ ------------- ------------ ------------- CLASS B - --------------------------------------------------------------- Shares sold.................................................... 7,002,516 $ 75,225,005 16,394,355 $ 245,887,976 Shares repurchased............................................. (10,803,195) (116,402,011) (21,109,926) (316,251,415) ------------ ------------- ------------ ------------- Net decrease................................................... (3,800,679) $ (41,177,006) (4,715,571) $ (70,363,439) ------------ ------------- ------------ ------------- ------------ ------------- ------------ ------------- ADVISOR CLASS - --------------------------------------------------------------- Shares sold.................................................... 4,672,316 $ 51,160,812 2,213,447 $ 34,400,471 Shares issued in connection with reinvestment of distributions................................................ -- -- 1,106 15,804 ------------ ------------- ------------ ------------- 4,672,316 51,160,812 2,214,553 34,416,275 Shares repurchased............................................. (4,824,080) (51,661,979) (2,275,943) (35,537,121) ------------ ------------- ------------ ------------- Net decrease................................................... (151,764) $ (501,167) (61,390) $ (1,120,846) ------------ ------------- ------------ ------------- ------------ ------------- ------------ ------------- F19 66 5. EXPENSE REDUCTIONS The Manager has directed certain portfolio trades to brokers who then paid a portion of the Fund's expenses. For the year ended October 31, 1998, the Fund's expenses were reduced by $39,255 under these arrangements. 6. ADDITIONAL INFORMATION The Board of Trustees of AIM Investment Funds unanimously approved, on September 23, 1998, a Plan of Reorganization and Termination ("Plan") pursuant to which the Fund would transfer substantially all of its assets to AIM Developing Markets Fund ("Developing Markets Fund"). As a result of the transaction, shareholders of the Fund would receive shares of Developing Markets Fund in exchange for their shares of the Fund, and the Fund would cease operations. While Developing Markets Fund may invest more extensively in debt securities (up to 50% of its assets) than the Fund, like the Fund, Developing Markets Fund invests primarily in securities of issuers located in emerging markets. The Plan requires the approval of the Fund's shareholders and will be submitted to the shareholders for their consideration at a meeting to be held in February 1999. If the Plan is approved by shareholders of the Fund and certain conditions required by the Plan are satisfied, the transaction is expected to become effective before the end of February 1999. 7. PROXY RESULTS (UNAUDITED) The Special Meeting of Shareholders of the G.T. Investment Funds, Inc. now known as AIM Investment Funds (the "Trust") was held on May 20, 1998 at the Trust's offices, 50 California Street, 26th Floor, San Francisco, California. The meeting was held for the following purposes: (1) To elect Trustees as follows: C. Derek Anderson, Frank S. Bayley, William J. Guilfoyle, Arthur C. Patterson, Ruth H. Quigley. (2) To approve a new investment management and administration contract and sub-advisory and sub-administration contract with respect to each series of the Trust (each, a "Fund," and collectively, the "Funds"). (3) To approve replacement Rule 12b-1 plans of distribution with respect to Class A and B Shares of the Fund. (4) To approve changes to the fundamental investment restrictions of the Fund. (5) To approve an agreement and plan of conversion and termination for the Trust. (6) To ratify the selection of Coopers & Lybrand L.L.P. now known as PricewaterhouseCoopers LLP as the Trust's independent public accountants. The results of the proxy solicitation on the above matters were as follows: TRUSTEE/MATTER --------------------------------------------------------------------------------------------------- (1) C. Derek Anderson.................................................................................. Frank S. Bayley.................................................................................... William J. Guilfoyle............................................................................... Arthur C. Patterson................................................................................ Ruth H. Quigley.................................................................................... (2)(a) Approval of investment management and administration contract...................................... (2)(b) Approval of sub-advisory and sub-administration contract........................................... (3) Approval of replacement Rule 12b-1 plans of distribution CLASS A............................................................................................ CLASS B............................................................................................ (4) Approval of changes to the fundamental investment restrictions..................................... (5) Approval of an agreement and plan of conversion and termination with respect to the Trust (approval at a Special Meeting held on June 22, 1998)....................................................... (6) Ratification of the selection of Coopers and Lybrand L.L.P. as the Trust's Independent Public Accountants....................................................................................... VOTES WITHHELD/ VOTES FOR AGAINST ABSTENTIONS --------------------- ------------------ -------------------- (1) [ 8,468,683 N/A 769,317 8,474,357 N/A 763,643 8,474,965 N/A 763,035 8,474,965 N/A 763,035 8,475,851 N/A 762,149 (2)(a) 6,334,458 225,808 619,486 (2)(b) 6,254,819 256,680 668,254 (3) 4,005,218 147,786 334,721 4,115,707 138,886 377,670 (4) 6,229,144 258,969 691,640 (5) 190,027,469 6,362,084 19,815,262 (6) 8,598,703 118,975 520,321 ] F20 67 TRUSTEES & OFFICERS BOARD OF TRUSTEES OFFICERS OFFICE OF THE FUND C. Derek Anderson Robert H. Graham 11 Greenway Plaza President, Plantagenet Capital Chairman and President Suite 100 Management, LLC (an investment Houston, TX 77046 partnership); Chief Executive Officer, John J. Arthur Plantagenet Holdings, Ltd. Vice President INVESTMENT MANAGER (an investment banking firm) Helge K. Lee A I M Advisors, Inc. Frank S. Bayley Vice President & Secretary 11 Greenway Plaza Partner, law firm of Suite 100 Baker & McKenzie Dana R. Sutton Houston, TX 77046 Vice President and Assistant Treasurer Robert H. Graham SUB-ADVISOR President and Chief Executive Officer, Kenneth W. Chancey A I M Management Group Inc. Vice President and Principal INVESCO (NY), Inc. Accounting Officer 50 California Street, 27th Floor Arthur C. Patterson San Francisco, CA 94111 Managing Partner, Accel Partners Melville B. Cox (a venture capital firm) Vice President TRANSFER AGENT Ruth H. Quigley Gary T. Crum A I M Fund Services, Inc. Private Investor Vice President P.O. Box 4739 Houston, TX 77210-4739 Carol F. Relihan Vice President CUSTODIAN Kenneth Chancey State Street Bank and Trust Company Principal Accounting Officer 225 Franklin Street Boston, MA 02110 David P. Hess Assistant Secretary COUNSEL TO THE FUND Nancy L. Martin Kirkpatrick & Lockhart, LLP Assistant Secretary 1800 Massachusetts Avenue, N.W. Washington, D.C. 20036-1800 Ofelia M. Mayo Assistant Secretary COUNSEL TO THE TRUSTEES Michael A. Silver Paul, Hastings, Janofsky & Walker LL Assistant Secretary Twenty Third Floor 555 South Flower Street Kathleen J. Pflueger Los Angeles, CA 90071 Assistant Secretary DISTRIBUTOR Samuel D. Sirko Assistant Secretary A I M Distributors, Inc. 11 Greenway Plaza Pamela Ruddock Suite 100 Assistant Treasurer Houston, TX 77046 Paul Wozniak AUDITORS Assistant Treasurer PricewaterhouseCoopers LLP One Post Office Square Boston, MA 02109 68 The AIM Family of Funds--Registered Trademark-- GROWTH FUNDS INTERNATIONAL GROWTH FUNDS AIM Aggressive Growth Fund(1) AIM Advisor International Value Fund AIM Blue Chip Fund AIM Asian Growth Fund AIM Capital Development Fund AIM Developing Markets Fund(2) AIM Constellation Fund AIM Emerging Markets Fund(2) AIM Mid Cap Equity Fund(2), (A) AIM Europe Growth Fund(2) AIM Select Growth Fund(3) AIM European Development Fund AIM Small Cap Growth Fund(2), (B) AIM International Equity Fund AIM Small Cap Opportunities Fund AIM International Growth Fund(2) AIM Value Fund AIM Japan Growth Fund(2) AIM Weingarten Fund AIM Latin American Growth Fund(2) AIM New Pacific Growth Fund(2) GROWTH & INCOME FUNDS AIM Advisor Flex Fund GLOBAL GROWTH FUNDS AIM Advisor Large Cap Value Fund AIM Global Aggressive Growth Fund AIM Advisor MultiFlex Fund AIM Global Growth Fund AIM Advisor Real Estate Fund AIM Worldwide Growth Fund(2) AIM Balanced Fund AIM Basic Value Fund(2), (C) GLOBAL GROWTH & INCOME FUNDS AIM Charter Fund AIM Global Growth & Income Fund(2) AIM Global Utilities Fund INCOME FUNDS AIM Floating Rate Fund(2) GLOBAL INCOME FUNDS AIM High Yield Fund AIM Emerging Markets Debt Fund(2), (D) AIM High Yield Fund II AIM Global Government Income Fund(2) AIM Income Fund AIM Global Income Fund AIM Intermediate Government Fund AIM Strategic Income Fund(2) AIM Limited Maturity Treasury Fund THEME FUNDS TAX-FREE INCOME FUNDS AIM Global Consumer Products and Services Fund(2) AIM High Income Municipal Fund AIM Global Financial Services Fund(2) AIM Municipal Bond Fund AIM Global Health Care Fund(2) AIM Tax-Exempt Bond Fund of Connecticut AIM Global Infrastructure Fund(2) AIM Tax-Free Intermediate Fund AIM Global Resources Fund(2) AIM Global Telecommunications Fund(2) MONEY MARKET FUNDS AIM Global Trends Fund(2), (E) AIM Dollar Fund(2) AIM Money Market Fund AIM Tax-Exempt Cash Fund (1) AIM Aggressive Growth Fund reopened to new investors November 16, 1998. (2) Effective May 29, 1998, A I M Advisors, Inc. became advisor to the former GT Global Funds. (3) On May 1, 1998, AIM Growth Fund was renamed AIM Select Growth Fund. (A) On September 8, 1998, AIM Mid Cap Growth Fund was renamed AIM Mid Cap Equity Fund. (B) On September 8, 1998, AIM Small Cap Equity Fund was renamed AIM Small Cap Growth Fund. (C) On September 8, 1998, AIM America Value Fund was renamed AIM Basic Value Fund. (D) On September 8, 1998, AIM Global High Income Fund was renamed AIM Emerging Markets Debt Fund. (E) On September 8, 1998, AIM New Dimension Fund was renamed AIM Global Trends Fund. For more complete information about any AIM Fund(s), including sales charges and expenses, ask your financial consultant or securities dealer for a free prospectus(es). Please read the prospectus(es) carefully before you invest or send money. A I M Management Group Inc. has provided leadership in the mutual fund industry since 1976 and managed approximately $91 billion in assets for more than 5.5 million shareholders, including individual investors, corporate clients, and financial institutions, as of September 30, 1998. The AIM Family of Funds--Registered Trademark-- is distributed nationwide, and AIM today is the 11th-largest mutual fund complex in the U.S. in assets under management, according to Strategic Insight, an independent mutual fund monitor. 69 APPENDIX IV PRO FORMA SCHEDULE OF INVESTMENTS October 31, 1998 SHARE AMOUNTS VALUE DEVELOPING EMERGING COMBINING DEVELOPING EMERGING VALUE MARKETS MARKETS PRO FORMA SECURITY MARKETS MARKETS PRO FORMA - ---------------------------------------------------------------------------------------------------------------------------------- Equity Investments (84.6%) Services (21.2%) 49,291 59,262 108,553 Telecomunicacoes Brasileiras S.A (Telebras) Preferred - ADR 3,743,034 4,500,208 8,243,242 Telephone Networks 50,583 48,027 98,610 Telefonos de Mexico, S.A. de C.V. "L" - ADR 2,671,415 2,536,426 5,207,841 Telephone Networks 74,322 57,266 131,588 Hellenic Telecommunication Organi- zation S.A. (OTE) 1,690,938 1,302,888 2,993,826 Telephone Networks 59,100 67,990 127,090 Magyar Tavkozlesi Rt. - ADR 1,588,313 1,827,231 3,415,544 Telephone Networks 80,900 81,400 162,300 Telefonica del Peru S.A. - ADR 1,051,700 1,058,200 2,109,900 Telephone Networks 748,662 995,730 1,744,392 Cifra, S.A. de C.V. " V" 1,015,210 1,350,243 2,365,453 Retailers-Other 27,528 30,983 58,511 Telefonica de Argentina S.A. - ADR 910,145 1,024,375 1,934,520 Telephone Networks Telecomunicacoes de Sao Paulo S.A. (TELESP): Telephone - Regional/Local 7,001,000 10,859,000 17,860,000 Common 760,144 1,179,032 1,939,176 150,157 185,406 335,563 Preferred 25,177 31,088 56,265 26,700 35,100 61,800 Grupo Televisa, S.A. de C.V. - GDR 724,238 952,088 1,676,326 Broadcasting & Publishing 24,976 24,829 49,805 STET Hellas Telecommunications S.A. - ADR 655,620 651,761 1,307,381 Wireless Communications Mahanagar Telephone Nigam Ltd. Telecom - Other -- 43,300 43,300 GDR -- 465,475 465,475 143,500 84,400 227,900 Common 620,816 365,135 985,951 7,132,127 10,607,155 17,739,282 Companhia de Saneamento Basico do Estado de Sao Paulo - SABESP 574,014 853,695 1,427,709 Business & Public Services 37,000 37,000 74,000 Videsh Sanchar Nigam Ltd. - Reg S GDR 388,500 388,500 777,000 Telecom - Other 15,500 27,900 43,400 Nortel Inversora S.A. - ADR 344,875 620,775 965,650 Telephone Networks 10,300 19,400 29,700 Telecom Argentina S.A. - ADR 332,175 625,650 957,825 Telephone Networks 2,320 2,809 5,129 ONA (Omnium Nord Africain) S.A. "A" 301,551 365,111 666,662 Business & Public Services 86,900 108,700 195,600 Bezeq Israeli Telecommunication Corporation Ltd. 249,999 312,714 562,713 Telephone Networks 14,898 18,591 33,489 Blue Square Chain Investments & Properties Ltd. 190,525 237,753 428,278 Retailers-Food 50 -- 50 Indian Hotels Co., Ltd. 484 -- 484 Leisure & Tourism ----------------------------------------- 17,838,873 20,648,348 38,487,221 ----------------------------------------- Finance (16.6%) 88,250 91,470 179,720 Liberty Life Association of Africa Ltd. 1,515,564 1,570,862 3,086,426 Insurance-Life 301,200 382,800 684,000 Cathay Life Insurance Co., Ltd. 1,065,248 1,353,841 2,419,089 Insurance-Life 6,520 8,845 15,365 National Bank of Greece S.A. 927,124 1,257,732 2,184,856 Banks-Money Center 11,255 14,955 26,210 Alpha Credit Bank 900,040 1,195,922 2,095,962 Banks-Regional Uniao de Bancos Brasileiros S.A. (Unibanco): Banks-Money Center 14,649,042 16,569,429 31,218,471 Units 480,810 543,841 1,024,651 18,510 21,670 40,180 GDR 323,925 379,225 703,150 440,500 642,510 1,083,010 Bank Hapoalim Ltd. 796,944 1,162,416 1,959,360 Banks-Money Center 691,100 1,007,400 1,698,500 Grupo Financiero Banamex Accival, S.A. de C.V. "B" 718,257 1,046,986 1,765,243 Banks-Money Center 43,000 46,000 89,000 BIG Bank Gdanski S.A. - Reg S GDR 692,300 740,600 1,432,900 Banks-Regional 519,768 768,745 1,288,513 Bank Leumi Le - Israel 664,712 983,119 1,647,831 Banks-Money Center 69,400 95,500 164,900 MISR International Bank - Reg S GDR 654,095 900,088 1,554,183 Banks-Money Center 23,068,549 34,305,200 57,373,749 Turkiye Is Bankasi (Isbank) "C" 633,157 941,566 1,574,723 Banks-Money Center 28,872 28,266 57,138 Banco de Galicia y Buenos Aires, S.A. de C.V. - ADR 492,629 481,606 974,235 Banks-Money Center 5,800 7,460 13,260 Commercial Bank of Greece S.A. 491,753 632,496 1,124,249 Banks-Money Center 5,360 7,170 12,530 Ergo Bank S.A. 476,360 637,220 1,113,580 Banks-Regional 41,379,593 48,631,340 90,010,933 Yapi ve Kredi Bankasi AS 467,233 549,115 1,016,348 Banks-Regional 56,220 77,770 133,990 Credicorp Ltd. - ADR 379,485 524,948 904,433 Banks-Money Center 2,900 3,500 6,400 Wafabank 378,516 456,830 835,346 Banks-Money Center 14,680 22,010 36,690 KREDYT BANK S.A. - Reg S GDR 292,866 439,100 731,966 Banks-Money Center 19,162,500 22,711,500 41,874,000 Akbank T.A.S. 282,947 335,350 618,297 Banks-Regional 26,900 32,100 59,000 Banco Rio de La Plata S.A. - ADR 242,100 288,900 531,000 Banks-Money Center 70 SHARE AMOUNTS VALUE DEVELOPING EMERGING COMBINING DEVELOPING EMERGING VALUE MARKETS MARKETS PRO FORMA SECURITY MARKETS MARKETS PRO FORMA - ---------------------------------------------------------------------------------------------------------------------------------- 9,000 10,750 19,750 Inversiones y Representaciones S.A. (IRSA) - GDR 232,875 278,156 511,031 Real Estate 70,000 68,000 138,000 National Development Bank 80,910 78,598 159,508 Banks-Regional 12,700 12,610 25,310 Kazkommertsbank Co. - GDR 70,485 69,986 140,471 Banks-Regional -- 4,200 4,200 Commercial National Bank -- 33,723 33,723 Banks-Money Center 3,000 1,650 4,650 State Bank of India Ltd. 11,035 6,070 17,105 Banks-Money Center -- 5 5 Housing Development Finance Corp. -- 264 264 Other Financial ----------------------------------------- 13,271,370 16,888,560 30,159,930 ----------------------------------------- Energy (10%) 16,207,398 16,324,080 32,531,478 Petroleo Brasileiro S.A. (Petrobras) Preferred 2,038,154 2,052,827 4,090,981 Oil 97,731 96,750 194,481 Companhia Energetica de Minas Gerais (CEMIG) - ADR 1,893,538 1,874,531 3,768,069 Electrical & Gas Utilities 68,330 72,410 140,740 MOL Magyar Olaj-es Gazipari RT - Reg S GDR 1,556,216 1,649,138 3,205,354 Gas Production & Distribution 70,958 110,068 181,026 Huaneng Power International, Inc. - ADR 975,673 1,513,435 2,489,108 Electrical & Gas Utilities 30,728 44,268 74,996 Enersis S.A. - ADR 641,447 924,095 1,565,542 Electrical & Gas Utilities 12,500,000 15,100,000 27,600,000 Companhia de Eletricidade do Estado da Bahia - COELBA 398,223 481,053 879,276 Electrical & Gas Utilities 163,020 225,855 388,875 Surgutneftegaz - ADR 326,040 451,710 777,750 Oil 7,843,375 9,317,824 17,161,199 Eletropaulo Metropolitana Preferred 264,339 314,031 578,370 Electrical & Gas Utilities 1,654,290 2,158,561 3,812,851 Light - Servicos de Electricidade S.A. 205,261 267,830 473,091 Electrical & Gas Utilities 7,843,375 9,317,824 17,161,199 Empresa Bandeirante de Energia S.A. 76,211 90,538 166,749 Electrical & Gas Utilities 12,154,000 14,418,000 26,572,000 Companhia Brasileira de Petroleo Ipiranga S.A. Preferred 65,213 77,360 142,573 Gas 1,350 -- 1,350 Bombay Suburban Electric Supply (BSES) Ltd. 4,774 -- 4,774 Electrical & Gas Utilities -- 65 65 Pakistan State Oil., Ltd. -- 64 64 Oil ----------------------------------------- 8,445,089 9,696,612 18,141,701 ----------------------------------------- Consumer Non-Durables (10.6%) 89,806 92,963 182,769 South African Breweries Ltd. 1,747,924 1,809,369 3,557,293 Beverages - Alcoholic 40,650 51,000 91,650 Hindustan Lever Ltd. 1,540,472 1,932,695 3,473,167 Personal Care/Cosmetics 79,900 92,128 172,028 ITC Ltd. 1,321,750 1,524,032 2,845,782 Tobacco 44,311 64,322 108,633 Fomento Economico Mexicano, S.A. de C.V. - ADR 1,154,855 1,676,392 2,831,247 Beverages - Non-alcoholic 34,000 50,000 84,000 Panamerican Beverages, Inc. "A" 688,500 1,012,500 1,701,000 Beverages - Non-alcoholic A-Ahram Beverages Co. S.A.E.: Beverages - Alcoholic 15,814 21,235 37,049 144A GDR 443,583 595,642 1,039,225 -- 11,000 11,000 GDR -- 308,550 308,550 18,100 36,546 54,646 Compania Cervecerias Unidas S.A. - ADR 325,800 657,828 983,628 Beverages - Alcoholic 2,747,000 5,002,000 7,749,000 Companhia de Tecidos Norte de Minas Preferred 317,812 578,702 896,514 Textiles & Apparel 563,721 663,129 1,226,850 Companhia Cervejaria Brahma Preferred 264,658 311,328 575,986 Beverages - Alcoholic 11,400 12,000 23,400 Oriental Weavers "C" 245,974 258,920 504,894 Textiles & Apparel 1,243 1,560 2,803 Zaklady Piwowarskie w Zywcu S.A. (Zywiec) 169,369 212,562 381,931 Beverages - Alcoholic 47,740 58,916 106,656 Truworths International Ltd. 36,381 44,898 81,279 Textiles & Apparel ----------------------------------------- 8,257,078 10,923,418 19,180,496 ----------------------------------------- Materials/Basic Industry (8.7%) 95,195 109,535 204,730 Suez Cement Co. - Reg S GDR 1,404,126 1,615,641 3,019,767 Cement 87,900 90,800 178,700 Anglo American Platinum Corporation Ltd. 1,336,583 1,380,680 2,717,263 Metals - Non-Ferrous 31,500 34,370 65,870 Sociedad Quimica y Minera de Chile S.A. - ADR 1,047,375 1,142,803 2,190,178 Chemicals 55,700 54,200 109,900 Companhia Vale do Rio Doce "A" Preferred 840,543 817,907 1,658,450 Metals - Steel 47,792 54,606 102,398 Compania de Minas Buenaventura S.A. - ADR 585,452 668,924 1,254,376 Gold Cemex, S.A. de C.V. "CPO" Cement 238,120 349,153 587,273 "CPO" 568,019 832,880 1,400,899 -- 43,400 43,400 "A" -- 104,387 104,387 115,233 147,781 263,014 Apasco, S.A. de C.V. 422,015 541,215 963,230 Cement Hindalco Industries Ltd.: Metals - Non-Ferrous 26,200 34,200 60,400 GDR 307,195 400,995 708,190 1,634 1,802 3,436 Common 19,759 21,790 41,549 144,665 142,780 287,445 Makhteshim-Agan Industries Ltd. 256,973 253,624 510,597 Chemicals 71 SHARE AMOUNTS VALUE DEVELOPING EMERGING COMBINING DEVELOPING EMERGING VALUE MARKETS MARKETS PRO FORMA SECURITY MARKETS MARKETS PRO FORMA - ---------------------------------------------------------------------------------------------------------------------------------- 118,000 187,600 305,600 Siderca S.A. "A" 165,250 262,719 427,969 Metals - Steel 283,300 537,100 820,400 Grupo Cementos de Chihuahua, S.A. de C.V. "B" 151,983 288,140 440,123 Cement 69,370 72,711 142,081 Engro Chemicals Pakistan Ltd. 63,948 67,027 130,975 Chemicals 35,360 43,350 78,710 Nan Ya Plastics Corp. 44,780 54,899 99,679 Plastics & Rubber -- 16 16 Associated Cement Cos., Ltd. -- 356 356 Cement -- 4 4 Dewan Salman Fibre Ltd. -- 1 1 Chemicals ----------------------------------------- 7,214,001 8,453,988 15,667,989 ----------------------------------------- Multi-Industry/Miscellaneous (6.9%) 452,400 664,600 1,117,000 Grupo Carso, S.A. de C.V. "A1" 1,567,257 2,302,385 3,869,642 Multi-Industry 220,610 228,160 448,770 Rembrandt Group Ltd. 1,472,049 1,522,427 2,994,476 Conglomerate 43,775,250 57,726,250 101,501,500 Haci Omer Sabanci Holding AS 661,579 872,422 1,534,001 Conglomerate 288,900 380,700 669,600 China Development Corp. 571,107 752,581 1,323,688 Conglomerate 175,000 156,000 331,000 Central Asia Regional Growth Fund 525,000 468,000 993,000 Country Funds 5,220,550 3,488,650 8,709,200 Koc Holding AS 480,647 321,194 801,841 Conglomerate 24,643 31,615 56,258 Koor Industries Ltd. - ADR 398,909 511,768 910,677 Conglomerate 17,000 3,800 20,800 John Keells Holdings Ltd. 48,173 10,768 58,941 Conglomerate -- 75,800 75,800 Romanian Growth Fund -- 94,750 94,750 Country Funds -- 200 200 KEC International -- 113 113 Miscellaneous ----------------------------------------- 5,724,721 6,856,408 12,581,129 ----------------------------------------- Technology (4.7%) 597,950 667,450 1,265,400 Taiwan Semiconductor Manufacturing Co. 1,209,752 1,350,362 2,560,114 Semiconductors 96,862 127,997 224,859 Asustek Computer Inc. - Reg S GDR 743,416 982,377 1,725,793 Computers & Peripherals 112,000 141,960 253,960 Hon Hai Precision Industry 539,676 684,039 1,223,715 Computers & Peripherals 160,000 212,000 372,000 Compal Electronics, Inc. 499,151 661,375 1,160,526 Computers & Peripherals 153,600 196,800 350,400 Delta Electronics, Inc. 443,602 568,364 1,011,966 Computers & Peripherals 16,505 21,505 38,010 Formula Systems Ltd. 353,214 460,212 813,426 Software ----------------------------------------- 3,788,811 4,706,729 8,495,540 ----------------------------------------- Capital Goods (3.3%) 17,100 20,165 37,265 Heliopolis Housing 1,563,864 1,844,170 3,408,034 Construction 23,005 27,170 50,175 NASR (El) City Company For Housing & Construction 713,659 842,865 1,556,524 Construction 165,800 214,600 380,400 Corporacion GEO, S.A. de C.V. "B" 287,192 371,721 658,913 Construction -- 41,822 41,822 Arabian International Construction -- 303,927 303,927 Construction ----------------------------------------- 2,564,715 3,362,683 5,927,398 ----------------------------------------- Health Care (2.1%) 79,850 75,000 154,850 Ranbaxy Laboratories Ltd. 942,438 885,195 1,827,633 Medical Technology & Supplies 18,700 29,600 48,300 Teva Pharmaceutical Industries Ltd. 737,188 1,166,886 1,904,074 Pharmaceuticals ----------------------------------------- 1,679,626 2,052,081 3,731,707 ----------------------------------------- Consumer Durables (0.5%) 29,300 -- 29,300 Bajaj Auto Ltd. 383,567 -- 383,567 Automobiles -- 100 100 Tata Engineering and Locomotive Co., Ltd. -- 267 267 Automobiles 1,022,000 1,475,000 2,497,000 Qingling Motors Co., Ltd. 188,709 272,355 461,064 Automobiles ----------------------------------------- 572,276 272,622 844,898 ----------------------------------------- TOTAL EQUITY INVESTMENTS 69,356,560 83,861,449 153,218,009 ========================================= PRINCIPAL AMOUNT FIX INCOME INVESTMENTS (7.5%) - ----------- ----------------------------- Government & Government Agency Obligations (5.4%) Algeria (0.3%) 1,050,000 -- 1,050,000 Algeria Tranche 1 Loan Assignment, 6.625% due 9/4/06 535,500 -- 535,500 Argentina (1%) Republic of Argentina: 1,425,000 -- 1,425,000 Discount Bond, 6.625% due 3/31/23 970,781 -- 970,781 875,000 -- 875,000 Par Bond Series L, 5.75% (6% at 3/31/99) due 3/31/23 608,125 -- 608,125 350,000 -- 350,000 Strip, 12.11% due 4/10/05 308,000 -- 308,000 72 SHARE AMOUNTS VALUE DEVELOPING EMERGING COMBINING DEVELOPING EMERGING VALUE MARKETS MARKETS PRO FORMA SECURITY MARKETS MARKETS PRO FORMA - ---------------------------------------------------------------------------------------------------------------------------------- Brazil (0.3%) 845,000 -- 845,000 Brazil Floating Rate Discount Note, 6.125% due 4/15/24 502,247 -- 502,247 Bulgaria (0.5%) Republic of Bulgaria: 771,000 -- 771,000 Discount Bond Series A, 6.6875% due 7/28/24 - Euro 541,628 -- 541,628 760,000 -- 760,000 Front Loaded Interest Reduction Bond Series A, 2.25% (2.5% at 7/99) due 7/28/12 419,900 -- 419,900 Colombia (0.2%) Republic of Colombia: 472,000 -- 472,000 8.625% due 4/1/08 370,520 -- 370,520 59,000 -- 59,000 7.27% due 6/15/03 - 144A 48,085 -- 48,085 Mexico (2.1%) United Mexican States: 1,570,000 -- 1,570,000 Discount Bond Series D, 6.6016% due 12/31/19 1,225,581 -- 1,225,581 1,353,000 -- 1,353,000 Discount Bond Series C, 6.6172% due 12/31/19 1,056,186 -- 1,056,186 575,000 -- 575,000 9.875% due 1/15/07 546,969 -- 546,969 3,000,000 -- 3,000,000 6.63% due 12/31/19 420,666 -- 420,666 412,000 -- 412,000 Discount Bond Series A, 6.1156% due 12/31/19 321,618 -- 321,618 375,000 -- 375,000 Discount Bond Series B, 6.47656% due 12/31/19 292,734 -- 292,734 Panama (0.2%) Republic of Panama: 370,000 -- 370,000 Interest Reduction Bond, 4.00% (4.50% at 7/99) due 7/17/14 270,794 -- 270,794 67,000 -- 67,000 8.875% due 9/30/27 61,808 -- 61,808 Peru (0.4%) 1,116,000 -- 1,116,000 Republic of Peru, Past Due Interest Bond, 4.00% (4.50% at 7/99) due 3/7/17 641,700 -- 641,700 Poland (0.3%) Poland: 685,000 -- 685,000 3% due 10/27/24 - Euro 455,525 -- 455,525 2,000 -- 2,000 Past Due Interest Bond, 4% due 10/27/14 - Euro 1,819 -- 1,819 Russia (0.1%) 2,717,360 -- 2,717,360 Bank for Foreign Economic Affairs (Venesheconombank) Principal Loans, 6.625% due 12/15/20 215,690 -- 215,690 ---------------------------------------- Total Government & Government Agency Obligations 9,815,876 -- 9,815,876 ======================================== Corporate Bonds (1.9%) Argentina (0.7%) 1,504,000 -- 1,504,000 Telefonica de Argentina, 9.125% due 5/7/08 - Reg S 1,305,649 -- 1,305,649 Brazil (0.6%) 710,000 -- 710,000 Banco Hipotecario Espana, 10% due 4/17/03 - 144A 624,800 -- 624,800 1,042,000 -- 1,042,000 RBS Participacoes S.A., 11% due 4/1/07 - 144A 468,900 -- 468,900 125,000 -- 125,000 Globo Comunicacoes Participacoes, 10.625% due 5/12/08 - 144A 71,563 -- 71,563 Colombia (0.1%) 148,000 -- 148,000 Financiera Energia Nacional, 9.375% due 6/15/06 - Reg S 108,528 -- 108,528 Korea (0%) 5,500,000 -- 5,500,000 Pohang Iron & Steel, 2% due 10/9/00 40,886 -- 40,886 Mexico (0.3%) 360,000 -- 360,000 Petroleos Mexicanos (PEMEX), 9.25% due 3/30/18 - 144A 293,400 -- 293,400 210,000 -- 210,000 Dine, S.A. de C.V., 8.75% due 10/15/07 - 144A 165,900 -- 165,900 97,000 -- 97,000 Banco Nacional Comercio Exte., 8% due 7/18/02 - Reg S 88,513 -- 88,513 73 SHARE AMOUNTS VALUE DEVELOPING EMERGING COMBINING DEVELOPING EMERGING VALUE MARKETS MARKETS PRO FORMA SECURITY MARKETS MARKETS PRO FORMA - ---------------------------------------------------------------------------------------------------------------------------------- Russia (0.2%) 851,000 -- 851,000 Lukinter Finance BV Convertible, 3.5% due 5/6/02 - 144A 310,615 -- 310,615 5,000 -- 5,000 Mosenergo Finance BV, 8.375% due 10/9/02 - 144A 875 -- 875 ----------------------------------------- Total Corporate Bonds 3,479,629 -- 3,479,629 ========================================= Structured Notes (0.2%) Korea (0.2%) Fixed Rate Trust Certificate 13.55% due 2/15/02 (Issued by a newly created Delaware Business Trust, collateralized by triple A paper. 470,000 -- 470,000 This trust certificate has a credit risk component linked to the value of a referenced security: Korean Development Bank, 1.875% 2002). 343,805 -- 343,805 ----------------------------------------- TOTAL FIXED INCOME INVESTMENTS 13,639,310 -- 13,639,310 ========================================= NO. OF WARRANTS WARRANTS - ---------- -------- 765,294 796,274 1,561,568 Merrill Lynch - Kospi 200 Call Warrants, due 9/9/99 2,571,541 2,675,640 5,247,181 Warrants Repurchase Agreements Dated October 30, 1998, with State Street Bank & Trust Co., due November 2, 1998, for an effective yield of 5.30%4,653,000ralized by $4,145,000 U.S. Treasury Notes, 6.50% due 5/05 (market value of collateral is $4,750,253, including 4,653,000 4,653,000 accrued interest). 4,653,000 -- 4,653,000 Dated October 30, 1998, with State Street Bank & Trust Co., due November 2, 1998, for an effective yield of 5.30%, collateralized by $9,170,000 U.S. Treasury Notes, due 9/30/99 (market value of collateral is $9,328,082, including 9,141,000 9,141,000 accrued interest). -- 9,141,000 9,141,000 TOTAL INVESTMENTS (102.6%) 90,220,411 95,678,089 185,898,500 Other Assets and Liabilities (-2.6%) (2,519,957) (2,275,508) (4,795,465) ------------------------------------------ NET ASSETS (100%) 87,700,454 93,402,581 181,103,035 ========================================== 74 AIM DEVELOPING MARKETS FUND AIM EMERGING MARKETS FUND PRO FORMA COMBINING STATEMENTS OF ASSETS AND LIABILITIES FOR THE YEAR ENDED OCTOBER 31, 1998 (AUDITED) AIM DEVELOPING AIM EMERGING PRO FORMA ASSETS: MARKETS FUND MARKETS FUND COMBINING -------------- ------------ ------------ INVESTMENTS, AT MARKET VALUE $90,220,411 $95,678,089 $185,898,500 (COST $117,236,708 - AIM DEVELOPING MARKETS FUND) (COST $124,870,218 - AIM EMERGING MARKETS FUND) U.S. AND FOREIGN CURRENCIES 724,303 1,236,245 1,960,548 RECEIVABLES FOR: INVESTMENTS SOLD 903,099 66,130 969,229 DIVIDENDS & INTEREST 693,150 322,915 1,016,065 FUND SHARES SOLD 5,619 413,554 419,173 UNAMORTIZED ORGANIZATIONAL COSTS 14,557 -- 14,557 ----------- ----------- ------------ TOTAL ASSETS 92,561,139 97,716,933 190,278,072 ----------- ----------- ------------ LIABILITIES: PAYABLES FOR: INVESTMENTS PURCHASED 3,823,511 3,143,073 6,966,584 FUND SHARES REPURCHASED 394,946 288,586 683,532 INVESTMENT MANAGEMENT AND ADMINISTRATION FEES 356,752 394,425 751,177 SERVICE AND DISTRIBUTION FEES 96,087 147,714 243,801 PROFESSIONAL FEES 49,710 43,949 93,659 TRANSFER AGENT FEES 30,788 136,937 167,725 TRUSTEES' FEES AND EXPENSES 25,309 4,101 29,410 CUSTODIAN FEES 10,081 8,199 18,280 REGISTRATION AND FILING FEES 7,596 24,709 32,305 PRINTING AND POSTAGE FEES 6,093 102,809 108,902 OPEN FORWARD FOREIGN CURRENCY CONTRACTS 950 -- 950 FUND ACCOUNTING FEES 883 4,847 5,730 OTHER ACCRUED EXPENSES 57,979 15,003 72,982 ----------- ----------- ------------ TOTAL LIABILITIES 4,860,685 4,314,352 9,175,037 ----------- ----------- ------------ NET ASSETS APPLICABLE TO SHARES OUTSTANDING $87,700,454 $93,402,581 $181,103,035 =========== =========== ============ NET ASSETS: CLASS A $87,517,225 $43,925,435 $131,442,660 CLASS B $ 153,941 $49,439,410 $ 49,593,351 ADVISOR CLASS $ 29,288 $ 37,736 $ 67,024 SHARES OUTSTANDING: CLASS A 11,616,154 5,964,824 17,446,312 CLASS B 20,565 6,894,258 6,620,273 ADVISOR CLASS 3,877 5,067 8,877 CLASS A: NET ASSET VALUE AND REDEMPTION PRICE PER SHARE: $ 7.53 $ 7.36 $ 7.53 OFFERING PRICE PER SHARE: (NET ASSET VALUE OF $7.53 / 95.25%)-AIM DEVELOPING MARKETS FUND $ 7.91 (NET ASSET VALUE OF $7.36 / 95.25%)-AIM EMERGING MARKETS FUND $ 7.73 CLASS B: NET ASSET VALUE AND OFFERING PRICE PER SHARE: $ 7.49 $ 7.17 $ 7.49 ADVISOR CLASS NET ASSET VALUE AND OFFERING PRICE PER SHARE: $ 7.55 $ 7.45 $ 7.55 SEE ACCOMPANYING NOTES TO PRO FORMA COMBINING FINANCIAL STATEMENTS. 75 AIM DEVELOPING MARKETS FUND AIM EMERGING MARKETS FUND PRO FORMA COMBINING STATEMENTS OF OPERATIONS FOR TO YEAR ENDED OCTOBER 31, 1998 (AUDITED) AIM DEVELOPING AIM EMERGING PRO FORMA MARKETS FUND MARKETS FUND ADJUSTMENTS COMBINING -------------- ------------ ------------- ------------- INVESTMENT INCOME: INTEREST $ 5,875,109 $ 250,454 $ -- $ 6,125,563 DIVIDEND 4,212,609 4,700,768 -- 8,913,377 SECURITIES LENDING 241,088 186,080 -- 427,168 ------------ ------------ ------------- ------------- TOTAL INVESTMENT INCOME 10,328,806 5,137,302 -- 15,466,108 ------------ ------------ ------------- ------------- EXPENSES: INVESTMENT MANAGEMENT AND ADMINISTRATION FEES 1,740,733 1,660,548 -- 3,401,281 TRANSFER AGENT FEES 538,250 1,069,500 -- 1,607,750 PROFESSIONAL FEES 360,255 122,310 -- 482,565 SERVICE AND DISTRIBUTION EXPENSES - CLASS A 454,554 406,198 -- 860,752 SERVICE AND DISTRIBUTION EXPENSES - CLASS B 1,576 871,360 -- 872,936 INTEREST EXPENSE 359,635 447,556 -- 807,191 PRINTING AND POSTAGE EXPENSES 312,740 219,000 -- 531,740 CUSTODIAN FEES 155,690 160,000 -- 315,690 REGISTRATION AND FILING FEES 96,900 74,900 -- 171,800 FUND ACCOUNTING FEES 53,782 45,603 -- 99,385 AMORTIZATION OF ORGANIZATION COSTS 70,755 -- -- 70,755 TRUSTEES' FEES AND EXPENSES 30,660 13,870 -- 44,530 OTHER 17,000 10,950 -- 27,950 ------------ ------------ ------------- ------------- TOTAL EXPENSES 4,192,530 5,101,795 -- 9,294,325 ------------ ------------ ------------- ------------- LESS: REIMBURSED BY THE ADVISOR (691,157) (821,992) -- (1,513,149) LESS: EXPENSE REDUCTIONS (41,663) (39,255) -- (80,918) ------------ ------------ ------------- ------------- NET EXPENSES 3,459,710 4,240,548 -- 7,700,258 ------------ ------------ ------------- ------------- NET INVESTMENT INCOME 6,869,096 896,754 -- 7,765,850 ------------ ------------ ------------- ------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCIES: NET REALIZED LOSS ON INVESTMENT (81,224,308) (72,668,661) -- (153,892,969) NET REALIZED LOSS ON FOREIGN CURRENCY TRANSACTIONS (2,134,815) (2,512,849) -- (4,647,664) NET CHANGE IN UNREALIZED APPRECIATION ON TRANSACTION OF ASSETS AND LIABILITIES IN FOREIGN CURRENCIES 197,153 601,285 -- 798,438 NET CHANGE IN UNREALIZED APPRECIATION OF INVESTMENTS 13,544,276 5,031,551 -- 18,575,827 ------------ ------------ ------------- ------------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES (69,617,694) (69,548,674) -- (139,166,368) ------------ ------------- ------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $(62,748,598) $(68,651,920) $(131,400,518) ============ ============ ============= ============= SEE ACCOMPANYING NOTES TO PRO FORMA COMBINING FINANCIAL STATEMENTS. 76 Notes to Fin Stmts AIM DEVELOPING MARKETS FUND AIM EMERGING MARKETS FUND NOTES TO PRO FORMA COMBINING FINANCIAL STATEMENTS OCTOBER 31, 1998 (AUDITED) NOTE 1 - BASIS OF PRO FORMA PRESENTATION THE PRO FORMA FINANCIAL STATEMENTS AND THE ACCOMPANYING PRO FORMA SCHEDULE OF INVESTMENTS GIVE EFFECT TO THE PROPOSED AGREEMENT AND PLAN OF REORGANIZATION BETWEEN AIM DEVELOPING MARKETS FUND AND AIM EMERGING MARKETS FUND AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREIN TO BE ACCOUNTED FOR AS A TAX-FREE REORGANIZATION OF INVESTMENT COMPANIES. THE AGREEMENT AND PLAN OF REORGANIZATION WOULD BE ACCOMPLISHED BY AN EXCHANGE OF SHARES OF AIM EMERGING MARKETS FUND FOR THE NET ASSETS OF AIM DEVELOPING MARKETS FUND AND THE DISTRIBUTION OF AIM EMERGING MARKETS FUND SHARES TO AIM DEVELOPING MARKETS FUND SHAREHOLDERS. Page 1 77 PART C OTHER INFORMATION ITEM 15. INDEMNIFICATION. STATE THE GENERAL EFFECT OF ANY CONTRACT, ARRANGEMENTS OR STATUTE UNDER WHICH ANY DIRECTOR, OFFICER, UNDERWRITER OR AFFILIATED PERSON OF THE REGISTRANT IS INSURED OR INDEMNIFIED IN ANY MANNER AGAINST ANY LIABILITY WHICH MAY BE INCURRED IN SUCH CAPACITY, OTHER THAN INSURANCE PROVIDED BY ANY DIRECTOR, OFFICER, AFFILIATED PERSON OR UNDERWRITER FOR THEIR OWN PROTECTION. The Registrant's Agreement and Declaration of Trust dated May 7, 1998 provides, among other things, (1) that a Trustee shall not be liable for any act, omission, or obligation of the Registrant or any Trustee (except for liability to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Trustee's duties); (2) that the Trustees and Officers shall be indemnified by the Registrant to the fullest extent permitted by the Delaware Business Trust Act and other applicable law; and (3) that the shareholders and former shareholders of the Registrant shall be held harmless by the Registrant (or applicable portfolio or class) from personal liability arising from their status as such, and shall be indemnified by the Registrant (or applicable portfolio or class) against all loss and expense arising from such personal liability in accordance with the Registrant's By-Laws and applicable law. ITEM 16. EXHIBITS. Exhibit Number Description - ------ ----------- (1) - Agreement and Declaration of Trust of the Registrant was filed as an Exhibit to Post- Effective Amendment No. 55 to the Registration Statement on Form N-1A, filed August 26, 1998, and is hereby incorporated by reference. (2) - Bylaws of the Registrant were filed as an exhibit to Post-Effective Amendment No. 55 to the Registration Statement on Form N-1A, filed August 26, 1998, and is hereby incorporated by reference. (3) - Voting Trust Agreements - None. (4) - A copy of the form of Plan of Reorganization and Termination is attached as Appendix I to the Prospectus contained in the Registration Statement. (5) - Provisions of instruments defining the rights of holders of Registrant's securities are contained in the Declaration of Trust Articles II, VI, VII, VIII and IX and By-laws Articles IV, V, VI, VII and VIII, which were filed as an Exhibit to Post-Effective Amendment No. 55 to the Registration Statement on Form N-1A, filed August 26, 1998, and are hereby incorporated by reference. (6) (a) - Investment Management and Administration Contract between Registrant and A I M Advisors, Inc. was filed as an exhibit to Post-Effective Amendment No. 55 to the Registration Statement on Form N-1A, filed August 26, 1998, and is hereby incorporated by reference. (b) - Administration Contract between Registrant and A I M Advisors, Inc. was filed as an 78 exhibit to Post-Effective Amendment No. 55 to the Registration Statement on Form N-1A, filed August 26, 1998, and is hereby incorporated by reference. (c) - Sub-Administration Contract between A I M Advisors, Inc. and INVESCO (NY), Inc. with respect to Registrant was filed as an exhibit to Post-Effective Amendment No. 55 to the Registration Statement on Form N-1A, filed August 26, 1998, and is hereby incorporated by reference. (d) - Sub-Advisory and Sub-Administration Contract, dated September 8, 1998 between A I M Advisors, Inc. and INVESCO (NY), Inc. with respect to Registrant was filed as an exhibit to Post-Effective Amendment No. 55 to the Registration Statement on Form N-1A, dated August 26, 1998, and is hereby incorporated by reference. (e) - Fund Accounting and Pricing Agreement between Registrant and INVESCO (NY), INC. is filed as an exhibit to Post-Effective Amendment No. 55 to the Registration Statement on Form N-1A, filed August 26, 1998, and is hereby incorporated by reference. (7) (a) - Distribution Agreement between Registrant and A I M Distributors, Inc. with respect to Class A shares was filed as an exhibit to Post-Effective Amendment No. 55 to the Registration Statement on Form N-1A, filed August 26, 1998, and is hereby incorporated by reference. (b) - Distribution Agreement between Registrant and A I M Distributors, Inc. with respect to Class B shares was filed as an exhibit to Post-Effective Amendment No. 55 to the Registration Statement on Form N-1A, filed August 26, 1998, and is hereby incorporated by reference. (c) - Distribution Agreement between Registrant and A I M Distributors, Inc. with respect to Advisor Class shares was filed as an exhibit to Post-Effective Amendment No. 55 to the Registration Statement on Form N-1A, filed August 26, 1998, and is hereby incorporated by reference. (8) - Agreements Concerning Officers and Directors/Trustees Benefits - None. (9) (a) - Custodian Agreement between Registrant and State Street Bank and Trust Company was filed as an exhibit to Post-Effective Amendment No. 55 to the Registration Statement on Form N-1A, filed August 26, 1998, and is hereby incorporated by reference. (b) - Transfer Agency and Service Agreement between Registrant and A I M Fund Services, Inc. was filed as an exhibit to Post-Effective Amendment No. 55 to the Registration Statement on Form N-1A, filed August 26, 1998, and is hereby incorporated by reference. (c) - Remote Access and Related Services Agreement, dated as of December 23, 1994, between the Registrant and First Data Investor Services Group, Inc. (formerly, The Shareholder Services Group, Inc.) was filed as an exhibit to Post-Effective Amendment No. 55 to the Registration Statement on Form N-1A, filed August 26, 1998, and is hereby incorporated by reference. (d) - Amendment No. 1, dated October 4, 1995, to the Remote Access and Related Services Agreement, dated as of December 23, 1994, between Registrant and First Data 79 Investor Services Group, Inc. (formerly, The Shareholder Services Group, Inc.) was filed as an exhibit to Post-Effective Amendment No. 55 to the Registration Statement on Form N-1A, filed August 26, 1998, and is hereby incorporated by reference. (e) - Addendum No. 2, dated October 12, 1995, to the Remote Access and Related Services Agreement, dated as of December 23, 1994, between Registrant and First Data Investor Services Group, Inc. (formerly, The Shareholder Services Group, Inc.) was filed as an exhibit to Post-Effective Amendment No. 55 to the Registration Statement on Form N-1A, filed August 26, 1998, and is hereby incorporated by reference. (f) - Amendment No. 3, dated February 1, 1997, to the Remote Access and Related Services Agreement, dated as of December 23, 1994, between Registrant and First Data Investor Services Group, Inc. (formerly, The Shareholder Services Group, Inc.) was filed as an exhibit to Post-Effective Amendment No. 55 to the Registration Statement on Form N-1A, filed August 26, 1998, and is hereby incorporated by reference. (g) - Exhibit 1, effective as of August 4, 1997, to the Remote Access and Related Services Agreement, dated as of December 23, 1994, between Registrant and First Data Investor Services Group, Inc. (formerly, The Shareholder Services Group, Inc.) was filed as an exhibit to Post-Effective Amendment No. 55 to the Registration Statement on Form N-1A, filed August 26, 1998, and is hereby incorporated by reference. (h) - Preferred Registration Technology Escrow Agreement, dated September 10, 1997, between Registrant and First Data Investor Services Group, Inc. (formerly, The Shareholder Services Group, Inc.) was filed as an exhibit to Post-Effective Amendment No. 55 to the Registration Statement on Form N-1A, filed August 26, 1998, and is hereby incorporated by reference. (10) (a) - Form of Distribution Plan adopted pursuant to Rule 12b-1 with respect to Class A shares was filed as an Exhibit to Post-Effective Amendment No. 53 to the Registration Statement on Form N-1A, dated May 29, 1998, and is hereby incorporated by reference. (b) - Form of Distribution Plan adopted pursuant to Rule 12b-1 with respect to Class B shares was filed as an Exhibit to Post-Effective Amendment No. 53 to the Registration Statement on Form N-1A, dated May 29, 1998, and is hereby incorporated by reference. (c) - Rule 18f-3 Multiple Class Plan was filed as an Exhibit to Post-Effective Amendment No. 55 to the Registration Statement on Form N-1A, dated August 26, 1998, and is hereby incorporated by reference. (11) (a) - Opinion and Consent of Kirkpatrick & Lockhart LLP as to the legality of the securities being registered was filed electronically as an Exhibit to the Registration Statement on Form N-14 on November 30, 1998, and is hereby incorporated by reference. (b) - Opinion and Consent of Delaware Counsel was filed electronically as an exhibit to the Registration Statement on Form N-14 on November 30, 1998, and is hereby incorporated by reference. (12) - Opinion and Consent of Kirkpatrick &Lockhart LLP supporting the tax matters and consequences to shareholders discussed in the prospectus will be filed in an amendment to this Registration Statement. (13) (a) - Selected Dealer Agreement was filed as an Exhibit to Post-Effective Amendment No. 53 to the Registration Statement on Form N-1A, dated May 29, 1998, and is hereby incorporated by reference. 80 (b) - Bank Sales Contract was filed as an Exhibit to Post-Effective Amendment No. 53 to the Registration Statement on Form N-1A, dated May 29, 1998, and is hereby incorporated by reference. (c) - Shareholder Service Agreement was filed as an Exhibit to Post-Effective Amendment No. 53 to the Registration Statement on Form N-1A, dated May 29, 1998, and is hereby incorporated by reference. (d) - Bank Shareholder Service Agreement was filed as an Exhibit to Post-Effective Amendment No. 53 to the Registration Statement on Form N-1A, dated May 29, 1998, and is hereby incorporated by reference. (e) - Service Agreement for Bank Trust Department and for Broker is filed as an exhibit to Post-Effective Amendment No. 55 to the Registration Statement on Form N-1A, filed August 26, 1998, and is hereby incorporated by reference. (14) - Consent of PricewaterhouseCoopers LLP is filed herewith electronically. (15) - Financial Statements - None. (16) - Powers of Attorney - None. (17) (a) - Form of Proxy was filed electronically as an Exhibit to the Registration Statement on Form N-14 on November 30, 1998, and is hereby incorporated by reference. (b) - Prospectus of AIM Emerging Markets Fund was filed electronically as an Exhibit to the Registration Statement on Form N-14 on November 30, 1998, and is hereby incorporated by reference. ITEM 17. UNDERTAKINGS. None. 81 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Pre-Effective Amendment to the Registration Statement on Form N-14 to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Houston, and the State of Texas, on the 15th day of December, 1998. AIM INVESTMENT FUNDS Registrant By: /s/ ROBERT H. GRAHAM -------------------------------- Robert H. Graham President Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment to the Registration Statement on Form N-14 has been signed below by the following persons in the capacities indicated on the 15th day of December, 1998. /s/ ROBERT H. GRAHAM - ---------------------------------- Robert H. Graham President, Trustee and Chairman of the Board (Principal Executive Officer) /s/ KENNETH W. CHANCEY Senior Vice President and Chief - ---------------------------------- Financial Officer Kenneth W. Chancey /s/ C. DEREK ANDERSON - ---------------------------------- C. Derek Anderson Trustee /s/ ARTHUR C. PATTERSON - ---------------------------------- Arthur C. Patterson Trustee /s/ FRANK S. BAYLEY - ---------------------------------- Frank S. Bayley Trustee /s/ RUTH H. QUIGLEY - ---------------------------------- Ruth H. Quigley Trustee 82 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 14 Consent of PricewaterhouseCoopers LLP