-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KLg36U8Z3XPti1YyZEu/nWyx6IJvJgmYTZjmcluonRLsZBU/MIAWQwx7US9CAhZ3 3RiKaxBLJMU0/lIfDxBU8Q== 0001193125-05-198356.txt : 20051007 0001193125-05-198356.hdr.sgml : 20051007 20051007135833 ACCESSION NUMBER: 0001193125-05-198356 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050731 FILED AS OF DATE: 20051007 DATE AS OF CHANGE: 20051007 EFFECTIVENESS DATE: 20051007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIM STOCK FUNDS CENTRAL INDEX KEY: 0000035692 IRS NUMBER: 840576427 STATE OF INCORPORATION: MD FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-01474 FILM NUMBER: 051129175 BUSINESS ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 713-626-1919 MAIL ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: AIM STOCK FUNDS INC DATE OF NAME CHANGE: 20031001 FORMER COMPANY: FORMER CONFORMED NAME: INVESCO STOCK FUNDS INC DATE OF NAME CHANGE: 19990330 FORMER COMPANY: FORMER CONFORMED NAME: INVESCO CAPITAL APPRECIATION FUNDS INC DATE OF NAME CHANGE: 19970709 N-CSR 1 dncsr.txt FORM N-CSR FOR AIM STOCK FUND ------------------------- OMB APPROVAL ------------------------- OMB Number: 3235-0570 Expires: Sept. 30, 2007 Estimated average burden hours per response: 19.4 ------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-1474 AIM Stock Funds -------------------------------------------------- (Exact name of registrant as specified in charter) 11 Greenway Plaza, Suite 100 Houston, Texas 77046 --------------------------------------------------- (Address of principal executive offices) (Zip code) Robert H. Graham 11 Greenway Plaza, Suite 100 Houston, Texas 77046 ------------------------------------------------------------------ (Name and address of agent for service) Registrant's telephone number, including area code: (713) 626-1919 Date of fiscal year end: 7/31 Date of reporting period: 07/31/05 Item 1. Reports to Stockholders. AIM DYNAMICS FUND Annual Report to Shareholders . July 31, 2005 [COVER IMAGE] FORMERLY INVESCO DYNAMICS FUND [YOUR GOALS. OUR SOLUTIONS.] - REGISTERED TRADEMARK - [AIM INVESTMENTS LOGO] - REGISTERED TRADEMARK - AIM DYNAMICS FUND SEEKS TO PROVIDE LONG-TERM CAPITAL GROWTH. .. Unless otherwise stated, information presented in this report is as of July 31, 2005, and is based on total net assets. .. Effective October 15, 2004, INVESCO Dynamics Fund was renamed AIM Dynamics Fund. ABOUT SHARE CLASSES .. Class B shares are not available as an investment for retirement plans maintained pursuant to Section 401 of the Internal Revenue Code, including 401(k) plans, money purchase pension plans and profit sharing plans. Plans that had existing accounts invested in Class B shares prior to September 30, 2003, will continue to be allowed to make additional purchases. .. Effective as of the close of business on August 15, 2005, the Fund is limiting public sales of its Class K shares to certain investors. Only existing Class K shareholders of a Fund, as of August 15, 2005, may continue to invest in the Fund's Class K shares. .. Investor Class shares are closed to most investors. For more information on who may continue to invest in the Investor Class shares, please see the prospectus. PRINCIPAL RISKS OF INVESTING IN THE FUND .. Investing in small and mid-size companies involves risks not associated with investing in more established companies, including business risk, significant stock price fluctuations and illiquidity. .. The Fund may invest up to 25% of its assets in the securities of non-U.S. issuers. Securities of Canadian issuers and American Depositary Receipts are not subject to this 25% limitation. 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. .. At any given time, the Fund may be subject to sector risk, which means a certain sector may underperform other sectors or the market as a whole. The Fund is not limited with respect to the sectors in which it can invest. ABOUT INDEXES USED IN THIS REPORT .. The unmanaged Standard & Poor's Composite Index of 500 Stocks (the S&P 500 - --REGISTERED TRADEMARK-- Index) is an index of common stocks frequently used as a general measure of U.S. stock market performance. .. The unmanaged RUSSELL MIDCAP INDEX represents the performance of the stocks of domestic mid-capitalization companies; the Growth subset measures the performance of Russell Midcap companies with higher price/- book ratios and higher forecasted growth values. .. The unmanaged LIPPER MID-CAP GROWTH FUND INDEX represents an average of the performance of the 30 largest mid-capitalization growth funds tracked by Lipper, Inc., an independent mutual fund performance monitor. .. The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the fund may deviate significantly from the performance of the indexes. Performance of an index of funds reflects fund expenses; performance of a market index does not. .. A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of an index of funds reflects fund expenses; performance of a market index does not. OTHER INFORMATION .. Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of Morgan Stanley Capital International Inc. and Standard & Poor's. .. The returns shown in the Management's Discussion of Fund Performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights. The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund's semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at AIMinvestments.com. From our home page, click on Products & Performance, then Mutual Funds, then Fund Overview. Select your Fund from the drop-down menu and click on Complete Quarterly Holdings. Shareholders can also look up the Fund's Forms N-Q on the SEC's Web site at sec.gov. And copies of the Fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549-0102. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202-942-8090 or 800-732-0330, or by electronic request at the following e-mail address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-1474 and 00226625. A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800-959-4246 or on the AIM Web site, AIMinvestments.com. On the home page, scroll down and click on AIM Funds Proxy Policy. The information is also available on the SEC Web site, sec.gov. Information regarding how the Fund voted proxies related to its portfolio securities during the 12 months ended June 30, 2005, is available at our Web site. Go to AIMinvestments.com, access the About Us tab, click on Required Notices and then click on Proxy Voting Activity. Next, select the Fund from the drop-down menu. The information is also available on the SEC Web site, sec.gov. - -------------------------------------------------------------------------------- FUND NASDAQ SYMBOLS Class A Shares IDYAX Class B Shares IDYBX Class C Shares IFDCX Class K Shares IDYKX Investor Class Shares FIDYX - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- THIS REPORT MUST BE ACCOMPANIED OR PRECEDED BY A CURRENTLY EFFECTIVE FUND PROSPECTUS, WHICH CONTAINS MORE COMPLETE INFORMATION, INCLUDING SALES CHARGES AND EXPENSES. INVESTORS SHOULD READ IT CAREFULLY BEFORE INVESTING. - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE - ------------------------------------------------------------------------------- AIMINVESTMENTS.COM AIM DYNAMICS FUND DEAR FELLOW AIM FUNDS SHAREHOLDERS: [GRAHAM PHOTO] We would like to call your attention to two new elements in this report on your Fund. First, on Page 2, is a letter from Bruce Crockett, the independent Chair of the Board of Trustees of the AIM Funds. We first introduced you to Mr. Crockett in the semiannual report on your Fund dated January 31 of this year. Mr. Crockett has been on our Funds' Board since 1992; he assumed his responsibilities as Chair last October. ROBERT H. GRAHAM Mr. Crockett has expressed an interest in keeping shareholders informed of the work of the Board regularly via letters in the Fund reports. We certainly consider this a valuable addition to the reports. The Board is charged with looking out for the interests of shareholders, and Mr. Crockett's letter provides insight into some of the many issues the Board addresses in governing your Fund. [WILLIAMSON PHOTO] One of the most important decisions the Board makes each year is whether to approve the advisory agreement your Fund has with AIM. Essentially, this agreement hires AIM to manage the assets in your Fund. A discussion of the factors the Board considered in reviewing the agreement is the second new element in the report, and we encourage you to read it. It appears on Pages 8 and 9. Of course, this report also includes your Fund managers' discussion of how they managed the Fund during the fiscal year ended July 31. That discussion begins on Page 3. MARK H. WILLIAMSON All in all, it was a good year for investors as solid economic growth and generally impressive company earnings offset concerns about rising oil prices and the Federal Reserve's repeated increases in short-term interest rates. Most domestic and international equity indexes ended up producing double-digit returns for the fiscal year. Bond returns, though more muted as is typical, were also positive. Further information about the markets, your Fund, and investing in general is always available on our widely acclaimed Web site, AIMinvestments.com. We invite you to visit it frequently. We at AIM remain committed to building solutions to help you meet your investment goals. We thank you for your continued participation in AIM Investments --REGISTERED TRADEMARK--. If you have any questions, please contact our award-winning Client Service representatives at 800-959-4246. We are happy to be of help. Sincerely, /s/ ROBERT H. GRAHAM /s/ MARK H. WILLIAMSON Robert H. Graham Mark H. Williamson President & Vice Chair, Chairman & President, AIM Funds A I M Advisors, Inc. September 16, 2005 AIM INVESTMENTS IS A REGISTERED SERVICE MARK OF A I M MANAGEMENT GROUP INC. A I M ADVISORS, INC. AND A I M CAPITAL MANAGEMENT, INC. ARE THE INVESTMENT ADVISORS AND A I M DISTRIBUTORS, INC. IS THE DISTRIBUTOR FOR THE RETAIL FUNDS REPRESENTED BY AIM INVESTMENTS. 1 AIM DYNAMICS FUND DEAR AIM FUNDS SHAREHOLDERS: As independent Chair of the Board of Trustees of the AIM Funds, I'm writing to report on the work being done by your Board. [CROCKETT PHOTO] At our most recent meeting in June 2005, your Board approved voluntary fee reductions from A I M Advisors, Inc. (AIM) that save shareholders approximately $20.8 million annually, based on asset levels as of March 31, 2005. The majority of these expense reductions, which took effect July 1, 2005, will be achieved by a permanent reduction to 0.25% of the Rule 12b-1 fees on Class A and Class A3 shares of those AIM Funds that previously charged these fees at a higher rate. BRUCE L. CROCKETT Our June meeting, which was the culmination of more than two and one-half months of review and discussions, took place over a three-day period. The meeting included your Board's annual comprehensive evaluation of each fund's advisory agreement with AIM. After this evaluation, in which questions about fees, performance and operations were addressed by AIM, your Board approved all advisory agreements for the year beginning July 1, 2005. You can find information on the factors considered and conclusions reached by your Board in its evaluation of each fund's advisory agreement at AIMinvestments.com. (Go to "Products & Performance" and click on "Investment Advisory Agreement Renewals.") The advisory agreement information about your Fund is also included in this annual report on Pages 8 and 9. I encourage you to review it. Together with monitoring fund expenses, fund performance is your Board's priority. Our initial goal is to work with AIM to bring about improvement in every AIM Fund that has been underperforming its category. Your Board has a well-defined process and structure for monitoring all funds and identifying and assisting AIM in improving underperforming funds. Our Investments Committee--which functions along with Audit, Governance, Valuation and Compliance Committees--is the only one of these five standing committees to include all 13 independent Board members. Further, our Investments Committee is divided into three underlying subcommittees, each responsible for, among other things, reviewing the performance, fees and expenses of the funds that have been assigned to it. At subcommittee meetings, held throughout the year, the performance of every AIM Fund is evaluated. If a fund has underperformed its peer group for a meaningful period, we work closely with AIM to discover the causes and help develop the right responses. In some cases, AIM may determine that a change in portfolio management strategy or portfolio managers is required. In other cases, where a fund no longer seems viable, it may be merged with a similar fund, being careful to consider the needs of all shareholders affected by the decision. Following AIM's recommendation and your Board's approval, eight funds were recently merged. Be assured that your Board is working closely with the management of AIM to help you reach your investment goals. Should you or your advisor have questions or comments about the governance of AIM Funds, I invite you to write to me at AIM Investments, AIM Investments Tower, 11 Greenway Plaza, Suite 100, Houston, TX 77046. Your Board looks forward to keeping you informed about the governance of your funds. Sincerely, /s/ BRUCE L. CROCKETT Bruce L. Crockett Independent Chair On Behalf of the Board of Trustees AIM Funds September 16, 2005 2 AIM DYNAMICS FUND MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE - -------------------------------------------------------------------------------- PERFORMANCE SUMMARY Stocks, as measured by leading domestic market indexes, rallied near the midpoint and toward the end of the fiscal year. These trends helped your Fund post impressive, double-digit gains for the period--the first full year that the new management team has been responsible for the Fund. Your Fund outperformed the large-cap oriented S&P 500 Index by a wide margin, as mid-cap stocks outperformed their large-cap counterparts significantly, during the period. However, we slightly underperformed the Russell Midcap Growth Index as our information technology and industrials holdings generally underperformed those of the benchmark. - -------------------------------------------------------------------------------- FUND VS. INDEXES TOTAL RETURNS, 7/31/04-7/31/05, EXCLUDING APPLICABLE SALES CHARGES. IF SALES CHARGES WERE INCLUDED, RETURNS WOULD BE LOWER. Class A Shares 24.63% Class B Shares 23.89 Class C Shares 23.92 Class K Shares 24.50 Investor Class Shares 24.81 S&P 500 Index (Broad Market Index) 14.04 Russell Midcap Growth Index (Style-specific Index) 25.65 Lipper Mid-Cap Growth Fund Index (Peer Group Index) 22.17 SOURCE: LIPPER, INC. - -------------------------------------------------------------------------------- The Fund's long-term performance can be found on Pages 6 and 7. - -------------------------------------------------------------------------------- HOW WE INVEST We select stocks based on analysis of individual companies, focusing on mid-cap growth companies that are favorably priced relative to the rest of the market. Our investment process involves: .. identifying companies with sustainable revenue and earnings growth and low stock prices relative to their projected growth rates .. applying fundamental research, including financial statement analysis, to identify stocks of companies with large potential markets, cash-generating business models, improving balance sheets and solid management teams .. using a variety of valuation techniques to determine target buy prices and a stock's valuation upside and downside potential The resulting portfolio contains both "core holdings," industry leaders serving growing, non-cyclical markets (markets relatively insensitive to economic conditions) whose performance tends to remain constant regardless of economic conditions; and "earnings-acceleration" holdings driven by near-term catalysts such as new products or improved processes that may lead to rapid sales or earnings growth. We strive to control volatility and risk by diversifying Fund holdings across sectors and also by building a portfolio of 100 to 120 stocks with approximately equal weights within the portfolio. We consider selling a stock if: .. a company's fundamentals deteriorate .. a stock's price reaches our valuation target .. a company moves into the large capitalization range .. we find a more attractive investment option MARKET CONDITIONS AND YOUR FUND Solid economic growth and impressive corporate earnings generally outweighed concerns about rising oil prices and interest rates. Two strong market rallies helped most major stock indexes and your Fund post impressive gains for the fiscal year. At the close of the period, the portfolio was about equally divided between core holdings and earnings-acceleration stocks. Our core holdings provided some downside protection during periods of market volatility while our earnings-acceleration stocks boosted performance during the two market rallies. The Fund also benefited from its focus on mid-cap stocks, which outperformed large- and small-cap stocks over the reporting period. Every stock market sector registered positive (CONTINUED) - --------------------------------------------------------------------------------
PORTFOLIO COMPOSITION By sector [PIE CHART] TOP 5 INDUSTRIES* TOP 10 EQUITY HOLDINGS* Industrials 8.4% 1. Health Care Equipment 6.0% 1. Hilton Hotels Corp. 1.7% Materials 5.1% 2. Semiconductors 4.8 2. Polo Ralph Lauren Corp. 1.6 Telecommunication Services 3.6% 3. Application Software 4.8 3. Starwood Hotels Consumer Staples 2.0% 4. Wireless Telecommunication Services 3.6 & Resorts Worldwide, Inc. 1.5 Money Market Funds Plus 5. Oil & Gas Equipment & Services 3.4 4. Office Depot, Inc. 1.4 Other Assets Less Liabilities 1.3% 5. Williams Cos., Inc. (The) 1.4 Consumer Discretionary 23.2% TOTAL NET ASSETS $2.0 billion 6. Station Casinos, Inc. 1.4 Information Technology 20.3% 7. Alliance Data Systems Corp. 1.3 Health Care 16.1% TOTAL NUMBER OF HOLDINGS* 109 8. Pulte Homes, Inc. 1.3 Energy 10.2% 9. Kohl's Corp. 1.3 Financials 9.8% 10. Coach, Inc. 1.3
The Fund's holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security. *Excluding money market fund holdings. - -------------------------------------------------------------------------------- 3 AIM DYNAMICS FUND returns for the portfolio. Changes in the Fund's sector weightings over the year largely reflected our stock selection process, which is based upon our analysis of individual companies in the context of our expectations of future economic and market trends. For example, we increased the Fund's holdings in consumer discretionary, as we found companies in this sector which benefited from healthy consumer spending despite the rising cost of oil. A stock in this sector that enhanced performance was Abercrombie & Fitch, an upscale casual clothing chain. The company's management team has reversed several years of declining comparable store sales. Additionally, the company has used its cash flow to create new business opportunities and has bought back its stock, benefiting shareholders. While the Fund's information technology stocks collectively posted gains, we reduced our holdings in this sector, as we were concerned about lackluster business spending for EVERY STOCK MARKET SECTOR REGISTERED POSITIVE RETURNS FOR THE PORTFOLIO. technology upgrades. One tech stock that we eliminated from the portfolio was Avaya, which produces communication equipment and software. The stock faltered on concerns that corporations may be slower to deploy the company's voice over Internet protocol (VoIP) products than originally expected. VoIP technology allows users to make phone calls without incurring typical analog telephone charges, such as for long-distance calls, and also allows the flexibility of connecting from virtually any location. However, another information technology stock, VeriSign, was our top-performing holding for the year. The company, which provides infrastructure services for Internet and telecommunications networks, reported a 74% increase in revenue for the quarter ended June 30, 2005, compared to the same period for the previous year. The company has also expanded its product line through a series of acquisitions. While the Fund's industrials stocks collectively posted gains, we underperformed the Russell Midcap Growth Index in this sector, largely because of our commercial services holdings, which were negatively affected by uneven economic growth. Examples of holdings that faltered include staffing company Manpower and uniform services company Cintas, both of which we sold. Health care also performed well for the Fund as demand for medical services and products tends to remain constant regardless of economic conditions. We shifted our emphasis in this sector to health care equipment stocks, which tend to be more stable, away from pharmaceuticals, which have performed poorly in recent months, and biotechnology, which tends to be more volatile. One of the stocks we sold was Eyetech Pharmaceuticals, which was a key detractor from Fund performance. Eyetech is a biopharmaceutical company that specializes in the development and marketing of novel therapeutics to treat eye diseases. Its stock declined after the company announced it did not expect to be profitable in 2005 and concerns were raised about increased competition. IN CLOSING We remain committed to our investment process of focusing on the stocks of mid-cap companies with growing earnings. We believe our strategy has the potential to provide investors with attractive returns over the long term, and the Fund's performance over the fiscal year demonstrated this potential. While we are pleased to have provided strong returns for our shareholders for the reporting period, we encourage you to maintain a long-term perspective. We thank you for your commitment to AIM Dynamics Fund. THE VIEWS AND OPINIONS EXPRESSED IN MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE ARE THOSE OF A I M ADVISORS, INC. THESE VIEWS AND OPINIONS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE VIEWS AND OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR RECOMMENDATIONS, OR AS AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT A I M ADVISORS, INC. MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. See important Fund and index disclosures inside front cover. - -------------------------------------------------------------------------------- [RASPLICKA PHOTO] PAUL J. RASPLICKA, Chartered Financial Analyst and Senior Portfolio Manager, is lead manager of AIM Dynamics Fund. Mr. Rasplicka began his investment career in 1982. A native of Denver, Mr. Rasplicka is a magna cum laude graduate of the University of Colorado at Boulder with a B.S. in business administration. He received an M.B.A. from the University of Chicago. He is also a Chartered Investment Counselor. [FARMER PHOTO] KARL FARMER, Chartered Financial Analyst, is co-manager of AIM Dynamics Fund. He spent six years as a pension actuary, focusing on retirement plans and other benefit programs, prior to joining AIM in July of 1998. He earned a B.S. in economics from Texas A&M University, graduating magna cum laude. He subsequently earned his M.B.A. in finance from The Wharton School at the University of Pennsylvania. Assisted by the Mid-Cap Growth/GARP (Growth at a Reasonable Price) Team - -------------------------------------------------------------------------------- [RIGHT ARROW GRAPHIC] FOR A PRESENTATION OF YOUR FUND'S LONG-TERM PERFORMANCE, PLEASE SEE PAGES 6 AND 7. 4 AIM DYNAMICS FUND CALCULATING YOUR ONGOING FUND EXPENSES EXAMPLE As a shareholder of the Fund, you incur two types of costs. (1) transaction costs, which may include sales charges (loads) on purchase payments; contingent deferred sales charges on redemptions; and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service fees (12b-1); and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period February 1, 2005, through July 31, 2005. ACTUAL EXPENSES The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The Fund's actual cumulative total returns at net asset value after expenses for the six months ended July 31, 2005, appear in the table "Cumulative Total Returns" on Page 7. THE HYPOTHETICAL ACCOUNT VALUES AND EXPENSES MAY NOT BE USED TO ESTIMATE THE ACTUAL ENDING ACCOUNT BALANCE OR EXPENSES YOU PAID FOR THE PERIOD. YOU MAY USE THIS INFORMATION TO COMPARE THE ONGOING COSTS OF INVESTING IN THE FUND AND OTHER FUNDS. TO DO SO, COMPARE THIS 5% HYPOTHETICAL EXAMPLE WITH THE 5% HYPOTHETICAL EXAMPLES THAT APPEAR IN THE SHAREHOLDER REPORTS OF THE OTHER FUNDS. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. - --------------------------------------------------------------------------------
ACTUAL HYPOTHETICAL (5% ANNUAL RETURN BEFORE EXPENSES) BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES ENDING ACCOUNT EXPENSES SHARE VALUE VALUE PAID DURING VALUE PAID DURING CLASS (2/1/05) (7/31/05)/1/ PERIOD/2,3/ (7/31/05) PERIOD/2,4/ A $ 1,000.00 $ 1,093.20 $ 6.23 $ 1,018.84 $ 6.01 B 1,000.00 1,089.60 9.69 1,015.52 9.35 C 1,000.00 1,090.10 9.69 1,015.52 9.35 K 1,000.00 1,092.90 6.85 1,018.25 6.61 Investor 1,000.00 1,093.90 5.81 1,019.24 5.61
- -------------------------------------------------------------------------------- /1/The actual ending account value is based on the actual total return of the Fund for the period February 1, 2005, through July 31, 2005, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund's expense ratio and a hypothetical annual return of 5% before expenses. The Fund's actual cumulative total returns at net asset value after expenses for the six months ended July 31, 2005, appear in the table "Cumulative Total Returns" on Page 7. /2/Expenses are equal to the Fund's annualized expense ratio (1.20%, 1.87%, 1.87%, 1.32% and 1.12% for Class A, B, C, K and Investor Class shares, respectively) multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Effective on July 1, 2005, the distributor contractually agreed to reduce rule 12B-1 plan fees for Class A shares to 0.25%. The annualized expense ratio restated as if the agreement had been in effect throughout the entire most recent fiscal half year is 1.12% for Class A shares. /3/The actual expenses paid restated as if the change discussed above had been in effect throughout the most recent fiscal half year are $5.81 for Class A shares. /4/The hypothetical expenses paid restated as if the change discussed above had been in effect throughout the most recent fiscal half year are $5.61 for Class A shares. - -------------------------------------------------------------------------------- [ARROW BUTTON For More Information Visit IMAGE] AIMINVESTMENTS.COM 5 AIM DYNAMICS FUND YOUR FUND'S LONG-TERM PERFORMANCE - -------------------------------------------------------------------------------- RESULTS OF A $10,000 INVESTMENT Fund and index data from 7/31/95 - -------------------------------------------------------------------------------- The data shown in the chart include reinvested distributions, Fund expenses and management fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of an index of funds reflects fund expenses and management fees; performance of a market index does not. Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares. Performance of the indexes does not reflect the effects of taxes. This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating changes in value during the early years shown in the chart. The vertical axis, the one that indicates the dollar value of an investment, is constructed with each segment representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $10,000 and $20,000 is the same size as the space between $20,000 and $40,000, the space between $20,000 and $40,000 is the same as that between $40,000 and $80,000, and so on.
[MOUNTAIN CHART] AIM DYNAMICS FUNDS- LIPPER MID-CAP GROWTH RUSSELL MIDCAP S&P 500 DATE INVESTOR CLASS SHARES FUND INDEX GROWTH INDEX INDEX 7/95 $ 10000 $ 10000 $ 10000 $ 10000 8/95 10054 10168 10110 10025 9/95 10248 10567 10335 10448 10/95 10380 10359 10073 10410 11/95 10768 10753 10524 10867 12/95 10915 10855 10529 11076 1/96 11030 10782 10715 11453 2/96 11454 11243 11121 11559 3/96 11525 11506 11208 11671 4/96 12053 12492 11750 11843 5/96 12177 12984 11990 12147 6/96 11912 12416 11627 12194 7/96 10964 11058 10725 11655 8/96 11804 11774 11304 11902 9/96 12469 12574 12022 12571 10/96 12523 12102 11881 12917 11/96 13010 12379 12581 13893 12/96 12623 12315 12369 13618 1/97 12918 12631 12917 14468 2/97 12272 11791 12632 14582 3/97 11586 10894 11919 13984 4/97 11772 10800 12210 14818 5/97 13017 12206 13305 15724 6/97 13497 12721 13673 16423 7/97 14986 13498 14982 17729 8/97 14731 13460 14835 16737 9/97 15799 14424 15586 17653 10/97 15279 13616 14806 17064 11/97 15319 13398 14961 17853 12/97 15666 13712 15158 18159 1/98 15486 13453 14885 18360 2/98 17058 14595 16284 19683 3/98 18090 15351 16967 20691 4/98 18416 15418 17197 20903 5/98 17675 14519 16490 20544 6/98 18540 15187 16956 21378 7/98 17743 14176 16230 21152 8/98 14286 11120 13132 18096 9/98 15241 12280 14126 19256 10/98 15937 12731 15166 20820 11/98 17059 13699 16189 22081 12/98 19311 15466 17866 23353 1/99 20427 16233 18401 24329 2/99 19312 14973 17501 23573 3/99 21065 16040 18476 24516 4/99 22255 16698 19318 25465 5/99 22329 16628 19069 24865 6/99 24180 17969 20401 26241 7/99 23776 17723 19751 25425 8/99 23691 17633 19546 25299 9/99 23899 18148 19379 24606 10/99 26265 19752 20878 26163 11/99 28855 22230 23040 26695 12/99 33177 26867 27029 28265 1/00 32587 26405 27024 26845 2/00 40003 33023 32705 26337 3/00 38195 30699 32739 28912 4/00 34525 26649 29561 28042 5/00 32111 24253 27406 27468 6/00 37063 28022 30314 28144 7/00 35740 26860 28394 27704 8/00 41194 30372 32676 29424 9/00 40926 28913 31079 27871 10/00 37447 26575 28952 27753 11/00 28965 21018 22660 25567 12/00 30599 22533 23854 25692 1/01 31655 22839 25216 26603 2/01 25463 19413 20855 24179 3/01 21486 17353 17870 22648 4/01 25091 19641 20849 24407 5/01 24511 19803 20751 24570 6/01 24190 19726 20762 23972 7/01 22183 18688 19361 23736 8/01 19891 17436 17958 22252 9/01 15720 14921 14990 20455 10/01 17407 15752 16566 20845 11/01 19856 17046 18349 22444 12/01 20539 17785 19047 22641 1/02 20126 17105 18428 22311 2/02 18192 16254 17384 21880 3/02 19725 17279 18710 22703 4/02 18359 16705 17720 21327 5/02 17496 16147 17191 21171 6/02 15471 14696 15294 19663 7/02 13937 13111 13808 18131 8/02 13627 12955 13760 18250 9/02 12544 12150 12667 16268 10/02 13833 12763 13648 17699 11/02 14865 13521 14716 18739 12/02 13743 12722 13827 17639 1/03 13678 12533 13691 17178 2/03 13472 12339 13572 16920 3/03 13627 12516 13825 17083 4/03 14568 13394 14766 18490 5/03 15716 14501 16187 19463 6/03 15962 14729 16418 19712 7/03 16515 15309 17005 20060 8/03 17328 16062 17941 20450 9/03 16696 15523 17593 20233 10/03 18203 16741 19011 21377 11/03 18784 17139 19520 21565 12/03 19004 17227 19733 22696 1/04 19494 17662 20384 23112 2/04 19687 17906 20726 23433 3/04 19545 17902 20687 23080 4/04 19119 17334 20103 22718 5/04 19415 17711 20577 23029 6/04 19685 18137 20905 23477 7/04 18294 16849 19520 22700 + 8/04 17997 16557 19279 22791 9/04 18744 17265 19999 23038 10/04 19183 17775 20678 23390 11/04 20382 18763 21745 24336 12/04 21270 19644 22787 25163 1/05 20870 19010 22177 24550 2/05 21192 19255 22739 25066 3/05 20908 18871 22407 24623 4/05 19773 17962 21520 24156 5/05 20805 19028 22753 24924 6/05 21462 19463 23176 24960 7/05 22826 20584 24528 25888
Source: Lipper, Inc. 6 AIM DYNAMICS FUND - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS As OF 7/31/05, including applicable sales charges CLASS A SHARES Inception (3/28/02) 2.72% 1 Year 17.75 CLASS B SHARES Inception (3/28/02) 2.86% 1 Year 18.89 CLASS C SHARES Inception (2/14/00) -8.86% 5 Years -9.33 1 Year 22.92 CLASS K SHARES Inception (11/30/00) -5.18% 1 Year 24.50 INVESTOR CLASS SHARES Inception (9/15/67) 9.14% 10 Years 8.60 5 Years -8.57 1 Year 24.81 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS As of 6/30/05, most recent calendar quarter- end, including applicable sales charges CLASS A SHARES Inception (3/28/02) 0.86% 1 Year 2.84 CLASS B SHARES Inception (3/28/02) 0.97% 1 Year 3.19 Class C Shares Inception (2/14/00) -10.03% 5 Years -11.09 1 Year 7.15 CLASS K SHARES Inception (11/30/00) -6.53% 1 Year 8.77 INVESTOR CLASS SHARES Inception (9/15/67) 8.99% 10 Years 8.54 5 Years -10.35 1 Year 9.04 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUMULATIVE TOTAL RETURNS 6 months ended 7/31/05,excluding applicable sales charges Class A Shares 9.32% Class B Shares 8.96 Class C Shares 9.01 Class K Shares 9.29 Investor Class Shares 9.39 - -------------------------------------------------------------------------------- THE PERFORMANCE DATA QUOTED REPRESENT PAST PERFORMANCE AND CANNOT GUARANTEE COMPARABLE FUTURE RESULTS; CURRENT PERFORMANCE MAY BE LOWER OR HIGHER. PLEASE VISIT AIMINVESTMENTS.COM FOR THE MOST RECENT MONTH-END PERFORMANCE. PERFORMANCE FIGURES REFLECT REINVESTED DISTRIBUTIONS, CHANGES IN NET ASSET VALUE AND THE EFFECT OF THE MAXIMUM SALES CHARGE UNLESS OTHERWISE STATED. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL SHARES. CLASS A SHARE PERFORMANCE REFLECTS THE MAXIMUM 5.50% SALES CHARGE, AND CLASS B AND CLASS C SHARE PERFORMANCE REFLECTS THE APPLICABLE CONTINGENT DEFERRED SALES CHARGE (CDSC) FOR THE PERIOD INVOLVED. THE CDSC ON CLASS B SHARES DECLINES FROM 5% BEGINNING AT THE TIME OF PURCHASE TO 0% AT THE BEGINNING OF THE SEVENTH YEAR. THE CDSC ON CLASS C SHARES IS 1% FOR THE FIRST YEAR AFTER PURCHASE. CLASS K SHARES DO NOT HAVE A FRONT-END SALES CHARGE; RETURNS SHOWN ARE AT NET ASSET VALUE AND DO NOT REFLECT A 0.70% CDSC THAT MAY BE IMPOSED ON A TOTAL REDEMPTION OF RETIREMENT PLAN ASSETS WITHIN THE FIRST YEAR. INVESTOR CLASS SHARES DO NOT HAVE A FRONT-END SALES CHARGE OR CDSC; THEREFORE, PERFORMANCE IS AT NET ASSET VALUE. THE PERFORMANCE OF THE FUND'S SHARE CLASSES WILL DIFFER DUE TO DIFFERENT SALES CHARGE STRUCTURES AND CLASS EXPENSES. HAD THE ADVISOR NOT WAIVED FEES AND/OR REIMBURSED EXPENSES IN THE PAST, PERFORMANCE OF CLASS B AND CLASS C SHARES WOULD HAVE BEEN LOWER. 7 AIM DYNAMICS FUND APPROVAL OF INVESTMENT ADVISORY AGREEMENT AND SUMMARY OF INDEPENDENT WRITTEN FEE EVALUATION The Board of Trustees of AIM Stock Funds (the "Board") oversees the management of AIM Dynamics Fund (the "Fund") and, as required by law, determines annually whether to approve the continuance of the Fund's advisory agreement with A I M Advisors, Inc. ("AIM"). Based upon the recommendation of the Investments Committee of the Board, which is comprised solely of independent trustees, at a meeting held on June 30, 2005, the Board, including all of the independent trustees, approved the continuance of the advisory agreement (the "Advisory Agreement") between the Fund and AIM for another year, effective July 1, 2005. The Board considered the factors discussed below in evaluating the fairness and reasonableness of the Advisory Agreement at the meeting on June 30, 2005 and as part of the Board's ongoing oversight of the Fund. In their deliberations, the Board and the independent trustees did not identify any particular factor that was controlling, and each trustee attributed different weights to the various factors. One of the responsibilities of the Senior Officer of the Fund, who is independent of AIM and AIM's affiliates, is to manage the process by which the Fund's proposed management fees are negotiated to ensure that they are negotiated in a manner which is at arm's length and reasonable. To that end, the Senior Officer must either supervise a competitive bidding process or prepare an independent written evaluation. The Senior Officer has recommended an independent written evaluation in lieu of a competitive bidding process and, upon the direction of the Board, has prepared such an independent written evaluation. Such written evaluation also considered certain of the factors discussed below. In addition, as discussed below, the Senior Officer made certain recommendations to the Board in connection with such written evaluation. The discussion below serves as a summary of the Senior Officer's independent written evaluation and recommendations to the Board in connection therewith, as well as a discussion of the material factors and the conclusions with respect thereto that formed the basis for the Board's approval of the Advisory Agreement. After consideration of all of the factors below and based on its informed business judgment, the Board determined that the Advisory Agreement is in the best interests of the Fund and its shareholders and that the compensation to AIM under the Advisory Agreement is fair and reasonable and would have been obtained through arm's length negotiations. .. The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on such review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate and that AIM currently is providing services in accordance with the terms of the Advisory Agreement. .. The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM currently is providing satisfactory services in accordance with the terms of the Advisory Agreement. .. The performance of the Fund relative to comparable funds. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of funds advised by other advisors with investment strategies comparable to those of the Fund. The Board noted that the Fund's performance in such periods was below the median performance of such comparable funds. The Board also noted that AIM began serving as investment advisor to the Fund in November 2003. The Board noted that AIM has recently made changes to the Fund's portfolio management team, which appear to be producing encouraging early results but need more time to be evaluated before a conclusion can be made that the changes have addressed the Fund's underperformance. Based on this review, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time. .. The performance of the Fund relative to indices. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of the Lipper Mid Cap Growth Index. The Board noted that the Fund's performance in such periods was below the performance of such Index. The Board also noted that AIM began serving as investment advisor to the Fund in November 2003. The Board noted that AIM has recently made changes to the Fund's portfolio management team, which appear to be producing encouraging early results but need more time to be evaluated before a conclusion can be made that the changes have addressed the Fund's underperformance. Based on this review, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time. .. Meeting with the Fund's portfolio managers and investment personnel. With respect to the Fund, the Board is meeting periodically with such Fund's portfolio managers and/or other investment personnel and believes that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement. .. Overall performance of AIM. The Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to the Fund and concluded that such performance was satisfactory. .. Fees relative to those of clients of AIM with comparable investment strategies. The Board reviewed the advisory fee rate for the Fund under the Advisory Agreement. The Board noted that this rate (i) was lower than the advisory fee rates for a variable insurance fund advised by AIM and offered to insurance company separate accounts with investment strategies comparable to those of the Fund; and (ii) was higher than the sub-advisory fee rates for an unaffiliated mutual fund, and comparable to the sub-advisory fee rates for a second unaffiliated mutual fund, for which an AIM affiliate serves as sub-advisor, although the total management fees paid by such unaffiliated mutual funds were higher than the advisory fee rate for the Fund. The Board noted that AIM has agreed to waive advisory fees of the Fund and to limit the Fund's total operating expenses, as discussed below. Based on this review, the Board concluded that the advisory fee rate for the Fund under the Advisory Agreement was fair and reasonable. .. Fees relative to those of comparable funds with other advisors. The Board reviewed the advisory fee rate for the Fund under the Advisory Agreement. The Board compared effective contractual advisory fee rates at a common asset level and noted that the Fund's rate was below the median rate of the funds advised by other advisors with investment strategies comparable to those of the Fund that the Board reviewed. The Board noted that AIM has agreed to waive advisory fees of the Fund and to limit the Fund's total operating expenses, as discussed below. Based on this review, the Board concluded that the advisory fee rate for the Fund under the Advisory Agreement was fair and reasonable. .. Expense limitations and fee waivers. The Board noted that AIM has contractually agreed to waive advisory fees of the Fund through June 30, 2006 to the extent necessary so that the advisory fees payable by the Fund do not exceed a specified maximum advisory fee rate, which maximum rate includes breakpoints and is based on net asset levels. The Board considered the contractual nature of this fee waiver and noted that it remains in effect until June 30, 2006. The Board noted that AIM has contractually agreed to waive fees and/or limit expenses of the Fund through July 31, 2005 in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund. The Board also noted that AIM has voluntarily agreed to waive fees and/or limit expenses of the Fund in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund that is lower than the contractual agreement. The Board considered the contractual and voluntary 8 AIM DYNAMICS FUND nature of these fee waivers/expense limitations and noted that the contractual agreement remains in effect through July 31, 2005 and the voluntary agreement can be terminated at any time by AIM without further notice to investors. The Board considered the effect these fee waivers/expense limitations would have on the Fund's estimated expenses and concluded that the levels of fee waivers/expense limitations for the Fund were fair and reasonable. .. Expense limitations and fee waivers. The Board reviewed the structure of the Fund's advisory fee under the Advisory Agreement, noting that it includes six breakpoints. The Board reviewed the level of the Fund's advisory fees, and noted that such fees, as a percentage of the Fund's net assets, have decreased as net assets increased because the Advisory Agreement includes breakpoints. The Board noted that, due to the Fund's current asset levels and the way in which the advisory fee breakpoints have been structured, the Fund has yet to fully benefit from the breakpoints. The Board noted that AIM has contractually agreed to waive advisory fees of the Fund through June 30, 2006 to the extent necessary so that the advisory fees payable by the Fund do not exceed a specified maximum advisory fee rate, which maximum rate includes breakpoints and is based on net asset levels. The Board concluded that the Fund's fee levels under the Advisory Agreement therefore reflect economies of scale and that it was not necessary to change the advisory fee breakpoints in the Fund's advisory fee schedule. .. Investments in affiliated money market funds. The Board also took into account the fact that uninvested cash and cash collateral from securities lending arrangements (collectively, "cash balances") of the Fund may be invested in money market funds advised by AIM pursuant to the terms of an SEC exemptive order. The Board found that the Fund may realize certain benefits upon investing cash balances in AIM advised money market funds, including a higher net return, increased liquidity, increased diversification or decreased transaction costs. The Board also found that the Fund will not receive reduced services if it invests its cash balances in such money market funds. The Board noted that, to the extent the Fund invests in affiliated money market funds, AIM has voluntarily agreed to waive a portion of the advisory fees it receives from the Fund attributable to such investment. The Board further determined that the proposed securities lending program and related procedures with respect to the lending Fund is in the best interests of the lending Fund and its respective shareholders. The Board therefore concluded that the investment of cash collateral received in connection with the securities lending program in the money market funds according to the procedures is in the best interests of the lending Fund and its respective shareholders. .. Independent written evaluation and recommendations of the Fund's Senior Officer. The Board noted that, upon their direction, the Senior Officer of the Fund had prepared an independent written evaluation in order to assist the Board in determining the reasonableness of the proposed management fees of the AIM Funds, including the Fund. The Board noted that the Senior Officer's written evaluation had been relied upon by the Board in this regard in lieu of a competitive bidding process. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the Senior Officer's written evaluation and the recommendation made by the Senior Officer to the Board that the Board consider implementing a process to assist them in more closely monitoring the performance of the AIM Funds. The Board concluded that it would be advisable to implement such a process as soon as reasonably practicable. .. Profitability of AIM and its affiliates. The Board reviewed information concerning the profitability of AIM's (and its affiliates') investment advisory and other activities and its financial condition. The Board considered the overall profitability of AIM, as well as the profitability of AIM in connection with managing the Fund. The Board noted that AIM's operations remain profitable, although increased expenses in recent years have reduced AIM's profitability. Based on the review of the profitability of AIM's and its affiliates' investment advisory and other activities and its financial condition, the Board concluded that the compensation to be paid by the Fund to AIM under its Advisory Agreement was not excessive. .. Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate. .. AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement. .. Historical relationship between the Fund and AIM. In determining whether to continue the Advisory Agreement for the Fund, the Board also considered the prior relationship between AIM and the Fund, as well as the Board's knowledge of AIM's operations, and concluded that it was beneficial to maintain the current relationship, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to continue to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services, and that AIM and its affiliates currently are providing satisfactory non-investment advisory services. .. Other factors and current trends. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund. 9 SUPPLEMENT TO ANNUAL REPORT DATED 7/31/05 AIM DYNAMICS FUND INSTITUTIONAL CLASS SHARES The following information has been prepared to provide Institutional Class shareholders with a performance overview specific to their holdings. Institutional Class shares are offered exclusively to institutional investors, including defined contribution plans that meet certain criteria. - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS For periods ended 7/31/05 Inception (5/22/00) -5.44% 5 Years -8.20 1 Year 25.47 6 Months* 9.64 AVERAGE ANNUAL TOTAL RETURNS For periods ended 6/30/05, most recent calendar quarter-end Inception (5/22/00) -6.67% 5 Years -10.00 1 Year 9.47 6 Months* 1.13 *Cumulative total return that has not been annualized - -------------------------------------------------------------------------------- INSTITUTIONAL CLASS SHARES HAVE NO SALES CHARGE; THEREFORE, PERFORMANCE IS AT NAV. PERFORMANCE OF INSTITUTIONAL CLASS SHARES WILL DIFFER FROM PERFORMANCE OF OTHER SHARE CLASSES DUE TO DIFFERING SALES CHARGES AND CLASS EXPENSES. PLEASE NOTE THAT PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. MORE RECENT RETURNS MAY BE MORE OR LESS THAN THOSE SHOWN. ALL RETURNS ASSUME REINVESTMENT OF DISTRIBUTIONS AT NET ASSET VALUE. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO YOUR SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. SEE FULL REPORT FOR INFORMATION ON COMPARATIVE BENCHMARKS. PLEASE CONSULT YOUR FUND PROSPECTUS FOR MORE INFORMATION. FOR THE MOST CURRENT MONTH-END PERFORMANCE, PLEASE CALL 800-525-8085 OR VISIT AIMINVESTMENTS.COM. - -------------------------------------------------------------------------------- NASDAQ Symbol IDICX - -------------------------------------------------------------------------------- Over for information on your Fund's expenses. FOR INSTITUTIONAL INVESTOR USE ONLY This material is for institutional investor use only and may not be quoted, reproduced or shown to the public, nor used in written form as sales literature for public use. [YOUR GOALS. OUR SOLUTIONS.] - REGISTERED TRADEMARK - AIMinvestments.com I-DYN-INS-1 [AIM INVESTMENTS LOGO] - REGISTERED TRADEMARK - INFORMATION ABOUT YOUR FUND'S EXPENSES CALCULATING YOUR ONGOING FUND EXPENSES EXAMPLE As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period February 1, 2005, through July 31, 2005. ACTUAL EXPENSES The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The Fund's actual cumulative total return after expenses for the six months ended July 31, 2005, appears in the table on the front of this supplement. THE HYPOTHETICAL ACCOUNT VALUES AND EXPENSES MAY NOT BE USED TO ESTIMATE THE ACTUAL ENDING ACCOUNT BALANCE OR EXPENSES YOU PAID FOR THE PERIOD. YOU MAY USE THIS INFORMATION TO COMPARE THE ONGOING COSTS OF INVESTING IN THE FUND AND OTHER FUNDS. TO DO SO, COMPARE THIS 5% HYPOTHETICAL EXAMPLE WITH THE 5% HYPOTHETICAL EXAMPLES THAT APPEAR IN THE SHAREHOLDER REPORTS OF THE OTHER FUNDS. Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. - --------------------------------------------------------------------------------
ACTUAL HYPOTHETICAL (5% ANNUAL RETURN BEFORE EXPENSES) BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES ENDING ACCOUNT EXPENSES SHARE VALUE VALUE PAID DURING VALUE PAID DURING CLASS (2/1/05) (7/31/05)/1/ PERIOD/2/ (7/31/05) PERIOD/2/ Institutional $ 1,000.00 $ 1,096.40 $ 2.91 $ 1,022.02 $ 2.81
/1/The actual ending account value is based on the actual total return of the Fund for the period February 1, 2005, through July 31, 2005, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund's expense ratio and a hypothetical annual return of 5% before expenses. The Fund's actual cumulative total return after expenses for the six months ended July 31, 2005, appears in the table on the front of this supplement. /2/Expenses are equal to the Fund's annualized expense ratio, 0.56% for the Institutional Class shares, multiplied by the average account value over the period, multi-plied by 181/365 (to reflect the one-half year period). - -------------------------------------------------------------------------------- AIMINVESTMENTS.COM I-DYN-INS-1 FINANCIALS SCHEDULE OF INVESTMENTS July 31, 2005
MARKET SHARES VALUE ------------------------------------------------------------------------ COMMON STOCKS & OTHER EQUITY INTERESTS-98.70% ADVERTISING-1.02% Omnicom Group Inc. 245,700 $ 20,852,559 ------------------------------------------------------------------------ AEROSPACE & DEFENSE-1.12% L-3 Communications Holdings, Inc. 292,500 22,882,275 ------------------------------------------------------------------------ AIR FREIGHT & LOGISTICS-0.98% Robinson (C.H.) Worldwide, Inc. 319,500 19,991,115 ------------------------------------------------------------------------ APPAREL RETAIL-1.95% Abercrombie & Fitch Co. -- Class A 283,800 20,447,790 ------------------------------------------------------------------------ Ross Stores, Inc. 730,800 19,366,200 ------------------------------------------------------------------------ 39,813,990 ------------------------------------------------------------------------ APPAREL, ACCESSORIES & LUXURY GOODS-2.88% Coach, Inc./(a)/ 745,000 26,156,950 ------------------------------------------------------------------------ Polo Ralph Lauren Corp. 659,400 32,468,856 ------------------------------------------------------------------------ 58,625,806 ------------------------------------------------------------------------ APPLICATION SOFTWARE-4.76% Amdocs Ltd. (United Kingdom)/(a)/ 765,700 22,733,633 ------------------------------------------------------------------------ Autodesk, Inc. 385,400 13,176,826 ------------------------------------------------------------------------ Hyperion Solutions Corp./(a)/ 231,000 10,870,860 ------------------------------------------------------------------------ Mercury Interactive Corp./(a)/ 385,400 15,173,198 ------------------------------------------------------------------------ MicroStrategy Inc. -- Class A/(a)/ 157,600 12,158,840 ------------------------------------------------------------------------ NAVTEQ Corp./(a)/ 518,500 22,798,445 ------------------------------------------------------------------------ 96,911,802 ------------------------------------------------------------------------ ASSET MANAGEMENT & CUSTODY BANKS-2.33% KKR Financial Corp. (Acquired 08/05/04; Cost $21,590,000)/(b)(c)/ 1,079,500 23,783,544 ------------------------------------------------------------------------ Legg Mason, Inc. 231,750 23,673,262 ------------------------------------------------------------------------ 47,456,806 ------------------------------------------------------------------------ AUTOMOTIVE RETAIL-1.09% Advance Auto Parts, Inc./(a)/ 321,200 22,149,952 ------------------------------------------------------------------------ BIOTECHNOLOGY-2.29% Genzyme Corp./(a)/ 286,700 21,333,347 ------------------------------------------------------------------------ Gilead Sciences, Inc./(a)/ 350,000 15,683,500 ------------------------------------------------------------------------ Martek Biosciences Corp./(a)(d)/ 220,000 9,589,800 ------------------------------------------------------------------------ 46,606,647 ------------------------------------------------------------------------ BROADCASTING & CABLE TV-0.51% Univision Communications Inc. -- Class A/(a)/ 366,300 10,358,964 ------------------------------------------------------------------------ CASINOS & GAMING-1.35% Station Casinos, Inc. 375,000 27,543,750 ------------------------------------------------------------------------
MARKET SHARES VALUE --------------------------------------------------------------------------- COMMODITY CHEMICALS-0.78% Lyondell Chemical Co. 565,600 $ 15,802,864 --------------------------------------------------------------------------- COMMUNICATIONS EQUIPMENT-2.85% ADC Telecommunications, Inc./(a)/ 516,927 13,512,472 --------------------------------------------------------------------------- Comverse Technology, Inc./(a)/ 962,500 24,341,625 --------------------------------------------------------------------------- Scientific-Atlanta, Inc. 525,200 20,220,200 --------------------------------------------------------------------------- 58,074,297 --------------------------------------------------------------------------- COMPUTER HARDWARE-0.56% Palm, Inc./(a)(d)/ 401,735 11,465,517 --------------------------------------------------------------------------- COMPUTER STORAGE & PERIPHERALS-0.99% QLogic Corp./(a)/ 649,500 20,166,975 --------------------------------------------------------------------------- CONSTRUCTION & ENGINEERING-1.03% Chicago Bridge & Iron Co. N.V.-New York Shares (Netherlands) 748,900 20,931,755 --------------------------------------------------------------------------- CONSUMER ELECTRONICS-0.52% Harman International Industries, Inc. 123,300 10,597,635 --------------------------------------------------------------------------- DATA PROCESSING & OUTSOURCED SERVICES-1.81% Alliance Data Systems Corp./(a)/ 646,100 27,504,477 --------------------------------------------------------------------------- Iron Mountain Inc./(a)/ 272,200 9,333,738 --------------------------------------------------------------------------- 36,838,215 --------------------------------------------------------------------------- DEPARTMENT STORES-2.51% Kohl's Corp./(a)/ 468,100 26,377,435 --------------------------------------------------------------------------- Nordstrom, Inc. 671,600 24,855,916 --------------------------------------------------------------------------- 51,233,351 --------------------------------------------------------------------------- DIVERSIFIED BANKS-1.10% Centennial Bank Holdings, Inc. (Acquired 12/27/04; Cost $21,749,700)/(a)(c)(e)/ 2,071,400 22,371,120 --------------------------------------------------------------------------- DIVERSIFIED COMMERCIAL & PROFESSIONAL SERVICES-2.33% ChoicePoint Inc./(a)/ 518,900 22,624,040 --------------------------------------------------------------------------- Corrections Corp. of America/(a)/ 659,650 24,796,243 --------------------------------------------------------------------------- 47,420,283 --------------------------------------------------------------------------- DIVERSIFIED METALS & MINING-1.71% Freeport-McMoRan Copper & Gold, Inc. -- Class B 326,900 13,167,532 --------------------------------------------------------------------------- Phelps Dodge Corp. 203,900 21,705,155 --------------------------------------------------------------------------- 34,872,687 --------------------------------------------------------------------------- DRUG RETAIL-0.96% Shoppers Drug Mart Corp. (Canada) 585,400 19,613,745 --------------------------------------------------------------------------- EDUCATION SERVICES-1.11% Career Education Corp./(a)/ 582,600 22,599,054 ---------------------------------------------------------------------------
F-1
MARKET SHARES VALUE ------------------------------------------------------------------------ ELECTRICAL COMPONENTS & EQUIPMENT-0.94% Cooper Industries, Ltd. -- Class A (Bermuda) 297,700 $ 19,225,466 ------------------------------------------------------------------------ ELECTRONIC EQUIPMENT MANUFACTURERS-1.81% Amphenol Corp. -- Class A 556,000 24,764,240 ------------------------------------------------------------------------ Cogent Inc./(a)/ 400,400 12,040,028 ------------------------------------------------------------------------ 36,804,268 ------------------------------------------------------------------------ GENERAL MERCHANDISE STORES-1.09% Dollar General Corp. 1,095,600 22,262,592 ------------------------------------------------------------------------ HEALTH CARE DISTRIBUTORS-0.51% Henry Schein, Inc./(a)/ 240,000 10,360,800 ------------------------------------------------------------------------ HEALTH CARE EQUIPMENT-5.99% Biomet, Inc. 441,300 16,826,769 ------------------------------------------------------------------------ INAMED Corp./(a)/ 162,600 11,775,492 ------------------------------------------------------------------------ Kinetic Concepts, Inc./(a)/ 346,000 20,749,620 ------------------------------------------------------------------------ Mentor Corp. 240,000 11,940,000 ------------------------------------------------------------------------ PerkinElmer, Inc. 950,000 19,931,000 ------------------------------------------------------------------------ Varian Medical Systems, Inc./(a)/ 520,000 20,415,200 ------------------------------------------------------------------------ Waters Corp./(a)/ 450,000 20,376,000 ------------------------------------------------------------------------ 122,014,081 ------------------------------------------------------------------------ HEALTH CARE FACILITIES-0.86% LifePoint Hospitals, Inc./(a)/ 375,000 17,535,000 ------------------------------------------------------------------------ HEALTH CARE SERVICES-1.98% DaVita, Inc./(a)/ 464,700 21,952,428 ------------------------------------------------------------------------ Express Scripts, Inc./(a)/ 350,000 18,305,000 ------------------------------------------------------------------------ 40,257,428 ------------------------------------------------------------------------ HEALTH CARE SUPPLIES-1.37% Cooper Cos., Inc. (The) 316,600 21,750,420 ------------------------------------------------------------------------ Gen-Probe Inc./(a)/ 140,000 6,172,600 ------------------------------------------------------------------------ 27,923,020 ------------------------------------------------------------------------ HOMEBUILDING-1.31% Pulte Homes, Inc. 285,800 26,756,596 ------------------------------------------------------------------------ HOTELS, RESORTS & CRUISE LINES-3.23% Hilton Hotels Corp. 1,429,200 35,372,700 ------------------------------------------------------------------------ Starwood Hotels & Resorts Worldwide, Inc./(f)/ 481,200 30,469,584 ------------------------------------------------------------------------ 65,842,284 ------------------------------------------------------------------------ HOUSEHOLD APPLIANCES-0.52% Whirlpool Corp. 131,400 10,509,372 ------------------------------------------------------------------------ HOUSEWARES & SPECIALTIES-1.67% Fortune Brands, Inc. 108,400 10,249,220 ------------------------------------------------------------------------ Jarden Corp./(a)/ 620,850 23,815,806 ------------------------------------------------------------------------ 34,065,026 ------------------------------------------------------------------------
MARKET SHARES VALUE ------------------------------------------------------------------------------ INDUSTRIAL GASES-0.63% Praxair, Inc. 261,100 $ 12,895,729 ------------------------------------------------------------------------------ INDUSTRIAL MACHINERY-0.92% ITT Industries, Inc. 176,300 18,758,320 ------------------------------------------------------------------------------ INTEGRATED OIL & GAS-1.11% Murphy Oil Corp. 425,000 22,542,000 ------------------------------------------------------------------------------ INTERNET SOFTWARE & SERVICES-1.10% Akamai Technologies, Inc./(a)/ 252,473 3,855,263 ------------------------------------------------------------------------------ VeriSign, Inc./(a)/ 705,900 18,572,229 ------------------------------------------------------------------------------ 22,427,492 ------------------------------------------------------------------------------ IT CONSULTING & OTHER SERVICES-0.88% Cognizant Technology Solutions Corp. -- Class A/(a)/ 364,200 17,874,936 ------------------------------------------------------------------------------ MANAGED HEALTH CARE-1.98% AMERIGROUP Corp./(a)/ 300,000 10,395,000 ------------------------------------------------------------------------------ CIGNA Corp. 120,000 12,810,000 ------------------------------------------------------------------------------ Coventry Health Care, Inc./(a)/ 138,000 9,760,740 ------------------------------------------------------------------------------ WellCare Health Plans Inc./(a)/ 192,000 7,357,440 ------------------------------------------------------------------------------ 40,323,180 ------------------------------------------------------------------------------ OIL & GAS DRILLING-2.26% Nabors Industries, Ltd. (Bermuda)/(a)/ 335,000 21,925,750 ------------------------------------------------------------------------------ Noble Corp. (Cayman Islands) 360,000 24,184,800 ------------------------------------------------------------------------------ 46,110,550 ------------------------------------------------------------------------------ OIL & GAS EQUIPMENT & SERVICES-3.36% Grant Prideco, Inc./(a)/ 600,000 19,260,000 ------------------------------------------------------------------------------ National-Oilwell Varco Inc./(a)/ 470,000 24,604,500 ------------------------------------------------------------------------------ Weatherford International Ltd. (Bermuda)/(a)/ 390,000 24,679,200 ------------------------------------------------------------------------------ 68,543,700 ------------------------------------------------------------------------------ OIL & GAS EXPLORATION & PRODUCTION-2.15% Rosetta Resources, Inc. (Acquired 06/28/05; Cost $19,782,400)/(a)(b)(c)/ 1,236,400 19,782,400 ------------------------------------------------------------------------------ Talisman Energy Inc. (Canada) 550,000 24,013,000 ------------------------------------------------------------------------------ 43,795,400 ------------------------------------------------------------------------------ OIL & GAS STORAGE & TRANSPORTATION-1.35% Williams Cos., Inc. (The) 1,300,000 27,612,000 ------------------------------------------------------------------------------ OTHER DIVERSIFIED FINANCIAL SERVICES-1.02% CapitalSource Inc./(a)/ 1,062,600 20,805,708 ------------------------------------------------------------------------------ PACKAGED FOODS & MEATS-1.01% McCormick & Co., Inc. 294,600 10,246,188 ------------------------------------------------------------------------------ TreeHouse Foods, Inc./(a)/ 336,000 10,274,880 ------------------------------------------------------------------------------ 20,521,068 ------------------------------------------------------------------------------
F-2
MARKET SHARES VALUE ----------------------------------------------------------------------------- PHARMACEUTICALS-1.13% Medicis Pharmaceutical Corp. -- Class A 360,000 $ 12,211,200 ----------------------------------------------------------------------------- MGI Pharma, Inc./(a)/ 400,000 10,920,000 ----------------------------------------------------------------------------- 23,131,200 ----------------------------------------------------------------------------- RAILROADS-0.53% CSX Corp. 236,900 10,788,426 ----------------------------------------------------------------------------- REAL ESTATE-1.79% Aames Investment Corp./(e)/ 1,642,800 15,179,472 ----------------------------------------------------------------------------- People's Choice Financial Corp. (Acquired 12/21/04; Cost $21,918,000)/(a)(c)/ 2,191,800 21,370,050 ----------------------------------------------------------------------------- 36,549,522 ----------------------------------------------------------------------------- REAL ESTATE MANAGEMENT & DEVELOPMENT-1.13% CB Richard Ellis Group, Inc. -- Class A/(a)/ 500,000 23,020,000 ----------------------------------------------------------------------------- REGIONAL BANKS-0.63% Signature Bank/(a)/ 427,300 12,831,819 ----------------------------------------------------------------------------- SEMICONDUCTOR EQUIPMENT-0.74% Tessera Technologies Inc./(a)/ 427,500 15,013,800 ----------------------------------------------------------------------------- SEMICONDUCTORS-4.81% Altera Corp./(a)/ 915,200 20,015,424 ----------------------------------------------------------------------------- Analog Devices, Inc. 500,100 19,603,920 ----------------------------------------------------------------------------- ATI Technologies Inc. (Canada)/(a)/ 771,800 9,716,962 ----------------------------------------------------------------------------- Microchip Technology Inc. 807,315 25,083,277 ----------------------------------------------------------------------------- National Semiconductor Corp. 957,000 23,647,470 ----------------------------------------------------------------------------- 98,067,053 ----------------------------------------------------------------------------- SPECIALIZED FINANCE-1.03% Chicago Mercantile Exchange Holdings Inc. 69,500 20,922,975 ----------------------------------------------------------------------------- SPECIALTY CHEMICALS-0.97% Rohm and Haas Co. 428,700 19,745,922 ----------------------------------------------------------------------------- SPECIALTY STORES-2.47% Office Depot, Inc./(a)/ 984,900 27,951,462 ----------------------------------------------------------------------------- Staples, Inc. 985,550 22,440,974 ----------------------------------------------------------------------------- 50,392,436 ----------------------------------------------------------------------------- STEEL-1.00% Nucor Corp. 185,400 10,280,430 ----------------------------------------------------------------------------- United States Steel Corp. 238,400 10,167,760 ----------------------------------------------------------------------------- 20,448,190 -----------------------------------------------------------------------------
MARKET SHARES VALUE ----------------------------------------------------------------------------- THRIFTS & MORTGAGE FINANCE-0.81% Hudson City Bancorp, Inc. 1,386,900 $ 16,407,027 ----------------------------------------------------------------------------- TRUCKING-0.51% Swift Transportation Co., Inc./(a)/ 476,800 10,484,832 ----------------------------------------------------------------------------- WIRELESS TELECOMMUNICATION SERVICES- 3.56% American Tower Corp. -- Class A/(a)/ 1,132,700 26,029,446 ----------------------------------------------------------------------------- Nextel Partners, Inc. -- Class A/(a)/ 987,550 24,589,995 ----------------------------------------------------------------------------- SpectraSite, Inc./(a)/ 268,600 21,944,620 ----------------------------------------------------------------------------- 72,564,061 ----------------------------------------------------------------------------- Total Common Stocks & Other Equity Interests (Cost $1,639,915,336) 2,011,314,443 -----------------------------------------------------------------------------
NUMBER OF EXERCISE EXPIRATION CONTRACTS PRICE DATE PUT OPTIONS PURCHASED-0.02% HEALTH CARE EQUIPMENT-0.02% INAMED Corp. (Cost $779,215) 1,626 $70 Oct.-05 499,995 ---------------------------------------------------------
SHARES MONEY MARKET FUNDS-1.30% Premier Portfolio-Institutional Class (Cost $26,495,353)/(g)/ 26,495,353 26,495,353 -------------------------------------------------------------------------- TOTAL INVESTMENTS-100.02% (excluding investments purchased with cash collateral from securities loaned) (Cost $1,667,189,904) 2,038,309,791 -------------------------------------------------------------------------- INVESTMENTS PURCHASED WITH CASH COLLATERAL FROM SECURITIES LOANED MONEY MARKET FUNDS-0.47% Premier Portfolio-Institutional Class/(g)(h)/ 9,532,450 9,532,450 -------------------------------------------------------------------------- Total Money Market Funds (purchased with cash collateral from securities loaned) (Cost $9,532,450) 9,532,450 -------------------------------------------------------------------------- TOTAL INVESTMENTS-100.49% (Cost $1,676,722,354) 2,047,842,241 -------------------------------------------------------------------------- OTHER ASSETS LESS LIABILITIES-(0.49%) (9,969,512) -------------------------------------------------------------------------- NET ASSETS-100.00% $2,037,872,729 --------------------------------------------------------------------------
F-3 Notes to Schedule of Investments: /(a)/Non-income producing security. /(b)/Security fair valued in good faith in accordance with the procedures established by the Board of Trustees. The aggregate market value of these securities at July 31, 2005 was $43,565,944, which represented 2.13% of the Fund's Total Investments. See Note 1A. /(c)/Security not registered under the Securities Act of 1933, as amended (e.g., the security was purchased in a Rule 144A transaction or a Regulation D transaction). The security may be resold only pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The Fund has no rights to demand registration of these securities. The aggregate market value of these securities at July 31, 2005 was $87,307,114, which represented 4.28% of the Fund's Net Assets. These securities are considered to be illiquid. The Fund is limited to investing 15% of net assets in illiquid securities. /(d)/All or a portion of this security has been pledged as collateral for securities lending transactions at July 31, 2005. /(e)/The Investment Company Act of 1940 defines affiliates as those companies in which a fund holds 5% or more of the outstanding voting securities. The Fund has not owned enough of the outstanding voting securities of the issuer to have control (as defined in the Investment Company Act of 1940) of that issuer. The aggregate market value of these securities at July 31, 2005 was $37,550,592, which represented 1.84% of the Fund's Net Assets. /(f)/Each unit represents one common share and one Class B share. /(g)/The money market fund and the Fund are affiliated by having the same investment advisor. See Note 3. /(h)/The security has been segregated to satisfy the forward commitment to return the cash collateral received in securities lending transactions upon the borrower's return of the securities loaned. See Note 8. See accompanying Notes to Financial Statements which are an integral part of the financial statements. F-4 STATEMENT OF ASSETS AND LIABILITIES July 31, 2005
ASSETS: Investments, at market value (cost $1,604,762,007)* $ 1,974,263,846 - ----------------------------------------------------------------------------------- Investments in affiliates (cost $71,960,347) 73,578,395 - ----------------------------------------------------------------------------------- Total investments (cost $1,676,722,354) 2,047,842,241 - ----------------------------------------------------------------------------------- Receivables for: Investments sold 29,820,497 - ----------------------------------------------------------------------------------- Fund shares sold 1,166,721 - ----------------------------------------------------------------------------------- Dividends 707,385 - ----------------------------------------------------------------------------------- Investment for trustee deferred compensation and retirement plans 435,742 - ----------------------------------------------------------------------------------- Other assets 44,925 - ----------------------------------------------------------------------------------- Total assets 2,080,017,511 - ----------------------------------------------------------------------------------- LIABILITIES: Payables for: Investments purchased 14,180,532 - ----------------------------------------------------------------------------------- Fund shares reacquired 16,250,088 - ----------------------------------------------------------------------------------- Trustee deferred compensation and retirement plans 578,730 - ----------------------------------------------------------------------------------- Collateral upon return of securities loaned 9,532,450 - ----------------------------------------------------------------------------------- Accrued distribution fees 408,955 - ----------------------------------------------------------------------------------- Accrued trustees' and officer's fees and benefits 3,444 - ----------------------------------------------------------------------------------- Accrued transfer agent fees 1,050,986 - ----------------------------------------------------------------------------------- Accrued operating expenses 139,597 - ----------------------------------------------------------------------------------- Total liabilities 42,144,782 - ----------------------------------------------------------------------------------- Net assets applicable to shares outstanding $ 2,037,872,729 - ----------------------------------------------------------------------------------- NET ASSETS CONSIST OF: Shares of beneficial interest $ 4,395,279,453 - ----------------------------------------------------------------------------------- Undistributed net investment income (loss) (740,047) - ----------------------------------------------------------------------------------- Undistributed net realized gain (loss) from investment securities, foreign currencies and futures contracts (2,727,786,696) - ----------------------------------------------------------------------------------- Unrealized appreciation of investment securities and foreign currencies 371,120,019 - ----------------------------------------------------------------------------------- $ 2,037,872,729 - -----------------------------------------------------------------------------------
NET ASSETS: Class A $ 15,894,629 ------------------------------------------------------------- Class B $ 2,907,694 ------------------------------------------------------------- Class C $ 9,080,798 ------------------------------------------------------------- Class K $ 14,997,481 ------------------------------------------------------------- Investor Class $1,984,687,436 ------------------------------------------------------------- Institutional Class $ 10,304,691 ------------------------------------------------------------- SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE, UNLIMITED NUMBER OF SHARES AUTHORIZED: Class A 897,491 ------------------------------------------------------------- Class B 168,402 ------------------------------------------------------------- Class C 536,261 ------------------------------------------------------------- Class K 855,539 ------------------------------------------------------------- Investor Class 112,087,948 ------------------------------------------------------------- Institutional Class 569,883 ------------------------------------------------------------- Class A: Net asset value per share $ 17.71 ------------------------------------------------------------- Offering price per share: (Net asset value of $17.71 / 94.50%) $ 18.74 ------------------------------------------------------------- Class B: Net asset value and offering price per share $ 17.27 ------------------------------------------------------------- Class C: Net asset value and offering price per share $ 16.93 ------------------------------------------------------------- Class K: Net asset value and offering price per share $ 17.53 ------------------------------------------------------------- Investor Class: Net asset value and offering price per share $ 17.71 ------------------------------------------------------------- Institutional Class: Net asset value and offering price per share $ 18.08 -------------------------------------------------------------
* At July 31, 2005, securities with an aggregate market value of $9,345,682 were on loan to brokers. See accompanying Notes to Financial Statements which are an integral part of the financial statements. F-5 STATEMENT OF OPERATIONS For the year ended July 31, 2005
INVESTMENT INCOME: Dividends (net of foreign withholding tax of $69,284) $ 15,443,395 - ---------------------------------------------------------------------------------------------- Dividends from affiliated money market funds (includes securities lending income of $437,222, after compensation to counterparties of $533,082) 1,973,665 - ---------------------------------------------------------------------------------------------- Interest 19,274 - ---------------------------------------------------------------------------------------------- Total investment income 17,436,334 - ---------------------------------------------------------------------------------------------- EXPENSES: Advisory fees 12,589,288 - ---------------------------------------------------------------------------------------------- Administrative services fees 519,635 - ---------------------------------------------------------------------------------------------- Custodian fees 209,256 - ---------------------------------------------------------------------------------------------- Distribution fees: Class A 49,170 - ---------------------------------------------------------------------------------------------- Class B 26,379 - ---------------------------------------------------------------------------------------------- Class C 97,998 - ---------------------------------------------------------------------------------------------- Class K 77,194 - ---------------------------------------------------------------------------------------------- Investor Class 6,004,216 - ---------------------------------------------------------------------------------------------- Transfer agent fees -- A, B, C, K and Investor 8,278,449 - ---------------------------------------------------------------------------------------------- Transfer agent fees -- Institutional 6,810 - ---------------------------------------------------------------------------------------------- Trustees' and officer's fees and benefits 116,298 - ---------------------------------------------------------------------------------------------- Other 678,724 - ---------------------------------------------------------------------------------------------- Total expenses 28,653,417 - ---------------------------------------------------------------------------------------------- Less:Fees waived, expenses reimbursed and expense offset arrangements (277,145) - ---------------------------------------------------------------------------------------------- Net expenses 28,376,272 - ---------------------------------------------------------------------------------------------- Net investment income (loss) (10,939,938) - ---------------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) FROM INVESTMENT SECURITIES, FOREIGN CURRENCIES AND FUTURES CONTRACTS: Net realized gain (loss) from: Investment securities (included gains from securities sold to affiliates of $6,863,422) 508,437,228 - ---------------------------------------------------------------------------------------------- Foreign currencies (220,364) - ---------------------------------------------------------------------------------------------- Futures contracts 2,812,749 - ---------------------------------------------------------------------------------------------- 511,029,613 - ---------------------------------------------------------------------------------------------- Change in net unrealized appreciation (depreciation) of: Investment securities 57,118,325 - ---------------------------------------------------------------------------------------------- Foreign currencies (74) - ---------------------------------------------------------------------------------------------- 57,118,251 - ---------------------------------------------------------------------------------------------- Net gain from investment securities, foreign currencies and futures contracts 568,147,864 - ---------------------------------------------------------------------------------------------- Net increase in net assets resulting from operations $557,207,926 - ----------------------------------------------------------------------------------------------
See accompanying Notes to Financial Statements which are an integral part of the financial statements. F-6 STATEMENT OF CHANGES IN NET ASSETS For the years ended July 31, 2005 and 2004
2005 - ---------------------------------------------------------------------------------------------------------------------------------- OPERATIONS: Net investment income (loss) $ (10,939,938) - ---------------------------------------------------------------------------------------------------------------------------------- Net realized gain from investment securities, foreign currencies and futures contracts 511,029,613 - ---------------------------------------------------------------------------------------------------------------------------------- Change in net unrealized appreciation (depreciation) of investment securities and foreign currencies 57,118,251 - ---------------------------------------------------------------------------------------------------------------------------------- Net increase in net assets resulting from operations 557,207,926 - ---------------------------------------------------------------------------------------------------------------------------------- Share transactions-net: Class A 190,494 - ---------------------------------------------------------------------------------------------------------------------------------- Class B 56,868 - ---------------------------------------------------------------------------------------------------------------------------------- Class C (4,299,521) - ---------------------------------------------------------------------------------------------------------------------------------- Class K (14,531,829) - ---------------------------------------------------------------------------------------------------------------------------------- Investor Class (1,552,723,956) - ---------------------------------------------------------------------------------------------------------------------------------- Institutional Class (5,831,140) - ---------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from share transactions (1,577,139,084) - ---------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net assets (1,019,931,158) - ---------------------------------------------------------------------------------------------------------------------------------- NET ASSETS: Beginning of year 3,057,803,887 - ---------------------------------------------------------------------------------------------------------------------------------- End of year (including undistributed net investment income (loss) of $(740,047) and $(568,370), respectively) $ 2,037,872,729 - ----------------------------------------------------------------------------------------------------------------------------------
2004 - --------------------------------------------------------------------------------------------------------------------------------- OPERATIONS: Net investment income (loss) $ (30,738,446) - --------------------------------------------------------------------------------------------------------------------------------- Net realized gain from investment securities, foreign currencies and futures contracts 945,225,491 - --------------------------------------------------------------------------------------------------------------------------------- Change in net unrealized appreciation (depreciation) of investment securities and foreign currencies (434,937,006) - --------------------------------------------------------------------------------------------------------------------------------- Net increase in net assets resulting from operations 479,550,039 - --------------------------------------------------------------------------------------------------------------------------------- Share transactions-net: Class A 5,426,087 - --------------------------------------------------------------------------------------------------------------------------------- Class B 723,339 - --------------------------------------------------------------------------------------------------------------------------------- Class C (3,772,353) - --------------------------------------------------------------------------------------------------------------------------------- Class K (24,547,120) - --------------------------------------------------------------------------------------------------------------------------------- Investor Class (1,337,770,199) - --------------------------------------------------------------------------------------------------------------------------------- Institutional Class (22,726,179) - --------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from share transactions (1,382,666,425) - --------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net assets (903,116,386) - --------------------------------------------------------------------------------------------------------------------------------- NET ASSETS: Beginning of year 3,960,920,273 - --------------------------------------------------------------------------------------------------------------------------------- End of year (including undistributed net investment income (loss) of $(740,047) and $(568,370), respectively) $ 3,057,803,887 - ---------------------------------------------------------------------------------------------------------------------------------
See accompanying Notes to Financial Statements which are an integral part of the financial statements. F-7 NOTES TO FINANCIAL STATEMENTS July 31, 2005 NOTE 1--SIGNIFICANT ACCOUNTING POLICIES AIM Dynamics Fund, formerly INVESCO Dynamics Fund, (the "Fund") is a series portfolio of AIM Stock Funds (the "Trust"). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end series management investment company consisting of three separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The Fund currently offers multiple classes of shares. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Effective as of the close of business on August 15, 2005, the Fund is limiting public sales of its Class K shares to certain investors. Effective as of the close of business on April 1, 2002, the Fund limited public sales of its Investor Class shares to certain investors. The Fund's investment objective is to seek long-term capital growth. Each company listed in the Schedule of Investments is organized in the United States of America unless otherwise noted. Under the Trust's organizational documents, each Trustee, officer, employee or other agent of the Trust (including the Trust's investment manager) is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund has not had prior claims or losses pursuant to these contracts. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements. A. SECURITY VALUATIONS -- Securities, including restricted securities, are valued according to the following policy. A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales on a particular day, the security is valued at the closing bid price on that day. Each security traded in the over-the-counter market (but not securities reported on the NASDAQ National Market System) is valued on the basis of prices furnished by independent pricing services, which may be considered fair valued, or market makers. Each security reported on the NASDAQ National Market System is valued at the NASDAQ Official Closing Price ("NOCP") as of the close of the customary trading session on the valuation date or absent a NOCP, at the closing bid price. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and the ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally will be valued 15 minutes after the close of the customary trading session of the New York Stock Exchange ("NYSE"). Investments in open-end registered investment companies and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in closed-end registered investment companies that trade on an exchange are valued at the last sales price as of the close of the customary trading session on the exchange where the security is principally traded. Debt obligations (including convertible bonds) are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations having 60 days or less to maturity and commercial paper are valued at amortized cost which approximates market value. Securities for which market prices are not provided by any of the above methods are valued based upon quotes furnished by independent sources and are valued at the last bid price in the case of equity securities and in the case of debt obligations, the mean between the last bid and asked prices. Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. Generally, trading in foreign securities is substantially completed each day at various times prior to the close of the NYSE. The values of such securities used in computing the net asset value of the Fund's shares are determined as of the close of the respective markets. Events affecting the values of such foreign securities may occur between the times at which the particular foreign market closes and the close of the customary trading session of the NYSE which would not ordinarily be reflected in the computation of the Fund's net asset value. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current market value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, ADRs and domestic and foreign index futures. Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security's fair value. F-8 B. SECURITIES TRANSACTIONS AND INVESTMENT INCOME -- Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date. Bond premiums and discounts are amortized and/or accreted for financial reporting purposes. Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund's net asset value and, accordingly, they reduce the Fund's total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the advisor. The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class. C. DISTRIBUTIONS -- Distributions from income and net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to use a portion of the proceeds from redemptions as distributions for federal income tax purposes. D. FEDERAL INCOME TAXES -- The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and, as such, will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) which is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements. E. EXPENSES -- Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to the Institutional Class are charged to such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets. F. FOREIGN CURRENCY TRANSLATIONS -- Foreign currency is valued at the close of the NYSE based on quotations posted by banks and major currency dealers. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities (net of foreign taxes withheld on disposition) and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. The combined results of changes in foreign exchange rates and the fluctuation of market prices on investments (net of estimated foreign tax withholding) are included with the net realized and unrealized gain or loss from investments in the Statement of Operations. Reported net realized foreign currency gains or losses arise from (i) sales of foreign currencies, (ii) currency gains or losses realized between the trade and settlement dates on securities transactions, and (iii) the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates. G. FOREIGN CURRENCY CONTRACTS -- A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The Fund may enter into a foreign currency contract to attempt to minimize the risk to the Fund from adverse changes in the relationship between currencies. The Fund may also enter into a foreign currency contract for the purchase or sale of a security denominated in a foreign currency in order to "lock in" the U.S. dollar price of that security. The Fund could be exposed to risk if counterparties to the contracts are unable to meet the terms of their contracts or if the value of the foreign currency changes unfavorably. H. PUT OPTIONS -- The Fund may purchase put options. By purchasing a put option, the Fund obtains the right (but not the obligation) to sell the option's underlying instrument at a fixed strike price. In return for this right, the Fund pays an option premium. The option's underlying instrument may be a security or a futures contract. Put options may be used by the Fund to hedge securities it owns by locking in a minimum price at which the Fund can sell. If security prices fall, the put option could be exercised to offset all or a portion of the Fund's resulting losses. At the same time, because the maximum the Fund has at risk is the cost of the option, purchasing put options does not eliminate the potential for the Fund to profit from an increase in the value of the securities hedged. A risk in buying an option is that the Fund pays a premium whether or not the option is exercised. In addition, there can be no assurance that a liquid secondary market will exist for any option purchased or sold. I. FUTURES CONTRACTS -- The Fund may purchase or sell futures contracts as a hedge against changes in market conditions. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities as collateral for the account of the broker (the Fund's agent in acquiring the futures position). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by "marking to market" on a daily basis to reflect the market value of the contracts at the end of each day's trading. Variation margin payments are received or made depending upon whether unrealized gains or losses are incurred. When the contracts are closed, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund's basis in the contract. If the Fund were unable to liquidate a futures contract and/or enter into an offsetting closing transaction, the Fund would continue to be subject to market risk with respect to the value of the contracts and continue to be required to maintain the margin deposits on the futures contracts. J. COLLATERAL -- To the extent the Fund has pledged or segregated a security as collateral and that security is subsequently sold, it is the Fund's practice to replace such collateral no later than the next business day. This practice does not apply to securities pledged as collateral for securities lending transactions. F-9 NOTE 2--ADVISORY FEES AND OTHER FEES PAID TO AFFILIATES The Trust has entered into a master investment advisory agreement with A I M Advisors, Inc. ("AIM"). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to AIM based on the annual rate of the Fund's average daily net assets as follows:
AVERAGE NET ASSETS RATE ---------------------------------------------------- First $350 million 0.60% ---------------------------------------------------- Next $350 million 0.55% ---------------------------------------------------- Next $1.3 billion 0.50% ---------------------------------------------------- Next $2 billion 0.45% ---------------------------------------------------- Next $2 billion 0.40% ---------------------------------------------------- Next $2 billion 0.375% ---------------------------------------------------- Over $8 billion 0.35% ----------------------------------------------------
Effective July 1, 2005, AIM voluntarily agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual operating expenses (excluding certain items discussed below) of Class A, Class B, Class C, Class K, Investor Class and Institutional Class shares to 1.20%, 1.95%, 1.95%, 1.40%, 1.20% and 0.95% of average daily net assets, respectively. Prior to July 1, 2005, AIM had voluntarily agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual operating expenses (excluding certain items discussed below) of Class A to 1.30%. Also, AIM has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual operating expenses (excluding certain items discussed below) of Class A, Class B, Class C, Class K, Investor Class and Institutional Class shares to 1.90%, 2.65%, 2.65%, 2.10%, 1.90% and 1.65% of average daily net assets, respectively, through July 31, 2006. In determining the advisor's obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses to exceed the limits stated above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items (these are expenses that are not anticipated to arise from the Fund's day-to-day operations), or items designated as such by the Fund's Board of Trustees; (v) expenses related to a merger or reorganization, as approved by the Fund's Board of Trustees; and (vi) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Currently, in addition to the expense reimbursement arrangement with AMVESCAP PLC ("AMVESCAP") described more fully below, the expense offset arrangements from which the Fund may benefit are in the form of credits that the Fund receives from banks where the Fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the Fund. Further, AIM has voluntarily agreed to waive advisory fees of the Fund in the amount of 25% of the advisory fee AIM receives from the affiliated money market funds on investments by the Fund in such affiliated money market funds (excluding investments made in affiliated money market funds with cash collateral from securities loaned by the fund). AIM is also voluntarily waiving a portion of the advisory fee payable by the Fund equal to the difference between the income earned from investing in the affiliated money market fund and the hypothetical income earned from investing in an appropriate comparative benchmark. Voluntary fee waivers or reimbursements may be modified or discontinued at any time upon consultation with the Board of Trustees without further notice to investors. For the year ended July 31, 2005, AIM waived fees of $26,054. At the request of the Trustees of the Trust, AMVESCAP agreed to reimburse expenses incurred by the Fund in connection with market timing matters in the AIM Funds, which may include legal, audit, shareholder reporting, communications and trustee expenses. These expenses along with the related expense reimbursement, are included in the Statement of Operations. For the year ended July 31, 2005, AMVESCAP reimbursed expenses of the Fund in the amount of $188,952. The Fund, pursuant to a master administrative services agreement with AIM, has agreed to pay AIM for certain administrative costs incurred in providing accounting services to the Fund. Pursuant to such agreement, for the year ended July 31, 2005, AIM was paid $519,635. The Fund, pursuant to a transfer agency and service agreement, has agreed to pay AIM Investment Services, Inc. ("AISI") a fee for providing transfer agency and shareholder services to the Fund and reimburse AISI for certain expenses incurred by AISI in the course of providing such services. AISI may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. For the year ended July 31, 2005, the Fund paid AISI $8,278,449 for Class A, Class B, Class C, Class K and Investor Class shares and $6,810 for Institutional Class shares. The Trust has entered into master distribution agreements with A I M Distributors, Inc. ("ADI") to serve as the distributor for the Class A, Class B, Class C, Class K, Investor Class and Institutional Class shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Class A, Class B, Class C, Class K and Investor Class shares (collectively the "Plans"). The Fund, pursuant to the Class A, Class B, Class C and Class K Plans, pays ADI compensation at the annual rate of 0.25% of the Fund's average daily net assets of Class A shares, 1.00% of the average daily net assets of Class B and Class C shares and 0.45% of the average daily net assets of Class K shares. Prior to July 1, 2005, the Fund paid ADI 0.35% of the average daily net assets of Class A shares. The Fund, pursuant to the Investor Class Plan, pays ADI for its allocated share of expenses incurred pursuant to the Investor Class Plan for the period, up to a maximum annual rate of 0.25% of the average daily net assets of the Investor Class shares. Of these amounts, up to 0.25% of the average daily net assets of the Class A, Class B, Class C, Class K or Investor Class shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. National Association of Securities Dealers ("NASD") Rules impose a cap on the total sales charges, including asset-based sales charges that may be paid by any class of shares of the Fund. Pursuant to the Plans, for the year ended July 31, 2005, the Class A, Class B, Class C, Class K and Investor Class shares paid $49,170, $26,379, $97,998, $77,194 and $6,004,216, respectively. Front-end sales commissions and contingent deferred sales charges ("CDSC") (collectively the "sales charges") are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. For the year ended July 31, 2005 ADI advised the Fund that it retained $4,005 in front-end sales commissions from the sale of Class A shares and $0, $2,284, $678 and $0 from Class A, Class B, Class C and Class K shares, respectively, for CDSC imposed upon redemptions by shareholders. Certain officers and trustees of the Trust are officers and directors of AIM, AISI and/or ADI. F-10 NOTE 3--INVESTMENTS IN AFFILIATES The Fund is permitted, pursuant to an exemptive order from the Securities and Exchange Commission ("SEC"), to invest daily available cash balances and cash collateral from securities lending transactions in affiliated money market funds. The Fund and the money market fund below have the same investment advisor and therefore, are considered to be affiliated. The tables below show the transactions in and earnings from investments in an affiliated money market fund for the year ended July 31, 2005. INVESTMENTS OF DAILY AVAILABLE CASH BALANCES:
CHANGE IN UNREALIZED MARKET VALUE PURCHASES PROCEEDS APPRECIATION MARKET VALUE DIVIDEND REALIZED FUND 07/31/04 AT COST FROM SALES (DEPRECIATION) 07/31/05 INCOME GAIN (LOSS) - --------------------------------------------------------------------------------------------------------------------------- Premier Portfolio -- Institutional Class $154,798,045 $1,259,349,201 $(1,387,651,893) $-- $26,495,353 $1,536,443 $-- - ---------------------------------------------------------------------------------------------------------------------------
INVESTMENTS OF CASH COLLATERAL FROM SECURITIES LENDING TRANSACTIONS:
CHANGE IN UNREALIZED MARKET VALUE PURCHASES PROCEEDS FROM APPRECIATION MARKET VALUE DIVIDEND REALIZED FUND 07/31/04 AT COST SALES (DEPRECIATION) 07/31/05 INCOME* GAIN (LOSS) - --------------------------------------------------------------------------------------------------------------------- Premier Portfolio -- Institutional Class $21,329,950 $599,452,522 $(611,250,022) $-- $9,532,450 $437,222 $-- - ---------------------------------------------------------------------------------------------------------------------
* Net of compensation to counterparties. INVESTMENTS IN OTHER AFFILIATES: The Investment Company Act of 1940 defines affiliates as those companies in which a fund holds 5% or more of the outstanding voting securities. The Fund has not owned enough of the outstanding voting securities of the issuer to have control (as defined in the Investment Company Act of 1940) of that issuer. The following is a summary of the transactions with affiliates for the year ended July 31, 2005.
CHANGE IN UNREALIZED MARKET VALUE PURCHASES PROCEEDS FROM APPRECIATION MARKET VALUE DIVIDEND REALIZED FUND 07/31/04 AT COST SALES (DEPRECIATION) 07/31/05 INCOME GAIN (LOSS) - -------------------------------------------------------------------------------------------------------------------- Aames Investment Corp. $ -- $ 14,182,844 $ -- $ 996,628 $15,179,472 $ -- $-- - -------------------------------------------------------------------------------------------------------------------- Centennial Bank Holdings, Inc. -- 21,749,700 -- 621,420 22,371,120 -- -- - -------------------------------------------------------------------------------------------------------------------- Subtotal $ -- $ 35,932,544 $(1,998,901,915) $1,618,048 $37,550,592 $ -- $-- - -------------------------------------------------------------------------------------------------------------------- Total $176,127,995 $1,894,734,267 $(1,998,901,915) $1,618,048 $73,578,395 $1,973,665 $-- - --------------------------------------------------------------------------------------------------------------------
NOTE 4--SECURITY TRANSACTIONS WITH AFFILIATED FUNDS The Fund is permitted to purchase or sell securities from or to certain other AIM Funds under specified conditions outlined in procedures adopted by the Board of Trustees of the Trust. The procedures have been designed to ensure that any purchase or sale of securities by the Fund from or to another fund or portfolio that is or could be considered an affiliate by virtue of having a common investment advisor (or affiliated investment advisors), common Trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price. Pursuant to these procedures, during the year ended July 31, 2005, the Fund engaged in securities purchases of $30,028,354 and sales of $56,540,930, which resulted in net realized gains of $6,863,422. NOTE 5--EXPENSE OFFSET ARRANGEMENTS The expense offset arrangements are comprised of (i) transfer agency credits which result from balances in Demand Deposit Accounts (DDA) used by the transfer agent for clearing shareholder transactions and (ii) custodian credits which result from periodic overnight cash balances at the custodian. For the year ended July 31, 2005, the Fund received credits from these arrangements, which resulted in the reduction of the Fund's total expenses of $62,139. NOTE 6--TRUSTEES' AND OFFICER'S FEES AND BENEFITS "Trustees' and Officer's Fees and Benefits" include amounts accrued by the Fund to pay remuneration to each Trustee and Officer of the Fund who is not an "interested person" of AIM. Trustees have the option to defer compensation payable by the Fund, and "Trustees' and Officer's Fees and Benefits" also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various AIM Funds in which their deferral accounts shall be deemed to be invested. Finally, current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. "Trustees' and Officer's Fees and Benefits" include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund. During the year ended July 31, 2005, the Fund paid legal fees of $14,047 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust. F-11 NOTE 7--BORROWINGS Pursuant to an exemptive order from the SEC, the Fund may participate in an interfund lending facility that AIM has established for temporary borrowings by the AIM Funds. An interfund loan will be made under this facility only if the loan rate (an average of the rate available on bank loans and the rate available on investments in overnight repurchase agreements) is favorable to both the lending fund and the borrowing fund. A loan will be secured by collateral if the Fund's aggregate borrowings from all sources exceeds 10% of the Fund's total assets. To the extent that the loan is required to be secured by collateral, the collateral is marked to market daily to ensure that the market value is at least 102% of the outstanding principal value of the loan. During the year ended July 31, 2005, the average interfund borrowings for the five days the borrowings were outstanding was $34,690,200 with a weighted average interest rate of 2.44% and interest expense of $11,587. During the year ended July 31, 2005, the Fund did not lend under the interfund lending facility. The Fund is a participant in an uncommitted unsecured revolving credit facility with State Street Bank and Trust Company ("SSB"). The Fund may borrow up to the lesser of (i) $125,000,000, or (ii) the limits set by its prospectus for borrowings. The Fund and other funds advised by AIM which are parties to the credit facility can borrow on a first come, first served basis. Principal on each loan outstanding shall bear interest at the bid rate quoted by SSB at the time of the request for the loan. During the year ended July 31, 2005, the Fund did not borrow under the uncommitted unsecured revolving credit facility. Additionally, the Fund is permitted to temporarily carry a negative or overdrawn balance in its account with SSB, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (i) leave funds as a compensating balance in the account so the custodian can be compensated by earning the additional interest; or (ii) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and AIM not to exceed the rate contractually agreed upon. NOTE 8--PORTFOLIO SECURITIES LOANED The Fund may lend portfolio securities having a market value up to one-third of the Fund's total assets. Such loans are secured by collateral equal to no less than the market value of the loaned securities determined daily. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its agencies. Cash collateral received in connection with these loans is invested in short-term money market instruments or affiliated money market funds. It is the Fund's policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. The Fund could also experience delays and costs in gaining access to the collateral. The Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to a loss on the collateral invested. At July 31, 2005, securities with an aggregate value of $9,345,682 were on loan to brokers. The loans were secured by cash collateral of $9,532,450 received by the Fund and subsequently invested in an affiliated money market fund. For the year ended July 31, 2005, the Fund received dividends on cash collateral of $437,222 for securities lending transactions, which are net of compensation to counterparties. NOTE 9--DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF NET ASSETS DISTRIBUTIONS TO SHAREHOLDERS: There were no ordinary income or long term capital gain distributions paid during the years ended July 31, 2005 and 2004. TAX COMPONENTS OF NET ASSETS: As of July 31, 2005, the components of net assets on a tax basis were as follows:
2005 ------------------------------------------------------- Unrealized appreciation -- investments $ 368,235,792 ------------------------------------------------------- Temporary book/tax differences (340,182) ------------------------------------------------------- Capital loss carryforward (2,724,902,469) ------------------------------------------------------- Post-October currency loss deferral (399,865) ------------------------------------------------------- Shares of beneficial interest 4,395,279,453 ------------------------------------------------------- Total net assets $ 2,037,872,729 -------------------------------------------------------
The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund's unrealized appreciation difference is attributable primarily to the deferral of losses on wash sales and the deferral of losses on certain straddle transactions. The tax-basis unrealized appreciation on investments amount includes appreciation on foreign currencies of $132. The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund's temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan expenses. Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions. Under these limitation rules, the Fund is limited as of July 31, 2005 to utilizing $2,715,789,603 of capital loss carryforward in the fiscal year ended July 31, 2006. F-12 The Fund has a capital loss carryforward as of July 31, 2005 which expires as follows:
CAPITAL LOSS EXPIRATION CARRYFORWARD* ---------------------------------------------- July 31, 2010 $ 434,677,619 ---------------------------------------------- July 31, 2011 2,290,224,850 ---------------------------------------------- Total capital loss carryforward $2,724,902,469 ----------------------------------------------
* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code. NOTE 10--INVESTMENT SECURITIES The aggregate amount of investment securities (other than short-term securities and money market funds) purchased and sold by the Fund during the year ended July 31, 2005 was $2,087,380,483 and $3,551,423,964, respectively. At the request of the Trustees, AIM recovered third party research credits during the year ended July 31, 2005, in the amount of $281,607. These research credits were recorded as realized gains.
UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENT SECURITIES ON A TAX BASIS -------------------------------------------------------------------------- Aggregate unrealized appreciation of investment securities $390,422,458 -------------------------------------------------------------------------- Aggregate unrealized (depreciation) of investment securities (22,186,798) -------------------------------------------------------------------------- Net unrealized appreciation of investment securities $368,235,660 --------------------------------------------------------------------------
Cost of investments for tax purposes is $1,679,606,581. NOTE 11--RECLASSIFICATION OF PERMANENT DIFFERENCES Primarily as a result of differing book/tax treatment of foreign currency transactions and net operating losses, on July 31, 2005, undistributed net investment income (loss) was increased by $10,768,261, undistributed net realized gain (loss) was increased by $220,364 and shares of beneficial interest decreased by $10,988,625. This reclassification had no effect on the net assets of the Fund. F-13 NOTE 12--SHARE INFORMATION The Fund currently consists of six different classes of shares: Class A shares, Class B shares, Class C shares, Class K shares, Investor Class shares and Institutional Class shares. Class A shares are sold with a front-end sales charge. Class B shares and Class C shares are sold with CDSC. Class K shares, Investor Class shares and Institutional Class shares are sold at net asset value. Under certain circumstances, Class A shares and Class K shares are subject to CDSC. Generally, Class B shares will automatically convert to Class A shares eight years after the end of the calendar month of purchase.
CHANGES IN SHARES OUTSTANDING - ----------------------------------------------------------------------------------------------------------------------- YEAR ENDED JULY 31, ------------------------------------------------------------ 2005/(a)/ 2004 ----------------------------- ----------------------------- SHARES AMOUNT SHARES AMOUNT - ----------------------------------------------------------------------------------------------------------------------- Sold: Class A 556,506 $ 8,770,684 1,979,317 $ 26,579,934 - ----------------------------------------------------------------------------------------------------------------------- Class B 34,067 514,425 75,305 1,053,608 - ----------------------------------------------------------------------------------------------------------------------- Class C 36,385 551,988 288,214 3,834,257 - ----------------------------------------------------------------------------------------------------------------------- Class K/(b)/ 332,020 5,201,768 1,293,894 18,384,954 - ----------------------------------------------------------------------------------------------------------------------- Investor Class 18,984,016 295,473,845 76,753,034 1,091,080,896 - ----------------------------------------------------------------------------------------------------------------------- Institutional Class 703,280 11,182,991 1,246,049 18,319,642 - ----------------------------------------------------------------------------------------------------------------------- Automatic conversion of Class B shares to Class A shares: Class A 866 14,656 602 6,639 - ----------------------------------------------------------------------------------------------------------------------- Class B (887) (14,656) (611) (6,639) - ----------------------------------------------------------------------------------------------------------------------- Reacquired: Class A (553,184) (8,594,846) (1,562,509) (21,160,486) - ----------------------------------------------------------------------------------------------------------------------- Class B (28,466) (442,901) (22,032) (323,630) - ----------------------------------------------------------------------------------------------------------------------- Class C (325,607) (4,851,509) (550,924) (7,606,610) - ----------------------------------------------------------------------------------------------------------------------- Class K/(b)/ (1,322,033) (19,733,597) (3,002,001) (42,932,074) - ----------------------------------------------------------------------------------------------------------------------- Investor Class (117,767,645) (1,848,197,801) (167,434,476) (2,428,851,095) - ----------------------------------------------------------------------------------------------------------------------- Institutional Class (1,034,172) (17,014,131) (2,721,217) (41,045,821) - ----------------------------------------------------------------------------------------------------------------------- (100,384,854) $(1,577,139,084) (93,657,355) $(1,382,666,425) - -----------------------------------------------------------------------------------------------------------------------
/(a)/There are three entities that are each record owners of more than 5% of the outstanding shares of the Fund and in the aggregate they own 23% of the outstanding shares of the Fund. AIM Distributors has an agreement with these entities to sell Fund shares. The Fund, AIM and/or AIM affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, AIM and/or AIM affiliates including but not limited to services such as securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these entities are also owned beneficially. /(b)/Effective October 21, 2005, Class K shares will convert to Class A shares. F-14 NOTE 13--FINANCIAL HIGHLIGHTS The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.
CLASS A ---------------------------------------------------- MARCH 28, 2002 (DATE SALES COMMENCED) TO YEAR ENDED JULY 31, JULY 31, ----------------------------------- 2002 2005 2004 2003 -------------- - ------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 14.21 $ 12.84 $10.82 $ 15.30 - ------------------------------------------------------------------------------------------------------------------------------ Income from investment operations: Net investment income (loss) (0.08)/(a)/ (0.13)/(a)/ (0.09)/(b)/ (0.03)/(a)/ - ------------------------------------------------------------------------------------------------------------------------------ Net gains (losses) on securities (both realized and unrealized) 3.58 1.50 2.11 (4.45) - ------------------------------------------------------------------------------------------------------------------------------ Total from investment operations 3.50 1.37 2.02 (4.48) - ------------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 17.71 $ 14.21 $12.84 $ 10.82 - ------------------------------------------------------------------------------------------------------------------------------ Total return/(c)/ 24.63% 10.67% 18.56% (29.22)% - ------------------------------------------------------------------------------------------------------------------------------ Ratios/supplemental data: Net assets, end of period (000s omitted) $15,895 $12,692 $6,108 $ 2,006 - ------------------------------------------------------------------------------------------------------------------------------ Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.24%/(d)/ 1.30% 1.24% 1.11%/(e)/ - ------------------------------------------------------------------------------------------------------------------------------ Without fee waivers and/or expense reimbursements 1.25%/(d)/ 1.31% 1.24% 1.11%/(e)/ - ------------------------------------------------------------------------------------------------------------------------------ Ratio of net investment income (loss) to average net assets (0.53)%/(d)/ (0.89)% (0.81)% (0.76)%/(e)/ - ------------------------------------------------------------------------------------------------------------------------------ Portfolio turnover rate/(f)/ 87% 95% 91% 81% - ------------------------------------------------------------------------------------------------------------------------------
/(a)/Calculated using average shares outstanding. /(b)/The net investment income (loss) per share was calculated after permanent book tax differences, such as net operating losses, were reclassified from accumulated net investment income (loss) to paid in capital. Had net investment income (loss) per share been calculated using the current method, which is before reclassification of net operating losses, net investment income (loss) per share would have been $(0.18) for the year ended July 31, 2003. /(c)/Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year. /(d)/Ratios are based on average daily net assets of $14,421,408. /(e)/Annualized. /(f)/Not annualized for periods less than one year. F-15 NOTE 13--FINANCIAL HIGHLIGHTS-(CONTINUED)
CLASS B -------------------------------------------------- MARCH 28, 2002 (DATE SALES COMMENCED) TO YEAR ENDED JULY 31, JULY 31, --------------------------------- 2002 2005 2004 2003 -------------- - ------------------------------------------------------------------------------------------- Net asset value, beginning of period $13.94 $12.69 $10.78 $ 15.30 - ------------------------------------------------------------------------------------------------------------ Income from investment operations: Net investment income (loss) (0.18)/(a)/ (0.22)/(a)/ (0.08)/(b)/ (0.06)/(a)/ - ------------------------------------------------------------------------------------------------------------ Net gains (losses) on securities (both realized and unrealized) 3.51 1.47 1.99 (4.46) - ------------------------------------------------------------------------------------------------------------ Total from investment operations 3.33 1.25 1.91 (4.52) - ------------------------------------------------------------------------------------------------------------ Net asset value, end of period $17.27 $13.94 $12.69 $ 10.78 - ------------------------------------------------------------------------------------------------------------ Total return/(c)/ 23.89% 9.85% 17.72% (29.54)% - ------------------------------------------------------------------------------------------------------------ Ratios/supplemental data: Net assets, end of period (000s omitted) $2,908 $2,282 $1,409 $ 390 - ------------------------------------------------------------------------------------------------------------ Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.90%/(d)/ 1.95% 1.96% 2.09%/(e)/ - ------------------------------------------------------------------------------------------------------------ Without fee waivers and/or expense reimbursements 1.91%/(d)/ 2.26% 2.52% 2.09%/(e)/ - ------------------------------------------------------------------------------------------------------------ Ratio of net investment income (loss) to average net assets (1.19)%/(d)/ (1.54)% (1.53)% (1.71)%/(e)/ - ------------------------------------------------------------------------------------------------------------ Portfolio turnover rate/(f)/ 87% 95% 91% 81% - ------------------------------------------------------------------------------------------------------------
/(a)/Calculated using average shares outstanding. /(b)/The net investment income (loss) per share was calculated after permanent book tax differences, such as net operating losses, were reclassified from accumulated net investment income (loss) to paid in capital. Had net investment income (loss) per share been calculated using the current method, which is before reclassification of net operating losses, net investment income (loss) per share would have been $(0.17) for the year ended July 31, 2003. /(c)/Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year. /(d)/Ratios are based on average daily net assets of $2,637,924. /(e)/Annualized. /(f)/Not annualized for periods less than one year. F-16 NOTE 13--FINANCIAL HIGHLIGHTS-(CONTINUED)
CLASS C --------------------------------------------------------------- YEAR ENDED JULY 31, --------------------------------------------------------------- 2005 2004 2003 2002 2001 - -------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $13.67 $ 12.44 $ 10.60 $ 17.04 $ 27.78 - -------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) (0.18)/(a)/ (0.22)/(a)/ (0.18)/(b)/ (0.25)/(b)/ (0.06)/(b)/ - -------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 3.44 1.45 2.02 (6.17) (10.60) - -------------------------------------------------------------------------------------------------------------- Total from investment operations 3.26 1.23 1.84 (6.42) (10.66) - -------------------------------------------------------------------------------------------------------------- Less distributions from net realized gains -- -- -- (0.02) (0.08) - -------------------------------------------------------------------------------------------------------------- Net asset value, end of period $16.93 $ 13.67 $ 12.44 $ 10.60 $ 17.04 - -------------------------------------------------------------------------------------------------------------- Total return/(c)/ 23.85% 9.89% 17.47% (37.76)% (38.45)% - -------------------------------------------------------------------------------------------------------------- Ratios/supplemental data: Net assets, end of period (000s omitted) $9,081 $11,287 $13,537 $13,440 $28,887 - -------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.90%/(d)/ 1.95% 1.96% 1.96% 1.86% - -------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 1.91%/(d)/ 2.67% 3.05% 2.16% 1.86% - -------------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (1.19)%/(d)/ (1.54)% (1.54)% (1.59)% (1.34)% - -------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 87% 95% 91% 81% 55% - --------------------------------------------------------------------------------------------------------------
/(a)/Calculated using average shares outstanding. /(b)/The net investment income (loss) per share was calculated after permanent book tax differences, such as net operating losses, were reclassified from accumulated net investment income (loss) to paid in capital. Had net investment income (loss) per share been calculated using the current method, which is before reclassification of net operating losses, net investment income (loss) per share would have been $(0.27), $(0.38), and $(0.10) for the year ended July 31, 2003, 2002, and 2001, respectively. /(c)/Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges. /(d)/Ratios are based on average daily net assets of $9,799,764. F-17 NOTE 13--FINANCIAL HIGHLIGHTS-(CONTINUED)
CLASS K --------------------------------------------------------------------- NOVEMBER 30, 2000 (DATE SALES COMMENCED) TO YEAR ENDED JULY 31, JULY 31, -------------------------------------------------- 2001 2005 2004 2003 2002 ----------------- - ------------------------------------------------------------------------------------------------------------ Net asset value, beginning of period $ 14.08 $ 12.74 $ 10.76 $ 17.19 $ 22.50 - ------------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) (0.10)/(a)/ (0.14)/(a)/ (0.02)/(b)/ (0.15)/(a)/ (0.03) - ------------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 3.55 1.48 2.00 (6.26) (5.28) - ------------------------------------------------------------------------------------------------------------------------------- Total from investment operations 3.45 1.34 1.98 (6.41) (5.31) - ------------------------------------------------------------------------------------------------------------------------------- Less distributions from net realized gains -- -- -- (0.02) -- - ------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 17.53 $ 14.08 $ 12.74 $ 10.76 $ 17.19 - ------------------------------------------------------------------------------------------------------------------------------- Total return/(c)/ 24.50% 10.52% 18.40% (37.32)% (23.60)% - ------------------------------------------------------------------------------------------------------------------------------- Ratios/supplemental data: Net assets, end of period (000s omitted) $14,997 $25,977 $45,258 $44,745 $ 6 - ------------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.35%/(d)/ 1.40% 1.41% 1.36% 1.48%/(e)/ - ------------------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 1.36%/(d)/ 1.54% 1.61% 1.36% 3.06%/(e)/ - ------------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (0.64)%/(d)/ (0.99)% (0.98)% (1.05)% (1.03)%/(e)/ - ------------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate/(f)/ 87% 95% 91% 81% 55% - -------------------------------------------------------------------------------------------------------------------------------
/(a)/Calculated using average shares outstanding. /(b)/The net investment income (loss) per share was calculated after permanent book tax differences, such as net operating losses, were reclassified from accumulated net investment income (loss) to paid in capital. Had net investment income (loss) per share been calculated using the current method, which is before reclassification of net operating losses, net investment income (loss) per share would have been $(0.11) for the year ended July 31, 2003. /(c)/Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year. /(d)/Ratios are based on average daily net assets of $17,154,120. /(e)/Annualized. /(f)/Not annualized for periods less than one year.
INVESTOR CLASS ------------------------------------------------------------------------------- YEAR ENDED JULY 31, ------------------------------------------------------------------------------- 2005 2004 2003 2002 2001 - --------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 14.19 $ 12.81 $ 10.81 $ 17.23 $ 27.86 - --------------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) (0.07)/(a)/ (0.11)/(a)/ (0.00)/(b)/ (0.00)/(b)/ (0.12)/(a)(b)/ - --------------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 3.59 1.49 2.00 (6.40) (10.43) - --------------------------------------------------------------------------------------------------------------------------------- Total from investment operations 3.52 1.38 2.00 (6.40) (10.55) - --------------------------------------------------------------------------------------------------------------------------------- Less distributions from net realized gains -- -- -- (0.02) (0.08) - --------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 17.71 $ 14.19 $ 12.81 $ 10.81 $ 17.23 - --------------------------------------------------------------------------------------------------------------------------------- Total return/(c)/ 24.81% 10.77% 18.50% (37.17)% (37.94)% - --------------------------------------------------------------------------------------------------------------------------------- Ratios/supplemental data: Net assets, end of period (000s omitted) $1,984,687 $2,992,578 $3,863,821 $3,688,213 $6,562,467 - --------------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.15%/(d)/ 1.19% 1.21% 1.21% 1.00% - --------------------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 1.16%/(d)/ 1.29% 1.46% 1.23% 1.00% - --------------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (0.44)%/(d)/ (0.78)% (0.78)% (0.86)% (0.49)% - --------------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 87% 95% 91% 81% 55% - ---------------------------------------------------------------------------------------------------------------------------------
/(a)/Calculated using average shares outstanding. /(b)/The net investment income (loss) per share was calculated after permanent book tax differences, such as net operating losses, were reclassified from accumulated net investment income (loss) to paid in capital. Had net investment income (loss) per share been calculated using the current method, which is before reclassification of net operating losses, net investment income (loss) per share would have been $(0.09), $(0.14), and $(0.06) for the year ended July 31, 2003, 2002 and 2001, respectively. /(c)/Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. /(d)/Ratios are based on average daily net assets of $2,404,496,829. F-18 NOTE 13--FINANCIAL HIGHLIGHTS-(CONTINUED)
INSTITUTIONAL CLASS ----------------------------------------------------------- YEAR ENDED JULY 31, ----------------------------------------------------------- 2005 2004 2003 2002 2001 - ---------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 14.42 $ 12.96 $ 10.88 $ 17.28 $ 27.87 - ---------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) 0.01/(a)/ (0.04)/(a)/ (0.04) (0.08)/(a)/ (0.07)/(a)/ - ---------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 3.65 1.50 2.12 (6.30) (10.44) - ---------------------------------------------------------------------------------------------------------- Total from investment operations 3.66 1.46 2.08 (6.38) (10.51) - ---------------------------------------------------------------------------------------------------------- Less distributions from net realized gains -- -- -- (0.02) (0.08) - ---------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 18.08 $ 14.42 $ 12.96 $ 10.88 $ 17.28 - ---------------------------------------------------------------------------------------------------------- Total return/(b)/ 25.38% 11.26% 19.12% (36.95)% (37.78)% - ---------------------------------------------------------------------------------------------------------- Ratios/supplemental data: Net assets, end of period (000s omitted) $10,305 $12,987 $30,788 $25,133 $11,622 - ---------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 0.63%/(c)/ 0.71% 0.78% 0.84% 0.77% - ---------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 0.64%/(c)/ 0.72% 0.78% 0.84% 0.77% - ---------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets 0.08%/(c)/ (0.30)% (0.34)% (0.53)% (0.26)% - ---------------------------------------------------------------------------------------------------------- Portfolio turnover rate 87% 95% 91% 81% 55% - ----------------------------------------------------------------------------------------------------------
/(a)/Calculated using average shares outstanding. /(b)/Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. /(c)/Ratios are based on average daily net assets of $10,220,518. F-19 NOTE 14--LEGAL PROCEEDINGS Terms used in the Legal Proceedings Note are defined terms solely for the purpose of this note. SETTLED ENFORCEMENT ACTIONS AND INVESTIGATIONS RELATED TO MARKET TIMING On October 8, 2004, INVESCO Funds Group, Inc. ("IFG") (the former investment advisor to certain AIM Funds), AIM and A I M Distributors, Inc. ("ADI") (the distributor of the retail AIM Funds) reached final settlements with certain regulators, including the Securities and Exchange Commission ("SEC"), the New York Attorney General and the Colorado Attorney General, to resolve civil enforcement actions and/or investigations related to market timing and related activity in the AIM Funds, including those formerly advised by IFG. As part of the settlements, a $325 million fair fund ($110 million of which is civil penalties) has been created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Half of this amount has already been paid to the fair fund pursuant to the terms of the settlement with the remainder due December 31, 2005. Additionally, AIM and ADI created a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by AIM, which was done pursuant to the terms of the settlement. These two fair funds may increase as a result of contributions from third parties who reach final settlements with the SEC or other regulators to resolve allegations of market timing and/or late trading that also may have harmed applicable AIM Funds. These two fair funds will be distributed in accordance with a methodology to be determined by AIM's independent distribution consultant, in consultation with AIM and the independent trustees of the AIM Funds and acceptable to the staff of the SEC. As the methodology is unknown at the present time, management of AIM and the Fund are unable to estimate the impact, if any, that the distribution of these two fair funds may have on the Fund or whether such distribution will have an impact on the Fund's financial statements in the future. At the request of the trustees of the AIM Funds, AMVESCAP PLC ("AMVESCAP"), the parent company of IFG and AIM, has agreed to reimburse expenses incurred by the AIM Funds related to market timing matters. REGULATORY INQUIRIES AND PENDING LITIGATION IFG, AIM, ADI and/or related entities and individuals have received inquiries from numerous regulators in the form of subpoenas or other oral or written requests for information and/or documents related to one or more of the following issues, some of which concern one or more AIM Funds: market timing activity, late trading, fair value pricing, excessive or improper advisory and/or distribution fees, mutual fund sales practices, including revenue sharing and directed-brokerage arrangements, investments in securities of other registered investment companies, contractual plans, issues related to Section 529 college savings plans and procedures for locating lost securityholders. IFG, AIM and ADI are providing full cooperation with respect to these inquiries. As described more fully below, the AIM Funds, IFG, AIM, ADI and/or related entities and individuals are defendants in numerous civil lawsuits related to one or more of these issues. Regulatory actions and/or additional civil lawsuits related to these or other issues may be filed against the AIM Funds, IFG, AIM and/or related entities and individuals in the future. On April 12, 2005, the Attorney General of the State of West Virginia ("WVAG") filed a civil lawsuit against AIM, IFG and ADI, as well as numerous unrelated mutual fund complexes and financial institutions. None of the AIM Funds has been named as a defendant in this lawsuit. The WVAG complaint, filed in the Circuit Court of Marshall County, West Virginia [Civil Action No. 05-C-81], alleges, in substance, that AIM, IFG and ADI engaged in unfair competition and/or unfair or deceptive trade practices by failing to disclose in the prospectuses for the AIM Funds, including those formerly advised by IFG, that they had entered into certain arrangements permitting market timing of such Funds. As a result of the foregoing, the WVAG alleges violations of W. Va. Code (S) 46A-1-101, et seq. (the West Virginia Consumer Credit and Protection Act). The WVAG complaint is seeking, among other things, injunctive relief, civil monetary penalties and a writ of quo warranto against the defendants. If AIM is unsuccessful in its defense of the WVAG lawsuit, it could be barred from serving as an investment advisor for any investment company registered under the Investment Company Act of 1940, as amended (a "registered investment company"). Such results could affect the ability of AIM or any other investment advisor directly or indirectly owned by AMVESCAP, from serving as an investment advisor to any registered investment company, including the Fund. The Fund has been informed by AIM that, if these results occur, AIM will seek exemptive relief from the SEC to permit it to continue to serve as the Fund's investment advisor. There is no assurance that such exemptive relief will be granted. On July 7, 2005, the Supreme Court of West Virginia ruled in the context of a separate lawsuit that the WVAG does not have authority pursuant to W. Va. Code Section 46A-6-104 of the West Virginia Consumer Credit and Protection Act to bring an action based upon conduct that is ancillary to the purchase or sale of securities. AIM intends to seek dismissal of the WVAG's lawsuit against it, IFG and ADI in light of this ruling. On August 30, 2005, the West Virginia Office of the State Auditor--Securities Commission ("WVASC") issued a Summary Order to Cease and Desist and Notice of Right to Hearing to AIM and ADI. The WVASC makes findings of fact that essentially mirror the WVAG's allegations mentioned above and conclusions of law to the effect that AIM and ADI violated the West Virginia securities laws. The WVASC orders AIM and ADI to cease any further violations and seeks to impose monetary sanctions to be determined by the Commissioner. AIM and ADI have the right to contest the WVASC's findings and conclusions, which they intend to do. Civil lawsuits, including purported class action and shareholder derivative suits, have been filed against certain of the AIM Funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging: . that the defendants permitted improper market timing and related activity in the AIM Funds; . that certain AIM Funds inadequately employed fair value pricing; . that the defendants charged excessive advisory and/or distribution fees and failed to pass on to shareholders the perceived savings generated by economies of scale and that the defendants adopted unlawful distribution plans; . that the defendants breached their fiduciary duties by charging distribution fees while AIM Funds and/or specific share classes were closed generally to new investors and/or while other share classes of the same AIM Fund were not charged the same distribution fees; . that the defendants improperly used the assets of the AIM Funds to pay brokers to aggressively promote the sale of the AIM Funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions; and F-20 NOTE 14--LEGAL PROCEEDINGS-(CONTINUED) . that the defendants breached their fiduciary duties by failing to ensure that the AIM Funds participated in class action settlements in which they were eligible to participate (this lawsuit was dismissed by the Court on August 12, 2005). These lawsuits allege as theories of recovery, depending on the lawsuit, violations of various provisions of the Federal and state securities laws and ERISA, negligence, breach of fiduciary duty and/or breach of contract. These lawsuits seek remedies that include, depending on the lawsuit, damages, restitution, injunctive relief, imposition of a constructive trust, removal of certain directors and/or employees, various corrective measures under ERISA, rescission of certain AIM Funds' advisory agreements and/or distribution plans and recovery of all fees paid, an accounting of all fund-related fees, commissions and soft dollar payments, restitution of all commissions and fees paid, and prospective relief in the form of reduced fees. All lawsuits based on allegations of market timing, late trading and related activity have been transferred to the United States District Court for the District of Maryland. On August 25, 2005, the Court issued rulings on the common issues of law presented in defendants' motions to dismiss the shareholder class and derivative complaints. These rulings were issued in the context of the Janus lawsuits, but the Court's legal determinations apply at the omnibus level to all cases within his track, including the AIM and IFG cases. The Court dismissed for failure to make pre-suit demand on the fund board all derivative causes of action but one: the excessive fee claim under Section 36(b) of the Investment Company Act of 1940 (the "1940 Act"), as to which the demand requirement does not apply. The Court dismissed all claims asserted in the class complaint but two: (i) the securities fraud claims under Section 10(b) of the Securities Exchange Act of 1934, and (ii) the excessive fee claim under Section 36(b) of the 1940 Act. In addition, the Court limited plaintiffs' potential recovery on the 36(b) claim to fees attributable to timing assets, as opposed to all fees on funds in which any timing occurred. The question whether the duplicative Section 36(b) claim properly belongs in the derivative complaint or in the class action complaint will be decided at a later date. The Court will subsequently issue an order applying his legal rulings to the allegations in the AIM and IFG complaints. At the present time, management of AIM and the Fund are unable to estimate the impact, if any, that the outcome of the Regulatory Inquiries and Pending Litigation described above may have on AIM, ADI or the Fund. * * * * * * * * * * * * * * * * As a result of the matters discussed above, investors in the AIM Funds might react by redeeming their investments. This might require the AIM Funds to sell investments to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AIM Funds. F-21 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Trustees and Shareholders of AIM Dynamics Fund: In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of AIM Dynamics Fund, formerly known as INVESCO Dynamics Fund, (one of the funds constituting AIM Stock Funds, hereafter referred to as the "Fund") at July 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /S/ PRICEWATERHOUSECOOPERS LLP September 21, 2005 Houston, Texas F-22 OTHER INFORMATION TRUSTEES AND OFFICERS As of July 31, 2005 The address of each trustee and officer of AIM Stock Funds (the "Trust"), is 11 Greenway Plaza, Suite 100, Houston, Texas 77046. Each trustee oversees 109 portfolios in the AIM Funds complex. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust's organizational documents. Column two below includes length of time served with predecessor entities, if any. NAME, YEAR OF BIRTH AND POSITIONS(S) HELD WITH THE TRUSTEE AND/ PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIP(S) TRUST OR OFFICER SINCE DURING PAST 5 YEARS HELD BY TRUSTEE - --------------------------------------------------------------------------------------------------------------------------------- INTERESTED PERSONS - --------------------------------------------------------------------------------------------------------------------------------- Robert H. Graham/1 /-- 1946 2003 Director and Chairman, A I M Management None Trustee, Vice Chair and President Group Inc. (financial services holding company); Director and Vice Chairman, AMVESCAP PLC and Chairman, AMVESCAP PLC -- AIM Division (parent of AIM and a global investment management firm) Formerly: President and Chief Executive Officer, A I M Management Group Inc.; Director, Chairman and President, A I M Advisors, Inc. (registered investment advisor); Director and Chairman, A I M Capital Management, Inc. (registered investment advisor), A I M Distributors, Inc. (registered broker dealer), AIM Investment Services, Inc. (registered transfer agent), and Fund Management Company (registered broker dealer); and Chief Executive Officer, AMVESCAP PLC -- Managed Products - --------------------------------------------------------------------------------------------------------------------------------- Mark H. Williamson/2 /-- 1951 1998 Director, President and Chief Executive None Trustee and Executive Vice President Officer, A I M Management Group Inc.; Director, Chairman and President, A I M Advisors, Inc.; Director, A I M Capital Management, Inc. and A I M Distributors, Inc.; Director and Chairman, AIM Investment Services, Inc., Fund Management Company and INVESCO Distributors, Inc. (registered broker dealer); and Chief Executive Officer, AMVESCAP PLC -- AIM Division (parent of AIM and a global investment management firm) Formerly: Director, Chairman, President and Chief Executive Officer, INVESCO Funds Group, Inc.; President and Chief Executive Officer, INVESCO Distributors, Inc.; Chief Executive Officer, AMVESCAP PLC -- Managed Products - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- INDEPENDENT TRUSTEES - --------------------------------------------------------------------------------------------------------------------------------- Bruce L. Crockett/3 /-- 1944 2003 Chairman, Crockett Technology ACE Limited (insurance Trustee and Chair Associates (technology consulting company); and Captaris, Inc. company) (unified messaging provider) - --------------------------------------------------------------------------------------------------------------------------------- Bob R. Baker -- 1936 1983 Retired None Trustee - --------------------------------------------------------------------------------------------------------------------------------- Frank S. Bayley -- 1939 2003 Retired Badgley Funds, Inc. (registered Trustee investment company Formerly: Partner, law firm of Baker & (2 portfolios)) McKenzie - --------------------------------------------------------------------------------------------------------------------------------- James T. Bunch -- 1942 2000 Co-President and Founder, Green, None Trustee Manning & Bunch Ltd., (investment banking firm); and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation - --------------------------------------------------------------------------------------------------------------------------------- Albert R. Dowden -- 1941 2003 Director of a number of public and None Trustee private business corporations, including the Boss Group Ltd. (private investment and management); Cortland Trust, Inc. (Chairman) (registered investment company (3 portfolios)); Annuity and Life Re (Holdings), Ltd. (insurance company); and CompuDyne Corporation (provider of products and services to the public security market) Formerly: Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; and director of various affiliated Volvo companies - --------------------------------------------------------------------------------------------------------------------------------- Edward K. Dunn, Jr. -- 1935 2003 Retired None Trustee - --------------------------------------------------------------------------------------------------------------------------------- Jack M. Fields -- 1952 2003 Chief Executive Officer, Twenty First Administaff and Discovery Trustee Century Group, Inc. (government affairs Global Education Fund (non- company) (owner) Dos Angelos Ranch, L.P. profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- Carl Frischling -- 1937 2003 Partner, law firm of Kramer Levin Cortland Trust, Inc. (registered Trustee Naftalis and Frankel LLP investment company (3 portfolios)) - --------------------------------------------------------------------------------------------------------------------------------- Gerald J. Lewis -- 1933 2000 Chairman, Lawsuit Resolution Services General Chemical Group, Inc. Trustee (San Diego, California) - --------------------------------------------------------------------------------------------------------------------------------- Prema Mathai-Davis -- 1950 2003 Formerly: Chief Executive Officer, YWCA None Trustee of the USA - ---------------------------------------------------------------------------------------------------------------------------------
/(1)/ Mr. Graham is considered an interested person of the Trust because he is a director of AMVESCAP PLC, parent of the advisor to the Trust. Prior to October 4, 2004, Mr. Graham served as Chairman of the Board. /(2)/ Mr. Williamson is considered an interested person of the Trust because he is an officer and a director of the advisor to, and a director of the principal underwriter of, the Trust. /(3)/ Mr. Crockett was elected Chair of the Board effective October 4, 2004. TRUSTEES AND OFFICERS-(CONTINUED) As of July 31, 2005 The address of each trustee and officer of AIM Stock Funds (the "Trust"), is 11 Greenway Plaza, Suite 100, Houston, Texas 77046. Each trustee oversees 109 portfolios in the AIM Funds complex. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust's organizational documents. Column two below includes length of time served with predecessor entities, if any. NAME, YEAR OF BIRTH AND POSITION(S) HELD WITH THE TRUSTEE AND/ PRINCIPAL OCCUPATION(S) DURING PAST 5 OTHER DIRECTORSHIP(S) TRUST OR OFFICER SINCE YEARS HELD BY TRUSTEE - ---------------------------------------------------------------------------------------------------------------------- Lewis F. Pennock -- 1942 2003 Partner, law firm of Pennock & Cooper None Trustee - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- Ruth H. Quigley -- 1935 2003 Retired None Trustee - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- Larry Soll -- 1942 1997 Retired None Trustee - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- OTHER OFFICERS - ---------------------------------------------------------------------------------------------------------------------- Lisa O. Brinkley/4 /-- 1959 2004 Senior Vice President, A I M Management N/A Senior Vice President and Chief Group Inc.; Senior Vice President and Compliance Officer Chief Compliance Officer, A I M Advisors, Inc.; Vice President and Chief Compliance Officer, A I M Capital Management, Inc. and Vice President, A I M Distributors, Inc., AIM Investment Services, Inc. and Fund Management Company Formerly: Senior Vice President and Compliance Director, Delaware Investments Family of Funds and Chief Compliance Officer, A I M Distributors, Inc. - ---------------------------------------------------------------------------------------------------------------------- Russell C. Burk/5 /-- 1958 2005 Formerly: Director of Compliance and N/A Senior Vice President Assistant General Counsel, ICON (Senior Officer) Advisers, Inc.; Financial Consultant, Merrill Lynch; General Counsel and Director of Compliance, ALPS Mutual Funds, Inc. - ---------------------------------------------------------------------------------------------------------------------- Kevin M. Carome -- 1956 2003 Director, Senior Vice President, N/A Senior Vice President, Secretary and Secretary and General Counsel, A I M Chief Legal Officer Management Group Inc. and A I M Advisors, Inc.; Director and Vice President, INVESCO Distributors, Inc.; Vice President, A I M Capital Management, Inc., and AIM Investment Services, Inc.; Vice President and General Counsel, Fund Management Company; and Senior Vice President, A I M Distributors, Inc. Formerly: Senior Vice President and General Counsel, Liberty Financial Companies, Inc.; and Senior Vice President and General Counsel, Liberty Funds Group, LLC.; and Vice President, A I M Distributors, Inc.; and Director, Fund Management Company - ---------------------------------------------------------------------------------------------------------------------- Robert G. Alley -- 1948 2003 Managing Director, Chief Fixed Income N/A Vice President Officer and Senior Investment Officer, A I M Capital Management, Inc. and Vice President, A I M Advisors, Inc. - ---------------------------------------------------------------------------------------------------------------------- Sidney M. Dilgren -- 1961 2004 Vice President and Fund Treasurer, A I N/A Vice President and Treasurer M Advisors, Inc. Formerly: Senior Vice President, AIM Investment Services, Inc.; and Vice President, A I M Distributors, Inc. - ---------------------------------------------------------------------------------------------------------------------- J. Phillip Ferguson/6 /-- 1945 2005 Senior Vice President and Chief N/A Vice President Investment Officer, A I M Advisors Inc.; Director, Chairman, Chief Executive Officer, President and Chief Investment Officer, A I M Capital Management, Inc.; Executive Vice President, A I M Management Group Inc. Formerly: Senior Vice President, AIM Private Asset Management, Inc.; Chief Equity Officer, and Senior Investment Officer, A I M Capital Management, Inc.; and Managing Partner, Beutel, Goodman Capital Management - ---------------------------------------------------------------------------------------------------------------------- Karen Dunn Kelley -- 1960 2003 Director of Cash Management, Managing N/A Vice President Director and Chief Cash Management Officer, A I M Capital Management, Inc.; Director and President, Fund Management Company, and Vice President, A I M Advisors, Inc. - ----------------------------------------------------------------------------------------------------------------------
/(4)/ Ms. Brinkley was elected Senior Vice President and Chief Compliance Officer of the Trust effective September 20, 2004. /(5)/ Mr. Burk was elected Senior Vice President of the Trust effective February 15, 2005. /(6)/ Mr. Ferguson was elected Vice President of the Trust effective February 24, 2005. The Statement of Additional Information of the Trust includes additional information about the Fund's Trustees and is available upon request, without charge, by calling 1.800.959.4246.
OFFICE OF THE FUND INVESTMENT ADVISOR DISTRIBUTOR AUDITORS 11 Greenway Plaza. A I M Advisors, Inc. A I M Distributors, Inc. PricewaterhouseCoopers LLP Suite 100 11 Greenway Plaza 11 Greenway Plaza 1201 Louisiana Street Houston, TX 77046-1173 Suite 100 Suite 100 Suite 2900 Houston, TX 77046-1173 Houston, TX 77046-1173 Houston, Texas 77002-5678 COUNSEL TO THE FUND COUNSEL TO THE TRANSFER AGENT CUSTODIAN Ballard Spahr INDEPENDENT TRUSTEES AIM Investment Services, Inc. State Street Bank and Trust Andrews & Ingersoll, LLP Kramer, Levin, Naftalis & P.O. Box 4739 Company 1735 Market Street Frankel LLP Houston, TX 77210-4739 225 Franklin Street Philadelphia, PA 19103-7599 1177 Avenue of the Americas Boston, MA 02110-2801 New York, NY 10036-2714
U.S. ESTATE TAX FOR NON-RESIDENT ALIEN SHAREHOLDERS (UNAUDITED) The percentage of qualifying assets not subject to the U.S. estate tax for the fiscal quarters ended January 31, 2005, April 30, 2005 and July 31, 2005 are 6.80%, 7.01%, and 4.87%, respectively. Domestic Equity Sector Equity AIM Aggressive Growth Fund AIM Advantage Health Sciences Fund/1/ AIM Basic Balanced Fund* AIM Energy Fund/1/ AIM Basic Value Fund AIM Financial Services Fund/1/ AIM Blue Chip Fund AIM Global Health Care Fund AIM Capital Development Fund AIM Global Real Estate Fund AIM Charter Fund AIM Gold & Precious Metals Fund/1/ AIM Constellation Fund AIM Leisure Fund1 AIM Diversified Dividend Fund AIM Multi-Sector Fund/1/ AIM Dynamics Fund/1/ AIM Real Estate Fund/7/ AIM Large Cap Basic Value Fund AIM Technology Fund/1/ AIM Large Cap Growth Fund AIM Utilities Fund/1/ AIM Mid Cap Basic Value Fund AIM Mid Cap Core Equity Fund/2/ AIM Mid Cap Growth Fund Fixed Income AIM Opportunities I Fund AIM Opportunities II Fund TAXABLE AIM Opportunities III Fund AIM Premier Equity Fund AIM Floating Rate Fund AIM S&P 500 Index Fund/1/ AIM High Yield Fund AIM Select Equity Fund AIM Income Fund AIM Small Cap Equity Fund/3/ AIM Intermediate Government Fund AIM Small Cap Growth Fund/4/ AIM Limited Maturity Treasury Fund AIM Small Company Growth Fund/1/ AIM Money Market Fund AIM Trimark Endeavor Fund AIM Short Term Bond Fund AIM Trimark Small Companies Fund AIM Total Return Bond Fund AIM Weingarten Fund Premier Portfolio Premier U.S. Government Money Portfolio/1/ * Domestic equity and income fund TAX-FREE AIM High Income Municipal Fund/8/ International/Global Equity AIM Municipal Bond Fund AIM Tax-Exempt Cash Fund AIM Asia Pacific Growth Fund AIM Tax-Free Intermediate Fund AIM Developing Markets Fund Premier Tax-Exempt Portfolio AIM European Growth Fund AIM European Small Company Fund/5/ AIM Global Aggressive Growth Fund Aim Allocation Solutions AIM Global Equity Fund AIM Global Growth Fund AIM Conservative Allocation Fund AIM Global Value Fund AIM Growth Allocation Fund/9/ AIM International Core Equity Fund/1/ AIM Moderate Allocation Fund AIM International Growth Fund AIM Moderate Growth Allocation Fund AIM International Small Company Fund/6/ AIM Moderately Conservative AIM Trimark Fund Allocation Fund /1/The following name changes became effective October 15, 2004: INVESCO Advantage Health Sciences Fund to AIM Advantage Health Sciences Fund, INVESCO Dynamics Fund to AIM Dynamics Fund, INVESCO Energy Fund to AIM Energy Fund, INVESCO Financial Services Fund to AIM Financial Services Fund, INVESCO Gold & Precious Metals Fund to AIM Gold & Precious Metals Fund, INVESCO International Core Equity Fund to AIM International Core Equity Fund, INVESCO Leisure Fund to AIM Leisure Fund, INVESCO Multi-Sector Fund to AIM Multi-Sector Fund, INVESCO S&P 500 Index Fund to AIM S&P 500 Index Fund, INVESCO Small Company Growth Fund to AIM Small Company Growth Fund, INVESCO Technology Fund to AIM Technology Fund, INVESCO U.S. Government Money Fund to Premier U.S. Government Money Portfolio, INVESCO Utilities Fund to AIM Utilities Fund. /2/ As of end of business on February 27, 2004, AIM Mid Cap Core Equity Fund has limited public sales of its shares to certain investors. For more information on who may continue to invest in the Fund, please contact your financial advisor. /3/ Effective December 13, 2004, AIM Small Cap Equity Fund is open to all investors. /4/ As of end of business on March 18, 2002, AIM Small Cap Growth Fund has limited public sales of its shares to certain investors. For more information on who may continue to invest in the Fund, please contact your financial advisor. /5/As of end of business on March 28, 2005, AIM European Small Company Fund has limited public sales of its shares to certain investors. For more information on who may continue to invest in the Fund, please contact your financial advisor. /6/ Effective December 30, 2004, AIM International Emerging Growth Fund was renamed AIM International Small Company Fund. As of end of business on March 14, 2005, the Fund has limited public sales of its shares to certain investors. For more information on who may continue to invest in the Fund, please contact your financial advisor. /7/ As of end of business on April 29, 2005, AIM Real Estate Fund has limited public sales of its shares to certain investors. For more information on who may continue to invest in the Fund, please contact your financial advisor. /8/ As of end of business August 5, 2005, AIM High Income Municipal Fund has limited public sales of its shares to certain investors. For more information on who may continue to invest in the Fund, please contact your financial advisor. /9/ Effective April 29, 2005, AIM Aggressive Allocation Fund was renamed AIM Growth Allocation Fund. If used after Oct. 20, 2005, this report must be accompanied by a Fund Performance & Commentary or by an AIM Quarterly Performance Review for the most recent quarter-end. Mutual funds distributed by A I M Distributors, Inc. A I M Management Group Inc. has provided leadership in the investment management industry since 1976 and manages $129 billion in assets. AIM is a subsidiary of AMVESCAP PLC, one of the world's largest independent financial services companies with $373 billion in assets under management. Data as of June 30, 2005. - -------------------------------------------------------------------------------- CONSIDER THE INVESTMENT OBJECTIVES, RISKS, AND CHARGES AND EXPENSES CAREFULLY. FOR THIS AND OTHER INFORMATION ABOUT AIM FUNDS, OBTAIN A PROSPECTUS FROM YOUR FINANCIAL ADVISOR AND READ IT CAREFULLY BEFORE INVESTING. - -------------------------------------------------------------------------------- AIMinvestments.com I-DYN-AR-1 A I M Distributors, Inc. [YOUR GOALS. OUR SOLUTIONS.] - REGISTERED TRADEMARK - Mutual Retirement Annuities College Separately Offshore Cash Funds Products Savings Managed Products Management Plans Accounts [AIM INVESTMENTS LOGO] - REGISTERED TRADEMARK - AIM SMALL COMPANY GROWTH FUND Annual Report to Shareholders . July 31, 2005 [COVER IMAGE] FORMERLY INVESCO SMALL COMPANY GROWTH FUND [YOUR GOALS. OUR SOLUTIONS.] - REGISTERED TRADEMARK - [AIM INVESTMENTS LOGO] - REGISTERED TRADEMARk - AIM SMALL COMPANY GROWTH FUND SEEKS TO PROVIDE LONG-TERM CAPITAL GROWTH. .. Unless otherwise stated, information presented in this report is as of July 31, 2005, and is based on total net assets. .. Effective October 15, 2004, INVESCO Small Company Growth Fund was renamed AIM Small Company Growth Fund. ABOUT SHARE CLASSES .. Class B shares are not available as an investment for retirement plans maintained pursuant to Section 401 of the Internal Revenue Code, including 401(k) plans, money purchase pension plans and profit sharing plans. Plans that had existing accounts invested in Class B shares prior to September 30, 2003, will continue to be allowed to make additional purchases. .. Effective as of the close of business on August 15, 2005, the Fund is limiting public sales of its Class K shares to certain investors. Only existing Class K shareholders of a Fund, as of August 15, 2005, may continue to invest in the Fund's Class K shares. .. Investor Class shares are closed to most investors. For more information on who may continue to invest in the Investor Class shares, please see the prospectus. PRINCIPAL RISKS OF INVESTING IN THE FUND .. The prices of initial public offering (IPO) securities may go up and down more than prices of equity securities of companies with longer trading histories. In addition, companies offering securities in IPOs may have less experienced management or limited operating histories. There can be no assurance that the Fund will have favorable IPO investment opportunities. .. Investing in small and mid-size companies involves risks not associated with investing in more established companies, including business risk, significant stock price fluctuations and illiquidity. .. The Fund may invest up to 25% of its assets in the securities of non-U.S. issuers. Securities of Canadian issuers and American Depositary Receipts are not subject to this 25% limitation. 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. .. At any given time, the Fund may be subject to sector risk, which means a certain sector may underperform other sectors or the market as a whole. The Fund is not limited with respect to the sectors in which it can invest. .. Portfolio turnover is greater than that of most funds, which may affect performance. ABOUT INDEXES USED IN THIS REPORT .. The unmanaged Standard & Poor's Composite Index of 500 Stocks (the S&P 500 - --REGISTERED TRADEMARK-- INDEX) is an index of common stocks frequently used as a general measure of U.S. stock market performance. .. The unmanaged RUSSELL 2000 --REGISTERED TRADEMARK-- GROWTH INDEX is a subset of the unmanaged RUSSELL 2000 --REGISTERED TRADEMARK-- INDEX, which represents the performance of the stocks of small-capitalization companies; the Growth subset measures the performance of Russell 2000 companies with higher price/book ratios and higher forecasted growth values. .. The unmanaged LIPPER SMALL-CAP GROWTH FUND INDEX represents an average of the performance of the 30 largest small-capitalization growth funds tracked by Lipper, Inc., an independent mutual fund performance monitor. .. The Fund is not managed to track the performance of any particular index, including the indexes defined here, and consequently, the performance of the Fund may deviate significantly from the performance of the indexes. Performance of an index of funds reflects fund expenses; performance of a market index does not. .. A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of an index of funds reflects fund expenses; performance of a market index does not. OTHER INFORMATION .. Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of Morgan Stanley Capital International Inc. and Standard & Poor's. .. The returns shown in the management's discussion of fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights. The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund's semiannual and annual reports to share- holders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at AIMinvestments.com. From our home page, click on Products & Performance, then Mutual Funds, then Fund Overview. Select your Fund from the drop-down menu and click on Complete Quarterly Holdings. Shareholders can also look up the Fund's Forms N-Q on the SEC's Web site at sec.gov. And copies of the Fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549-0102. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202- 942-8090 or 800-732-0330, or by electronic request at the following e-mail address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-1474 and 002-26125. CONTINUED ON PAGE 6 - -------------------------------------------------------------------------------- THIS REPORT MUST BE ACCOMPANIED OR PRECEDED BY A CURRENTLY EFFECTIVE FUND PROSPECTUS, WHICH CONTAINS MORE COMPLETE INFORMATION, INCLUDING SALES CHARGES AND EXPENSES. INVESTORS SHOULD READ IT CAREFULLY BEFORE INVESTING. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE - -------------------------------------------------------------------------------- AIMINVESTMENTS.COM - -------------------------------------------------------------------------------- FUND NASDAQ SYMBOLS Class A Shares ISGAX Class B Shares ISGBX Class C Shares ISGCX Class K Shares ISCKX Investor Class Shares FIEGX - -------------------------------------------------------------------------------- AIM SMALL COMPANY GROWTH FUND DEAR FELLOW AIM FUNDS SHAREHOLDERS: [GRAHAM PHOTO] We would like to call your attention to two new elements in this report on your Fund. First, on Page 2, is a letter from Bruce Crockett, the independent Chair of the Board of Trustees of the AIM Funds. We first introduced you to Mr. Crockett in the semiannual report on your Fund dated January 31 of this year. Mr. Crockett has been on our Funds' Board since 1992; he assumed his responsibilities as Chair last October. ROBERT H. GRAHAM Mr. Crockett has expressed an interest in keeping shareholders informed of the work of the Board regularly via letters in the Fund reports. We certainly consider this a valuable addition to the reports. The Board is charged with looking out for the interests of shareholders, and Mr. Crockett's letter provides insight into some of the many issues the Board addresses in governing your Fund. One of the most important decisions the Board makes each year is whether to approve the advisory agreement your Fund has with AIM. Essentially, this agreement hires AIM to manage the assets in your Fund. A discussion of the factors the Board considered in reviewing the agreement is the second new element in the report, and we encourage you to read it. It appears on Pages 8 and 9. [WILLIAMSON PHOTO] Of course, this report also includes your Fund managers' discussion of how they managed the Fund during the fiscal year ended July 31. That discussion begins on Page 3. MARK H. WILLIAMSON All in all, it was a good year for investors as solid economic growth and generally impressive company earnings offset concerns about rising oil prices and the Federal Reserve's repeated increases in short-term interest rates. Most domestic and international equity indexes ended up producing double-digit returns for the fiscal year. Bond returns, though more muted as is typical, were also positive. Further information about the markets, your Fund, and investing in general is always available on our widely acclaimed Web site, AIMinvestments.com. We invite you to visit it frequently. We at AIM remain committed to building solutions to help you meet your investment goals. We thank you for your continued participation in AIM Investments --REGISTERED TRADEMARK--. If you have any questions, please contact our award-winning Client Service representatives at 800-959-4246. We are happy to be of help. Sincerely, /s/ ROBERT H. GRAHAM /s/ MARK H. WILLIAMSON Robert H. Graham Mark H. Williamson President & Vice Chair, Chairman & President, AIM Funds A I M Advisors, Inc. September 16, 2005 AIM INVESTMENTS IS A REGISTERED SERVICE MARK OF A I M MANAGEMENT GROUP INC. A I M ADVISORS, INC. AND A I M CAPITAL MANAGEMENT, INC. ARE THE INVESTMENT ADVISORS AND A I M DISTRIBUTORS, INC. IS THE DISTRIBUTOR FOR THE RETAIL FUNDS REPRESENTED BY AIM INVESTMENTS. 1 AIM SMALL COMPANY GROWTH FUND DEAR AIM FUNDS SHAREHOLDERS: As independent Chair of the Board of Trustees of the AIM Funds, I'm writing to report on the work being done by your Board. [CROCKETT PHOTO] At our most recent meeting in June 2005, your Board approved voluntary fee reductions from A I M Advisors, Inc. (AIM) that save shareholders approximately $20.8 million annually, based on asset levels as of March 31, 2005. The majority of these expense reductions, which took effect July 1, 2005, will be achieved by a permanent reduction to 0.25% of the Rule 12b-1 fees on Class A and Class A3 shares of those AIM Funds that previously charged these fees at a higher rate. BRUCE L. CROCKETT Our June meeting, which was the culmination of more than two and one-half months of review and discussions, took place over a three-day period. The meeting included your Board's annual comprehensive evaluation of each fund's advisory agreement with AIM. After this evaluation, in which questions about fees, performance and operations were addressed by AIM, your Board approved all advisory agreements for the year beginning July 1, 2005. You can find information on the factors considered and conclusions reached by your Board in its evaluation of each fund's advisory agreement at AIMinvestments.com. (Go to "Products & Performance" and click on "Investment Advisory Agreement Renewals.") The advisory agreement information about your Fund is also included in this annual report on Pages 8 and 9. I encourage you to review it. Together with monitoring fund expenses, fund performance is your Board's priority. Our initial goal is to work with AIM to bring about improvement in every AIM Fund that has been underperforming its category. Your Board has a well-defined process and structure for monitoring all funds and identifying and assisting AIM in improving underperforming funds. Our Investments Committee--which functions along with Audit, Governance, Valuation and Compliance Committees--is the only one of these five standing committees to include all 13 independent Board members. Further, our Investments Committee is divided into three underlying subcommittees, each responsible for, among other things, reviewing the performance, fees and expenses of the funds that have been assigned to it. At subcommittee meetings, held throughout the year, the performance of every AIM Fund is evaluated. If a fund has underperformed its peer group for a meaningful period, we work closely with AIM to discover the causes and help develop the right responses. In some cases, AIM may determine that a change in portfolio management strategy or portfolio managers is required. In other cases, where a fund no longer seems viable, it may be merged with a similar fund, being careful to consider the needs of all shareholders affected by the decision. Following AIM's recommendation and your Board's approval, eight funds were recently merged. Be assured that your Board is working closely with the management of AIM to help you reach your investment goals. Should you or your advisor have questions or comments about the governance of AIM Funds, I invite you to write to me at AIM Investments, AIM Investments Tower, 11 Greenway Plaza, Suite 100, Houston, TX 77046. Your Board looks forward to keeping you informed about the governance of your funds. Sincerely, /s/ BRUCE L. CROCKETT Bruce L. Crockett Independent Chair On Behalf of the Board of Trustees AIM Funds September 16, 2005 2 AIM SMALL COMPANY GROWTH FUND MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE - -------------------------------------------------------------------------------- PERFORMANCE SUMMARY Stocks, as measured by leading domestic market indexes, rallied near the midpoint and toward the end of the fiscal year. These trends helped your Fund post double-digit returns for the period. The Fund's long-term performance can be found on Pages 6 and 7. Our focus on small-cap stocks enabled it to outperform the large-cap oriented S&P 500 Index, as small-cap stocks generally outperformed their large-cap counterparts. The Fund also outperformed its Lipper peer group and its style specific benchmark, as the portfolio's holdings in industrials and information technology generally outperformed those in the Russell 2000 Growth Index. - -------------------------------------------------------------------------------- FUND VS. INDEXES TOTAL RETURNS, 7/31/04-7/31/05, EXCLUDING APPLICABLE SALES CHARGES.IF SALES CHARGES WERE INCLUDED, RETURNS WOULD BE LOWER. Class A Shares 26.12% Class B Shares 25.36 Class C Shares 25.41 Class K Shares 26.00 Investor Class Shares 26.22 S&P 500 Index (Broad Market Index) 14.04 Russell 2000 Growth Index (Style-specific Index) 22.58 Lipper Small-Cap Growth Fund Index (Peer Group Index) 23.15 SOURCE: LIPPER, INC. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- HOW WE INVEST We select stocks based on analysis of individual companies, focusing on small-cap growth companies with high growth potential as demonstrated by consistent and accelerating earnings growth. We use a three-step process that includes quantitative, fundamental and valuation analysis: 1. Our proprietary quantitative models and screening tools reduce an investment universe of thousands of companies to a more manageable list of investment candidates. 2. Our fundamental research includes financial statement analysis and meetings with company management teams to define a company's key drivers of success and to assess their durability. The goal is to ascertain the level, quality and duration of a company's growth prospects, and to gain confidence in the management team. 3. Our valuation analysis assesses the degree to which expected future growth is discounted in the stock price. A stock that successfully passes this selection process is a viable candidate for the portfolio. We also carefully scrutinize the risk/reward of each of our holdings to ensure a continued fit. We consider selling or trimming a stock when it no longer meets our investment criteria, including when: .. a company experiences decelerating or disappointing earnings .. a stock approaches or hits its target price .. the company's fundamental business prospects deteriorate .. a more attractive opportunity presents itself MARKET CONDITIONS AND YOUR FUND Solid economic growth and impressive corporate earnings generally outweighed concerns about rising oil prices and interest rates. Two strong market rallies helped most major stock indexes and your Fund post impressive gains for the fiscal year. While value stocks outperformed growth stocks for the entire year, the performance of growth stocks improved toward the end of the period. The Fund's focus on the stocks of companies with strong earnings growth helped it take advantage of this trend. Investors generally favored small-cap stocks over large-cap stocks because the former tend to outperform in an expanding economic environment. Every stock market sector registered positive returns for the portfolio. Changes in the portfolio's sector weightings over the year (CONTINUED) - --------------------------------------------------------------------------------
PORTFOLIO COMPOSITION TOP 5 INDUSTRIES* TOP 10 EQUITY HOLDINGS* BY SECTOR [PIE CHART] 1. Health Care Equipment 5.2% 1. Alliance Data Systems Corp. 1.7% 2. Biotechnology 4.9 2. Regal Entertainment Group-Class A 1.4 Information Technology 18.2% 3. Application Software 4.2 3. Cytyc Corp. 1.4 Financials 10.1% 4. Pharmaceuticals 4.1 4. Investors Financial Services Corp. 1.3 Health Care 19.4% 5. Asset Management & 5. Henry (Jack) & Associates, Inc. 1.3 Money Market Funds Plus Custody Banks 3.7 Other Assets Less Liabilities 8.1% 6. Ceradyne, Inc. 1.2 Materials 1.0% 7. Advanced Medical Optics, Inc. 1.1 Industrials 15.4% TOTAL NET ASSETS $455.2 million 8. Jackson Hewitt Tax Service Inc. 1.1 Telecommunication Services 1.5% TOTAL NUMBER OF HOLDINGS* 150 9. Medicis Pharmaceutical Consumer Discretionary 18.0% Corp.-Class A 1.1 Consumer Staples 2.6% 10. Barrett (Bill) Corp. 1.1 Energy 5.7%
The Fund's holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security. *Excluding money market fund holdings. - -------------------------------------------------------------------------------- 3 AIM SMALL COMPANY GROWTH FUND largely reflected our stock selection process, which is based on an analysis of individual companies rather than an attempt to predict economic and market trends. For example, we increased our holdings in financials stocks as we found them attractively valued and observed improving company fundamentals in this sector. This sector provided positive returns for the Fund, as our financials holdings generally outperformed those of the Russell 2000 Growth Index by a wide margin. Indeed, AFFILIATED MANAGERS GROUP (AMG), an asset management company, was the best-performing stock for the Fund. The company's net income increased to $59.7 million for the first six months of 2005 compared to $37.1 million for the same period for the previous year. AMG officials cited its "broad participation in the major segments of the investment management industry" as a reason for the firm's increased income. The company is in the process of making an acquisition that it contends will enhance its market presence. Over the year, we maintained about the same weighting in industrials, the best-performing sector for the Fund. The portfolio benefited from strong stock selection in such industries as aerospace and defense and trading companies and distributors. Collectively, industrials stocks provided positive returns for the portfolio even though a stock in this sector, SIRVA, detracted the most from Fund performance for the year. Sirva, a global relocation services firm, saw its stock decline when it announced it would not meet its previously issued earnings guidance for the fourth quarter of 2004. We also increased the Fund's exposure to consumer discretionary stocks, as many retailers continued to benefit from healthy consumer spending and to energy, as rising oil prices boosted stocks in this sector. ROWAN COMPANIES, a contract drilling services provider, was one of the best-performing stocks for the Fund. The company reported net income of $42.3 million for the quarter ended June 30, 2005, compared to a loss of $2.1 million for the same period in 2004, as the firm's offshore rig usage increased. The Fund's information technology stocks collectively posted gains, as corporate earnings were generally better than expected. Nevertheless, we reduced our holdings in this sector because we were concerned about lackluster business spending for technology upgrades. A tech stock that we eliminated from the portfolio was ERESEARCH TECHNOLOGY, which was one of the main detractors from performance. The company, which provides technology for medical companies, reported a sharp drop revenue for the first half of 2005, compared to the same period for the previous year, and lowered its earnings estimates for the remainder of this year. Relative to the Russell 2000 Growth Index, materials was the poorest-performing sector for the Fund, as weak stock selection detracted from returns. IN CLOSING We are pleased to have provided solid returns for our investors for the reporting period. We believe our strategy of focusing our investments in companies that show sustainable, above-average earnings growth while avoiding high risk stocks will provide shareholders with consistent risk-adjusted return over a long-term investment horizon. As such, we believe that that the Fund continues to be an attractive option for investors looking for a small-cap growth fund for their diversified long-term portfolio. We thank you for your continued participation in AIM Small Company Growth Fund. THE VIEWS AND OPINIONS EXPRESSED IN MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE ARE THOSE OF A I M ADVISORS, INC. THESE VIEWS AND OPINIONS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE VIEWS AND OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR RECOMMENDATIONS, OR AS AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT A I M ADVISORS, INC. MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. See important Fund and index disclosures inside front cover. - -------------------------------------------------------------------------------- [RUSHIN PHOTO] JAY K. RUSHIN, Chartered Financial Analyst and portfolio manager, is lead manager of AIM Small Company Growth Fund. He began his investmentcareer in 1994 when he joined AIM as a portfolio administrator. In 1996, he left AIM to work as an associate equity analyst at another company. He returned to AIM as an equity analyst on AIM's small-cap funds in 1998 and was promoted to senior analyst in 2000. He was promoted to portfolio manager in 2001. A native of Gaithersburg, MD, Mr. Rushin holds a B.A. in English from Florida State University. Assisted by the Aggressive Growth Team Effective September 16, 2005, after the close of the reporting period Juliet S. Ellis and Juan R. Hartsfield assumed management of AIM Small Company Growth Fund. - -------------------------------------------------------------------------------- [RIGHT ARROW GRAPHIC] FOR A PRESENTATION OF YOUR FUND'S LONG-TERM PERFORMANCE, PLEASE SEE PAGES 6 AND 7. 4 AIM SMALL COMPANY GROWTH FUND CALCULATING YOUR ONGOING FUND EXPENSES EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments contingent deferred sales charges on redemptions; and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service fees (12b-1); and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period February 1, 2005, through July 31, 2005. ACTUAL EXPENSES The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The Fund's actual cumulative total returns at net asset value after expenses for the six months ended July 31, 2005, appear in the table "Cumulative Total Returns" on Page 7. THE HYPOTHETICAL ACCOUNT VALUES AND EXPENSES MAY NOT BE USED TO ESTIMATE THE ACTUAL ENDING ACCOUNT BALANCE OR EXPENSES YOU PAID FOR THE PERIOD. YOU MAY USE THIS INFORMATION TO COMPARE THE ONGOING COSTS OF INVESTING IN THE FUND AND OTHER FUNDS. TO DO SO, COMPARE THIS 5% HYPOTHETICAL EXAMPLE WITH THE 5% HYPOTHETICAL EXAMPLES THAT APPEAR IN THE SHAREHOLDER REPORTS OF THE OTHER FUNDS. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. - --------------------------------------------------------------------------------
ACTUAL HYPOTHETICAL (5% ANNUAL RETURN BEFORE EXPENSES) BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES ENDING ACCOUNT EXPENSES SHARE VALUE VALUE PAID DURING VALUE PAID DURING CLASS (2/1/05) (7/31/05)/1/ PERIOD/2/,/3/ (7/31/05) PERIOD/2/,/4/ A $1,000.00 $1,101.60 $8.34 $1,016.86 $8.00 B 1,000.00 1,098.40 11.81 1,013.54 11.33 C 1,000.00 1,098.40 11.81 1,013.54 11.33 K 1,000.00 1,101.10 8.91 1,016.31 8.55 Investor 1,000.00 1,101.50 7.92 1,017.26 7.60
/1/The actual ending account value is based on the actual total return of the Fund for the period February 1, 2005, through July 31, 2005, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund's expense ratio and a hypothetical annual return of 5% before expenses. The Fund's actual cumulative total returns at net asset value after expenses for the six months ended July 31, 2005, appear in the table "Cumulative Total Returns" on Page 7. /2/Expenses are equal to the Fund's annualized expense ratio (1.60%, 2.27%, 2.27%, 1.71% and 1.52% for Class A, B, C, K and Investor Class shares, respectively) multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Effective on July 1, 2005, the distributor contractually agreed to reduce rule 12B-1 plan fees for Class A shares to 0.25%. The annualized expense ratio restated as if the agreement had been in effect throughout the entire most recent fiscal half year is 1.52% for Class A shares. /3/The actual expenses paid restated as if the change discussed above had been in effect throughout the most recent fiscal half year are $7.92 for Class A shares. /4/The hypothetical expenses paid restated as if the change discussed above had been in effect throughout the most recent fiscal half year are $7.60 for Class A shares. - -------------------------------------------------------------------------------- [ARROW BUTTON For More Information Visit IMAGE] AIMINVESTMENTS.COM 5 AIM SMALL COMPANY GROWTH FUND YOUR FUND'S LONG-TERM PERFORMANCE - -------------------------------------------------------------------------------- RESULTS OF A $10,000 INVESTMENT FUND DATA FROM 12/26/91 (INDEX DATA FROM 12/31/91) - -------------------------------------------------------------------------------- The data shown in the chart include reinvested distributions, Fund expenses and management fees. Index results include reinvested dividends, but they do not reflect sales charges. Performance of an index of funds reflects fund expenses and management fees; performance of a market index does not. Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares. Performance of the indexes does not reflect the effects of taxes. This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating changes in value during the early years shown in the chart. The vertical axis, the one that indicates the dollar value of an investment, is constructed with each segment representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $5,000 and $10,000 and $10,000 and $20,000 is the same size as the space between $20,000 and $40,000, the space between $20,000 and $40,000 is the same as that between $40,000 and $80,000, and so on. CONTINUED FROM INSIDE FRONT COVER A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800-959-4246 or on the AIM Web site, AIMinvestments.com. On the home page, scroll down and click on AIM Funds Proxy Policy. The information is also available on the SEC Web site, sec.gov. Information regarding how the Fund voted proxies related to its portfolio securities during the 12 months ended June 30, 2005, is available at our Web site. Go to AIMinvestments.com, access the About Us tab, click on Required Notices and then click on Proxy Voting Activity. Next, select the Fund from the drop-down menu. The information is also available on the SEC Web site, sec.gov. [MOUNTAIN CHART] DATE AIM SMALL COMPANY RUSSELL 2000 S&P 500 Lipper Small-Cap GROWTH FUND- GROWTH FUND INDEX GROWTH FUND INVESTOR CLASS INDEX SHARES -------- ----------------- ------------- -------- ---------------- 12/26/91 $10000 12/91 10413 $10000 $10000 $10000 1/92 11253 10786 9814 10398 2/92 11280 10901 9941 10555 3/92 10813 10274 9748 10049 4/92 10080 9677 10034 9584 5/92 10067 9656 10083 9522 6/92 9653 9040 9933 9101 7/92 10174 9324 10338 9344 8/92 10187 8965 10127 9080 9/92 10667 9215 10246 9303 10/92 11427 9594 10281 9732 11/92 12734 10489 10630 10535 12/92 13095 10777 10761 10790 1/93 13054 10911 10851 11006 2/93 12187 10318 10999 10588 3/93 12854 10584 11230 11012 4/93 12481 10248 10959 10641 5/93 13188 10862 11251 11245 6/93 13574 10889 11284 11350 7/93 13840 10998 11239 11411 8/93 14988 11524 11664 12026 9/93 15867 11905 11575 12513 10/93 16467 12249 11814 12674 11/93 15641 11754 11702 12132 12/93 16157 12218 11843 12718 1/94 16304 12544 12245 13033 2/94 16344 12489 11913 12973 3/94 15437 11720 11395 12259 4/94 15383 11738 11541 12224 5/94 15209 11476 11729 12002 6/94 15196 10982 11442 11444 7/94 15463 11139 11818 11698 8/94 15890 11957 12301 12478 9/94 15784 12008 12001 12548 10/94 15624 12137 12270 12773 11/94 15171 11646 11824 12257 12/94 15553 11922 11999 12502 1/95 15248 11679 12310 12368 2/95 15723 12218 12789 12887 3/95 16130 12575 13166 13248 4/95 16146 12765 13553 13415 5/95 15968 12932 14094 13580 6/95 17077 13823 14421 14584 7/95 18491 14900 14899 15764 8/95 18916 15084 14936 16050 9/95 18661 15395 15566 16642 10/95 18013 14637 15510 16063 11/95 19171 15284 16190 16652 12/95 20222 15622 16502 17066 1/96 19443 15493 17063 16993 2/96 20845 16199 17222 17818 3/96 21433 16520 17388 18396 4/96 23698 17788 17644 20264 5/96 24874 18700 18098 21185 6/96 23299 17485 18167 20000 7/96 20860 15350 17365 17803 8/96 22210 16487 17732 19063 9/96 24459 17336 18729 20280 10/96 22955 16588 19245 19418 11/96 22937 17049 20699 19725 12/96 22572 17382 20289 19976 1/97 23762 17816 21555 20439 2/97 21761 16740 21725 18963 3/97 20229 15559 20834 17595 4/97 20320 15379 22076 17333 5/97 23114 17690 23426 19738 6/97 24267 18290 24467 20793 7/97 26087 19227 26414 22045 8/97 26395 19804 24935 22395 9/97 28523 21384 26300 24280 10/97 27333 20100 25423 23039 11/97 26521 19621 26598 22518 12/97 26707 19632 27055 22218 1/98 26421 19370 27354 21888 2/98 28852 21080 29326 23658 3/98 30329 21964 30826 24728 4/98 30235 22099 31142 24908 5/98 28352 20493 30607 23145 6/98 29256 20703 31850 23823 7/98 27255 18974 31513 22031 8/98 21799 14594 26960 17219 9/98 24301 16074 28689 18140 10/98 25110 16912 31019 18855 11/98 27541 18224 32898 20388 12/98 30686 19873 34792 22432 1/99 31030 20767 36247 22975 2/99 28194 18867 35120 20764 3/99 30314 19539 36525 21703 4/99 31878 21265 37940 22550 5/99 32012 21299 37045 22673 6/99 35431 22421 39095 24795 7/99 36065 21727 37880 24707 8/99 35401 20915 37692 24361 9/99 37996 21318 36660 25244 10/99 39904 21864 38979 26716 11/99 45849 24176 39771 30087 12/99 55730 28437 42110 36153 1/00 53244 28172 39995 35777 2/00 66534 34727 39239 46259 3/00 62915 31077 43075 42628 4/00 53100 27939 41779 37359 5/00 48608 25493 40923 34304 6/00 59890 28786 41931 40346 7/00 55368 26319 41276 37721 8/00 63208 29087 43838 41777 9/00 60212 27642 41524 39709 10/00 56172 25398 41348 36729 11/00 45263 20787 38091 30474 12/00 48930 22059 38278 33170 1/01 49375 23844 39635 34181 2/01 42107 20576 36023 29805 3/01 37260 18705 33742 26910 4/01 42298 20995 36362 29815 5/01 43000 21481 36606 30623 6/01 43542 22067 35716 31395 7/01 40672 20185 35364 29645 8/01 37423 18924 33152 27890 9/01 31046 15871 30475 23537 10/01 33849 17397 31057 25262 11/01 36557 18850 33439 27220 12/01 38692 20023 33732 28868 1/02 37001 19311 33240 27996 2/02 33623 18061 32599 26301 3/02 35856 19631 33825 28452 4/02 35153 19206 31775 27701 5/02 33814 18083 31542 26590 6/02 31264 16550 29296 24614 7/02 26803 14006 27013 21123 8/02 26771 14000 27189 21093 9/02 25274 12988 24237 19813 10/02 26773 13645 26368 20659 11/02 28334 14998 27919 22389 12/02 26549 13964 26280 20893 1/03 25816 13584 25592 20342 2/03 25338 13222 25208 19708 3/03 25528 13422 25452 20114 4/03 27057 14693 27547 21777 5/03 29577 16348 28997 23997 6/03 29928 16663 29368 24810 7/03 31841 17923 29886 26261 8/03 33468 18886 30468 27654 9/03 32354 18408 30145 26974 10/03 34871 19998 31849 29422 11/03 36018 20650 32129 30205 12/03 35445 20742 33813 30248 1/04 37200 21832 34434 31663 2/04 37136 21798 34912 31544 3/04 36754 21900 34386 31326 4/04 34905 20801 33846 29796 5/04 35575 21214 34310 30417 6/04 36628 21920 34977 31284 7/04 33442 19953 33819 28524 8/04 32519 19523 33955 27600 9/04 34304 20603 34323 29177 10/04 35515 21103 34847 29995 11/04 37841 22887 36257 32096 12/04 40074 23710 37490 33512 1/05 38319 22642 36576 32244 2/05 38732 22952 37346 32881 3/05 37648 22091 36685 31776 4/05 35607 20685 35990 30001 5/05 37616 22144 37134 31989 6/05 39688 22860 37187 33107 7/05 42210 24458 38569 35127 SOURCE: LIPPER, INC. 6 AIM SMALL COMPANY GROWTH FUND - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS As of 7/31/05, including applicable sales charges CLASS A SHARES Inception (3/28/02) 3.22% 1 Year 19.19 CLASS B SHARES Inception (3/28/02) 3.48% 1 Year 20.36 CLASS C SHARES Inception (2/14/00) -7.89% 5 Years -6.39 1 Year 24.41 CLASS K SHARES Inception (12/14/01) 3.19% 1 Year 26.00 INVESTOR CLASS SHARES Inception (12/26/91) 11.17% 10 Years 8.61 5 Years -5.28 1 Year 26.22 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS As of 6/30/05, most recent calendar quarter- end, including applicable sales charges CLASS A SHARES Inception (3/28/02) 1.35% 1 Year 2.22 CLASS B SHARES Inception (3/28/02) 1.59% 1 Year 2.60 CLASS C SHARES Inception (2/14/00) -9.05% 5 Years -9.06 1 Year 6.57 CLASS K SHARES Inception (12/14/01) 1.48% 1 Year 8.12 INVESTOR CLASS SHARES Inception (12/26/91) 10.74% 10 Years 8.80 5 Years -7.90 1 Year 8.35 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUMULATIVE TOTAL RETURNS 6 months ended 7/31/05, excluding applicable sales charges Class A Shares 10.16% Class B Shares 9.84 Class C Shares 9.84 Class K Shares 10.11 Investor Class Shares 10.15 - -------------------------------------------------------------------------------- THE PERFORMANCE DATA QUOTED REPRESENT PAST PERFORMANCE AND CANNOT GUARANTEE COMPARABLE FUTURE RESULTS; CURRENT PERFORMANCE MAY BE LOWER OR HIGHER. PLEASE VISIT AIMINVESTMENTS.COM FOR THE MOST RECENT MONTH-END PERFORMANCE. PERFORMANCE FIGURES REFLECT REINVESTED DISTRIBUTIONS, CHANGES IN NET ASSET VALUE AND THE EFFECT OF THE MAXIMUM SALES CHARGE UNLESS OTHERWISE STATED. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL SHARES. CLASS A SHARE PERFORMANCE REFLECTS THE MAXIMUM 5.50% SALES CHARGE, AND CLASS B AND CLASS C SHARE PERFORMANCE REFLECTS THE APPLICABLE CONTINGENT DEFERRED SALES CHARGE (CDSC) FOR THE PERIOD INVOLVED. THE CDSC ON CLASS B SHARES DECLINES FROM 5% BEGINNING AT THE TIME OF PURCHASE TO 0% AT THE BEGINNING OF THE SEVENTH YEAR. THE CDSC ON CLASS C SHARES IS 1% FOR THE FIRST YEAR AFTER PURCHASE. CLASS K SHARES DO NOT HAVE A FRONT-END SALES CHARGE; RETURNS SHOWN ARE AT NET ASSET VALUE AND DO NOT REFLECT A 0.70% CDSC THAT MAY BE IMPOSED ON A TOTAL REDEMPTION OF RETIREMENT PLAN ASSETS WITHIN THE FIRST YEAR. INVESTOR CLASS SHARES DO NOT HAVE A FRONT-END SALES CHARGE OR CDSC; THEREFORE, PERFORMANCE IS AT NET ASSET VALUE. THE PERFORMANCE OF THE FUND'S SHARE CLASSES WILL DIFFER DUE TO DIFFERENT SALES CHARGE STRUCTURES AND CLASS EXPENSES. HAD THE ADVISOR NOT WAIVED FEES AND/OR REIMBURSED EXPENSES FOR THE FUND'S CLASS A, B, C AND K SHARES IN THE PAST, PERFORMANCE WOULD HAVE BEEN LOWER. 7 AIM SMALL COMPANY GROWTH FUND APPROVAL OF INVESTMENT ADVISORY AGREEMENT AND SUMMARY OF INDEPENDENT WRITTEN FEE EVALUATION The Board of Trustees of AIM Stock Funds (the "Board") oversees the management of AIM Small Company Growth Fund (the "Fund") and, as required by law, determines annually whether to approve the continuance of each Fund's advisory agreement with A I M Advisors, Inc. ("AIM"). Based upon the recommendation of the Investments Committee of the Board, which is comprised solely of independent trustees, at a meeting held on June 30, 2005, the Board, including all of the independent trustees, approved the continuance of the advisory agreement (the "Advisory Agreement") between the Fund and AIM for another year, effective July 1, 2005. The Board considered the factors discussed below in evaluating the fairness and reasonableness of the Advisory Agreement at the meeting on June 30, 2005 and as part of the Board's ongoing oversight of the Fund. In their deliberations, the Board and the independent trustees did not identify any particular factor that was controlling, and each trustee attributed different weights to the various factors. One of the responsibilities of the Senior Officer of the Fund, who is independent of AIM and AIM's affiliates, is to manage the process by which the Fund's proposed management fees are negotiated to ensure that they are negotiated in a manner which is at arm's length and reasonable. To that end, the Senior Officer must either supervise a competitive bidding process or prepare an independent written evaluation. The Senior Officer has recommended an independent written evaluation in lieu of a competitive bidding process and, upon the direction of the Board, has prepared such an independent written evaluation. Such written evaluation also considered certain of the factors discussed below. In addition, as discussed below, the Senior Officer made certain recommendations to the Board in connection with such written evaluation. The discussion below serves as a summary of the Senior Officer's independent written evaluation and recommendations to the Board in connection therewith, as well as a discussion of the material factors and the conclusions with respect thereto that formed the basis for the Board's approval of the Advisory Agreement. After consideration of all of the factors below and based on its informed business judgment, the Board determined that the Advisory Agreement is in the best interests of the Fund and its shareholders and that the compensation to AIM under the Advisory Agreement is fair and reasonable and would have been obtained through arm's length negotiations. .. The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on such review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate and that AIM currently is providing services in accordance with the terms of the Advisory Agreement. .. The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM currently is providing satisfactory services in accordance with the terms of the Advisory Agreement. .. The performance of the Fund relative to comparable funds. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of funds advised by other advisors with investment strategies comparable to those of the Fund. The Board noted that the Fund's performance was above the median performance of such comparable funds for the one year period and below such median performance for the three and five year periods. The Board also noted that AIM began serving as investment advisor to the Fund in November 2003. The Board noted that AIM has recently made changes to the Fund's portfolio management team, which appear to be producing encouraging early results but need more time to be evaluated before a conclusion can be made that the changes have addressed the Fund's under-performance. Based on this review, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time. .. The performance of the Fund relative to indices. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of the Lipper Small-Cap Growth Index. The Board noted that the Fund's performance was above the performance of such Index for the one year period and below such Index for the three and five year periods. The Board also noted that AIM began serving as investment advisor to the Fund in November 2003. The Board noted that AIM has recently made changes to the Fund's portfolio management team, which appear to be producing encouraging early results but need more time to be evaluated before a conclusion can be made that the changes have addressed the Fund's under-performance. Based on this review, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time. .. Meeting with the Fund's portfolio managers and investment personnel. With respect to the Fund, the Board is meeting periodically with such Fund's portfolio managers and/or other investment personnel and believes that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement. .. Overall performance of AIM. The Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to the Fund and concluded that such performance was satisfactory. .. Fees relative to those of clients of AIM with comparable investment strategies. The Board reviewed the advisory fee rate for the Fund under the Advisory Agreement. The Board noted that this rate (i) was the same as the advisory fee rates for a variable insurance fund advised by AIM and offered to insurance company separate accounts with investment strategies comparable to those of the Fund, although there were no breakpoints in the advisory fee schedule applicable to the variable insurance fund; and (ii) was lower than the advisory fee rates for an offshore fund for which an AIM affiliate serves as advisor with investment strategies comparable to those of the Fund. The Board noted that AIM has agreed to waive advisory fees of the Fund and to limit the Fund's total operating expenses, as discussed below. Based on this review, the Board concluded that the advisory fee rate for the Fund under the Advisory Agreement was fair and reasonable. .. Fees relative to those of comparable funds with other advisors. The Board reviewed the advisory fee rate for the Fund under the Advisory Agreement. The Board compared effective contractual advisory fee rates at a common asset level and noted that the Fund's rate was below the median rate of the funds advised by other advisors with investment strategies comparable to those of the Fund that the Board reviewed. The Board noted that AIM has agreed to waive advisory fees of the Fund and to limit the Fund's total operating expenses, as discussed below. Based on this review, the Board concluded that the advisory fee rate for the Fund under the Advisory Agreement was fair and reasonable. .. Expense limitations and fee waivers. The Board noted that AIM has contractually agreed to waive advisory fees of the Fund through June 30, 2006 to the extent necessary so that the advisory fees payable by the Fund do not exceed a specified maximum advisory fee rate, which maximum rate includes breakpoints and is based on net asset levels. The Board considered the contractual nature of this fee waiver and noted that it remains in effect until June 30, 2006. The Board noted that AIM has contractually agreed to waive fees and/or limit expenses of the Fund through July 31, 2005 in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund. The Board also noted that AIM has voluntarily agreed to waive fees and/or limit expenses of the Fund in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund that is lower than the contractual agreement. The Board considered the contractual and voluntary nature of these fee waivers/expense limitations and noted that the contractual agreement remains in effect through July 31, 2005 and the voluntary agreement can be terminated at any time by AIM without further notice to investors. The Board considered the effect 8 AIM SMALL COMPANY GROWTH FUND these fee waivers/expense limitations would have on the Fund's estimated expenses and concluded that the levels of fee waivers/expense limitations for the Fund were fair and reasonable. .. Breakpoints and economies of scale. The Board reviewed the structure of the Fund's advisory fee under the Advisory Agreement, noting that it includes six breakpoints. The Board reviewed the level of the Fund's advisory fees, and noted that such fees, as a percentage of the Fund's net assets, have decreased as net assets increased because the Advisory Agreement includes breakpoints. The Board noted that, due to the Fund's current asset levels and the way in which the advisory fee breakpoints have been structured, the Fund has yet to fully benefit from the breakpoints. The Board noted that AIM has contractually agreed to waive advisory fees of the Fund through June 30, 2006 to the extent necessary so that the advisory fees payable by the Fund do not exceed a specified maximum advisory fee rate, which maximum rate includes breakpoints and is based on net asset levels. The Board concluded that the Fund's fee levels under the Advisory Agreement therefore reflect economies of scale and that it was not necessary to change the advisory fee breakpoints in the Fund's advisory fee schedule. .. Investments in affiliated money market funds. The Board also took into account the fact that uninvested cash and cash collateral from securities lending arrangements (collectively, "cash balances") of the Fund may be invested in money market funds advised by AIM pursuant to the terms of an SEC exemptive order. The Board found that the Fund may realize certain benefits upon investing cash balances in AIM advised money market funds, including a higher net return, increased liquidity, increased diversification or decreased transaction costs. The Board also found that the Fund will not receive reduced services if it invests its cash balances in such money market funds. The Board noted that, to the extent the Fund invests in affiliated money market funds, AIM has voluntarily agreed to waive a portion of the advisory fees it receives from the Fund attributable to such investment. The Board further determined that the proposed securities lending program and related procedures with respect to the lending Fund is in the best interests of the lending Fund and its respective shareholders. The Board therefore concluded that the investment of cash collateral received in connection with the securities lending program in the money market funds according to the procedures is in the best interests of the lending Fund and its respective shareholders. .. Independent written evaluation and recommendations of the Fund's Senior Officer. The Board noted that, upon their direction, the Senior Officer of the Fund had prepared an independent written evaluation in order to assist the Board in determining the reasonableness of the proposed management fees of the AIM Funds, including the Fund. The Board noted that the Senior Officer's written evaluation had been relied upon by the Board in this regard in lieu of a competitive bidding process. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the Senior Officer's written evaluation and the recommendation made by the Senior Officer to the Board that the Board consider implementing a process to assist them in more closely monitoring the performance of the AIM Funds. The Board concluded that it would be advisable to implement such a process as soon as reasonably practicable. .. Profitability of AIM and its affiliates. The Board reviewed information concerning the profitability of AIM's (and its affiliates') investment advisory and other activities and its financial condition. The Board considered the overall profitability of AIM, as well as the profitability of AIM in connection with managing the Fund. The Board noted that AIM's operations remain profitable, although increased expenses in recent years have reduced AIM's profitability. Based on the review of the profitability of AIM's and its affiliates' investment advisory and other activities and its financial condition, the Board concluded that the compensation to be paid by the Fund to AIM under its Advisory Agreement was not excessive. .. Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate. .. AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement. .. Historical relationship between the Fund and AIM. In determining whether to continue the Advisory Agreement for the Fund, the Board also considered the prior relationship between AIM and the Fund, as well as the Board's knowledge of AIM's operations, and concluded that it was beneficial to maintain the current relationship, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to continue to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services, and that AIM and its affiliates currently are providing satisfactory non-investment advisory services. .. Other factors and current trends. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund. 9 SUPPLEMENT TO ANNUAL REPORT DATED 7/31/05 AIM SMALL COMPANY GROWTH FUND INSTITUTIONAL CLASS SHARES The following information has been prepared to provide Institutional Class shareholders with a performance overview specific to their holdings. Institutional Class shares are offered exclusively to institutional investors, including defined contribution plans that meet certain criteria. - -------------------------------------------------------------------------------- CUMULATIVE TOTAL RETURN For periods ended 7/31/05 Inception (7/13/05) 2.23%* *Return has not been annualized - -------------------------------------------------------------------------------- INSTITUTIONAL CLASS SHARES HAVE NO SALES CHARGE; THEREFORE, PERFORMANCE IS AT NAV. PERFORMANCE OF INSTITUTIONAL CLASS SHARES WILL DIFFER FROM PERFORMANCE OF OTHER SHARE CLASSES DUE TO DIFFERING SALES CHARGES AND CLASS EXPENSES HAD THE ADVISOR NOT WAIVED FEES AND/OR REIMBURSED EXPENSES, PERFORMANCE WOULD HAVE BEEN LOWER. PLEASE NOTE THAT PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. MORE RECENT RETURNS MAY BE MORE OR LESS THAN THOSE SHOWN. ALL RETURNS ASSUME REINVESTMENT OF DISTRIBUTIONS AT NET ASSET VALUE. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO YOUR SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. SEE FULL REPORT FOR INFORMATION ON COMPARATIVE BENCHMARKS. PLEASE CONSULT YOUR FUND PROSPECTUS FOR MORE INFORMATION. FOR THE MOST CURRENT MONTH-END PERFORMANCE, PLEASE CALL 800-451-4246 OR VISIT AIMINVESTMENTS.COM. - -------------------------------------------------------------------------------- NASDAQ Symbol IIEGX - -------------------------------------------------------------------------------- FOR INSTITUTIONAL INVESTOR USE ONLY This material is for institutional investor use only and may not be quoted, reproduced or shown to the public, nor used in written form as sales literature for public use. [YOUR GOALS. OUR SOLUTIONS.] - REGISTERED TRADEMARK - [AIM INVESTMENTS LOGO] AIMINVESTMENTS.COM I-SCG-INS-1-E - REGISTERED TRADEMARK - FINANCIALS SCHEDULE OF INVESTMENTS July 31, 2005
MARKET SHARES VALUE -------------------------------------------------------------- COMMON STOCKS-91.88% AEROSPACE & DEFENSE-2.60% Ceradyne, Inc./(a)/ 175,000 $ 5,577,250 -------------------------------------------------------------- Engineered Support Systems, Inc. 80,000 2,958,400 -------------------------------------------------------------- Essex Corp./(a)/ 157,000 3,289,150 -------------------------------------------------------------- 11,824,800 -------------------------------------------------------------- AGRICULTURAL PRODUCTS-0.66% Corn Products International, Inc. 125,000 3,008,750 -------------------------------------------------------------- ALTERNATIVE CARRIERS-0.59% Cogent Communications Group, Inc./(a)/ 367,900 2,667,275 -------------------------------------------------------------- APPAREL RETAIL-2.21% Aeropostale, Inc./(a)/ 105,000 3,134,250 -------------------------------------------------------------- DSW Inc. -- Class A/(a)/ 19,900 527,350 -------------------------------------------------------------- Gymboree Corp. (The)/(a)/ 120,000 2,025,600 -------------------------------------------------------------- Hot Topic, Inc./(a)/ 160,000 2,726,400 -------------------------------------------------------------- Maidenform Brands, Inc./(a)/ 90,600 1,653,450 -------------------------------------------------------------- 10,067,050 -------------------------------------------------------------- APPLICATION SOFTWARE-4.23% Catapult Communications Corp./(a)/ 75,000 1,222,500 -------------------------------------------------------------- Henry (Jack) & Associates, Inc. 300,000 5,778,000 -------------------------------------------------------------- Hyperion Solutions Corp./(a)/ 50,000 2,353,000 -------------------------------------------------------------- Open Solutions Inc./(a)/ 75,000 1,797,000 -------------------------------------------------------------- Sonic Solutions/(a)(b)/ 125,000 2,400,000 -------------------------------------------------------------- TIBCO Software Inc./(a)/ 303,100 2,330,839 -------------------------------------------------------------- Ulticom, Inc./(a)/ 275,000 3,368,750 -------------------------------------------------------------- 19,250,089 -------------------------------------------------------------- ASSET MANAGEMENT & CUSTODY BANKS-3.71% Affiliated Managers Group, Inc./(a)/ 45,000 3,208,500 -------------------------------------------------------------- Investors Financial Services Corp./(b)/ 175,000 6,023,500 -------------------------------------------------------------- National Financial Partners Corp. 70,000 3,167,500 -------------------------------------------------------------- Nuveen Investments -- Class A 118,000 4,484,000 -------------------------------------------------------------- 16,883,500 -------------------------------------------------------------- AUTO PARTS & EQUIPMENT-1.19% Keystone Automotive Industries, Inc./(a)/ 139,000 3,668,210 -------------------------------------------------------------- Midas, Inc./(a)/ 75,000 1,734,750 -------------------------------------------------------------- 5,402,960 -------------------------------------------------------------- BIOTECHNOLOGY-4.90% Amylin Pharmaceuticals, Inc./(a)(b)/ 98,400 1,836,144 -------------------------------------------------------------- CV Therapeutics, Inc./(a)/ 75,000 2,112,750 -------------------------------------------------------------- Digene Corp./(a)(c)/ 115,000 3,345,350 -------------------------------------------------------------- Incyte Corp./(a)/ 200,000 1,594,000 --------------------------------------------------------------
MARKET SHARES VALUE -------------------------------------------------------------- BIOTECHNOLOGY-(CONTINUED) Martek Biosciences Corp./(a)(c)/ 50,000 $ 2,179,500 -------------------------------------------------------------- Neurocrine Biosciences, Inc./(a)/ 43,300 2,146,814 -------------------------------------------------------------- Nuvelo, Inc./(a)/ 200,000 1,830,000 -------------------------------------------------------------- Orchid Cellmark, Inc./(a)/ 265,000 2,268,400 -------------------------------------------------------------- QLT Inc. (Canada)/(a)/ 332,000 2,831,960 -------------------------------------------------------------- Rigel Pharmaceuticals, Inc./(a)/ 100,000 2,164,500 -------------------------------------------------------------- 22,309,418 -------------------------------------------------------------- BROADCASTING & CABLE TV-1.22% New Frontier Media, Inc./(a)/ 375,000 2,568,750 -------------------------------------------------------------- Radio One, Inc. -- Class D/(a)/ 225,000 2,972,250 -------------------------------------------------------------- 5,541,000 -------------------------------------------------------------- BUILDING PRODUCTS-1.06% Quixote Corp. 132,637 2,696,510 -------------------------------------------------------------- York International Corp. 49,400 2,110,862 -------------------------------------------------------------- 4,807,372 -------------------------------------------------------------- CASINOS & GAMING-0.34% Multimedia Games, Inc./(a)(b)/ 150,000 1,572,000 -------------------------------------------------------------- COMPUTER STORAGE & PERIPHERALS-0.34% Brocade Communications Systems, Inc./(a)/ 350,000 1,568,000 -------------------------------------------------------------- CONSTRUCTION & ENGINEERING-1.34% Infrasource Services Inc./(a)/ 160,000 2,144,000 -------------------------------------------------------------- Perini Corp./(a)/ 225,000 3,962,250 -------------------------------------------------------------- 6,106,250 -------------------------------------------------------------- CONSTRUCTION & FARM MACHINERY & HEAVY TRUCKS-1.75% Astec Industries, Inc./(a)/ 162,200 4,702,178 -------------------------------------------------------------- Terex Corp./(a)/ 67,400 3,263,508 -------------------------------------------------------------- 7,965,686 -------------------------------------------------------------- CONSUMER FINANCE-0.39% ACE Cash Express, Inc./(a)/ 75,000 1,764,750 -------------------------------------------------------------- DATA PROCESSING & OUTSOURCED SERVICES-2.53% Alliance Data Systems Corp./(a)/ 180,000 7,662,600 -------------------------------------------------------------- iPayment Holdings, Inc./(a)/ 100,000 3,871,000 -------------------------------------------------------------- 11,533,600 -------------------------------------------------------------- DISTRIBUTORS-1.15% Design Within Reach Inc./(a)/ 115,000 2,144,750 -------------------------------------------------------------- Source Interlink Cos., Inc./(a)/ 250,000 3,110,000 -------------------------------------------------------------- 5,254,750 --------------------------------------------------------------
F-1
MARKET SHARES VALUE ------------------------------------------------------------ DIVERSIFIED COMMERCIAL & PROFESSIONAL SERVICES-3.18% CoStar Group Inc./(a)/ 60,000 $ 2,850,000 ------------------------------------------------------------ G & K Services, Inc. -- Class A 75,000 2,985,000 ------------------------------------------------------------ Navigant Consulting, Inc./(a)/ 123,000 2,460,000 ------------------------------------------------------------ Pike Electric Corp./(a)/ 225,000 3,246,750 ------------------------------------------------------------ Sirva Inc./(a)(b)/ 275,000 2,926,000 ------------------------------------------------------------ 14,467,750 ------------------------------------------------------------ ELECTRICAL COMPONENTS & EQUIPMENT-1.42% EnerSys/(a)/ 209,500 2,928,810 ------------------------------------------------------------ Ultralife Batteries, Inc./(a)/ 217,900 3,523,443 ------------------------------------------------------------ 6,452,253 ------------------------------------------------------------ ELECTRONIC EQUIPMENT MANUFACTURERS-3.56% Aeroflex Inc./(a)/ 400,000 3,872,000 ------------------------------------------------------------ Cogent Inc./(a)/ 100,000 3,007,000 ------------------------------------------------------------ FARO Technologies, Inc./(a)(b)/ 130,000 3,078,400 ------------------------------------------------------------ Lipman (Israel) 120,000 3,888,000 ------------------------------------------------------------ Photon Dynamics, Inc./(a)(b)/ 125,000 2,366,875 ------------------------------------------------------------ 16,212,275 ------------------------------------------------------------ ELECTRONIC MANUFACTURING SERVICES-0.51% Staktek Holdings Inc./(a)/ 650,000 2,346,500 ------------------------------------------------------------ ENVIRONMENTAL & FACILITIES SERVICES-0.86% Standard Parking Corp./(a)/ 225,000 3,933,000 ------------------------------------------------------------ FOOTWEAR-0.65% Reebok International Ltd./(b)/ 70,000 2,961,000 ------------------------------------------------------------ GENERAL MERCHANDISE STORES-0.71% Tuesday Morning Corp./(a)/ 91,800 3,241,458 ------------------------------------------------------------ HEALTH CARE EQUIPMENT-5.18% Advanced Medical Optics, Inc./(a)/ 125,000 5,196,250 ------------------------------------------------------------ Cantel Medical Corp./(a)(b)/ 120,000 2,101,200 ------------------------------------------------------------ Conceptus Inc./(a)/ 150,000 1,198,500 ------------------------------------------------------------ Cytyc Corp./(a)/ 250,000 6,240,000 ------------------------------------------------------------ Dionex Corp./(a)/ 45,000 2,077,200 ------------------------------------------------------------ PerkinElmer, Inc. 87,500 1,835,750 ------------------------------------------------------------ Vnus Medical Technologies/(a)(b)/ 193,210 2,403,532 ------------------------------------------------------------ Wright Medical Group, Inc./(a)/ 98,000 2,534,280 ------------------------------------------------------------ 23,586,712 ------------------------------------------------------------ HEALTH CARE FACILITIES-0.95% AmSurg Corp./(a)/ 85,000 2,380,850 ------------------------------------------------------------ HealthSouth Corp./(a)/ 365,000 1,956,400 ------------------------------------------------------------ 4,337,250 ------------------------------------------------------------ HEALTH CARE SERVICES-2.44% DaVita, Inc./(a)/ 50,000 2,362,000 ------------------------------------------------------------
MARKET SHARES VALUE ---------------------------------------------------------- HEALTH CARE SERVICES-(CONTINUED) Eclipsys Corp./(a)/ 95,000 $ 1,612,150 ---------------------------------------------------------- Emageon Inc./(a)/ 160,000 2,224,000 ---------------------------------------------------------- Gentiva Health Services, Inc./(a)/ 140,000 2,700,600 ---------------------------------------------------------- HealthExtras, Inc./(a)/ 110,000 2,187,900 ---------------------------------------------------------- 11,086,650 ---------------------------------------------------------- HEALTH CARE SUPPLIES-1.62% Align Technology, Inc./(a)(b)/ 287,400 1,873,848 ---------------------------------------------------------- ev3 Inc./(a)/ 100,000 1,940,000 ---------------------------------------------------------- Gen-Probe Inc./(a)(c)/ 80,500 3,549,245 ---------------------------------------------------------- 7,363,093 ---------------------------------------------------------- HOME FURNISHINGS-0.76% Tempur-Pedic International Inc./(a)/ 200,000 3,442,000 ---------------------------------------------------------- HOMEFURNISHING RETAIL-1.07% Cost Plus, Inc./(a)/ 100,000 2,253,000 ---------------------------------------------------------- Linens 'n Things, Inc./(a)(b)/ 100,000 2,625,000 ---------------------------------------------------------- 4,878,000 ---------------------------------------------------------- HOTELS, RESORTS & CRUISE LINES-0.73% Four Seasons Hotels, Inc. (Canada) 50,000 3,325,000 ---------------------------------------------------------- HOUSEHOLD APPLIANCES-0.97% Blount International, Inc./(a)/ 250,000 4,395,000 ---------------------------------------------------------- INDUSTRIAL GASES-0.49% Airgas, Inc. 75,000 2,212,500 ---------------------------------------------------------- INDUSTRIAL MACHINERY-0.88% Kadant Inc./(a)/ 175,000 3,998,750 ---------------------------------------------------------- INTEGRATED TELECOMMUNICATION SERVICES-0.88% Iowa Telecommunications Services Inc. 175,000 3,321,500 ---------------------------------------------------------- NeuStar, Inc.-- Class A/(a)/ 24,400 683,200 ---------------------------------------------------------- 4,004,700 ---------------------------------------------------------- INTERNET RETAIL-0.93% Blue Nile, Inc./(a)(b)/ 50,000 1,663,000 ---------------------------------------------------------- FTD Group, Inc./(a)/ 225,000 2,576,250 ---------------------------------------------------------- 4,239,250 ---------------------------------------------------------- INTERNET SOFTWARE & SERVICES-1.31% CyberSource Corp./(a)/ 250,000 1,750,000 ---------------------------------------------------------- Kintera Inc./(a)/ 498,156 2,042,440 ---------------------------------------------------------- Websense, Inc./(a)/ 43,200 2,153,088 ---------------------------------------------------------- 5,945,528 ---------------------------------------------------------- IT CONSULTING & OTHER SERVICES-1.30% Perot Systems Corp. -- Class A/(a)/ 175,500 2,471,040 ---------------------------------------------------------- TNS Inc./(a)/ 150,000 3,450,000 ---------------------------------------------------------- 5,921,040 ----------------------------------------------------------
F-2
MARKET SHARES VALUE -------------------------------------------------------------- LEISURE FACILITIES-0.78% Speedway Motorsports, Inc. 90,000 $ 3,554,100 -------------------------------------------------------------- LEISURE PRODUCTS-0.44% K2 Inc./(a)/ 150,000 1,995,000 -------------------------------------------------------------- MANAGED HEALTH CARE-0.26% Molina Healthcare Inc./(a)/ 50,100 1,199,394 -------------------------------------------------------------- METAL & GLASS CONTAINERS-0.51% Crown Holdings, Inc./(a)/ 146,000 2,305,340 -------------------------------------------------------------- MOVIES & ENTERTAINMENT-1.38% Regal Entertainment Group -- Class A/(b)/ 325,000 6,275,750 -------------------------------------------------------------- OFFICE SERVICES & SUPPLIES-0.92% Mine Safety Appliances Co. 69,100 3,378,990 -------------------------------------------------------------- PeopleSupport, Inc./(a)/ 86,500 829,535 -------------------------------------------------------------- 4,208,525 -------------------------------------------------------------- OIL & GAS DRILLING-1.88% Atwood Oceanics, Inc./(a)(c)/ 40,000 2,726,800 -------------------------------------------------------------- Rowan Cos., Inc./(c)/ 70,000 2,391,200 -------------------------------------------------------------- Todco -- Class A/(a)(c)/ 50,000 1,535,500 -------------------------------------------------------------- Unit Corp./(a)(c)/ 40,000 1,900,000 -------------------------------------------------------------- 8,553,500 -------------------------------------------------------------- OIL & GAS EQUIPMENT & SERVICES-1.71% Input/Output, Inc./(a)(b)/ 525,000 3,801,000 -------------------------------------------------------------- Key Energy Services, Inc./(a)/ 176,200 2,308,220 -------------------------------------------------------------- Maverick Tube Corp./(a)/ 50,000 1,658,500 -------------------------------------------------------------- 7,767,720 -------------------------------------------------------------- OIL & GAS EXPLORATION & PRODUCTION-1.66% Barrett (Bill) Corp./(a)/ 150,000 4,798,500 -------------------------------------------------------------- Spinnaker Exploration Co./(a)(c)/ 70,000 2,746,800 -------------------------------------------------------------- 7,545,300 -------------------------------------------------------------- OIL & GAS REFINING & MARKETING -0.44% Alon USA Energy, Inc./(a)/ 112,700 2,000,425 -------------------------------------------------------------- PACKAGED FOODS & MEATS-1.90% Diamond Foods, Inc./(a)/ 90,100 1,995,715 -------------------------------------------------------------- Premium Standard Farms, Inc. 175,000 2,625,000 -------------------------------------------------------------- Sanderson Farms, Inc. 45,000 1,939,050 -------------------------------------------------------------- TreeHouse Foods, Inc./(a)/ 68,000 2,079,440 -------------------------------------------------------------- 8,639,205 -------------------------------------------------------------- PHARMACEUTICALS-4.09% Andrx Corp./(a)/ 165,000 3,060,750 -------------------------------------------------------------- Medicis Pharmaceutical Corp. -- Class A 143,100 4,853,952 -------------------------------------------------------------- MGI Pharma, Inc./(a)/ 164,000 4,477,200 -------------------------------------------------------------- Par Pharmaceutical Cos. Inc./(a)/ 67,500 1,580,850 -------------------------------------------------------------- Salix Pharmaceuticals, Ltd./(a)/ 100,000 1,930,000 -------------------------------------------------------------- Valeant Pharmaceuticals International 138,500 2,732,605 -------------------------------------------------------------- 18,635,357 --------------------------------------------------------------
MARKET SHARES VALUE ------------------------------------------------------------ REGIONAL BANKS-2.55% East West Bancorp, Inc. 110,000 $ 3,795,000 ------------------------------------------------------------ Nara Bancorp, Inc. 165,600 2,573,424 ------------------------------------------------------------ South Financial Group, Inc. (The) 54,300 1,572,528 ------------------------------------------------------------ UCBH Holdings, Inc. 200,000 3,654,000 ------------------------------------------------------------ 11,594,952 ------------------------------------------------------------ RESTAURANTS-1.15% CKE Restaurants, Inc. 260,000 3,369,600 ------------------------------------------------------------ Ruby Tuesday, Inc. 75,000 1,876,500 ------------------------------------------------------------ 5,246,100 ------------------------------------------------------------ SEMICONDUCTOR EQUIPMENT-1.20% Mattson Technology, Inc./(a)(b)/ 375,000 3,187,500 ------------------------------------------------------------ Rudolph Technologies, Inc./(a)/ 150,000 2,286,000 ------------------------------------------------------------ 5,473,500 ------------------------------------------------------------ SEMICONDUCTORS-2.30% Hittite Microwave Corp./(a)/ 112,600 2,182,188 ------------------------------------------------------------ Integrated Device Technology, Inc./(a)/ 350,000 4,046,000 ------------------------------------------------------------ Semtech Corp./(a)/ 125,000 2,295,000 ------------------------------------------------------------ Sigmatel Inc./(a)/ 97,100 1,944,913 ------------------------------------------------------------ 10,468,101 ------------------------------------------------------------ SPECIALIZED CONSUMER SERVICES-1.11% Jackson Hewitt Tax Service Inc. 200,000 5,062,000 ------------------------------------------------------------ SPECIALIZED FINANCE-1.18% Marlin Business Services Inc./(a)/ 120,000 2,670,000 ------------------------------------------------------------ Primus Guaranty, Ltd. (Bermuda)/(a)(b)/ 200,000 2,718,000 ------------------------------------------------------------ 5,388,000 ------------------------------------------------------------ SPECIALTY STORES-1.25% Gander Mountain Co./(a)(b)/ 125,000 1,433,750 ------------------------------------------------------------ Golf Galaxy, Inc./(a)/ 42,100 783,481 ------------------------------------------------------------ PETCO Animal Supplies, Inc./(a)/ 125,000 3,483,750 ------------------------------------------------------------ 5,700,981 ------------------------------------------------------------ SYSTEMS SOFTWARE-0.39% Micromuse Inc./(a)/ 310,600 1,754,890 ------------------------------------------------------------ TECHNOLOGY DISTRIBUTORS-0.49% PC Connection, Inc./(a)/ 405,600 2,238,912 ------------------------------------------------------------ THRIFTS & MORTGAGE FINANCE-2.33% BankUnited Financial Corp. -- Class A 113,300 2,991,120 ------------------------------------------------------------ Commercial Capital Bancorp, Inc. 175,000 3,472,000 ------------------------------------------------------------ Franklin Bank Corp./(a)/ 225,000 4,133,250 ------------------------------------------------------------ 10,596,370 ------------------------------------------------------------ TRADING COMPANIES & DISTRIBUTORS-1.35% Watsco, Inc. 60,000 2,841,600 ------------------------------------------------------------ WESCO International, Inc./(a)/ 97,000 3,303,820 ------------------------------------------------------------ 6,145,420 ------------------------------------------------------------ Total Common Stocks (Cost $386,767,176) 418,225,801 ------------------------------------------------------------
F-3
MARKET SHARES VALUE ----------------------------------------------------------------------------- MONEY MARKET FUNDS-8.96% Premier Portfolio-Institutional Class (Cost $40,793,489)/(d)/ 40,793,489 $ 40,793,489 ----------------------------------------------------------------------------- TOTAL INVESTMENTS-100.84% (excluding investments purchased with cash collateral from securities loaned) (Cost $427,560,665) 459,019,290 ----------------------------------------------------------------------------- INVESTMENTS PURCHASED WITH CASH COLLATERAL FROM SECURITIES LOANED MONEY MARKET FUNDS-4.03% Premier Portfolio-Institutional Class/(d)(e)/ 18,334,224 18,334,224 ----------------------------------------------------------------------------- Total Money Market Funds (purchased with cash collateral from securities loaned) (Cost $18,334,224) 18,334,224 ----------------------------------------------------------------------------- TOTAL INVESTMENTS-104.87% (Cost $445,894,889) 477,353,514 ----------------------------------------------------------------------------- OTHER ASSETS LESS LIABILITIES-(4.87%) (22,146,898) ----------------------------------------------------------------------------- NET ASSETS-100.00% $455,206,616 -----------------------------------------------------------------------------
Notes to Schedule of Investments: /(a)/Non-income producing security. /(b)/All or a portion of this security has been pledged as collateral for securities lending transactions at July 31, 2005. /(c)/A portion of this security is subject to call options written. See Note 1F and Note 9. /(d)/The money market fund and the Fund are affiliated by having the same investment advisor. See Note 3. /(e)/The security has been segregated to satisfy the forward commitment to return the cash collateral received in securities lending transactions upon the borrower's return of the securities loaned. See Note 8. See accompanying Notes to Financial Statements which are an integral part of the financial statements. F-4 STATEMENT OF ASSETS AND LIABILITIES July 31, 2005
ASSETS: Investments, at market value (cost $386,767,176)* $ 418,225,801 - ------------------------------------------------------------------------------------ Investments in affiliated money market funds (cost $59,127,713) 59,127,713 - ------------------------------------------------------------------------------------ Total investments (cost $445,894,889) 477,353,514 - ------------------------------------------------------------------------------------ Receivables for: Investments sold 14,148,869 - ------------------------------------------------------------------------------------ Fund shares sold 3,320,336 - ------------------------------------------------------------------------------------ Dividends 121,519 - ------------------------------------------------------------------------------------ Investment for trustee deferred compensation and retirement plans 102,159 - ------------------------------------------------------------------------------------ Other assets 50,123 - ------------------------------------------------------------------------------------ Total assets 495,096,520 - ------------------------------------------------------------------------------------ LIABILITIES: Payables for: Investments purchased 18,629,183 - ------------------------------------------------------------------------------------ Fund shares reacquired 1,764,804 - ------------------------------------------------------------------------------------ Options written, at market value (premiums received $514,313) 656,930 - ------------------------------------------------------------------------------------ Trustee deferred compensation and retirement plans 134,627 - ------------------------------------------------------------------------------------ Collateral upon return of securities loaned 18,334,224 - ------------------------------------------------------------------------------------ Accrued distribution fees 88,850 - ------------------------------------------------------------------------------------ Accrued trustees' and officer's fees and benefits 1,393 - ------------------------------------------------------------------------------------ Accrued transfer agent fees 187,387 - ------------------------------------------------------------------------------------ Accrued operating expenses 92,506 - ------------------------------------------------------------------------------------ Total liabilities 39,889,904 - ------------------------------------------------------------------------------------ Net assets applicable to shares outstanding $ 455,206,616 - ------------------------------------------------------------------------------------ NET ASSETS CONSIST OF: Shares of beneficial interest $ 839,723,188 - ------------------------------------------------------------------------------------ Undistributed net investment income (loss) (136,814) - ------------------------------------------------------------------------------------ Undistributed net realized gain (loss) from investment securities, futures contracts and option contracts (415,695,766) - ------------------------------------------------------------------------------------ Unrealized appreciation of investment securities and option contracts 31,316,008 - ------------------------------------------------------------------------------------ $ 455,206,616 - ------------------------------------------------------------------------------------
NET ASSETS: Class A $ 16,593,630 ------------------------------------------------------------ Class B $ 5,368,764 ------------------------------------------------------------ Class C $ 2,853,337 ------------------------------------------------------------ Class K $ 4,200,543 ------------------------------------------------------------ Investor Class $407,557,179 ------------------------------------------------------------ Institutional Class $ 18,633,163 ------------------------------------------------------------ SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE, UNLIMITED NUMBER OF SHARES AUTHORIZED: Class A 1,254,290 ------------------------------------------------------------ Class B 414,329 ------------------------------------------------------------ Class C 230,281 ------------------------------------------------------------ Class K 318,529 ------------------------------------------------------------ Investor Class 30,769,597 ------------------------------------------------------------ Institutional Class 1,404,605 ------------------------------------------------------------ Class A: Net asset value per share $ 13.23 ------------------------------------------------------------ Offering price per share: (Net asset value of $13.23 / 94.50%) $ 14.00 ------------------------------------------------------------ Class B: Net asset value and offering price per share $ 12.96 ------------------------------------------------------------ Class C: Net asset value and offering price per share $ 12.39 ------------------------------------------------------------ Class K: Net asset value and offering price per share $ 13.19 ------------------------------------------------------------ Investor Class: Net asset value and offering price per share $ 13.25 ------------------------------------------------------------ Institutional Class: Net asset value and offering price per share $ 13.27 ------------------------------------------------------------
* At July 31, 2005, securities with an aggregate market value of $17,833,426 were on loan to brokers. See accompanying Notes to Financial Statements which are an integral part of the financial statements. F-5 STATEMENT OF OPERATIONS For the year ended July 31, 2005
INVESTMENT INCOME: Dividends (net of foreign withholding tax of $1,386) $ 1,366,889 - ---------------------------------------------------------------------------------------------- Dividends from affiliated money market funds (includes securities lending income of $114,364 after compensation to counterparties of $443,344) 760,994 - ---------------------------------------------------------------------------------------------- Total investment income 2,127,883 - ---------------------------------------------------------------------------------------------- EXPENSES: Advisory fees 3,721,889 - ---------------------------------------------------------------------------------------------- Administrative services fees 159,834 - ---------------------------------------------------------------------------------------------- Custodian fees 65,587 - ---------------------------------------------------------------------------------------------- Distribution fees: Class A 41,427 - ---------------------------------------------------------------------------------------------- Class B 47,089 - ---------------------------------------------------------------------------------------------- Class C 26,101 - ---------------------------------------------------------------------------------------------- Class K 306,133 - ---------------------------------------------------------------------------------------------- Investor Class 1,074,521 - ---------------------------------------------------------------------------------------------- Transfer agent fees -- A, B, C, K & Investor 1,924,229 - ---------------------------------------------------------------------------------------------- Transfer agent fees -- Institutional 397 - ---------------------------------------------------------------------------------------------- Trustees' and officer's fees and benefits 33,304 - ---------------------------------------------------------------------------------------------- Other 376,389 - ---------------------------------------------------------------------------------------------- Total expenses 7,776,900 - ---------------------------------------------------------------------------------------------- Less:Fees waived, expenses reimbursed and expense offset arrangements (88,653) - ---------------------------------------------------------------------------------------------- Net expenses 7,688,247 - ---------------------------------------------------------------------------------------------- Net investment income (loss) (5,560,364) - ---------------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) FROM INVESTMENT SECURITIES, FUTURES CONTRACTS AND OPTION CONTRACTS: Net realized gain (loss) from: Investment securities (includes gains from securities sold to affiliates of $4,428,748) 111,953,751 - ---------------------------------------------------------------------------------------------- Futures contracts (2,227,061) - ---------------------------------------------------------------------------------------------- Option contracts written 875,120 - ---------------------------------------------------------------------------------------------- 110,601,810 - ---------------------------------------------------------------------------------------------- Change in net unrealized appreciation (depreciation) of: Investment securities 9,089,237 - ---------------------------------------------------------------------------------------------- Option contracts written (142,617) - ---------------------------------------------------------------------------------------------- 8,946,620 - ---------------------------------------------------------------------------------------------- Net gain from investment securities, futures contracts and option contracts 119,548,430 - ---------------------------------------------------------------------------------------------- Net increase in net assets resulting from operations $113,988,066 - ----------------------------------------------------------------------------------------------
See accompanying Notes to Financial Statements which are an integral part of the financial statements. F-6 STATEMENT OF CHANGES IN NET ASSETS For the years ended July 31, 2005 and 2004
2005 - ------------------------------------------------------------------------------------------------------------------------------- OPERATIONS: Net investment income (loss) $ (5,560,364) - ------------------------------------------------------------------------------------------------------------------------------- Net realized gain from investment securities, futures contracts and option contracts 110,601,810 - ------------------------------------------------------------------------------------------------------------------------------- Change in net unrealized appreciation (depreciation) of investment securities and option contracts 8,946,620 - ------------------------------------------------------------------------------------------------------------------------------- Net increase in net assets resulting from operations 113,988,066 - ------------------------------------------------------------------------------------------------------------------------------- Share transactions-net: Class A 8,749,357 - ------------------------------------------------------------------------------------------------------------------------------- Class B 2,794,627 - ------------------------------------------------------------------------------------------------------------------------------- Class C 395,145 - ------------------------------------------------------------------------------------------------------------------------------- Class K (99,670,690) - ------------------------------------------------------------------------------------------------------------------------------- Investor Class (191,876,676) - ------------------------------------------------------------------------------------------------------------------------------- Institutional Class 18,196,801 - ------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from share transactions (261,411,436) - ------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net assets (147,423,370) - ------------------------------------------------------------------------------------------------------------------------------- NET ASSETS: Beginning of year 602,629,986 - ------------------------------------------------------------------------------------------------------------------------------- End of year (including undistributed net investment income (loss) of $(136,814) and $(74,383), respectively) $ 455,206,616 - -------------------------------------------------------------------------------------------------------------------------------
2004 - ------------------------------------------------------------------------------------------------------------------------------ OPERATIONS: Net investment income (loss) $ (11,521,342) - ------------------------------------------------------------------------------------------------------------------------------ Net realized gain from investment securities, futures contracts and option contracts 220,313,063 - ------------------------------------------------------------------------------------------------------------------------------ Change in net unrealized appreciation (depreciation) of investment securities and option contracts (127,383,246) - ------------------------------------------------------------------------------------------------------------------------------ Net increase in net assets resulting from operations 81,408,475 - ------------------------------------------------------------------------------------------------------------------------------ Share transactions-net: Class A (1,089,987) - ------------------------------------------------------------------------------------------------------------------------------ Class B 1,459,096 - ------------------------------------------------------------------------------------------------------------------------------ Class C (110,783) - ------------------------------------------------------------------------------------------------------------------------------ Class K (4,481,287) - ------------------------------------------------------------------------------------------------------------------------------ Investor Class (468,340,735) - ------------------------------------------------------------------------------------------------------------------------------ Institutional Class -- - ------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net assets resulting from share transactions (472,563,696) - ------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in net assets (391,155,221) - ------------------------------------------------------------------------------------------------------------------------------ NET ASSETS: Beginning of year 993,785,207 - ------------------------------------------------------------------------------------------------------------------------------ End of year (including undistributed net investment income (loss) of $(136,814) and $(74,383), respectively) $ 602,629,986 - ------------------------------------------------------------------------------------------------------------------------------
See accompanying Notes to Financial Statements which are an integral part of the financial statements. F-7 NOTES TO FINANCIAL STATEMENTS July 31, 2005 NOTE 1--SIGNIFICANT ACCOUNTING POLICIES AIM Small Company Growth Fund, formerly INVESCO Small Company Growth Fund, (the "Fund") is a series portfolio of AIM Stock Funds (the "Trust"). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end series management investment company consisting of three separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The Fund currently offers multiple classes of shares. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Effective as of the close of business on April 1, 2002, the Fund limited public sales of its Investor Class shares to certain investors. Effective as of the close of business on August 15, 2005, the Fund is limiting public sales of its Class K shares to certain investors. The Fund's investment objective is to seek long-term capital growth. Each company listed in the Schedule of Investments is organized in the United States of America unless otherwise noted. Under the Trust's organizational documents, each Trustee, officer, employee or other agent of the Trust (including the Trust's investment manager) is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund has not had prior claims or losses pursuant to these contracts. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements. A. SECURITY VALUATIONS -- Securities, including restricted securities, are valued according to the following policy. A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales on a particular day, the security is valued at the closing bid price on that day. Each security traded in the over-the-counter market (but not securities reported on the NASDAQ National Market System) is valued on the basis of prices furnished by independent pricing services, which may be considered fair valued, or market makers. Each security reported on the NASDAQ National Market System is valued at the NASDAQ Official Closing Price ("NOCP") as of the close of the customary trading session on the valuation date or absent a NOCP, at the closing bid price. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and the ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally will be valued 15 minutes after the close of the customary trading session of the New York Stock Exchange ("NYSE"). Investments in open-end registered investment companies and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in closed-end registered investment companies that trade on an exchange are valued at the last sales price as of the close of the customary trading session on the exchange where the security is principally traded. Debt obligations (including convertible bonds) are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations having 60 days or less to maturity and commercial paper are valued at amortized cost which approximates market value. Securities for which market prices are not provided by any of the above methods are valued based upon quotes furnished by independent sources and are valued at the last bid price in the case of equity securities and in the case of debt obligations, the mean between the last bid and asked prices. Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. Generally, trading in foreign securities is substantially completed each day at various times prior to the close of the NYSE. The values of such securities used in computing the net asset value of the Fund's shares are determined as of the close of the respective markets. Events affecting the values of such foreign securities may occur between the times at which the particular foreign market closes and the close of the customary trading session of the NYSE which would not ordinarily be reflected in the computation of the Fund's net asset value. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current market value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, ADRs and domestic and foreign index futures. Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security's fair value. B. SECURITIES TRANSACTIONS AND INVESTMENT INCOME -- Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date. F-8 Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund's net asset value and, accordingly, they reduce the Fund's total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the advisor. The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class. C. DISTRIBUTIONS -- Distributions from income and net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to use a portion of the proceeds from redemptions as distributions for federal income tax purposes. D. FEDERAL INCOME TAXES -- The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and, as such, will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) which is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements. E. EXPENSES -- Fees provided for under the Rule 12b-1 plan of a particular class of the Fund are charged to the operations of such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses attributable to the Institutional Class are charged to such class. Transfer agency fees and expenses and other shareholder recordkeeping fees and expenses relating to all other classes are allocated among those classes based on relative net assets. All other expenses are allocated among the classes based on relative net assets. F. COVERED CALL OPTIONS -- The Fund may write call options, on a covered basis; that is, the Fund will own the underlying security. When the Fund writes a covered call option, an amount equal to the premium received by the Fund is recorded as an asset and an equivalent liability. The amount of the liability is subsequently "marked-to-market" to reflect the current market value of the option written. The current market value of a written option is the mean between the last bid and asked prices on that day. If a written call option expires on the stipulated expiration date, or if the Fund enters into a closing purchase transaction, the Fund realizes a gain (or a loss if the closing purchase transaction exceeds the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is extinguished. If a written option is exercised, the Fund realizes a gain or a loss from the sale of the underlying security and the proceeds of the sale are increased by the premium originally received. A risk in writing a call option is that the Fund gives up the opportunity for profit if the market price of the security increases and the option is exercised. G. PUT OPTIONS -- The Fund may purchase put options. By purchasing a put option, the Fund obtains the right (but not the obligation) to sell the option's underlying instrument at a fixed strike price. In return for this right, the Fund pays an option premium. The option's underlying instrument may be a security or a futures contract. Put options may be used by the Fund to hedge securities it owns by locking in a minimum price at which the Fund can sell. If security prices fall, the put option could be exercised to offset all or a portion of the Fund's resulting losses. At the same time, because the maximum the Fund has at risk is the cost of the option, purchasing put options does not eliminate the potential for the Fund to profit from an increase in the value of the securities hedged. A risk in buying an option is that the Fund pays a premium whether or not the option is exercised. In addition, there can be no assurance that a liquid secondary market will exist for any option purchased or sold. H. FUTURES CONTRACTS -- The Fund may purchase or sell futures contracts as a hedge against changes in market conditions. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities as collateral for the account of the broker (the Fund's agent in acquiring the futures position). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by "marking to market" on a daily basis to reflect the market value of the contracts at the end of each day's trading. Variation margin payments are made or received depending upon whether unrealized gains or losses are incurred. When the contracts are closed, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund's basis in the contract. If the Fund were unable to liquidate a futures contract and/or enter into an offsetting closing transaction, the Fund would continue to be subject to market risk with respect to the value of the contracts and continue to be required to maintain the margin deposits on the I. COLLATERAL -- To the extent the Fund has pledged or segregated a security as collateral and that security is subsequently sold, it is the Fund's practice to replace such collateral no later than the next business day. This practice does not apply to securities pledged as collateral for securities lending transactions. NOTE 2--ADVISORY FEES AND OTHER FEES PAID TO AFFILIATES The Trust has entered into a master investment advisory agreement with A I M Advisors, Inc. ("AIM"). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to AIM based on the annual rate of the Fund's average net assets as follows:
AVERAGE NET ASSETS RATE ---------------------------------------------------- First $350 million 0.75% ---------------------------------------------------- Next $350 million 0.65% ---------------------------------------------------- Next $1.3 billion 0.55% ---------------------------------------------------- Next $2 billion 0.45% ---------------------------------------------------- Next $2 billion 0.40% ---------------------------------------------------- Next $2 billion 0.375% ---------------------------------------------------- Over $8 billion 0.35% ----------------------------------------------------
F-9 Under the terms of a master sub-advisory agreement between AIM with INVESCO Institutional (N.A.), Inc. ("INVESCO"), AIM paid INVESCO 40% of the fee paid by the Fund to AIM. This sub-advisory agreement expired on September 30, 2004. AIM has voluntarily agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual operating expenses (excluding certain items discussed below) of Class A, Class B, Class C, Class K, Investor Class and Institutional Class shares to 1.50%, 2.25%, 2.25%, 1.70%, 1.50% and 1.25% of average daily net assets, respectively. Also, AIM has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual operating expenses (excluding certain items discussed below) of Class A, Class B, Class C, Class K, Investor Class and Institutional Class shares to 1.90%, 2.65%, 2.65%, 2.10%, 1.90% and 1.65% of average daily net assets, respectively, through July 31, 2006. In determining the advisor's obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses to exceed the limits stated above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items (these are expenses that are not anticipated to arise from the Fund's day-to-day operations), or items designated as such by the Fund's Board of Trustees; (v) expenses related to a merger or reorganization, as approved by the Fund's Board of Trustees; and (vi) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Currently, in addition to the expense reimbursement arrangement with AMVESCAP PLC ("AMVESCAP") described more fully below, the expense offset arrangements from which the Fund may benefit are in the form of credits that the Fund receives from banks where the Fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the Fund. AIM did not waive fees and/or reimburse expenses during the period under this expense limitation. Further, AIM has voluntarily agreed to waive advisory fees of the Fund in the amount of 25% of the advisory fee AIM receives from the affiliated money market funds on investments by the Fund in such affiliated money market funds (excluding investments made in affiliated money market funds with cash collateral from securities loaned by the fund). AIM is also voluntarily waiving a portion of the advisory fee payable by the Fund equal to the difference between the income earned from investing in the affiliated money market fund and the hypothetical income earned from investing in an appropriate comparative benchmark. Voluntary fee waivers or reimbursements may be modified or discontinued at any time upon consultation with the Board of Trustees without further notice to investors. For the year ended July 31, 2005, AIM waived fees of $10,627. At the request of the Trustees of the Trust, AMVESCAP agreed to reimburse expenses incurred by the Fund in connection with market timing matters in the AIM Funds, which may include legal, audit, shareholder reporting, communications and trustee expenses. These expenses along with the related expense reimbursement, are included in the Statement of Operations. For the year ended July 31, 2005, AMVESCAP reimbursed expenses of the Fund in the amount of $63,733. The Fund, pursuant to a master administrative services agreement with AIM, has agreed to pay AIM for certain administrative costs incurred in providing accounting services to the Fund. Pursuant to such agreement, for the year ended July 31, 2005, AIM was paid $159,834. The Fund, pursuant to a transfer agency and service agreement, has agreed to pay AIM Investment Services, Inc. ("AISI") a fee for providing transfer agency and shareholder services to the Fund and reimburse AISI for certain expenses incurred by AISI in the course of providing such services. AISI may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. For the year ended July 31, 2005, the Fund paid AISI $1,924,229 for Class A, Class B, Class C, Class K and Investor Class share classes and $397 for Institutional Class shares. The Trust has entered into master distribution agreements with A I M Distributors, Inc. ("ADI") to serve as the distributor for the Class A, Class B, Class C, Class K, Investor Class and Institutional Class shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Class A, Class B, Class C, Class K and Investor Class shares (collectively the "Plans"). The Fund, pursuant to the Class A, Class B, Class C and Class K Plans, pays ADI compensation at the annual rate of 0.25% of the Fund's average daily net assets of Class A shares, 1.00% of the average daily net assets of Class B and Class C shares and 0.45% of the average daily net assets of Class K shares. Prior to July 1, 2005, the Fund paid ADI 0.35% of the average daily net assets of Class A shares. The Fund, pursuant to the Investor Class Plan, pays ADI for its allocated share of expenses incurred pursuant to the Investor Class Plan for the period, up to a maximum annual rate of 0.25% of the average daily net assets of the Investor Class shares. Of these amounts, up to 0.25% of the average daily net assets of the Class A, Class B, Class C, Class K or Investor Class shares may be paid to furnish continuing personal shareholder services to customers who purchase and own shares of such classes. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. National Association of Securities Dealers ("NASD") Rules impose a cap on the total sales charges, including asset-based sales charges that may be paid by any class of shares of the Fund. Pursuant to the Plans, for the year ended July 31, 2005, the Class A, Class B, Class C, Class K and Investor Class shares paid $41,427, $47,089, $26,101, $306,133 and $1,074,521, respectively. Front-end sales commissions and contingent deferred sales charges ("CDSC") (collectively the "sales charges") are not recorded as expenses of the Fund. Front-end sales commissions are deducted from proceeds from the sales of Fund shares prior to investment in Class A shares of the Fund. CDSC are deducted from redemption proceeds prior to remittance to the shareholder. For the year ended July 31, 2005 ADI advised the Fund that it retained $8,395 in front-end sales commissions from the sale of Class A shares and $0, $2,587, $236 and $0 from Class A, Class B, Class C and Class K shares, respectively, for CDSC imposed upon redemptions by shareholders. Certain officers and trustees of the Trust are officers and directors of AIM, AISI and/or ADI. F-10 NOTE 3--INVESTMENTS IN AFFILIATES The Fund is permitted, pursuant to an exemptive order from the Securities and Exchange Commission ("SEC"), to invest daily available cash balances and cash collateral from securities lending transactions in affiliated money market funds. The Fund and the money market funds below have the same investment advisor and therefore, are considered to be affiliated. The tables below show the transactions in and earnings from investments in affiliated money market funds for the year ended July 31, 2005. INVESTMENTS OF DAILY AVAILABLE CASH BALANCES:
CHANGE IN MARKET UNREALIZED MARKET VALUE PURCHASES PROCEEDS APPRECIATION VALUE DIVIDEND REALIZED FUND 07/31/04 AT COST FROM SALES (DEPRECIATION) 07/31/05 INCOME GAIN (LOSS) - ------------------------------------------------------------------------------------------------------------------------------- Premier Portfolio -- Institutional Class $3,265,874 $423,014,846 $(385,487,231) $-- $40,793,489 $646,630 $-- - -------------------------------------------------------------------------------------------------------------------------------
INVESTMENTS OF CASH COLLATERAL FROM SECURITIES LENDING TRANSACTIONS:
CHANGE IN MARKET UNREALIZED MARKET VALUE PURCHASES PROCEEDS APPRECIATION VALUE DIVIDEND REALIZED FUND 07/31/04 AT COST FROM SALES (DEPRECIATION) 07/31/05 INCOME* GAIN (LOSS) - -------------------------------------------------------------------------------------------------------------------------------- Premier Portfolio -- Institutional Class $20,058,609 $360,398,301 $(362,122,686) $-- $18,334,224 $114,364 $-- - -------------------------------------------------------------------------------------------------------------------------------- Total $23,324,483 $783,413,147 $(747,609,917) $-- $59,127,713 $760,994 $-- - --------------------------------------------------------------------------------------------------------------------------------
* Net of compensation to counterparties. NOTE 4--SECURITY TRANSACTIONS WITH AFFILIATED FUNDS The Fund is permitted to purchase or sell securities from or to certain other AIM Funds under specified conditions outlined in procedures adopted by the Board of Trustees of the Trust. The procedures have been designed to ensure that any purchase or sale of securities by the Fund from or to another fund or portfolio that is or could be considered an affiliate by virtue of having a common investment advisor (or affiliated investment advisors), common Trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price. Pursuant to these procedures, during the year ended July 31, 2005, the Fund engaged in securities purchases of $21,947,561 and sales of $21,773,491, which resulted in net realized gains of $4,428,748. NOTE 5--EXPENSE OFFSET ARRANGEMENTS The expense offset arrangements are comprised of (i) transfer agency credits which result from balances in Demand Deposit Accounts (DDA) used by the transfer agent for clearing shareholder transactions and (ii) custodian credits which result from periodic overnight cash balances at the custodian. For the year ended July 31, 2005, the Fund received credits from these arrangements, which resulted in the reduction of the Fund's total expenses of $14,293. NOTE 6--TRUSTEES' AND OFFICER'S FEES AND BENEFITS "Trustees' and Officer's Fees and Benefits" include amounts accrued by the Fund to pay remuneration to each Trustee and Officer of the Fund who is not an "interested person" of AIM. Trustees have the option to defer compensation payable by the Fund, and "Trustees' and Officer's Fees and Benefits" also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various AIM Funds in which their deferral accounts shall be deemed to be invested. Finally, current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. "Trustees' and Officer's Fees and Benefits" include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund. During the year ended July 31, 2005, the Fund paid legal fees of $6,039 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust. NOTE 7--BORROWINGS Pursuant to an exemptive order from the SEC, the Fund may participate in an interfund lending facility that AIM has established for temporary borrowings by the AIM Funds. An interfund loan will be made under this facility only if the loan rate (an average of the rate available on bank loans and the rate available on investments in overnight repurchase agreements) is favorable to both the lending fund and the borrowing fund. A loan will be secured by collateral if the Fund's aggregate borrowings from all sources exceeds 10% of the Fund's total assets. To the extent that the loan is required to be secured by collateral, the collateral is marked to market daily to ensure that the market value is at least 102% of the outstanding principal value of the loan. The Fund is a participant in an uncommitted unsecured revolving credit facility with State Street Bank and Trust Company ("SSB"). The Fund may borrow up to the lesser of (i) $125,000,000, or (ii) the limits set by its prospectus for borrowings. The Fund and other funds advised by AIM which are parties to the credit facility can borrow on a first come, first served basis. Principal on each loan outstanding shall bear interest at the bid rate quoted by SSB at the time of the request for the loan. During the year ended July 31, 2005, the Fund did not borrow or lend under the interfund lending facility or borrow under the uncommitted unsecured revolving credit facility. F-11 Additionally, the Fund is permitted to temporarily carry a negative or overdrawn balance in its account with SSB, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (i) leave funds as a compensating balance in the account so the custodian can be compensated by earning the additional interest; or (ii) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and AIM not to exceed the rate contractually agreed upon. NOTE 8--PORTFOLIO SECURITIES LOANED The Fund may lend portfolio securities having a market value up to one-third of the Fund's total assets. Such loans are secured by collateral equal to no less than the market value of the loaned securities determined daily. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its agencies. Cash collateral received in connection with these loans is invested in short-term money market instruments or affiliated money market funds. It is the Fund's policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. The Fund could also experience delays and costs in gaining access to the collateral. The Fund bears the risk of any deficiency in the amount of the collateral available for return to the borrower due to a loss on the collateral invested. At July 31, 2005, securities with an aggregate value of $17,833,426 were on loan to brokers. The loans were secured by cash collateral of $18,334,224 received by the Fund and subsequently invested in an affiliated money market fund. For the year ended July 31, 2005, the Fund received dividends on cash collateral of $114,364 for securities lending transactions, which are net of compensation to counterparties. NOTE 9--OPTION CONTRACTS WRITTEN
TRANSACTIONS DURING THE PERIOD --------------------------------------- CALL OPTION CONTRACTS -------------------- NUMBER OF PREMIUMS CONTRACTS RECEIVED --------------------------------------- Beginning of year -- $ -- --------------------------------------- Written 16,583 1,705,672 --------------------------------------- Closed (3,003) (329,139) --------------------------------------- Exercised (450) (73,137) --------------------------------------- Expired (9,209) (789,083) --------------------------------------- End of year 3,921 $ 514,313 ---------------------------------------
OPEN CALLS OPTIONS WRITTEN AT PERIOD END - ------------------------------------------------------------------------------------------------ CHANGE IN UNREALIZED CONTRACT STRIKE NUMBER OF PREMIUMS MARKET VALUE APPRECIATION MONTH PRICE CONTRACTS RECEIVED 07/31/05 (DEPRECIATION) - ------------------------------------------------------------------------------------------------ Digene Corp. Aug-05 $30.0 600 $ 91,220 $ 60,000 $ 31,220 - ------------------------------------------------------------------------------------------------ Atwood Oceanics, Inc. Sep-05 70.0 400 65,797 89,000 (23,203) - ------------------------------------------------------------------------------------------------ Gen-Probe Inc. Sep-05 45.0 400 84,265 94,000 (9,735) - ------------------------------------------------------------------------------------------------ Market Biosciences Corp. Sep-05 50.0 321 31,145 25,680 5,465 - ------------------------------------------------------------------------------------------------ Rowan Cos., Inc. Sep-05 35.0 600 43,798 97,500 (53,702) - ------------------------------------------------------------------------------------------------ Spinnaker Exploration Co. Sep-05 40.0 700 110,259 120,750 (10,491) - ------------------------------------------------------------------------------------------------ Todco -- Class A Sep-05 30.0 500 40,003 120,000 (79,997) - ------------------------------------------------------------------------------------------------ Unit Corp. Sep-05 50.0 400 47,826 50,000 (2,174) - ------------------------------------------------------------------------------------------------ Total outstanding options written 3,921 $514,313 $656,930 $(142,617) - ------------------------------------------------------------------------------------------------
F-12 NOTE 10--DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF NET ASSETS DISTRIBUTIONS TO SHAREHOLDERS: The fund paid no distributions during the years ended July 31, 2005 and July 31, 2004. TAX COMPONENTS OF NET ASSETS: As of July 31, 2005, the components of net assets on a tax basis were as follows:
2005 ----------------------------------------------------- Unrealized appreciation -- investments $ 30,853,493 ----------------------------------------------------- Temporary book/tax differences (79,848) ----------------------------------------------------- Capital loss carryforward (415,290,217) ----------------------------------------------------- Shares of beneficial interest 839,723,188 ----------------------------------------------------- Total net assets $ 455,206,616 -----------------------------------------------------
The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund's unrealized appreciation (depreciation) difference is attributable primarily to losses on wash sales and the recognition for tax purposes of unrealized gains on passive foreign investment companies. The tax-basis unrealized appreciation (depreciation) on investments amount includes appreciation (depreciation) on option contracts written of $(142,617). The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund's temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan expenses. Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions. The Fund utilized $106,684,898 of capital loss carryforward in the current period to offset net realized capital gain for federal income tax purposes. The Fund has a capital loss carryforward as of July 31, 2005 which expires as follows:
CAPITAL LOSS EXPIRATION CARRYFORWARD* --------------------------------------------- July 31, 2010 $108,383,074 --------------------------------------------- July 31, 2011 306,907,143 --------------------------------------------- Total capital loss carryforward $415,290,217 ---------------------------------------------
* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code. NOTE 11--INVESTMENT SECURITIES The aggregate amount of investment securities (other than short-term securities and money market funds) purchased and sold by the Fund during the year ended July 31, 2005 was $978,130,711 and $1,278,328,340, respectively. At the request of the Trustees, AIM recovered third party research credits during the year ended July 31, 2005, in the amount of $110,888. These research credits were recorded as realized gains.
UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENT SECURITIES ON A TAX BASIS -------------------------------------------------------------------------- Aggregate unrealized appreciation of investment securities $ 45,800,364 -------------------------------------------------------------------------- Aggregate unrealized (depreciation) of investment securities (14,804,254) -------------------------------------------------------------------------- Net unrealized appreciation of investment securities $ 30,996,110 --------------------------------------------------------------------------
Cost of investments for tax purposes is $446,357,404. NOTE 12--RECLASSIFICATION OF PERMANENT DIFFERENCES Primarily as a result of differing book/tax treatment of net operating losses, on July 31, 2005, undistributed net investment income (loss) was increased by $5,497,933, undistributed net realized gain (loss) was decreased by $619,196 and shares of beneficial interest decreased by $4,878,737. This reclassification had no effect on the net assets of the Fund. F-13 NOTE 13--SHARE INFORMATION The Fund currently consists of six different classes of shares: Class A shares, Class B shares, Class C shares, Class K shares, Investor Class shares and Institutional Class shares. Class A shares are sold with a front-end sales charge. Class B shares and Class C shares are sold with CDSC. Class K shares, Investor Class shares and Institutional Class shares are sold at net asset value. Under certain circumstances, Class A shares and Class K shares are subject to CDSC. Generally, Class B shares will automatically convert to Class A shares eight years after the end of the calendar month of purchase.
CHANGES IN SHARES OUTSTANDING - ----------------------------------------------------------------------------------------------------------------- YEAR ENDED JULY 31, ------------------------------------------------------ 2005/(A)/ 2004 -------------------------- -------------------------- SHARES AMOUNT SHARES AMOUNT - ----------------------------------------------------------------------------------------------------------------- Sold: Class A 1,585,421 $ 19,110,253 864,587 $ 9,154,173 - ----------------------------------------------------------------------------------------------------------------- Class B 556,041 6,418,657 164,324 1,842,822 - ----------------------------------------------------------------------------------------------------------------- Class C 223,636 2,445,311 1,766,802 17,696,411 - ----------------------------------------------------------------------------------------------------------------- Class K/(b)/ 428,614 5,100,249 3,093,782 34,174,395 - ----------------------------------------------------------------------------------------------------------------- Investor Class 7,478,089 86,925,322 41,851,952 458,943,231 - ----------------------------------------------------------------------------------------------------------------- Institutional Class/(c)/ 1,405,160 18,204,038 -- -- - ----------------------------------------------------------------------------------------------------------------- Automatic conversion of Class B shares to Class A shares: Class A 22,064 263,439 8,189 92,775 - ----------------------------------------------------------------------------------------------------------------- Class B (22,476) (263,439) (8,305) (92,775) - ----------------------------------------------------------------------------------------------------------------- Reacquired: Class A (900,158) (10,624,335) (962,897) (10,336,935) - ----------------------------------------------------------------------------------------------------------------- Class B (289,813) (3,360,591) (26,636) (290,951) - ----------------------------------------------------------------------------------------------------------------- Class C (186,295) (2,050,166) (1,750,220) (17,807,194) - ----------------------------------------------------------------------------------------------------------------- Class K/(b)/ (9,261,321) (104,770,939) (3,463,825) (38,655,682) - ----------------------------------------------------------------------------------------------------------------- Investor Class (24,140,390) (278,801,998) (83,507,791) (927,283,966) - ----------------------------------------------------------------------------------------------------------------- Institutional Class/(c)/ (555) (7,237) -- -- - ----------------------------------------------------------------------------------------------------------------- (23,101,983) $(261,411,436) (41,970,038) $(472,563,696) - -----------------------------------------------------------------------------------------------------------------
/(a)/There are five entities that are each record owners of more than 5% of the outstanding shares of the Fund and in the aggregate they own 39% of the outstanding shares of the Fund. ADI has an agreement with these entities to sell Fund shares. The Fund, AIM and/or AIM affiliates may make payments to these entities, which are considered to be related to the Fund, for providing services to the Fund, AIM and/or AIM affiliates including but not limited to services such as, securities brokerage, distribution, third party record keeping and account servicing. The Trust has no knowledge as to whether all or any portion of the shares owned of record by these shareholders are also owned beneficially. /(b)/Effective October 21, 2005, Class K shares will convert to Class A shares. /(c)/Institutional Class shares commenced sales on July 13, 2005. F-14 NOTE 14--FINANCIAL HIGHLIGHTS The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.
CLASS A ----------------------------------------------- MARCH 28, 2002 (DATE SALES COMMENCED) TO YEAR ENDED JULY 31, JULY 31, ---------------------------------- 2002 2005 2004 2003 -------------- - -------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 10.49 $10.00 $ 8.41 $ 11.25 - ------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) (0.13)/(a)/ (0.14)/(a)/ (0.01) (0.02)/(a)/ - ------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 2.87 0.63 1.60 (2.82) - ------------------------------------------------------------------------------------------------------------------------- Total from investment operations 2.74 0.49 1.59 (2.84) - ------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 13.23 $10.49 $10.00 $ 8.41 - ------------------------------------------------------------------------------------------------------------------------- Total return/(b)/ 26.12% 4.90% 18.91% (25.24)% - ------------------------------------------------------------------------------------------------------------------------- Ratios/supplemental data: Net assets, end of period (000s omitted) $16,594 $5,737 $6,372 $ 2,607 - ------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.54%/(c)/ 1.60% 1.38% 1.24%/(d)/ - ------------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 1.55%/(c)/ 1.63% 1.38% 1.24%/(d)/ - ------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (1.13)%/(c)/ (1.32)% (0.69)% (0.74)%/(d)/ - ------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate/(e)/ 199% 130% 119% 99% - -------------------------------------------------------------------------------------------------------------------------
/(a)/Calculated using average shares outstanding. /(b)/Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year. /(c)/Ratios are based on average daily net assets of $12,152,828. /(d)/Annualized. /(e)/Not annualized for periods less than one year. F-15 NOTE 14--FINANCIAL HIGHLIGHTS-(CONTINUED)
CLASS B ---------------------------------------------- MARCH 28, 2002 (DATE SALES COMMENCED) TO YEAR ENDED JULY 31, JULY 31, --------------------------------- 2002 2005 2004 2003 -------------- - ------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $10.33 $ 9.91 $ 8.41 $ 11.25 - ------------------------------------------------------------------------------------------------------------------------ Income from investment operations: Net investment income (loss) (0.21)/(a)/ (0.22)/(a)/ (0.07) (0.04)/(a)/ - ------------------------------------------------------------------------------------------------------------------------ Net gains (losses) on securities (both realized and unrealized) 2.84 0.64 1.57 (2.80) - ------------------------------------------------------------------------------------------------------------------------ Total from investment operations 2.63 0.42 1.50 (2.84) - ------------------------------------------------------------------------------------------------------------------------ Net asset value, end of period $12.96 $10.33 $ 9.91 $ 8.41 - ------------------------------------------------------------------------------------------------------------------------ Total return/(b)/ 25.46% 4.24% 17.84% (25.24)% - ------------------------------------------------------------------------------------------------------------------------ Ratios/supplemental data: Net assets, end of period (000s omitted) $5,369 $1,762 $ 408 $ 67 - ------------------------------------------------------------------------------------------------------------------------ Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 2.20%/(c)/ 2.25% 2.25% 2.14%/(d)/ - ------------------------------------------------------------------------------------------------------------------------ Without fee waivers and/or expense reimbursements 2.21%/(c)/ 2.89% 4.00% 2.14%/(d)/ - ------------------------------------------------------------------------------------------------------------------------ Ratio of net investment income (loss) to average net assets (1.79)%/(c)/ (1.97)% (1.61)% (1.68)%/(d)/ - ------------------------------------------------------------------------------------------------------------------------ Portfolio turnover rate/(e)/ 199% 130% 119% 99% - ------------------------------------------------------------------------------------------------------------------------
/(a)/Calculated using average shares outstanding. /(b)/Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year. /(c)/Ratios are based on average daily net assets of $4,708,862. /(d)/Annualized. /(e)/Not annualized for periods less than one year. F-16 NOTE 14--FINANCIAL HIGHLIGHTS-(CONTINUED)
CLASS C --------------------------------------------------------- YEAR ENDED JULY 31, --------------------------------------------------------- 2005 2004 2003 2002 2001 - ---------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 9.88 $ 9.49 $ 8.09 $ 12.54 $ 18.37 - ---------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) (0.20)/(a)/ (0.20)/(a)/ (0.18) (0.18)/(a)/ (0.12)/(b)/ - ---------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 2.71 0.59 1.58 (4.27) (4.78) - ---------------------------------------------------------------------------------------------------------------------------- Total from investment operations 2.51 0.39 1.40 (4.45) (4.90) - ---------------------------------------------------------------------------------------------------------------------------- Less distributions from net realized gains -- -- -- -- (0.93) - ---------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $12.39 $ 9.88 $ 9.49 $ 8.09 $ 12.54 - ---------------------------------------------------------------------------------------------------------------------------- Total return/(c)/ 25.41% 4.11% 17.45% (35.57)% (27.24)% - ---------------------------------------------------------------------------------------------------------------------------- Ratios/supplemental data: Net assets, end of period (000s omitted) $2,853 $1,907 $1,673 $ 1,087 $ 2,034 - ---------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 2.20%/(d)/ 2.25% 2.25% 2.25% 2.13% - ---------------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 2.21%/(d)/ 3.48% 3.55% 2.70% 2.13% - ---------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (1.79)%/(d)/ (1.97)% (1.73)% (1.81)% (1.12)% - ---------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 199% 130% 119% 99% 112% - ----------------------------------------------------------------------------------------------------------------------------
/(a)/Calculated using average shares outstanding. /(b)/The net investment income (loss) per share was calculated after permanent book tax differences, such as net operating losses, were reclassified from accumulated net investment income (loss) to paid in capital. Had net investment income (loss) per share been calculated using the current method, which is before reclassification of net operating losses, net investment income (loss) per share would have been $(0.16) for the year ended July 31, 2001. /(c)/Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges. /(d)/Ratios are based on average daily net assets of $2,610,087. F-17 NOTE 14--FINANCIAL HIGHLIGHTS-(CONTINUED)
CLASS K -------------------------------------------------- DECEMBER 14, 2001 (DATE SALES COMMENCED) TO YEAR ENDED JULY 31, JULY 31, ----------------------------------- 2002 2005 2004 2003 ----------------- - --------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $10.46 $ 9.99 $ 8.43 $ 11.76 - ---------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) (0.14)/(a)/ (0.16)/(a)/ (0.01) (0.05)/(a)/ - ---------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 2.87 0.63 1.57 (3.28) - ---------------------------------------------------------------------------------------------------------------------------- Total from investment operations 2.73 0.47 1.56 (3.33) - ---------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $13.19 $ 10.46 $ 9.99 $ 8.43 - ---------------------------------------------------------------------------------------------------------------------------- Total return/(b)/ 26.10% 4.70% 18.51% (28.32)% - ---------------------------------------------------------------------------------------------------------------------------- Ratios/supplemental data: Net assets, end of period (000s omitted) $4,201 $95,752 $95,105 $66,451 - ---------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.65%/(c)/ 1.70% 1.70% 1.17%/(d)/ - ---------------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 1.66%/(c)/ 1.98% 3.12% 1.17%/(d)/ - ---------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (1.24)%/(c)/ (1.42)% (1.12)% (0.80)%/(d)/ - ---------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate/(e)/ 199% 130% 119% 99% - ----------------------------------------------------------------------------------------------------------------------------
/(a)/Calculated using average shares outstanding. /(b)/Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year. /(c)/Ratios are based on average daily net assets of $68,029,547. /(d)/Annualized. /(e)/Not annualized for periods less than one year. F-18 NOTE 14--FINANCIAL HIGHLIGHTS-(CONTINUED)
INVESTOR CLASS ------------------------------------------------------------------- YEAR ENDED JULY 31, ------------------------------------------------------------------- 2005 2004 2003 2002 2001 - ---------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 10.49 $ 9.99 $ 8.41 $ 12.76 $ 18.50 - ---------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) (0.12)/(a)/ (0.13)/(a)/ (0.00) (0.01)/(b)/ (0.04)/(a)/ - ---------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 2.88 0.63 1.58 (4.34) (4.77) - ---------------------------------------------------------------------------------------------------------------------------- Total from investment operations 2.76 0.50 1.58 (4.35) (4.81) - ---------------------------------------------------------------------------------------------------------------------------- Less distributions from net realized gains -- -- -- -- (0.93) - ---------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 13.25 $ 10.49 $ 9.99 $ 8.41 $ 12.76 - ---------------------------------------------------------------------------------------------------------------------------- Total return/(c)/ 26.31% 5.00% 18.79% (34.09)% (26.53)% - ---------------------------------------------------------------------------------------------------------------------------- Ratios/supplemental data: Net assets, end of period (000s omitted) $407,557 $497,472 $890,227 $800,520 $1,395,113 - ---------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.45%/(d)/ 1.49% 1.50% 1.45% 1.29% - ---------------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 1.46%/(d)/ 1.59% 1.67% 1.45% 1.29% - ---------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (1.04)%/(d)/ (1.21)% (0.94)% (1.01)% (0.28)% - ---------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 199% 130% 119% 99% 112% - ----------------------------------------------------------------------------------------------------------------------------
/(a)/Calculated using average shares outstanding. /(b)/The net investment income (loss) per share was calculated after permanent book tax differences, such as net operating losses, were reclassified from accumulated net investment income (loss) to paid in capital. Had net investment income (loss) per share been calculated using the current method, which is before reclassification of net operating losses, net investment income (loss) per share would have been $(0.12) for the year ended July 31, 2002. /(c)/Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. /(d)/Ratios are based on average daily net assets of $430,553,031.
INSTITUTIONAL CLASS ------------------- JULY 13, 2005 (DATE SALES COMMENCED) TO JULY 31, 2005 - -------------------------------------------------------------------------------- Net asset value, beginning of period $ 12.98 - -------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) (0.00)/(a)/ - -------------------------------------------------------------------------------- Net gains on securities (both realized and unrealized) 0.29 - -------------------------------------------------------------------------------- Total from investment operations 0.29 - -------------------------------------------------------------------------------- Net asset value, end of period $ 13.27 - -------------------------------------------------------------------------------- Total return/(b)/ 2.23% - -------------------------------------------------------------------------------- Ratios/supplemental data: Net assets, end of period (000s omitted) $18,633 - -------------------------------------------------------------------------------- Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 0.77%/(c)/ - -------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 0.78%/(c)/ - -------------------------------------------------------------------------------- Ratio of net investment income (loss) to average net assets (0.36)%/(c)/ - -------------------------------------------------------------------------------- Portfolio turnover rate/(d)/ 199% - --------------------------------------------------------------------------------
/(a)/Calculated using average shares outstanding. /(b)/Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year. /(c)/Ratios are annualized and based on average daily net assets of $13,405,741. /(d)/Not annualized for periods less than one year. F-19 NOTE 15--LEGAL PROCEEDINGS Terms used in the Legal Proceedings Note are defined terms solely for the purpose of this note. SETTLED ENFORCEMENT ACTIONS AND INVESTIGATIONS RELATED TO MARKET TIMING On October 8, 2004, INVESCO Funds Group, Inc. ("IFG") (the former investment advisor to certain AIM Funds), AIM and A I M Distributors, Inc. ("ADI") (the distributor of the retail AIM Funds) reached final settlements with certain regulators, including the Securities and Exchange Commission ("SEC"), the New York Attorney General and the Colorado Attorney General, to resolve civil enforcement actions and/or investigations related to market timing and related activity in the AIM Funds, including those formerly advised by IFG. As part of the settlements, a $325 million fair fund ($110 million of which is civil penalties) has been created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Half of this amount has already been paid to the fair fund pursuant to the terms of the settlement with the remainder due December 31, 2005. Additionally, AIM and ADI created a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by AIM, which was done pursuant to the terms of the settlement. These two fair funds may increase as a result of contributions from third parties who reach final settlements with the SEC or other regulators to resolve allegations of market timing and/or late trading that also may have harmed applicable AIM Funds. These two fair funds will be distributed in accordance with a methodology to be determined by AIM's independent distribution consultant, in consultation with AIM and the independent trustees of the AIM Funds and acceptable to the staff of the SEC. As the methodology is unknown at the present time, management of AIM and the Fund are unable to estimate the impact, if any, that the distribution of these two fair funds may have on the Fund or whether such distribution will have an impact on the Fund's financial statements in the future. At the request of the trustees of the AIM Funds, AMVESCAP PLC ("AMVESCAP"), the parent company of IFG and AIM, has agreed to reimburse expenses incurred by the AIM Funds related to market timing matters. REGULATORY INQUIRIES AND PENDING LITIGATION IFG, AIM, ADI and/or related entities and individuals have received inquiries from numerous regulators in the form of subpoenas or other oral or written requests for information and/or documents related to one or more of the following issues, some of which concern one or more AIM Funds: market timing activity, late trading, fair value pricing, excessive or improper advisory and/or distribution fees, mutual fund sales practices, including revenue sharing and directed-brokerage arrangements, investments in securities of other registered investment companies, contractual plans, issues related to Section 529 college savings plans and procedures for locating lost securityholders. IFG, AIM and ADI are providing full cooperation with respect to these inquiries. As described more fully below, the AIM Funds, IFG, AIM, ADI and/or related entities and individuals are defendants in numerous civil lawsuits related to one or more of these issues. Regulatory actions and/or additional civil lawsuits related to these or other issues may be filed against the AIM Funds, IFG, AIM and/or related entities and individuals in the future. On April 12, 2005, the Attorney General of the State of West Virginia ("WVAG") filed a civil lawsuit against AIM, IFG and ADI, as well as numerous unrelated mutual fund complexes and financial institutions. None of the AIM Funds has been named as a defendant in this lawsuit. The WVAG complaint, filed in the Circuit Court of Marshall County, West Virginia [Civil Action No. 05-C-81], alleges, in substance, that AIM, IFG and ADI engaged in unfair competition and/or unfair or deceptive trade practices by failing to disclose in the prospectuses for the AIM Funds, including those formerly advised by IFG, that they had entered into certain arrangements permitting market timing of such Funds. As a result of the foregoing, the WVAG alleges violations of W. Va. Code (S) 46A-1-101, et seq. (the West Virginia Consumer Credit and Protection Act). The WVAG complaint is seeking, among other things, injunctive relief, civil monetary penalties and a writ of quo warranto against the defendants. If AIM is unsuccessful in its defense of the WVAG lawsuit, it could be barred from serving as an investment advisor for any investment company registered under the Investment Company Act of 1940, as amended (a "registered investment company"). Such results could affect the ability of AIM or any other investment advisor directly or indirectly owned by AMVESCAP, from serving as an investment advisor to any registered investment company, including the Fund. The Fund has been informed by AIM that, if these results occur, AIM will seek exemptive relief from the SEC to permit it to continue to serve as the Fund's investment advisor. There is no assurance that such exemptive relief will be granted. On July 7, 2005, the Supreme Court of West Virginia ruled in the context of a separate lawsuit that the WVAG does not have authority pursuant to W. Va. Code Section 46A-6-104 of the West Virginia Consumer Credit and Protection Act to bring an action based upon conduct that is ancillary to the purchase or sale of securities. AIM intends to seek dismissal of the WVAG's lawsuit against it, IFG and ADI in light of this ruling. On August 30, 2005, the West Virginia Office of the State Auditor--Securities Commission ("WVASC") issued a Summary Order to Cease and Desist and Notice of Right to Hearing to AIM and ADI. The WVASC makes findings of fact that essentially mirror the WVAG's allegations mentioned above and conclusions of law to the effect that AIM and ADI violated the West Virginia securities laws. The WVASC orders AIM and ADI to cease any further violations and seeks to impose monetary sanctions to be determined by the Commissioner. AIM and ADI have the right to contest the WVASC's findings and conclusions, which they intend to do. Civil lawsuits, including purported class action and shareholder derivative suits, have been filed against certain of the AIM Funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging: . that the defendants permitted improper market timing and related activity in the AIM Funds; . that certain AIM Funds inadequately employed fair value pricing; . that the defendants charged excessive advisory and/or distribution fees and failed to pass on to shareholders the perceived savings generated by economies of scale and that the defendants adopted unlawful distribution plans; . that the defendants breached their fiduciary duties by charging distribution fees while AIM Funds and/or specific share classes were closed generally to new investors and/or while other share classes of the same AIM Fund were not charged the same distribution fees; . that the defendants improperly used the assets of the AIM Funds to pay brokers to aggressively promote the sale of the AIM Funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions; and F-20 NOTE 15--LEGAL PROCEEDINGS-(CONTINUED) . that the defendants breached their fiduciary duties by failing to ensure that the AIM Funds participated in class action settlements in which they were eligible to participate (this lawsuit was dismissed by the Court on August 12, 2005). These lawsuits allege as theories of recovery, depending on the lawsuit, violations of various provisions of the Federal and state securities laws and ERISA, negligence, breach of fiduciary duty and/or breach of contract. These lawsuits seek remedies that include, depending on the lawsuit, damages, restitution, injunctive relief, imposition of a constructive trust, removal of certain directors and/or employees, various corrective measures under ERISA, rescission of certain AIM Funds' advisory agreements and/or distribution plans and recovery of all fees paid, an accounting of all fund-related fees, commissions and soft dollar payments, restitution of all commissions and fees paid, and prospective relief in the form of reduced fees. All lawsuits based on allegations of market timing, late trading and related activity have been transferred to the United States District Court for the District of Maryland. On August 25, 2005, the Court issued rulings on the common issues of law presented in defendants' motions to dismiss the shareholder class and derivative complaints. These rulings were issued in the context of the Janus lawsuits, but the Court's legal determinations apply at the omnibus level to all cases within his track, including the AIM and IFG cases. The Court dismissed for failure to make pre-suit demand on the fund board all derivative causes of action but one: the excessive fee claim under Section 36(b) of the Investment Company Act of 1940 (the "1940 Act"), as to which the demand requirement does not apply. The Court dismissed all claims asserted in the class complaint but two: (i) the securities fraud claims under Section 10(b) of the Securities Exchange Act of 1934, and (ii) the excessive fee claim under Section 36(b) of the 1940 Act. In addition, the Court limited plaintiffs' potential recovery on the 36(b) claim to fees attributable to timing assets, as opposed to all fees on funds in which any timing occurred. The question whether the duplicative Section 36(b) claim properly belongs in the derivative complaint or in the class action complaint will be decided at a later date. The Court will subsequently issue an order applying his legal rulings to the allegations in the AIM and IFG complaints. At the present time, management of AIM and the Fund are unable to estimate the impact, if any, that the outcome of the Regulatory Inquiries and Pending Litigation described above may have on AIM, ADI or the Fund. * * * * * * * * * * * * * * * * As a result of the matters discussed above, investors in the AIM Funds might react by redeeming their investments. This might require the AIM Funds to sell investments to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AIM Funds. F-21 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Trustees and Shareholders of AIM Small Company Growth Fund: In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of AIM Small Company Growth Fund, formerly known as INVESCO Small Company Growth Fund, (one of the funds constituting AIM Stock Funds, hereafter referred to as the "Fund") at July 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /S/ PRICEWATERHOUSECOOPERS LLP September 21, 2005 Houston, Texas F-22 OTHER INFORMATION TRUSTEES AND OFFICERS As of July 31, 2005 The address of each trustee and officer of AIM Stock Funds (the "Trust"), is 11 Greenway Plaza, Suite 100, Houston, Texas 77046. Each trustee oversees 109 portfolios in the AIM Funds complex. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust's organizational documents. Column two below includes length of time served with predecessor entities, if any. NAME, YEAR OF BIRTH AND POSITIONS(S) HELD WITH THE TRUSTEE AND/ PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIP(S) TRUST OR OFFICER SINCE DURING PAST 5 YEARS HELD BY TRUSTEE - --------------------------------------------------------------------------------------------------------------------------------- INTERESTED PERSONS - --------------------------------------------------------------------------------------------------------------------------------- Robert H. Graham/1 /-- 1946 2003 Director and Chairman, A I M Management None Trustee, Vice Chair and President Group Inc. (financial services holding company); Director and Vice Chairman, AMVESCAP PLC and Chairman, AMVESCAP PLC -- AIM Division (parent of AIM and a global investment management firm) Formerly: President and Chief Executive Officer, A I M Management Group Inc.; Director, Chairman and President, A I M Advisors, Inc. (registered investment advisor); Director and Chairman, A I M Capital Management, Inc. (registered investment advisor), A I M Distributors, Inc. (registered broker dealer), AIM Investment Services, Inc. (registered transfer agent), and Fund Management Company (registered broker dealer); and Chief Executive Officer, AMVESCAP PLC -- Managed Products - --------------------------------------------------------------------------------------------------------------------------------- Mark H. Williamson/2 /-- 1951 1998 Director, President and Chief Executive None Trustee and Executive Vice President Officer, A I M Management Group Inc.; Director, Chairman and President, A I M Advisors, Inc.; Director, A I M Capital Management, Inc. and A I M Distributors, Inc.; Director and Chairman, AIM Investment Services, Inc., Fund Management Company and INVESCO Distributors, Inc. (registered broker dealer); and Chief Executive Officer, AMVESCAP PLC -- AIM Division (parent of AIM and a global investment management firm) Formerly: Director, Chairman, President and Chief Executive Officer, INVESCO Funds Group, Inc.; President and Chief Executive Officer, INVESCO Distributors, Inc.; Chief Executive Officer, AMVESCAP PLC -- Managed Products - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- INDEPENDENT TRUSTEES - --------------------------------------------------------------------------------------------------------------------------------- Bruce L. Crockett/3 /-- 1944 2003 Chairman, Crockett Technology ACE Limited (insurance Trustee and Chair Associates (technology consulting company); and Captaris, Inc. company) (unified messaging provider) - --------------------------------------------------------------------------------------------------------------------------------- Bob R. Baker -- 1936 1983 Retired None Trustee - --------------------------------------------------------------------------------------------------------------------------------- Frank S. Bayley -- 1939 2003 Retired Badgley Funds, Inc. (registered Trustee investment company Formerly: Partner, law firm of Baker & (2 portfolios)) McKenzie - --------------------------------------------------------------------------------------------------------------------------------- James T. Bunch -- 1942 2000 Co-President and Founder, Green, None Trustee Manning & Bunch Ltd., (investment banking firm); and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation - --------------------------------------------------------------------------------------------------------------------------------- Albert R. Dowden -- 1941 2003 Director of a number of public and None Trustee private business corporations, including the Boss Group Ltd. (private investment and management); Cortland Trust, Inc. (Chairman) (registered investment company (3 portfolios)); Annuity and Life Re (Holdings), Ltd. (insurance company); and CompuDyne Corporation (provider of products and services to the public security market) Formerly: Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; and director of various affiliated Volvo companies - --------------------------------------------------------------------------------------------------------------------------------- Edward K. Dunn, Jr. -- 1935 2003 Retired None Trustee - --------------------------------------------------------------------------------------------------------------------------------- Jack M. Fields -- 1952 2003 Chief Executive Officer, Twenty First Administaff and Discovery Trustee Century Group, Inc. (government affairs Global Education Fund (non- company) (owner) Dos Angelos Ranch, L.P. profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- Carl Frischling -- 1937 2003 Partner, law firm of Kramer Levin Cortland Trust, Inc. (registered Trustee Naftalis and Frankel LLP investment company (3 portfolios)) - --------------------------------------------------------------------------------------------------------------------------------- Gerald J. Lewis -- 1933 2000 Chairman, Lawsuit Resolution Services General Chemical Group, Inc. Trustee (San Diego, California) - --------------------------------------------------------------------------------------------------------------------------------- Prema Mathai-Davis -- 1950 2003 Formerly: Chief Executive Officer, YWCA None Trustee of the USA - ---------------------------------------------------------------------------------------------------------------------------------
/(1)/ Mr. Graham is considered an interested person of the Trust because he is a director of AMVESCAP PLC, parent of the advisor to the Trust. Prior to October 4, 2004, Mr. Graham served as Chairman of the Board. /(2)/ Mr. Williamson is considered an interested person of the Trust because he is an officer and a director of the advisor to, and a director of the principal underwriter of, the Trust. /(3)/ Mr. Crockett was elected Chair of the Board effective October 4, 2004. TRUSTEES AND OFFICERS (CONTINUED) As of July 31, 2005 The address of each trustee and officer of AIM Stock Funds (the "Trust"), is 11 Greenway Plaza, Suite 100, Houston, Texas 77046. Each trustee oversees 109 portfolios in the AIM Funds complex. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust's organizational documents. Column two below includes length of time served with predecessor entities, if any. NAME, YEAR OF BIRTH AND POSITION(S) HELD WITH THE TRUSTEE AND/ PRINCIPAL OCCUPATION(S) DURING PAST 5 OTHER DIRECTORSHIP(S) TRUST OR OFFICER SINCE YEARS HELD BY TRUSTEE - ---------------------------------------------------------------------------------------------------------------------- Lewis F. Pennock -- 1942 2003 Partner, law firm of Pennock & Cooper None Trustee - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- Ruth H. Quigley -- 1935 2003 Retired None Trustee - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- Larry Soll -- 1942 1997 Retired None Trustee - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- OTHER OFFICERS - ---------------------------------------------------------------------------------------------------------------------- Lisa O. Brinkley/4 /-- 1959 2004 Senior Vice President, A I M Management N/A Senior Vice President and Chief Group Inc.; Senior Vice President and Compliance Officer Chief Compliance Officer, A I M Advisors, Inc.; Vice President and Chief Compliance Officer, A I M Capital Management, Inc. and Vice President, A I M Distributors, Inc., AIM Investment Services, Inc. and Fund Management Company Formerly: Senior Vice President and Compliance Director, Delaware Investments Family of Funds and Chief Compliance Officer, A I M Distributors, Inc. - ---------------------------------------------------------------------------------------------------------------------- Russell C. Burk/5 /-- 1958 2005 Formerly: Director of Compliance and N/A Senior Vice President Assistant General Counsel, ICON (Senior Officer) Advisers, Inc.; Financial Consultant, Merrill Lynch; General Counsel and Director of Compliance, ALPS Mutual Funds, Inc. - ---------------------------------------------------------------------------------------------------------------------- Kevin M. Carome -- 1956 2003 Director, Senior Vice President, N/A Senior Vice President, Secretary and Secretary and General Counsel, A I M Chief Legal Officer Management Group Inc. and A I M Advisors, Inc.; Director and Vice President, INVESCO Distributors, Inc.; Vice President, A I M Capital Management, Inc., and AIM Investment Services, Inc.; Vice President and General Counsel, Fund Management Company; and Senior Vice President, A I M Distributors, Inc. Formerly: Senior Vice President and General Counsel, Liberty Financial Companies, Inc.; and Senior Vice President and General Counsel, Liberty Funds Group, LLC.; and Vice President, A I M Distributors, Inc.; and Director, Fund Management Company - ---------------------------------------------------------------------------------------------------------------------- Robert G. Alley -- 1948 2003 Managing Director, Chief Fixed Income N/A Vice President Officer and Senior Investment Officer, A I M Capital Management, Inc. and Vice President, A I M Advisors, Inc. - ---------------------------------------------------------------------------------------------------------------------- Sidney M. Dilgren -- 1961 2004 Vice President and Fund Treasurer, A I N/A Vice President and Treasurer M Advisors, Inc. Formerly: Senior Vice President, AIM Investment Services, Inc.; and Vice President, A I M Distributors, Inc. - ---------------------------------------------------------------------------------------------------------------------- J. Phillip Ferguson/6 /-- 1945 2005 Senior Vice President and Chief N/A Vice President Investment Officer, A I M Advisors Inc.; Director, Chairman, Chief Executive Officer, President and Chief Investment Officer, A I M Capital Management, Inc.; Executive Vice President, A I M Management Group Inc. Formerly: Senior Vice President, AIM Private Asset Management, Inc.; Chief Equity Officer, and Senior Investment Officer, A I M Capital Management, Inc.; and Managing Partner, Beutel, Goodman Capital Management - ---------------------------------------------------------------------------------------------------------------------- Karen Dunn Kelley -- 1960 2003 Director of Cash Management, Managing N/A Vice President Director and Chief Cash Management Officer, A I M Capital Management, Inc.; Director and President, Fund Management Company, and Vice President, A I M Advisors, Inc. - ----------------------------------------------------------------------------------------------------------------------
/(4)/ Ms. Brinkley was elected Senior Vice President and Chief Compliance Officer of the Trust effective September 20, 2004. /(5)/ Mr. Burk was elected Senior Vice President of the Trust effective February 15, 2005. /(6)/ Mr. Ferguson was elected Vice President of the Trust effective February 24, 2005. The Statement of Additional Information of the Trust includes additional information about the Fund's Trustees and is available upon request, without charge, by calling 1.800.959.4246.
OFFICE OF THE FUND INVESTMENT ADVISOR DISTRIBUTOR AUDITORS 11 Greenway Plaza. A I M Advisors, Inc. A I M Distributors, Inc. PricewaterhouseCoopers LLP Suite 100 11 Greenway Plaza 11 Greenway Plaza 1201 Louisiana Street Houston, TX 77046-1173 Suite 100 Suite 100 Suite 2900 Houston, TX 77046-1173 Houston, TX 77046-1173 Houston, Texas 77002-5678 COUNSEL TO THE FUND COUNSEL TO THE TRANSFER AGENT CUSTODIAN Ballard Spahr INDEPENDENT TRUSTEES AIM Investment Services, Inc. State Street Bank and Trust Andrews & Ingersoll, LLP Kramer, Levin, Naftalis & P.O. Box 4739 Company 1735 Market Street Frankel LLP Houston, TX 77210-4739 225 Franklin Street Philadelphia, PA 19103-7599 1177 Avenue of the Americas Boston, MA 02110-2801 New York, NY 10036-2714
REQUIRED FEDERAL INCOME TAX INFORMATION (UNAUDITED) Of ordinary dividends paid to shareholders during the Fund's tax year ended July 31, 2005, 0% is eligible for the dividends received deduction for corporations. For its tax year ended July 31, 2005, the Fund designates 0% or the maximum amount allowable of its dividend distributions as qualified dividend income. Your actual amount of qualified dividend income for the calendar year will be reported on form 1099-DIV. You should consult your tax advisor regarding treatment of the amounts. U.S. ESTATE TAX FOR NON-RESIDENT ALIEN SHAREHOLDERS (UNAUDITED) The percentage of qualifying assets not subject to the U.S. estate tax for the fiscal quarters ended January 31, 2005, April 30, 2005 and July 31, 2005 are 4.14%, 3.75%, and 9.92%, respectively.
Domestic Equity Sector Equity AIM Aggressive Growth Fund AIM Advantage Health Sciences Fund/1/ AIM Basic Balanced Fund* AIM Energy Fund/1/ AIM Basic Value Fund AIM Financial Services Fund/1/ AIM Blue Chip Fund AIM Global Health Care Fund AIM Capital Development Fund AIM Global Real Estate Fund AIM Charter Fund AIM Gold & Precious Metals Fund/1/ AIM Constellation Fund AIM Leisure Fund/1/ AIM Diversified Dividend Fund AIM Multi-Sector Fund/1/ AIM Dynamics Fund/1/ AIM Real Estate Fund/7/ AIM Large Cap Basic Value Fund AIM Technology Fund/1/ AIM Large Cap Growth Fund AIM Utilities Fund/1/ AIM Mid Cap Basic Value Fund AIM Mid Cap Core Equity Fund/2/ Fixed Income AIM Mid Cap Growth Fund AIM Opportunities I Fund TAXABLE AIM Opportunities II Fund AIM Opportunities III Fund AIM Floating Rate Fund AIM Premier Equity Fund AIM High Yield Fund AIM S&P 500 Index Fund/1/ AIM Income Fund AIM Select Equity Fund AIM Intermediate Government Fund AIM Small Cap Equity Fund/3/ AIM Limited Maturity Treasury Fund AIM Small Cap Growth Fund/4/ AIM Money Market Fund AIM Small Company Growth Fund/1/ AIM Short Term Bond Fund AIM Trimark Endeavor Fund AIM Total Return Bond Fund AIM Trimark Small Companies Fund Premier Portfolio AIM Weingarten Fund Premier U.S. Government Money Portfolio/1/ *Domestic equity and income fund TAX-FREE AIM High Income Municipal Fund/8/ International/Global Equity AIM Municipal Bond Fund AIM Tax-Exempt Cash Fund AIM Asia Pacific Growth Fund AIM Tax-Free Intermediate Fund AIM Developing Markets Fund Premier Tax-Exempt Portfolio AIM European Growth Fund AIM European Small Company Fund/5/ AIM Global Aggressive Growth Fund AIM Allocation Solutions AIM Global Equity Fund AIM Conservative Allocation Fund AIM Global Growth Fund AIM Growth Allocation Fund/9/ AIM Global Value Fund AIM Moderate Allocation Fund AIM International Core Equity Fund/1/ AIM Moderate Growth Allocation Fund AIM International Growth Fund AIM Moderately Conservative Allocation Fund AIM International Small Company Fund/6/ AIM Trimark Fund
/1/The following name changes became effective October 15, 2004: INVESCO Advantage Health Sciences Fund to AIM Advantage Health Sciences Fund, INVESCO Dynamics Fund to AIM Dynamics Fund, INVESCO Energy Fund to AIM Energy Fund, INVESCO Financial Services Fund to AIM Financial Services Fund, INVESCO Gold & Precious Metals Fund to AIM Gold & Precious Metals Fund, INVESCO International Core Equity Fund to AIM International Core Equity Fund, INVESCO Leisure Fund to AIM Leisure Fund, INVESCO Multi-Sector Fund to AIM Multi-Sector Fund, INVESCO S&P 500 Index Fund to AIM S&P 500 Index Fund, INVESCO Small Company Growth Fund to AIM Small Company Growth Fund, INVESCO Technology Fund to AIM Technology Fund, INVESCO U.S. Government Money Fund to Premier U.S. Government Money Portfolio, INVESCO Utilities Fund to AIM Utilities Fund. /2/As of end of business on February 27, 2004, AIM Mid Cap Core Equity Fund has limited public sales of its shares to certain investors. For more information on who may continue to invest in the Fund, please contact your financial advisor. /3/Effective December 13, 2004, AIM Small Cap Equity Fund is open to all investors. /4/As of end of business on March 18, 2002, AIM Small Cap Growth Fund has limited public sales of its shares to certain investors. For more information on who may continue to invest in the Fund, please contact your financial advisor. /5/As of end of business on March 28, 2005, AIM European Small Company Fund has limited public sales of its shares to certain investors. For more information on who may continue to invest in the Fund, please contact your financial advisor. /6/Effective December 30, 2004, AIM International Emerging Growth Fund was renamed AIM International Small Company Fund. As of end of business on March 14, 2005, the Fund has limited public sales of its shares to certain investors. For more information on who may continue to invest in the Fund, please contact your financial advisor. /7/As of end of business on April 29, 2005, AIM Real Estate Fund has limited public sales of its shares to certain investors. For more information on who may continue to invest in the Fund, please contact your financial advisor. /8/As of end of business August 5, 2005, AIM High Income Municipal Fund has limited public sales of its shares to certain investors. For more information on who may continue to invest in the Fund, please contact your financial advisor. /9/Effective April 29, 2005, AIM Aggressive Allocation Fund was renamed AIM Growth Allocation Fund. If used after Oct. 20, 2005, this report must be accompanied by a Fund Performance & Commentary or by an AIM Quarterly Performance Review for the most recent quarter-end. Mutual funds distributed by A I M Distributors, Inc. A I M Management Group Inc. has provided leadership in the investment management industry since 1976 and manages $129 billion in assets. AIM is a subsidiary of AMVESCAP PLC, one of the world's largest independent financial services companies with $373 billion in assets under management. Data as of June 30, 2005. - -------------------------------------------------------------------------------- CONSIDER THE INVESTMENT OBJECTIVES, RISKS, AND CHARGES AND EXPENSES CAREFULLY. FOR THIS AND OTHER INFORMATION ABOUT AIM FUNDS, OBTAIN A PROSPECTUS FROM YOUR FINANCIAL ADVISOR AND READ IT CAREFULLY BEFORE INVESTING. - -------------------------------------------------------------------------------- AIMinvestments.com I-SCG-AR-1 A I M Distributors, Inc. [YOUR GOALS. OUR SOLUTIONS.] - REGISTERED TRADEMARK - Mutual Retirement Annuities College Separately Offshore Cash Funds Products Savings Managed Products Management Plans Accounts [AIM INVESTMENTS LOGO] - REGISTERED TRADEMARK - AIM S&P 500 INDEX FUND Annual Report to Shareholders . July 31, 2005 [COVER IMAGE] FORMERLY INVESCO S&P 500 INDEX FUND [YOUR GOALS. OUR SOLUTIONS.] - REGISTERED TRADEMARK - [AIM INVESTMENTS LOGO] - REGISTERED TRADEMARK - AIM S&P 500 INDEX FUND SEEKS TO PROVIDE BOTH PRICE PERFORMANCE AND INCOME COMPARABLE TO THE STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX. .. Unless otherwise stated, information presented in this report is as of July 31, 2005, and is based on total net assets. .. Effective October 15, 2004, INVESCO S&P 500 Index Fund was renamed AIM S&P 500 Index Fund. ABOUT SHARE CLASSES .. Investor Class shares are closed to most investors. For more information on who may continue to invest in the Investor Class shares, please see the prospectus. PRINCIPAL RISKS OF INVESTING IN THE FUND .. At any given time, the Fund may be subject to sector risk, which means a certain sector may underperform other sectors or the market as a whole. The Fund is not limited with respect to the sectors in which it can invest. .. The Fund is not actively managed; instead, the Fund seeks to track the performance of the S&P 500 Index. Therefore, when the S&P 500 Index drops, the value of shares of the Fund drops accordingly. The Fund makes no effort to hedge against price movements in the S&P 500 Index. Because the Fund will incur operating expenses and transaction costs, the Fund's performance will not track the performance of the S&P 500 Index exactly. ABOUT INDEXES USED IN THIS REPORT .. The unmanaged LIPPER S&P 500 FUND INDEX represents an average of the performance of the 30 largest S&P 500 Index funds tracked by Lipper, Inc., an independent mutual fund performance monitor. .. The unmanaged Standard & Poor's Composite Index of 500 Stocks (the S&P 500 - --REGISTERED TRADEMARK-- Index) is an index of common stocks frequently used as a general measure of U.S. stock market performance. .. A direct investment cannot be made in an index. Unless otherwise indicated, index results include reinvested dividends, and they do not reflect sales charges. Performance of an index of funds reflects fund expenses; performance of a market index does not. OTHER INFORMATION .. The returns shown in the management's discussion of Fund performance are based on net asset values calculated for shareholder transactions. Generally accepted accounting principles require adjustments to be made to the net assets of the Fund at period end for financial reporting purposes, and as such, the net asset values for shareholder transactions and the returns based on those net asset values may differ from the net asset values and returns reported in the Financial Highlights. .. Industry classifications used in this report are generally according to the Global Industry Classification Standard, which was developed by and is the exclusive property and a service mark of Morgan Stanley Capital International Inc. and Standard & Poor's. .. "Standard & Poor's --REGISTERED TRADEMARK--," "S&P --REGISTERED TRADEMARK--," "S&P 500" and "500" are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by A I M Management Group, Inc. AIM S&P 500 Index Fund is not sponsored, endorsed, sold or promoted by Standard & Poor's, and Standard & Poor's makes no representation regarding the advisability of investing in AIM S&P 500 Index Fund. The Fund provides a complete list of its holdings four times in each fiscal year, at the quarter-ends. For the second and fourth quarters, the lists appear in the Fund's semiannual and annual reports to shareholders. For the first and third quarters, the Fund files the lists with the Securities and Exchange Commission (SEC) on Form N-Q. The most recent list of portfolio holdings is available at AIMinvestments.com. From our home page, click on Products & Performance, then Mutual Funds, then Fund Overview. Select your Fund from the drop-down menu and click on Complete Quarterly Holdings. Shareholders can also look up the Fund's Forms N-Q on the SEC's Web site at sec.gov. And copies of the Fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549-0102. You can obtain information on the operation of the Public Reference Room, including information about duplicating fee charges, by calling 202-942-8090 or 800-732-0330, or by electronic request at the following e-mail address: publicinfo@sec.gov. The SEC file numbers for the Fund are 811-1474 and 002-26125. A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, from our Client Services department at 800-959-4246 or on the AIM Web site, AIMinvestments.com. On the home page, scroll down and click on AIM Funds Proxy Policy. The information is also available on the SEC Web site, sec.gov. Information regarding how the Fund voted proxies related to its portfolio securities during the 12 months ended June 30, 2005, is available at our Web site. Go to AIMinvestments.com, access the About Us tab, click on Required Notices and then click on Proxy Voting Activity. Next, select the Fund from the drop-down menu. The information is also available on the SEC Web site, sec.gov. - -------------------------------------------------------------------------------- THIS REPORT MUST BE ACCOMPANIED OR PRECEDED BY A CURRENTLY EFFECTIVE FUND PROSPECTUS, WHICH CONTAINS MORE COMPLETE INFORMATION, INCLUDING SALES CHARGES AND EXPENSES. INVESTORS SHOULD READ IT CAREFULLY BEFORE INVESTING. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FUND NASDAQ SYMBOL AIM S&P 500 Index Fund Investor Class Shares ISPIX - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE - -------------------------------------------------------------------------------- AIMINVESTMENTS.COM AIM S&P 500 INDEX FUND DEAR FELLOW AIM FUNDS SHAREHOLDERS: [GRAHAM PHOTO] We would like to call your attention to two new elements in this report on your Fund. First, on Page 2, is a letter from Bruce Crockett, the independent Chair of the Board of Trustees of the AIM Funds. We first introduced you to Mr. Crockett in the semiannual report on your Fund dated January 31 of this year. Mr. Crockett has been on our Funds' Board since 1992; he assumed his responsibilities as Chair last October. ROBERT H. GRAHAM Mr. Crockett has expressed an interest in keeping shareholders informed of the work of the Board regularly via letters in the Fund reports. We certainly consider this a valuable addition to the reports. The Board is charged with looking out for the interests of shareholders, and Mr. Crockett's letter provides insight into some of the many issues the Board addresses in governing your Fund. [WILLIAMSON PHOTO] One of the most important decisions the Board makes each year is whether to approve the advisory agreement your Fund has with AIM. Essentially, this agreement hires AIM to manage the assets in your Fund. A discussion of the factors the Board considered in reviewing the agreement is the second new element in the report, and we encourage you to read it. It appears on Pages 8 and 9. Of course, this report also includes your Fund managers' discussion of how they managed the Fund during the fiscal year ended July 31. That discussion begins on Page 3. MARK H. WILLIAMSON All in all, it was a good year for investors as solid economic growth and generally impressive company earnings offset concerns about rising oil prices and the Federal Reserve's repeated increases in short-term interest rates. Most domestic and international equity indexes ended up producing double-digit returns for the fiscal year. Bond returns, though more muted as is typical, were also positive. Further information about the markets, your Fund, and investing in general is always available on our widely acclaimed Web site, AIMinvestments.com. We invite you to visit it frequently. We at AIM remain committed to building solutions to help you meet your investment goals. We thank you for your continued participation in AIM Investments --REGISTERED TRADEMARK--. If you have any questions, please contact our award-winning Client Service representatives at 800-959-4246. We are happy to be of help. Sincerely, /s/ ROBERT H. GRAHAM /s/ MARK H. WILLIAMSON Robert H. Graham Mark H. Williamson President & Vice Chair, Chairman & President, AIM Funds A I M Advisors, Inc. September 16, 2005 AIM INVESTMENTS IS A REGISTERED SERVICE MARK OF A I M MANAGEMENT GROUP INC. A I M ADVISORS, INC. AND A I M CAPITAL MANAGEMENT, INC. ARE THE INVESTMENT ADVISORS AND A I M DISTRIBUTORS, INC. IS THE DISTRIBUTOR FOR THE RETAIL FUNDS REPRESENTED BY AIM INVESTMENTS. 1 AIM S&P 500 INDEX FUND DEAR AIM FUNDS SHAREHOLDERS: [CROCKETT PHOTO] As independent Chair of the Board of Trustees of the AIM Funds, I'm writing to report on the work being done by your Board. At our most recent meeting in June 2005, your Board approved voluntary fee reductions from A I M Advisors, Inc. (AIM) that save shareholders approximately $20.8 million annually, based on asset levels as of March 31, 2005. The majority of these expense reductions, which took effect July 1, 2005, will be achieved by a permanent reduction to 0.25% of the Rule 12b-1 fees on Class A and Class A3 shares of those AIM Funds that previously charged these fees at a higher rate. BRUCE L. CROCKETT Our June meeting, which was the culmination of more than two and one-half months of review and discussions, took place over a three-day period. The meeting included your Board's annual comprehensive evaluation of each fund's advisory agreement with AIM. After this evaluation, in which questions about fees, performance and operations were addressed by AIM, your Board approved all advisory agreements for the year beginning July 1, 2005. You can find information on the factors considered and conclusions reached by your Board in its evaluation of each fund's advisory agreement at AIMinvestments.com. (Go to "Products & Performance" and click on "Investment Advisory Agreement Renewals.") The advisory agreement information about your Fund is also included in this annual report on Pages 8 and 9. I encourage you to review it. Together with monitoring fund expenses, fund performance is your Board's priority. Our initial goal is to work with AIM to bring about improvement in every AIM Fund that has been underperforming its category. Your Board has a well-defined process and structure for monitoring all funds and identifying and assisting AIM in improving underperforming funds. Our Investments Committee--which functions along with Audit, Governance, Valuation and Compliance Committees--is the only one of these five standing committees to include all 13 independent Board members. Further, our Investments Committee is divided into three underlying subcommittees, each responsible for, among other things, reviewing the performance, fees and expenses of the funds that have been assigned to it. At subcommittee meetings, held throughout the year, the performance of every AIM Fund is evaluated. If a fund has underperformed its peer group for a meaningful period, we work closely with AIM to discover the causes and help develop the right responses. In some cases, AIM may determine that a change in portfolio management strategy or portfolio managers is required. In other cases, where a fund no longer seems viable, it may be merged with a similar fund, being careful to consider the needs of all shareholders affected by the decision. Following AIM's recommendation and your Board's approval, eight funds were recently merged. Be assured that your Board is working closely with the management of AIM to help you reach your investment goals. Should you or your advisor have questions or comments about the governance of AIM Funds, I invite you to write to me at AIM Investments, AIM Investments Tower, 11 Greenway Plaza, Suite 100, Houston, TX 77046. Your Board looks forward to keeping you informed about the governance of your funds. Sincerely, /s/ BRUCE L. CROCKETT Bruce L. Crockett Independent Chair On Behalf of the Board of Trustees AIM Funds September 16, 2005 2 AIM S&P 500 INDEX FUND MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE - -------------------------------------------------------------------------------- PERFORMANCE SUMMARY We are pleased to report that for the year ended July 31, 2005, Investor Class shares of AIM S&P 500 Index Fund returned 13.38%. The Fund lagged the S&P 500 Index, which returned 14.04%. AIM S&P 500 Index Fund incurs expenses and transaction costs when buying and selling securities. Because the S&P 500 Index does not incur such expenses or costs, its returns are always likely to be higher than those of the Fund. Your Fund's long-term performance is presented on Page 7. - -------------------------------------------------------------------------------- FUND VS. INDEXES TOTAL RETURNS, 7/31/04-7/31/05, EXCLUDING APPLICABLE SALES CHARGES. IF SALES CHARGES WERE INCLUDED, RETURNS WOULD BE LOWER. Investor Class Shares 13.38% Standard & Poor's Composite Index of 500 Stocks (S&P 500 Index) (Broad Market Index / Style-specific Index) 14.04 Lipper S&P 500 Fund Index (Peer Group Index) 13.79 Source: Lipper, Inc. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- HOW WE INVEST The Fund invests in the 500 stocks that comprise the S&P 500 Index, and in the same proportion as the index. In selecting stocks for the Fund, we use a full replication strategy that mirrors the S&P 500 Index in holdings and weightings by sector, industry and individual stock. We make no effort to hedge against price movements in the S&P 500 Index. However, we use S&P 500 Index stock futures to fine-tune cash balances and accrued dividend income, allowing the Fund to stay virtually fully invested at all times. (Futures can be used to equitize cash until it can be invested in suitable equity investments.) This approach has limited tracking error to the S&P 500 Index to 0.56% for the period December 31, 1997 (the month-end closest to the Fund's inception date) to July 31, 2005. Tracking error is a statistic that measures the amount by which the performance of a portfolio differs from that of a benchmark over a given time period. In managing the Fund, we: .. rebalance the portfolio every quarter to adjust for any changes that may have occurred in the S&P 500 Index .. make intra-quarter adjustments as necessary to keep the Fund's weighting of its holdings in line with that of the S&P 500 Index .. add a stock to the Fund when it is added to the S&P 500 Index .. sell a stock when it is deleted from the S&P 500 Index, or when a spin-off occurs and the new company is not included in the S&P 500 Index MARKET CONDITIONS AND YOUR FUND In testimony to Congress in late July, U.S. Federal Reserve Board Chairman Alan Greenspan reported that "our baseline outlook for the U.S. economy is one of sustained economic growth and contained inflation pressures." At the close of the fiscal year: .. the economy continued to expand, driven by sustained, robust consumer spending .. inflation remained well-contained .. payrolls continued to expand, and unemployment hit a four-year low in July .. consumer confidence remained strong Given these positive economic trends, the U.S. stock market performed well for the fiscal year. All 10 sectors of the S&P 500 Index posted positive returns--and nine sectors delivered double-digit returns. Energy and utilities stocks led the market. Due largely to rising oil prices and record profits, ExxonMobil replaced perennial market leader General Electric as CONTINUED ON PAGE 5 - --------------------------------------------------------------------------------
PORTFOLIO COMPOSITION TOP 10 INDUSTRIES* TOP 10 EQUITY HOLDINGS* By sector Financials 19.4% 1. Pharmaceuticals 6.6% 1. Exxon Mobil Corp. 3.2% Information Technology 15.1 2. Integrated Oil & Gas 5.6 2. General Electric Co. 3.2 Health Care 12.9 3. Industrial Conglomerates 4.3 3. Microsoft Corp. 2.2 Consumer Discretionary 11.4 4. Diversified Banks 3.7 4. Citigroup Inc. 2.0 Industrials 11.0 5. Systems Software 3.3 5. Pfizer Inc. 1.7 Consumer Staples 9.9 6. Other Diversified Financial 3.1 6. Johnson & Johnson 1.6 Energy 8.8 Services 7. Bank of America Corp. 1.5 Utilities 3.3 7. Computer Hardware 3.1 8. Intel Corp. 1.4 Telecommunication Services 3.1 8. Semiconductors 2.9 9. Wal-Mart Stores, Inc. 1.4 Materials 2.9 9. Integrated Telecommunication 10. American International Group,1.4 U.S. Treasury Bills, Repurchase Services 2.8 Inc. Aggreements and Other Assets 10. Communications Equipment 2.7 Less Liabilities 2.2 TOTAL NET ASSETS $237.0 million TOTAL NUMBER OF HOLDINGS* 500
The Fund's holdings are subject to change, and there is no assurance that the Fund will continue to hold any particular security. *Excluding Treasury securities and repurchase agreements. - -------------------------------------------------------------------------------- 3 AIM S&P 500 INDEX FUND - -------------------------------------------------------------------------------- S&P 500 INDEX WEIGHTINGS, RETURNS AND PERFORMANCE SUMMARIES, BY SECTOR
WEIGHTING (%) RETURN (%) PERFORMANCE SUMMARY SECTOR AS OF 7/31/04-7/31/05 FOR FISCAL YEAR 7/31/05 ENERGY 8.8 42.66 As oil prices rose, so did earnings by many companies in the energy sector. Integrated oil and gas, equipment and services, and refining and marketing stocks all were strong. While oil grabbed the headlines, the price of natural gas, coal and other fuels also rose, benefiting a host of companies within the sector. UTILITIES 3.3 38.79 A growing economy, strong demand and high capacity utilization contributed to strong performance by many utilities stocks. Also, many investors favored utilities stocks for their relative safety and their attractive dividends. CONSUMER DISCRETIONARY 11.4 15.17 For much of the fiscal year, the market worried that rising short-term interest rates and energy prices might crimp consumer spending--but those fears proved to be largely unfounded. A strengthening economy kept consumers spending and traveling, and generous dealer incentives boosted new vehicle sales. MATERIALS 2.9 11.50 Aluminum and forest products stocks were weak while precious metals and mining stocks generally outperformed the market. Chemical companies faced higher raw material costs but were generally able to pass along those higher costs to customers. Construction materials stocks benefited from continued strength in the housing market. HEALTH CARE 12.9 11.42 Many investors favored health care stocks--both because they are less sensitive to the economy and because many of them pay relatively attractive dividends. While somewhat defensive, the sector is poised to benefit from an aging population. Biotech stocks lagged early in the fiscal year but recovered, while health care services stocks were among the sector's strongest performers. INFORMATION TECHNOLOGY 15.1 10.47 In late 2004, and again in mid-2005, information technology stocks showed relative strength. Declining semiconductor inventories and stronger-than- expected demand for cell phones and computers (particularly laptops) were important factors in this strength. Also, investors viewed many information technology stocks as generally reasonably valued. CONSUMER STAPLES 9.9 10.45 This somewhat defensive sector lagged the market as more economically sensitive sectors benefited from higher profits resulting from the strong economy. But given market volatility, many investors preferred the relative safety of large, well-established consumer staples stocks, many of which pay dividends and have relatively steady and predictable earnings. INDUSTRIALS 11.0 10.38 A strengthening economy should have been excellent news for railroads and trucking firms. While their businesses expanded, rising gasoline and diesel prices ate into their profits. Airlines were particularly hard-hit by rising jet fuel prices and cutthroat price competition. Aerospace and defense stocks were generally strong during the fiscal year. TELECOMMUNICATION SERVICES 3.1 10.20 Telecommunication services stocks generally lagged the broad market, but there was significant variance in their performance. Considerable consolidation occurred in the sector, often with both the acquiring and the acquired companies' stocks benefiting. Wireline companies with no exposure to wireless generally performed poorly, given increased competition and deteriorating profit margins. FINANCIALS 19.4 9.71 While short-term interest rates rose, long-term rates remained historically low, aiding real estate and mortgage-related stocks. As a group, banks, credit card issuers and other diversified financial companies lagged the market as their cost of funds rose in concert with Fed tightening. Improved stock market performance helped brokerage, asset management and investment firms.
SOURCE: LIPPER, INC. - -------------------------------------------------------------------------------- 4 AIM S&P 500 INDEX FUND CONTINUED FROM PAGE 3 the largest component of the S&P 500 Index by market capitalization and thus, the Fund's largest holding. The table at left provides the weighting of each sector within the S&P 500 Index as of July 31, 2005, the one-year performance for each sector of the S&P 500 Index and a summary of the factors that affected each sector's performance for the fiscal year. IN CLOSING At the close of the fiscal year, we believed that data suggested the economy remained healthy and that a portfolio consisting of the 500 stocks included in the S&P 500 Index is likely to grow in value over the long term. That is why we encourage investors to maintain a long-term investment horizon. As always, we thank you for your continued investment in AIM S&P 500 Index Fund. See important Fund and index disclosures inside front cover. THE VIEWS AND OPINIONS EXPRESSED IN MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE ARE THOSE OF A I M ADVISORS, INC. THESE VIEWS AND OPINIONS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE VIEWS AND OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR RECOMMENDATIONS, OR AS AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT A I M ADVISORS, INC. MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. - -------------------------------------------------------------------------------- CHANGES TO THE S&P 500 INDEX AND THE FUND'S PORTFOLIO FOR THE YEAR ENDED 7/31/05 ADDITIONS DELETIONS Archstone-Smith Trust AT&T Wireless Services CIT Group Charter One Financial Coach Coors (Adolph) Compass Bancshares Crane Company Constellation Brands Deluxe D.R. Horton Great Lakes Chemical Fisher Scientific PeopleSoft Freescale Semiconductor Power-One L-3 Communications Sears, Roebuck Laboratory Corporation of America SouthTrust Molson Coors Brewing Thomas & Betts National Oilwell Varco Toys R Us News Corporation VERITAS Software Sears Holdings (New) WellPoint Health Networks Weatherford International Winn-Dixie XTO Energy Worthington Industries - -------------------------------------------------------------------------------- JEREMY LEFKOWITZ, portfolio manager, is lead manager of AIM S&P 500 Index Fund. He began his investment career in 1968 and is a former director of the research division of the Futures Industry Association and of the research division of the National Options and Futures Society. Mr. Lefkowitz earned a B.S. degree in industrial engineering in 1967 and an M.B.A. in finance in 1969, both from Columbia University. MAUREEN DONNELLAN, portfolio manager, is a manager of AIM S&P 500 Index Fund. She has worked with the advisor, its affiliates and/or predecessors since 1974 and assumed her current duties in 2003. Ms. Donnellan is registered with the National Futures Association. WILLIAM E. MERSON, portfolio manager, is a manager of AIM S&P 500 Index Fund. He joined the advisor in 1982 after serving as a pilot in the U.S. Air Force from 1968 to 1973. Mr. Merson received a B.B.A. from Manhattan College in 1968 and an M.B.A. from New York University in 1989. He is registered with the National Futures Association. MICHAEL SUEN, Chartered Financial Analyst, portfolio manager, is a manager of AIM S&P 500 Index Fund. Mr. Suen joined the advisor in 2000. He earned a B.S. from the University of Manchester in the United Kingdom in 1987 and an M.B.A. from City University of Hong Kong in 1994. He is currently a Ph.D. candidate at Baruch College in the City University of New York. AFTER THE CLOSE OF THE FISCAL YEAR, MR. SUEN LEFT THE PORTFOLIO MANAGEMENT TEAM. DANIEL TSAI, portfolio manager, is a manager of AIM S&P 500 Index Fund. Mr. Tsai joined the advisor in 2000. He earned a B.S. in mechanical engineering from National Taiwan University in 1985 and an M.S. in mechanical engineering from the University of Michigan in 1989. He also received a M.S. in computer science at Wayne State University in 1998. He is registered with the National Futures Association and is a CFA Level III candidate. Assisted by the Structured Products Group Portfolio Management Team 5 AIM S&P 500 INDEX FUND CALCULATING YOUR ONGOING FUND EXPENSES EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service fees (12b-1); and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period February 1, 2005, through July 31, 2005. ACTUAL EXPENSES The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The Fund's actual cumulative total returns at net asset value after expenses for the six months ended July 31, 2005, appear in the table "Cumulative Total Returns" on Page 7. THE HYPOTHETICAL ACCOUNT VALUES AND EXPENSES MAY NOT BE USED TO ESTIMATE THE ACTUAL ENDING ACCOUNT BALANCE OR EXPENSES YOU PAID FOR THE PERIOD. YOU MAY USE THIS INFORMATION TO COMPARE THE ONGOING COSTS OF INVESTING IN THE FUND AND OTHER FUNDS. TO DO SO, COMPARE THIS 5% HYPOTHETICAL EXAMPLE WITH THE 5% HYPOTHETICAL EXAMPLES THAT APPEAR IN THE SHAREHOLDER REPORTS OF THE OTHER FUNDS. Please note that the expenses shown in the table are meant to highlight your ongoing costs. Therefore, the hypothetical information is useful in comparing ongoing costs, and will not help you determine the relative total costs of owning different funds. - --------------------------------------------------------------------------------
ACTUAL HYPOTHETICAL (5% ANNUAL RETURN BEFORE EXPENSES) BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES ENDING ACCOUNT EXPENSES SHARE VALUE VALUE PAID DURING VALUE PAID DURING CLASS (2/1/05) (7/31/05)/1/ PERIOD/2/,/3/ (7/31/05) PERIOD/2/,/4/ Investor $ 1,000.00 $ 1,051.80 $ 3.31 $ 1,021.57 $ 3.26
/1/The actual ending account value is based on the actual total return of the Fund for the period February 1, 2005, through July 31, 2005, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund's expense ratio and a hypothetical annual return of 5% before expenses. The Fund's actual cumulative total returns at net asset value after expenses for the six months ended July 31, 2005, appear in the table "Cumulative Total Returns" on Page 7. /2/Expenses are equal to the Fund's annualized expense ratio, 0.65% for Investor Class shares, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Effective on July 1, 2005, the advisor contractually agreed to limit operating expenses to 0.60% for Investor Class shares. The annualized expense ratio restated as if this agreement had been in effect throughout the entire most recent fiscal half year is 0.60% for Investor Class shares. /3/The actual expenses paid restated as if the change discussed above had been in effect throughout the most recent fiscal half year are $3.05 for Investor Class shares. /4/The hypothetical expenses paid restated as if the change discussed above had been in effect throughout the most recent fiscal half year are $3.01 for Investor Class shares. - -------------------------------------------------------------------------------- [ARROW For More Information Visit BUTTON AIMINVESTMENTS.COM IMAGE] 6 AIM S&P 500 INDEX FUND YOUR FUND'S LONG-TERM PERFORMANCE - -------------------------------------------------------------------------------- RESULTS OF A $10,000 INVESTMENT FUND AND INDEX DATA FROM 12/23/97 - -------------------------------------------------------------------------------- The data shown in the chart include reinvested distributions, Fund expenses and management fees. Performance of an index of funds reflects fund expenses and management fees; performance of a market index does not. Performance shown in the chart and table(s) does not reflect deduction of taxes a shareholder would pay on Fund distributions or sale of Fund shares. Performance of the indexes does not reflect the effects of taxes. This chart, which is a logarithmic chart, presents the fluctuations in the value of the Fund and its indexes. We believe that a logarithmic chart is more effective than other types of charts in illustrating changes in value during the early years shown in the chart. The vertical axis, the one that indicates the dollar value of an investment, is constructed with each segment representing a percent change in the value of the investment. In this chart, each segment represents a doubling, or 100% change, in the value of the investment. In other words, the space between $5,000 and $10,000 is the same size as the space between $10,000 and $20,000. - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS As of 7/31/05, including applicable sales charges INVESTOR CLASS SHARES Inception (12/23/97) 4.80% 5 Years -2.11 1 Year 13.38 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS As of 6/30/05, most recent calendar quarter-end, including applicable sales charges INVESTOR CLASS SHARES Inception (12/23/97) 4.35% 5 Years -3.13 1 Year 5.62 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUMULATIVE TOTAL RETURNS 6 MONTHS ENDED 7/31/05, EXCLUDING APPLICABLE SALES CHARGES Investor Class Shares 5.18% - -------------------------------------------------------------------------------- THE PERFORMANCE DATA QUOTED REPRESENT PAST PERFORMANCE AND CANNOT GUARANTEE COMPARABLE FUTURE RESULTS; CURRENT PERFORMANCE MAY BE LOWER OR HIGHER. PLEASE VISIT AIMINVESTMENTS.COM FOR THE MOST RECENT MONTH-END PERFORMANCE. PERFORMANCE FIGURES REFLECT REINVESTED DISTRIBUTIONS, CHANGES IN NET ASSET VALUE AND THE EFFECT OF THE MAXIMUM SALES CHARGE UNLESS OTHERWISE STATED. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL SHARES. INVESTOR CLASS SHARES DO NOT HAVE A FRONT-END OR A CONTINGENT DEFERRED SALES CHARGE; THEREFORE, PERFORMANCE IS AT NET ASSET VALUE. A REDEMPTION FEE OF 2% WILL BE IMPOSED ON CERTAIN REDEMPTIONS OR EXCHANGES OUT OF THE FUND WITHIN 30 DAYS OF PURCHASE. EXCEPTIONS TO THE REDEMPTION FEE ARE LISTED IN THE FUND'S PROSPECTUS. HAD THE ADVISOR NOT WAIVED FEES AND/OR REIMBURSED EXPENSES, PERFORMANCE WOULD HAVE BEEN LOWER. [MOUNTAIN CHART] Date AIM S&P 500 Lipper S&P 500 Index Fund- S&P 500 Index Investor Class Fund Index Shares 12/23/97 $10000 $10000 $10000 12/97 10330 10340 10338 1/98 10530 10455 10452 2/98 11231 11203 11206 3/98 11810 11772 11779 4/98 11976 11888 11900 5/98 11774 11679 11695 6/98 12316 12151 12170 7/98 12210 12021 12041 8/98 10480 10284 10302 9/98 11174 10942 10962 10/98 12064 11830 11853 11/98 12790 12542 12571 12/98 13545 13270 13295 1/99 14121 13815 13850 2/99 13655 13383 13420 3/99 14202 13915 13957 4/99 14721 14448 14497 5/99 14354 14101 14155 6/99 15147 14882 14939 7/99 14662 14416 14474 8/99 14590 14339 14403 9/99 14193 13945 14008 10/99 15080 14823 14894 11/99 15385 15119 15197 12/99 16282 16006 16091 1/00 15464 15199 15282 2/00 15155 14906 14993 3/00 16630 16357 16459 4/00 16118 15862 15964 5/00 15766 15532 15637 6/00 16148 15909 16022 7/00 15883 15663 15772 8/00 16885 16631 16751 9/00 15975 15753 15867 10/00 15897 15683 15799 11/00 14592 14445 14555 12/00 14654 14515 14626 1/01 15163 15024 15145 2/01 13775 13653 13765 3/01 12892 12784 12893 4/01 13885 13773 13894 5/01 13970 13861 13988 6/01 13633 13519 13647 7/01 13489 13382 13513 8/01 12633 12541 12668 9/01 11620 11523 11645 10/01 11835 11740 11867 11/01 12724 12637 12777 12/01 12840 12743 12889 1/02 12642 12554 12701 2/02 12388 12309 12456 3/02 12854 12768 12925 4/02 12059 11991 12142 5/02 11964 11899 12052 6/02 11073 11047 11194 7/02 10207 10190 10322 8/02 10271 10256 10389 9/02 9154 9138 9261 10/02 9950 9941 10076 11/02 10526 10523 10668 12/02 9907 9902 10042 1/03 9635 9639 9779 2/03 9485 9492 9632 3/03 9581 9583 9725 4/03 10345 10369 10526 5/03 10882 10912 11080 6/03 11021 11047 11222 7/03 11201 11240 11420 8/03 11416 11456 11642 9/03 11287 11330 11519 10/03 11920 11967 12170 11/03 12017 12069 12277 12/03 12643 12699 12920 1/04 12869 12928 13157 2/04 13043 13104 13340 3/04 12838 12903 13139 4/04 12621 12696 12933 5/04 12794 12867 13110 6/04 13038 13114 13365 7/04 12594 12677 12923 8/04 12636 12725 12975 9/04 12772 12859 13115 10/04 12957 13053 13315 11/04 13479 13576 13854 12/04 13924 14040 14325 1/05 13574 13696 13976 2/05 13858 13981 14270 3/05 13610 13733 14018 4/05 13346 13470 13752 5/05 13764 13894 14189 6/05 13770 13910 14210 7/05 14277 14425 14738 7 AIM S&P 500 INDEX FUND APPROVAL OF INVESTMENT ADVISORY AGREEMENT AND SUMMARY OF INDEPENDENT WRITTEN FEE EVALUATION The Board of Trustees of AIM Stock Funds (the "Board") oversees the management of AIM S&P 500 Index Fund (the "Fund") and, as required by law, determines annually whether to approve the continuance of the Fund's advisory agreement with A I M Advisors, Inc. ("AIM"). Based upon the recommendation of the Investments Committee of the Board, which is comprised solely of independent trustees, at a meeting held on June 30, 2005, the Board, including all of the independent trustees, approved the continuance of the advisory agreement (the "Advisory Agreement") between the Fund and AIM for another year, effective July 1, 2005. The Board considered the factors discussed below in evaluating the fairness and reasonableness of the Advisory Agreement at the meeting on June 30, 2005 and as part of the Board's ongoing oversight of the Fund. In their deliberations, the Board and the independent trustees did not identify any particular factor that was controlling, and each trustee attributed different weights to the various factors. One of the responsibilities of the Senior Officer of the Fund, who is independent of AIM and AIM's affiliates, is to manage the process by which the Fund's proposed management fees are negotiated to ensure that they are negotiated in a manner which is at arm's length and reasonable. To that end, the Senior Officer must either supervise a competitive bidding process or prepare an independent written evaluation. The Senior Officer has recommended an independent written evaluation in lieu of a competitive bidding process and, upon the direction of the Board, has prepared such an independent written evaluation. Such written evaluation also considered certain of the factors discussed below. In addition, as discussed below, the Senior Officer made certain recommendations to the Board in connection with such written evaluation. The discussion below serves as a summary of the Senior Officer's independent written evaluation and recommendations to the Board in connection therewith, as well as a discussion of the material factors and the conclusions with respect thereto that formed the basis for the Board's approval of the Advisory Agreement. After consideration of all of the factors below and based on its informed business judgment, the Board determined that the Advisory Agreement is in the best interests of the Fund and its shareholders and that the compensation to AIM under the Advisory Agreement is fair and reasonable and would have been obtained through arm's length negotiations. .. The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on such review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate and that AIM currently is providing services in accordance with the terms of the Advisory Agreement. .. The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM currently is providing satisfactory services in accordance with the terms of the Advisory Agreement. .. The performance of the Fund relative to comparable funds. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of funds advised by other advisors with investment strategies comparable to those of the Fund. The Board noted that the Fund's performance in such periods was below the median performance of such comparable funds. The Board also noted that AIM began serving as investment advisor to the Fund in November 2003. Based on this review and after taking account of all of the other factors that the Board considered in determining whether to continue the Advisory Agreement for the Fund, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time. However, due to the Fund's under-performance, the Board also concluded that it would be appropriate for management and the Board to continue to closely monitor the performance of the Fund. .. The performance of the Fund relative to indices. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of the Lipper S&P 500 Fund Index. The Board noted that the Fund's performance for the one year period was comparable to the performance of such Index and for the three and five year periods was below such Index. The Board also noted that AIM began serving as investment advisor to the Fund in November 2003. Based on this review and after taking account of all of the other factors that the Board considered in determining whether to continue the Advisory Agreement for the Fund, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time. However, due to the Fund's under-performance, the Board also concluded that it would be appropriate for management and the Board to continue to closely monitor the performance of the Fund. .. Meeting with the Fund's portfolio managers and investment personnel. With respect to the Fund, the Board is meeting periodically with such Fund's portfolio managers and/or other investment personnel and believes that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement. .. Overall performance of AIM. The Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to the Fund and concluded that such performance was satisfactory. .. Fees relative to those of clients of AIM with comparable investment strategies. The Board noted that AIM does not serve as an advisor to other mutual funds or other clients with investment strategies comparable to those of the Fund. .. Fees relative to those of comparable funds with other advisors. The Board reviewed the advisory fee rate for the Fund under the Advisory Agreement. The Board compared effective contractual advisory fee rates at a common asset level and noted that the Fund's rate was comparable to the median rate of the funds advised by other advisors with investment strategies comparable to those of the Fund that the Board reviewed. The Board noted that AIM has agreed to waive advisory fees of the Fund, as discussed below. Based on this review, the Board concluded that the advisory fee rate for the Fund under the Advisory Agreement was fair and reasonable. .. Expense limitations and fee waivers. The Board noted that AIM has contractually agreed to waive advisory fees of the Fund through June 30, 2006 to the extent necessary so that the advisory fees payable by the Fund do not exceed a specified maximum advisory fee rate, which maximum rate includes breakpoints and is based on net asset levels. The Board considered the contractual nature of this fee waiver and noted that it remains in effect until June 30, 2006. The Board considered the effect this fee waiver would have on the Fund's estimated expenses and concluded that the levels of fee waivers/expense limitations for the Fund were fair and reasonable. .. Breakpoints and economies of scale. The Board reviewed the structure of the Fund's advisory fee under the Advisory Agreement, noting that it does not include any breakpoints. The Board considered whether it would be appropriate to add advisory fee breakpoints for the Fund or whether, due to the nature of the Fund and the advisory fee structures of comparable funds, it was reasonable to structure the advisory fee without breakpoints. Based on this review, the Board concluded that it was not necessary to add advisory fee breakpoints to the Fund's advisory fee schedule. The Board reviewed the level of the Fund's advisory fees, and noted that such fees, as a percentage of the Fund's net assets, would remain constant under the Advisory Agreement because the Advisory Agreement does not include any breakpoints. The Board noted that AIM has contractually agreed to waive advisory fees of the Fund through June 30, 2006 to the extent necessary so that the advisory fees payable by the Fund do not exceed a specified maximum advisory fee rate, which maximum rate includes breakpoints and is based on net asset levels. The Board concluded that the Fund's fee levels under the Advisory Agreement therefore would not reflect economies of scale, although the advisory fee waiver reflects economies of scale. .. Investments in affiliated money market funds. The Board also took into account the fact that uninvested cash and cash collateral from securities lending arrangements (collectively, "cash balances") of the Fund may be invested in money market funds advised by AIM pursuant to the terms of an SEC exemptive order. The Board found that the Fund may realize certain benefits upon investing cash balances in AIM advised money market funds, including a higher net return, increased liquidity, increased diversification or decreased transaction costs. The Board also found that the Fund will not receive reduced services if it invests its cash balances in such money market funds. The Board noted that, to the extent the Fund invests in affiliated money market funds, AIM has voluntarily agreed to waive a portion of the advisory fees it receives from the Fund attributable to such investment. The Board further determined that the proposed securities lending program and related procedures with respect to the lending Fund is in the best interests of the lending Fund and its respective shareholders. The Board therefore concluded that the investment of cash collateral received in connection with the securities lending program in the money market funds according to the procedures is in the best interests of the lending Fund and its respective shareholders. 8 AIM S&P 500 INDEX FUND .. Independent written evaluation and recommendations of the Fund's Senior Officer. The Board noted that, upon their direction, the Senior Officer of the Fund had prepared an independent written evaluation in order to assist the Board in determining the reasonableness of the proposed management fees of the AIM Funds, including the Fund. The Board noted that the Senior Officer's written evaluation had been relied upon by the Board in this regard in lieu of a competitive bidding process. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the Senior Officer's written evaluation and the recommendation made by the Senior Officer to the Board that the Board consider implementing a process to assist them in more closely monitoring the performance of the AIM Funds. The Board concluded that it would be advisable to implement such a process as soon as reasonably practicable. .. Profitability of AIM and its affiliates. The Board reviewed information concerning the profitability of AIM's (and its affiliates') investment advisory and other activities and its financial condition. The Board considered the overall profitability of AIM, as well as the profitability of AIM in connection with managing the Fund. The Board noted that AIM's operations remain profitable, although increased expenses in recent years have reduced AIM's profitability. Based on the review of the profitability of AIM's and its affiliates' investment advisory and other activities and its financial condition, the Board concluded that the compensation to be paid by the Fund to AIM under its Advisory Agreement was not excessive. .. Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate. .. AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement. .. Historical relationship between the Fund and AIM. In determining whether to continue the Advisory Agreement for the Fund, the Board also considered the prior relationship between AIM and the Fund, as well as the Board's knowledge of AIM's operations, and concluded that it was beneficial to maintain the current relationship, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to continue to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services, and that AIM and its affiliates currently are providing satisfactory non-investment advisory services. .. Other factors and current trends. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund. APPROVAL OF SUB-ADVISORY AGREEMENT The Board oversees the management of the Fund and, as required by law, determines annually whether to approve the continuance of the Fund's sub-advisory agreement. Based upon the recommendation of the Investments Committee of the Board, which is comprised solely of independent trustees, at a meeting held on June 30, 2005, the Board, including all of the independent trustees, approved the continuance of the sub-advisory agreement (the "Sub-Advisory Agreement") between INVESCO Institutional (N.A.), Inc. (the "Sub-Advisor") and AIM with respect to the Fund for another year, effective July 1, 2005. The Board considered the factors discussed below in evaluating the fairness and reasonableness of the Sub-Advisory Agreement at the meeting on June 30, 2005 and as part of the Board's ongoing oversight of the Fund. In their deliberations, the Board and the independent trustees did not identify any particular factor that was controlling, and each trustee attributed different weights to the various factors. The discussion below serves as a discussion of the material factors and the conclusions with respect thereto that formed the basis for the Board's approval of the Sub-Advisory Agreement. After consideration of all of the factors below and based on its informed business judgment, the Board determined that the Sub-Advisory Agreement is in the best interests of the Fund and its shareholders. .. The nature and extent of the advisory services to be provided by the Sub-Advisor. The Board reviewed the services to be provided by the Sub-Advisor under the Sub-Advisory Agreement. Based on such review, the Board concluded that the range of services to be provided by the Sub-Advisor under the Sub-Advisory Agreement was appropriate and that the Sub-Advisor currently is providing services in accordance with the terms of the Sub-Advisory Agreement. .. The quality of services to be provided by the Sub-Advisor. The Board reviewed the credentials and experience of the officers and employees of the Sub-Advisor who will provide investment advisory services to the Fund. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by the Sub-Advisor was appropriate, and that the Sub-Advisor currently is providing satisfactory services in accordance with the terms of the Sub-Advisory Agreement. .. The performance of the Fund relative to comparable funds. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of funds advised by other advisors with investment strategies comparable to those of the Fund. The Board noted that the Fund's performance in such periods was below the median performance of such comparable funds. The Board also noted that AIM began serving as investment advisor to the Fund in November 2003. Based on this review and after taking account of all of the other factors that the Board considered in determining whether to continue the Advisory Agreement for the Fund, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time. However, due to the Fund's under-performance, the Board also concluded that it would be appropriate for management and the Board to continue to closely monitor the performance of the Fund. .. The performance of the Fund relative to indices. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of the Lipper S&P 500 Fund Index. The Board noted that the Fund's performance for the one year period was comparable to the performance of such Index and for the three and five year periods was below such Index. The Board also noted that AIM began serving as investment advisor to the Fund in November 2003. Based on this review and after taking account of all of the other factors that the Board considered in determining whether to continue the Advisory Agreement for the Fund, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time. However, due to the Fund's under-performance, the Board also concluded that it would be appropriate for management and the Board to continue to closely monitor the performance of the Fund. .. Meetings with the Fund's portfolio managers and investment personnel. The Board is meeting periodically with the Fund's portfolio managers and/or other investment personnel and believes that such individuals are competent and able to continue to carry out their responsibilities under the Sub-Advisory Agreement. .. Overall performance of the Sub-Advisor. The Board considered the overall performance of the Sub-Advisor in providing investment advisory services to the Fund and concluded that such performance was satisfactory. .. Advisory fees, expense limitations and fee waivers, and breakpoints and economies of scale. In reviewing these factors, the Board considered only the advisory fees charged to the Fund by AIM and did not consider the sub-advisory fees paid by AIM to the Sub-Advisor. The Board believes that this approach is appropriate because the sub-advisory fees have no effect on the Fund or its shareholders, as they are paid by AIM rather than the Fund. Furthermore, AIM and the Sub-Advisor are affiliates and the Board believes that the allocation of fees between them is a business matter, provided that the advisory fees charged to the Fund are fair and reasonable. .. Profitability of AIM and its affiliates. The Board reviewed information concerning the profitability of AIM's (and its affiliates') investment advisory and other activities and its financial condition. The Board considered the overall profitability of AIM, as well as the profitability of AIM in connection with managing the Fund. The Board noted that AIM's operations remain profitable, although increased expenses in recent years have reduced AIM's profitability. Based on the review of the profitability of AIM's and its affiliates' investment advisory and other activities and its financial condition, the Board concluded that the compensation to be paid by the Fund to AIM under its Advisory Agreement was not excessive. .. The Sub-Advisor's financial soundness in light of the Fund's needs. The Board considered whether the Sub-Advisor is financially sound and has the resources necessary to perform its obligations under the Sub-Advisory Agreement, and concluded that the Sub-Advisor has the financial resources necessary to fulfill its obligations under the Sub-Advisory Agreement. 9 SUPPLEMENT TO ANNUAL REPORT DATED 7/31/05 AIM S&P 500 INDEX FUND INSTITUTIONAL CLASS SHARES The following information has been prepared to provide Institutional Class shareholders with a performance overview specific to their holdings. Institutional Class shares are offered exclusively to institutional investors, including defined contribution plans that meet certain criteria. - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS For periods ended 7/31/05 Inception (12/23/97) 4.79% 5 Years -2.00 1 Year 13.70 6 Months* 5.28 AVERAGE ANNUAL TOTAL RETURNS For periods ended 6/30/05, most recent calendar quarter-end Inception (12/23/97) 4.35% 5 Years -3.02 1 Year 5.95 6 Months* -0.95 *Cumulative total return that has not been annualized - -------------------------------------------------------------------------------- INSTITUTIONAL CLASS SHARES HAVE NO SALES CHARGE; THEREFORE, PERFORMANCE IS AT NAV. PERFORMANCE OF INSTITUTIONAL CLASS SHARES WILL DIFFER FROM PERFORMANCE OF OTHER SHARE CLASSES DUE TO DIFFERING SALES CHARGES AND CLASS EXPENSES. HAD THE ADVISOR NOT WAIVED FEES AND/OR REIMBURSED EXPENSES, PERFORMANCE WOULD HAVE BEEN LOWER. PLEASE NOTE THAT PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. MORE RECENT RETURNS MAY BE MORE OR LESS THAN THOSE SHOWN. ALL RETURNS ASSUME REINVESTMENT OF DISTRIBUTIONS AT NET ASSET VALUE. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO YOUR SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. SEE FULL REPORT FOR INFORMATION ON COMPARATIVE BENCHMARKS. PLEASE CONSULT YOUR FUND PROSPECTUS FOR MORE INFORMATION. FOR THE MOST CURRENT MONTH-END PERFORMANCE, PLEASE CALL 800-525-8085 OR VISIT AIMINVESTMENTS.COM. - -------------------------------------------------------------------------------- NASDAQ SYMBOL ISIIX - -------------------------------------------------------------------------------- Over for information on your Fund's expenses. FOR INSTITUTIONAL INVESTOR USE ONLY This material is for institutional investor use only and may not be quoted, reproduced or shown to the public, nor used in written form as sales literature for public use. [YOUR GOALS. OUR SOLUTIONS.] - REGISTERED TRADEMARK - [AIM INVESTMENTS LOGO] AIMINVESTMENTS.COM I-SPI-INS-1 - REGISTERED TRADEMARK - INFORMATION ABOUT YOUR FUND'S EXPENSES CALCULATING YOUR ONGOING FUND EXPENSES EXAMPLE As a shareholder of the Fund, you incur ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period February 1, 2005, through July 31, 2005. ACTUAL EXPENSES The table below provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The Fund's actual cumulative total return after expenses for the six months ended July 31, 2005, appears in the table on the front of this supplement. THE HYPOTHETICAL ACCOUNT VALUES AND EXPENSES MAY NOT BE USED TO ESTIMATE THE ACTUAL ENDING ACCOUNT BALANCE OR EXPENSES YOU PAID FOR THE PERIOD. YOU MAY USE THIS INFORMATION TO COMPARE THE ONGOING COSTS OF INVESTING IN THE FUND AND OTHER FUNDS. TO DO SO, COMPARE THIS 5% HYPOTHETICAL EXAMPLE WITH THE 5% HYPOTHETICAL EXAMPLES THAT APPEAR IN THE SHAREHOLDER REPORTS OF THE OTHER FUNDS. Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the hypothetical information is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.
- ---------------------------------------------------------------------------------------------------------------- ACTUAL HYPOTHETICAL (5% annual return before expenses) Beginning Account Ending Account Expenses Ending Account Expenses Share Value Value Paid During Value Paid During Class (2/1/05) (7/31/05)/1/ Period/2/ (7/31/05) Period/2/ Institutional $ 1,000.00 $ 1,052.80 $ 1.78 $ 1,023.06 $ 1.76
/1/The actual ending account value is based on the actual total return of the Fund for the period February 1, 2005, through July 31, 2005, after actual expenses and will differ from the hypothetical ending account value which is based on the Fund's expense ratio and a hypothetical annual return of 5% before expenses. The Fund's actual cumulative total return after expenses for the six months ended July 31, 2005, appears in the table on the front of this supplement. /2/Expenses are equal to the Fund's annualized expense ratio, 0.35% for the Institutional Class shares, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). - -------------------------------------------------------------------------------- AIMINVESTMENTS.COM I-SPI-INS-1 FINANCIALS SCHEDULE OF INVESTMENTS July 31, 2005
MARKET SHARES VALUE -------------------------------------------------------------------- COMMON STOCKS & OTHER EQUITY INTERESTS-97.82% ADVERTISING-0.18% Interpublic Group of Cos., Inc. (The)/(a)/ 8,650 $ 108,125 -------------------------------------------------------------------- Omnicom Group Inc. 3,761 319,196 -------------------------------------------------------------------- 427,321 -------------------------------------------------------------------- AEROSPACE & DEFENSE-2.16% Boeing Co. (The) 16,951 1,118,936 -------------------------------------------------------------------- General Dynamics Corp. 4,109 473,316 -------------------------------------------------------------------- Goodrich Corp. 2,456 108,653 -------------------------------------------------------------------- Honeywell International Inc. 17,506 687,636 -------------------------------------------------------------------- L-3 Communications Holdings, Inc. 2,434 190,412 -------------------------------------------------------------------- Lockheed Martin Corp. 8,288 517,171 -------------------------------------------------------------------- Northrop Grumman Corp. 7,366 408,445 -------------------------------------------------------------------- Raytheon Co. 9,268 364,510 -------------------------------------------------------------------- Rockwell Collins, Inc. 3,665 178,852 -------------------------------------------------------------------- United Technologies Corp. 20,998 1,064,599 -------------------------------------------------------------------- 5,112,530 -------------------------------------------------------------------- AGRICULTURAL PRODUCTS-0.12% Archer-Daniels-Midland Co. 12,747 292,416 -------------------------------------------------------------------- AIR FREIGHT & LOGISTICS-0.94% FedEx Corp. 6,196 521,022 -------------------------------------------------------------------- Ryder System, Inc. 1,296 50,531 -------------------------------------------------------------------- United Parcel Service, Inc. -- Class B 22,851 1,667,437 -------------------------------------------------------------------- 2,238,990 -------------------------------------------------------------------- AIRLINES-0.09% Delta Air Lines, Inc./(a)/ 2,946 8,720 -------------------------------------------------------------------- Southwest Airlines Co. 15,172 215,291 -------------------------------------------------------------------- 224,011 -------------------------------------------------------------------- ALUMINUM-0.21% Alcoa Inc. 17,930 502,936 -------------------------------------------------------------------- APPAREL RETAIL-0.31% Gap, Inc. (The) 15,544 328,134 -------------------------------------------------------------------- Limited Brands, Inc. 7,814 190,505 -------------------------------------------------------------------- TJX Cos., Inc. (The) 9,649 226,848 -------------------------------------------------------------------- 745,487 -------------------------------------------------------------------- APPAREL, ACCESSORIES & LUXURY GOODS-0.24% Coach, Inc./(a)/ 7,722 271,119 -------------------------------------------------------------------- Jones Apparel Group, Inc. 2,504 76,547 -------------------------------------------------------------------- Liz Claiborne, Inc. 2,220 92,374 -------------------------------------------------------------------- V. F. Corp. 2,045 120,737 -------------------------------------------------------------------- 560,777 --------------------------------------------------------------------
MARKET SHARES VALUE ---------------------------------------------------------------- APPLICATION SOFTWARE-0.29% Autodesk, Inc./(a)/ 4,706 $ 160,898 ---------------------------------------------------------------- Citrix Systems, Inc./(a)/ 3,506 83,548 ---------------------------------------------------------------- Compuware Corp./(a)/ 7,923 66,791 ---------------------------------------------------------------- Intuit Inc./(a)/ 3,792 182,016 ---------------------------------------------------------------- Mercury Interactive Corp./(a)/ 1,776 69,921 ---------------------------------------------------------------- Parametric Technology Corp./(a)/ 5,533 38,178 ---------------------------------------------------------------- Siebel Systems, Inc. 10,631 89,300 ---------------------------------------------------------------- 690,652 ---------------------------------------------------------------- ASSET MANAGEMENT & CUSTODY BANKS-0.82% Bank of New York Co., Inc. (The) 15,968 491,495 ---------------------------------------------------------------- Federated Investors, Inc. -- Class B 1,946 62,155 ---------------------------------------------------------------- Franklin Resources, Inc. 4,064 328,452 ---------------------------------------------------------------- Janus Capital Group Inc. 4,653 69,888 ---------------------------------------------------------------- Mellon Financial Corp. 8,668 264,027 ---------------------------------------------------------------- Northern Trust Corp. 4,160 211,328 ---------------------------------------------------------------- State Street Corp. 6,789 337,685 ---------------------------------------------------------------- T. Rowe Price Group Inc. 2,531 167,932 ---------------------------------------------------------------- 1,932,962 ---------------------------------------------------------------- AUTO PARTS & EQUIPMENT-0.15% Dana Corp. 3,107 48,811 ---------------------------------------------------------------- Delphi Corp. 11,479 60,839 ---------------------------------------------------------------- Johnson Controls, Inc. 3,931 225,797 ---------------------------------------------------------------- Visteon Corp./(a)/ 2,609 23,220 ---------------------------------------------------------------- 358,667 ---------------------------------------------------------------- AUTOMOBILE MANUFACTURERS-0.35% Ford Motor Co. 37,753 405,467 ---------------------------------------------------------------- General Motors Corp. 11,600 427,112 ---------------------------------------------------------------- 832,579 ---------------------------------------------------------------- AUTOMOTIVE RETAIL-0.10% AutoNation, Inc./(a)/ 4,619 99,724 ---------------------------------------------------------------- AutoZone, Inc./(a)/ 1,346 131,154 ---------------------------------------------------------------- 230,878 ---------------------------------------------------------------- BIOTECHNOLOGY-1.45% Amgen Inc./(a)/ 25,385 2,024,454 ---------------------------------------------------------------- Applera Corp.-Applied Biosystems Group 4,035 84,009 ---------------------------------------------------------------- Biogen Idec Inc./(a)/ 7,069 277,741 ---------------------------------------------------------------- Chiron Corp./(a)/ 3,019 109,378 ---------------------------------------------------------------- Genzyme Corp./(a)/ 5,174 384,997 ---------------------------------------------------------------- Gilead Sciences, Inc./(a)/ 9,268 415,299 ---------------------------------------------------------------- MedImmune, Inc./(a)/ 5,119 145,431 ---------------------------------------------------------------- 3,441,309 ----------------------------------------------------------------
F-1
MARKET SHARES VALUE -------------------------------------------------------------------- BREWERS-0.34% Anheuser-Busch Cos., Inc. 15,926 $ 706,318 -------------------------------------------------------------------- Molson Coors Brewing Co. -- Class B 1,610 100,947 -------------------------------------------------------------------- 807,265 -------------------------------------------------------------------- BROADCASTING & CABLE TV-0.80% Clear Channel Communications, Inc. 10,459 341,382 -------------------------------------------------------------------- Comcast Corp. -- Class A/(a)/ 45,249 1,390,502 -------------------------------------------------------------------- Univision Communications Inc. -- Class A/(a)/ 5,970 168,832 -------------------------------------------------------------------- 1,900,716 -------------------------------------------------------------------- BUILDING PRODUCTS-0.20% American Standard Cos. Inc. 3,685 163,172 -------------------------------------------------------------------- Masco Corp. 8,896 301,663 -------------------------------------------------------------------- 464,835 -------------------------------------------------------------------- CASINOS & GAMING-0.20% Harrah's Entertainment, Inc. 3,713 292,362 -------------------------------------------------------------------- International Game Technology 7,058 193,107 -------------------------------------------------------------------- 485,469 -------------------------------------------------------------------- COMMERCIAL PRINTING-0.07% Donnelley (R.R.) & Sons Co. 4,374 157,683 -------------------------------------------------------------------- COMMUNICATIONS EQUIPMENT-2.67% ADC Telecommunications, Inc./(a)/ 2,369 61,926 -------------------------------------------------------------------- Andrew Corp./(a)/ 3,338 36,685 -------------------------------------------------------------------- Avaya Inc./(a)/ 9,819 101,430 -------------------------------------------------------------------- Ciena Corp./(a)/ 11,827 26,492 -------------------------------------------------------------------- Cisco Systems, Inc./(a)/ 131,101 2,510,584 -------------------------------------------------------------------- Comverse Technology, Inc./(a)/ 4,143 104,776 -------------------------------------------------------------------- Corning Inc./(a)/ 29,730 566,356 -------------------------------------------------------------------- JDS Uniphase Corp./(a)/ 29,707 44,858 -------------------------------------------------------------------- Lucent Technologies Inc./(a)/ 90,882 266,284 -------------------------------------------------------------------- Motorola, Inc. 50,306 1,065,481 -------------------------------------------------------------------- QUALCOMM Inc. 33,512 1,323,389 -------------------------------------------------------------------- Scientific-Atlanta, Inc. 3,125 120,312 -------------------------------------------------------------------- Tellabs, Inc./(a)/ 9,195 89,375 -------------------------------------------------------------------- 6,317,948 -------------------------------------------------------------------- COMPUTER & ELECTRONICS RETAIL-0.26% Best Buy Co., Inc. 6,107 467,796 -------------------------------------------------------------------- Circuit City Stores, Inc. 3,902 71,211 -------------------------------------------------------------------- RadioShack Corp. 3,215 75,456 -------------------------------------------------------------------- 614,463 -------------------------------------------------------------------- COMPUTER HARDWARE-3.11% Apple Computer, Inc./(a)/ 16,902 720,870 -------------------------------------------------------------------- Dell Inc./(a)/ 49,667 2,010,023 -------------------------------------------------------------------- Gateway, Inc./(a)/ 6,115 24,338 -------------------------------------------------------------------- Hewlett-Packard Co. 59,231 1,458,267 -------------------------------------------------------------------- International Business Machines Corp. 33,096 2,762,192 --------------------------------------------------------------------
MARKET SHARES VALUE ------------------------------------------------------------------------- COMPUTER HARDWARE-(CONTINUED) NCR Corp./(a)/ 3,809 $ 132,210 ------------------------------------------------------------------------- Sun Microsystems, Inc./(a)/ 69,872 268,308 ------------------------------------------------------------------------- 7,376,208 ------------------------------------------------------------------------- COMPUTER STORAGE & PERIPHERALS-0.46% EMC Corp./(a)/ 49,315 675,122 ------------------------------------------------------------------------- Lexmark International, Inc. -- Class A/(a)/ 2,591 162,456 ------------------------------------------------------------------------- Network Appliance, Inc./(a)/ 7,489 191,044 ------------------------------------------------------------------------- QLogic Corp./(a)/ 1,860 57,753 ------------------------------------------------------------------------- 1,086,375 ------------------------------------------------------------------------- CONSTRUCTION & ENGINEERING-0.05% Fluor Corp. 1,775 113,245 ------------------------------------------------------------------------- CONSTRUCTION & FARM MACHINERY & HEAVY TRUCKS-0.64% Caterpillar Inc. 14,030 756,357 ------------------------------------------------------------------------- Cummins Inc. 894 76,383 ------------------------------------------------------------------------- Deere & Co. 5,050 371,326 ------------------------------------------------------------------------- Navistar International Corp./(a)/ 1,345 45,932 ------------------------------------------------------------------------- PACCAR Inc. 3,553 256,598 ------------------------------------------------------------------------- 1,506,596 ------------------------------------------------------------------------- CONSTRUCTION MATERIALS-0.06% Vulcan Materials Co. 2,105 147,855 ------------------------------------------------------------------------- CONSUMER FINANCE-1.25% American Express Co. 24,025 1,321,375 ------------------------------------------------------------------------- Capital One Financial Corp. 5,171 426,607 ------------------------------------------------------------------------- MBNA Corp. 26,004 654,261 ------------------------------------------------------------------------- Providian Financial Corp./(a)/ 5,995 113,305 ------------------------------------------------------------------------- SLM Corp. 8,606 443,123 ------------------------------------------------------------------------- 2,958,671 ------------------------------------------------------------------------- DATA PROCESSING & OUTSOURCED SERVICES-1.03% Affiliated Computer Services, Inc. -- Class A/(a)/ 2,577 128,773 ------------------------------------------------------------------------- Automatic Data Processing, Inc. 11,966 531,410 ------------------------------------------------------------------------- Computer Sciences Corp./(a)/ 3,776 172,865 ------------------------------------------------------------------------- Convergys Corp./(a)/ 2,870 41,759 ------------------------------------------------------------------------- Electronic Data Systems Corp. 10,689 219,873 ------------------------------------------------------------------------- First Data Corp. 15,972 657,088 ------------------------------------------------------------------------- Fiserv, Inc./(a)/ 3,932 174,463 ------------------------------------------------------------------------- Paychex, Inc. 7,274 253,935 ------------------------------------------------------------------------- Sabre Holdings Corp. -- Class A 2,664 51,149 ------------------------------------------------------------------------- SunGard Data Systems Inc./(a)/ 5,954 213,689 ------------------------------------------------------------------------- 2,445,004 ------------------------------------------------------------------------- DEPARTMENT STORES-0.73% Dillard's, Inc. -- Class A 1,444 33,010 ------------------------------------------------------------------------- Federated Department Stores, Inc. 3,495 265,166 ------------------------------------------------------------------------- J.C. Penney Co., Inc. 5,400 303,156 -------------------------------------------------------------------------
F-2
MARKET SHARES VALUE ---------------------------------------------------------------------- DEPARTMENT STORES-(CONTINUED) Kohl's Corp./(a)/ 6,692 $ 377,094 ---------------------------------------------------------------------- May Department Stores Co. (The) 6,142 252,129 ---------------------------------------------------------------------- Nordstrom, Inc. 5,040 186,530 ---------------------------------------------------------------------- Sears Holdings Corp./(a)/ 2,097 323,420 ---------------------------------------------------------------------- 1,740,505 ---------------------------------------------------------------------- DISTILLERS & VINTNERS-0.09% Brown-Forman Corp. -- Class B 1,843 107,723 ---------------------------------------------------------------------- Constellation Brands, Inc. -- Class A/(a)/ 4,013 109,956 ---------------------------------------------------------------------- 217,679 ---------------------------------------------------------------------- DISTRIBUTORS-0.07% Genuine Parts Co. 3,573 163,608 ---------------------------------------------------------------------- DIVERSIFIED BANKS-3.67% Bank of America Corp. 82,501 3,597,044 ---------------------------------------------------------------------- Comerica Inc. 3,481 212,689 ---------------------------------------------------------------------- U.S. Bancorp 37,597 1,130,166 ---------------------------------------------------------------------- Wachovia Corp. 32,333 1,628,937 ---------------------------------------------------------------------- Wells Fargo & Co. 34,614 2,123,223 ---------------------------------------------------------------------- 8,692,059 ---------------------------------------------------------------------- DIVERSIFIED CHEMICALS-0.98% Ashland Inc. 1,375 84,494 ---------------------------------------------------------------------- Dow Chemical Co. (The) 19,719 945,526 ---------------------------------------------------------------------- E. I. du Pont de Nemours and Co. 20,433 872,080 ---------------------------------------------------------------------- Eastman Chemical Co. 1,648 91,283 ---------------------------------------------------------------------- Engelhard Corp. 2,499 71,696 ---------------------------------------------------------------------- Hercules Inc./(a)/ 2,350 32,900 ---------------------------------------------------------------------- PPG Industries, Inc. 3,520 228,906 ---------------------------------------------------------------------- 2,326,885 ---------------------------------------------------------------------- DIVERSIFIED COMMERCIAL & PROFESSIONAL SERVICES-0.29% Cendant Corp. 21,584 461,034 ---------------------------------------------------------------------- Cintas Corp. 3,056 135,472 ---------------------------------------------------------------------- Equifax Inc. 2,643 96,205 ---------------------------------------------------------------------- 692,711 ---------------------------------------------------------------------- DIVERSIFIED METALS & MINING-0.15% Freeport-McMoRan Copper & Gold, Inc. -- Class B 3,665 147,626 ---------------------------------------------------------------------- Phelps Dodge Corp. 1,977 210,452 ---------------------------------------------------------------------- 358,078 ---------------------------------------------------------------------- DRUG RETAIL-0.64% CVS Corp. 16,618 515,657 ---------------------------------------------------------------------- Walgreen Co. 20,996 1,004,869 ---------------------------------------------------------------------- 1,520,526 ---------------------------------------------------------------------- EDUCATION SERVICES-0.11% Apollo Group, Inc. -- Class A/(a)/ 3,352 251,903 ----------------------------------------------------------------------
MARKET SHARES VALUE ------------------------------------------------------------------- ELECTRIC UTILITIES-2.09% Allegheny Energy, Inc./(a)/ 3,373 $ 96,131 ------------------------------------------------------------------- Ameren Corp. 4,170 231,935 ------------------------------------------------------------------- American Electric Power Co., Inc. 7,877 304,840 ------------------------------------------------------------------- CenterPoint Energy, Inc. 5,918 81,313 ------------------------------------------------------------------- Cinergy Corp. 4,067 179,558 ------------------------------------------------------------------- Consolidated Edison, Inc. 4,962 238,970 ------------------------------------------------------------------- DTE Energy Co. 3,558 167,226 ------------------------------------------------------------------- Edison International 6,664 272,424 ------------------------------------------------------------------- Entergy Corp. 4,360 339,818 ------------------------------------------------------------------- Exelon Corp. 13,726 734,616 ------------------------------------------------------------------- FirstEnergy Corp. 6,747 335,866 ------------------------------------------------------------------- FPL Group, Inc. 8,040 346,685 ------------------------------------------------------------------- PG&E Corp. 7,591 285,649 ------------------------------------------------------------------- Pinnacle West Capital Corp. 2,017 92,379 ------------------------------------------------------------------- PPL Corp. 3,892 239,669 ------------------------------------------------------------------- Progress Energy, Inc. 5,100 227,511 ------------------------------------------------------------------- Southern Co. (The) 15,297 535,242 ------------------------------------------------------------------- TECO Energy, Inc. 4,224 80,087 ------------------------------------------------------------------- Xcel Energy, Inc. 8,301 161,122 ------------------------------------------------------------------- 4,951,041 ------------------------------------------------------------------- ELECTRICAL COMPONENTS & EQUIPMENT-0.41% American Power Conversion Corp. 3,677 103,360 ------------------------------------------------------------------- Cooper Industries, Ltd. -- Class A (Bermuda) 1,895 122,379 ------------------------------------------------------------------- Emerson Electric Co. 8,547 562,393 ------------------------------------------------------------------- Rockwell Automation, Inc. 3,579 184,354 ------------------------------------------------------------------- 972,486 ------------------------------------------------------------------- ELECTRONIC EQUIPMENT MANUFACTURERS-0.14% Agilent Technologies, Inc./(a)/ 8,841 231,988 ------------------------------------------------------------------- Symbol Technologies, Inc. 4,963 57,769 ------------------------------------------------------------------- Tektronix, Inc. 1,806 45,258 ------------------------------------------------------------------- 335,015 ------------------------------------------------------------------- ELECTRONIC MANUFACTURING SERVICES-0.14% Jabil Circuit, Inc./(a)/ 3,754 117,087 ------------------------------------------------------------------- Molex Inc. 3,430 96,863 ------------------------------------------------------------------- Sanmina-SCI Corp./(a)/ 10,807 51,657 ------------------------------------------------------------------- Solectron Corp./(a)/ 19,966 76,669 ------------------------------------------------------------------- 342,276 ------------------------------------------------------------------- ENVIRONMENTAL & FACILITIES SERVICES-0.16% Allied Waste Industries, Inc./(a)/ 5,550 47,619 ------------------------------------------------------------------- Waste Management, Inc. 11,628 326,979 ------------------------------------------------------------------- 374,598 -------------------------------------------------------------------
F-3
MARKET SHARES VALUE ----------------------------------------------------------------- FERTILIZERS & AGRICULTURAL CHEMICALS-0.16% Monsanto Co. 5,501 $ 370,602 ----------------------------------------------------------------- FOOD DISTRIBUTORS-0.20% Sysco Corp. 12,986 468,275 ----------------------------------------------------------------- FOOD RETAIL-0.33% Albertson's, Inc. 7,528 160,422 ----------------------------------------------------------------- Kroger Co. (The)/(a)/ 14,986 297,472 ----------------------------------------------------------------- Safeway Inc. 9,154 222,442 ----------------------------------------------------------------- SUPERVALU Inc. 2,794 98,908 ----------------------------------------------------------------- 779,244 ----------------------------------------------------------------- FOOTWEAR-0.19% NIKE, Inc. -- Class B 4,684 392,519 ----------------------------------------------------------------- Reebok International Ltd. 1,146 48,476 ----------------------------------------------------------------- 440,995 ----------------------------------------------------------------- FOREST PRODUCTS-0.17% Louisiana-Pacific Corp. 2,300 61,686 ----------------------------------------------------------------- Weyerhaeuser Co. 5,022 346,418 ----------------------------------------------------------------- 408,104 ----------------------------------------------------------------- GAS UTILITIES-0.15% KeySpan Corp. 3,537 143,921 ----------------------------------------------------------------- Nicor Inc. 902 36,820 ----------------------------------------------------------------- NiSource Inc. 5,548 134,761 ----------------------------------------------------------------- Peoples Energy Corp. 754 32,535 ----------------------------------------------------------------- 348,037 ----------------------------------------------------------------- GENERAL MERCHANDISE STORES-0.55% Big Lots, Inc./(a)/ 2,318 30,064 ----------------------------------------------------------------- Dollar General Corp. 6,166 125,293 ----------------------------------------------------------------- Family Dollar Stores, Inc. 3,430 88,494 ----------------------------------------------------------------- Target Corp. 18,121 1,064,609 ----------------------------------------------------------------- 1,308,460 ----------------------------------------------------------------- GOLD-0.15% Newmont Mining Corp. 9,147 343,470 ----------------------------------------------------------------- HEALTH CARE DISTRIBUTORS-0.40% AmerisourceBergen Corp. 2,155 154,707 ----------------------------------------------------------------- Cardinal Health, Inc. 8,769 522,457 ----------------------------------------------------------------- McKesson Corp. 6,038 271,710 ----------------------------------------------------------------- 948,874 ----------------------------------------------------------------- HEALTH CARE EQUIPMENT-2.16% Bard (C.R.), Inc. 2,142 143,064 ----------------------------------------------------------------- Baxter International Inc. 12,733 500,025 ----------------------------------------------------------------- Becton, Dickinson and Co. 5,185 287,093 ----------------------------------------------------------------- Biomet, Inc. 5,182 197,590 ----------------------------------------------------------------- Boston Scientific Corp./(a)/ 15,381 445,280 ----------------------------------------------------------------- Fisher Scientific International Inc./(a)/ 2,463 165,144 -----------------------------------------------------------------
MARKET SHARES VALUE -------------------------------------------------------------------- HEALTH CARE EQUIPMENT-(CONTINUED) Guidant Corp. 6,667 $ 458,690 -------------------------------------------------------------------- Hospira, Inc./(a)/ 3,242 124,007 -------------------------------------------------------------------- Medtronic, Inc. 24,812 1,338,359 -------------------------------------------------------------------- PerkinElmer, Inc. 2,680 56,226 -------------------------------------------------------------------- St. Jude Medical, Inc./(a)/ 7,432 352,351 -------------------------------------------------------------------- Stryker Corp. 7,690 415,952 -------------------------------------------------------------------- Thermo Electron Corp./(a)/ 3,287 98,150 -------------------------------------------------------------------- Waters Corp./(a)/ 2,407 108,989 -------------------------------------------------------------------- Zimmer Holdings, Inc./(a)/ 5,065 417,153 -------------------------------------------------------------------- 5,108,073 -------------------------------------------------------------------- HEALTH CARE FACILITIES-0.31% HCA Inc. 8,597 423,402 -------------------------------------------------------------------- Health Management Associates, Inc. -- Class A 5,101 121,404 -------------------------------------------------------------------- Manor Care, Inc. 1,761 66,848 -------------------------------------------------------------------- Tenet Healthcare Corp./(a)/ 9,579 116,289 -------------------------------------------------------------------- 727,943 -------------------------------------------------------------------- HEALTH CARE SERVICES-0.55% Caremark Rx, Inc./(a)/ 9,305 414,817 -------------------------------------------------------------------- Express Scripts, Inc./(a)/ 3,042 159,097 -------------------------------------------------------------------- IMS Health Inc. 4,644 126,456 -------------------------------------------------------------------- Laboratory Corp. of America Holdings/(a)/ 2,776 140,660 -------------------------------------------------------------------- Medco Health Solutions, Inc./(a)/ 5,685 275,381 -------------------------------------------------------------------- Quest Diagnostics Inc. 3,734 191,704 -------------------------------------------------------------------- 1,308,115 -------------------------------------------------------------------- HEALTH CARE SUPPLIES-0.07% Bausch & Lomb Inc. 1,097 92,861 -------------------------------------------------------------------- Millipore Corp./(a)/ 1,024 62,740 -------------------------------------------------------------------- 155,601 -------------------------------------------------------------------- HOME ENTERTAINMENT SOFTWARE-0.15% Electronic Arts Inc./(a)/ 6,299 362,822 -------------------------------------------------------------------- HOME FURNISHINGS-0.04% Leggett & Platt, Inc. 3,903 98,707 -------------------------------------------------------------------- HOME IMPROVEMENT RETAIL-1.30% Home Depot, Inc. (The) 44,031 1,915,789 -------------------------------------------------------------------- Lowe's Cos., Inc. 15,846 1,049,322 -------------------------------------------------------------------- Sherwin-Williams Co. (The) 2,589 123,262 -------------------------------------------------------------------- 3,088,373 -------------------------------------------------------------------- HOMEBUILDING-0.33% Centex Corp. 2,623 194,050 -------------------------------------------------------------------- D.R. Horton, Inc. 5,572 228,898 -------------------------------------------------------------------- KB HOME 1,704 139,575 -------------------------------------------------------------------- Pulte Homes, Inc. 2,423 226,841 -------------------------------------------------------------------- 789,364 --------------------------------------------------------------------
F-4
MARKET SHARES VALUE --------------------------------------------------------------------- HOMEFURNISHING RETAIL-0.12% Bed Bath & Beyond Inc./(a)/ 6,060 $ 278,154 --------------------------------------------------------------------- HOTELS, RESORTS & CRUISE LINES-0.56% Carnival Corp. (Panama)/(b)/ 10,809 566,392 --------------------------------------------------------------------- Hilton Hotels Corp. 7,869 194,758 --------------------------------------------------------------------- Marriott International, Inc. -- Class A 4,071 278,741 --------------------------------------------------------------------- Starwood Hotels & Resorts Worldwide, Inc./(c)/ 4,446 281,521 --------------------------------------------------------------------- 1,321,412 --------------------------------------------------------------------- HOUSEHOLD APPLIANCES-0.17% Black & Decker Corp. (The) 1,641 148,199 --------------------------------------------------------------------- Maytag Corp. 1,589 26,806 --------------------------------------------------------------------- Snap-on Inc. 1,164 42,696 --------------------------------------------------------------------- Stanley Works (The) 1,537 75,205 --------------------------------------------------------------------- Whirlpool Corp. 1,367 109,333 --------------------------------------------------------------------- 402,239 --------------------------------------------------------------------- HOUSEHOLD PRODUCTS-1.77% Clorox Co. (The) 3,154 176,151 --------------------------------------------------------------------- Colgate-Palmolive Co. 10,749 569,052 --------------------------------------------------------------------- Kimberly-Clark Corp. 9,813 625,677 --------------------------------------------------------------------- Procter & Gamble Co. (The) 50,764 2,824,001 --------------------------------------------------------------------- 4,194,881 --------------------------------------------------------------------- HOUSEWARES & SPECIALTIES-0.18% Fortune Brands, Inc. 2,983 282,043 --------------------------------------------------------------------- Newell Rubbermaid Inc. 5,636 140,167 --------------------------------------------------------------------- 422,210 --------------------------------------------------------------------- HUMAN RESOURCE & EMPLOYMENT SERVICES-0.08% Monster Worldwide Inc./(a)/ 2,488 75,561 --------------------------------------------------------------------- Robert Half International Inc. 3,292 111,566 --------------------------------------------------------------------- 187,127 --------------------------------------------------------------------- HYPERMARKETS & SUPER CENTERS-1.62% Costco Wholesale Corp. 9,798 450,414 --------------------------------------------------------------------- Wal-Mart Stores, Inc. 68,633 3,387,039 --------------------------------------------------------------------- 3,837,453 --------------------------------------------------------------------- INDEPENDENT POWER PRODUCERS & ENERGY TRADERS-0.63% AES Corp. (The)/(a)/ 13,399 215,054 --------------------------------------------------------------------- Calpine Corp./(a)/ 11,037 36,643 --------------------------------------------------------------------- Constellation Energy Group 3,633 218,743 --------------------------------------------------------------------- Duke Energy Corp. 19,010 561,555 --------------------------------------------------------------------- Dynegy Inc. -- Class A/(a)/ 6,774 37,663 --------------------------------------------------------------------- TXU Corp. 4,922 426,442 --------------------------------------------------------------------- 1,496,100 ---------------------------------------------------------------------
MARKET SHARES VALUE ------------------------------------------------------------------- INDUSTRIAL CONGLOMERATES-4.29% 3M Co. 15,800 $ 1,185,000 ------------------------------------------------------------------- General Electric Co. 217,576 7,506,372 ------------------------------------------------------------------- Textron Inc. 2,760 204,709 ------------------------------------------------------------------- Tyco International Ltd. (Bermuda) 41,429 1,262,342 ------------------------------------------------------------------- 10,158,423 ------------------------------------------------------------------- INDUSTRIAL GASES-0.26% Air Products and Chemicals, Inc. 4,702 280,992 ------------------------------------------------------------------- Praxair, Inc. 6,635 327,703 ------------------------------------------------------------------- 608,695 ------------------------------------------------------------------- INDUSTRIAL MACHINERY-0.79% Danaher Corp. 5,629 312,128 ------------------------------------------------------------------- Dover Corp. 4,194 173,044 ------------------------------------------------------------------- Eaton Corp. 3,091 201,966 ------------------------------------------------------------------- Illinois Tool Works Inc. 5,599 479,554 ------------------------------------------------------------------- Ingersoll-Rand Co. Ltd. -- Class A (Bermuda) 3,457 270,234 ------------------------------------------------------------------- ITT Industries, Inc. 1,887 200,777 ------------------------------------------------------------------- Pall Corp. 2,519 78,013 ------------------------------------------------------------------- Parker Hannifin Corp. 2,458 161,540 ------------------------------------------------------------------- 1,877,256 ------------------------------------------------------------------- INSURANCE BROKERS-0.20% Aon Corp. 6,473 164,673 ------------------------------------------------------------------- Marsh & McLennan Cos., Inc. 10,931 316,671 ------------------------------------------------------------------- 481,344 ------------------------------------------------------------------- INTEGRATED OIL & GAS-5.60% Amerada Hess Corp. 1,760 207,434 ------------------------------------------------------------------- Chevron Corp. 43,048 2,497,214 ------------------------------------------------------------------- ConocoPhillips 28,571 1,788,259 ------------------------------------------------------------------- Exxon Mobil Corp. 130,590 7,672,163 ------------------------------------------------------------------- Marathon Oil Corp. 7,482 436,650 ------------------------------------------------------------------- Occidental Petroleum Corp. 8,169 672,145 ------------------------------------------------------------------- 13,273,865 ------------------------------------------------------------------- INTEGRATED TELECOMMUNICATION SERVICES-2.79% ALLTEL Corp. 7,797 518,501 ------------------------------------------------------------------- AT&T Corp. 16,474 326,185 ------------------------------------------------------------------- BellSouth Corp. 37,572 1,036,987 ------------------------------------------------------------------- CenturyTel, Inc. 2,719 93,452 ------------------------------------------------------------------- Citizens Communications Co. 6,986 91,796 ------------------------------------------------------------------- Qwest Communications International Inc./(a)/ 34,303 131,037 ------------------------------------------------------------------- SBC Communications Inc. 67,762 1,656,781 ------------------------------------------------------------------- Sprint Corp. 30,355 816,550 ------------------------------------------------------------------- Verizon Communications Inc. 56,772 1,943,306 ------------------------------------------------------------------- 6,614,595 -------------------------------------------------------------------
F-5
MARKET SHARES VALUE ----------------------------------------------------------- INTERNET RETAIL-0.44% eBay Inc./(a)/ 24,920 $ 1,041,158 ----------------------------------------------------------- INTERNET SOFTWARE & SERVICES-0.38% Yahoo! Inc./(a)/ 26,928 897,780 ----------------------------------------------------------- INVESTMENT BANKING & BROKERAGE-1.93% Bear Stearns Cos. Inc. (The) 2,331 238,018 ----------------------------------------------------------- E*TRADE Financial Corp./(a)/ 7,581 117,581 ----------------------------------------------------------- Goldman Sachs Group, Inc. (The) 9,059 973,661 ----------------------------------------------------------- Lehman Brothers Holdings Inc. 5,674 596,508 ----------------------------------------------------------- Merrill Lynch & Co., Inc. 19,393 1,139,921 ----------------------------------------------------------- Morgan Stanley 22,475 1,192,299 ----------------------------------------------------------- Schwab (Charles) Corp. (The) 23,375 320,238 ----------------------------------------------------------- 4,578,226 ----------------------------------------------------------- IT CONSULTING & OTHER SERVICES-0.02% Unisys Corp./(a)/ 7,000 45,290 ----------------------------------------------------------- LEISURE PRODUCTS-0.14% Brunswick Corp. 1,981 92,235 ----------------------------------------------------------- Hasbro, Inc. 3,414 74,903 ----------------------------------------------------------- Mattel, Inc. 8,423 157,089 ----------------------------------------------------------- 324,227 ----------------------------------------------------------- LIFE & HEALTH INSURANCE-1.04% AFLAC Inc. 10,265 462,952 ----------------------------------------------------------- Jefferson-Pilot Corp. 2,792 140,075 ----------------------------------------------------------- Lincoln National Corp. 3,566 172,238 ----------------------------------------------------------- MetLife, Inc. 15,043 739,213 ----------------------------------------------------------- Prudential Financial, Inc. 10,718 717,034 ----------------------------------------------------------- Torchmark Corp. 2,135 111,596 ----------------------------------------------------------- UnumProvident Corp. 6,086 116,547 ----------------------------------------------------------- 2,459,655 ----------------------------------------------------------- MANAGED HEALTH CARE-1.32% Aetna Inc. 5,958 461,149 ----------------------------------------------------------- CIGNA Corp. 2,694 287,585 ----------------------------------------------------------- Humana Inc./(a)/ 3,309 131,864 ----------------------------------------------------------- UnitedHealth Group Inc. 25,974 1,358,440 ----------------------------------------------------------- WellPoint, Inc./(a)/ 12,578 889,768 ----------------------------------------------------------- 3,128,806 ----------------------------------------------------------- METAL & GLASS CONTAINERS-0.06% Ball Corp. 2,262 85,843 ----------------------------------------------------------- Pactiv Corp./(a)/ 3,026 66,633 ----------------------------------------------------------- 152,476 ----------------------------------------------------------- MOTORCYCLE MANUFACTURERS-0.13% Harley-Davidson, Inc. 5,839 310,576 ----------------------------------------------------------- MOVIES & ENTERTAINMENT-2.02% Disney (Walt) Co. (The) 41,880 1,073,803 ----------------------------------------------------------- News Corp. -- Class A 59,168 969,172 -----------------------------------------------------------
MARKET SHARES VALUE -------------------------------------------------------------------- MOVIES & ENTERTAINMENT-(CONTINUED) Time Warner Inc. 96,125 $ 1,636,048 -------------------------------------------------------------------- Viacom Inc. -- Class B 33,086 1,108,050 -------------------------------------------------------------------- 4,787,073 -------------------------------------------------------------------- MULTI-LINE INSURANCE-1.67% American International Group, Inc. 53,233 3,204,627 -------------------------------------------------------------------- Hartford Financial Services Group, Inc. (The) 6,085 490,268 -------------------------------------------------------------------- Loews Corp. 3,265 273,052 -------------------------------------------------------------------- 3,967,947 -------------------------------------------------------------------- MULTI-UTILITIES-0.47% CMS Energy Corp./(a)/ 4,532 71,787 -------------------------------------------------------------------- Dominion Resources, Inc. 6,984 515,838 -------------------------------------------------------------------- Public Service Enterprise Group Inc. 4,877 313,591 -------------------------------------------------------------------- Sempra Energy 4,907 208,548 -------------------------------------------------------------------- 1,109,764 -------------------------------------------------------------------- OFFICE ELECTRONICS-0.11% Xerox Corp./(a)/ 19,686 260,052 -------------------------------------------------------------------- OFFICE SERVICES & SUPPLIES-0.14% Avery Dennison Corp. 2,078 117,760 -------------------------------------------------------------------- Pitney Bowes Inc. 4,721 210,462 -------------------------------------------------------------------- 328,222 -------------------------------------------------------------------- OIL & GAS DRILLING-0.35% Nabors Industries, Ltd. (Bermuda)/(a)/ 3,041 199,033 -------------------------------------------------------------------- Noble Corp. (Cayman Islands) 2,773 186,290 -------------------------------------------------------------------- Rowan Cos., Inc. 2,193 74,913 -------------------------------------------------------------------- Transocean Inc. (Cayman Islands)/(a)/ 6,689 377,460 -------------------------------------------------------------------- 837,696 -------------------------------------------------------------------- OIL & GAS EQUIPMENT & SERVICES-1.08% Baker Hughes Inc. 6,950 392,953 -------------------------------------------------------------------- BJ Services Co. 3,323 202,670 -------------------------------------------------------------------- Halliburton Co. 10,374 581,463 -------------------------------------------------------------------- National-Oilwell Varco Inc./(a)/ 3,532 184,900 -------------------------------------------------------------------- Schlumberger Ltd. (Netherlands) 12,086 1,012,082 -------------------------------------------------------------------- Weatherford International Ltd. (Bermuda)/(a)/ 2,838 179,589 -------------------------------------------------------------------- 2,553,657 -------------------------------------------------------------------- OIL & GAS EXPLORATION & PRODUCTION-1.29% Anadarko Petroleum Corp. 4,844 427,967 -------------------------------------------------------------------- Apache Corp. 6,732 460,469 -------------------------------------------------------------------- Burlington Resources Inc. 7,914 507,367 -------------------------------------------------------------------- Devon Energy Corp. 9,706 544,410 -------------------------------------------------------------------- EOG Resources, Inc. 4,888 298,657 -------------------------------------------------------------------- Kerr-McGee Corp. 2,382 191,060 -------------------------------------------------------------------- Unocal Corp. 5,575 361,539 -------------------------------------------------------------------- XTO Energy, Inc. 7,404 259,806 -------------------------------------------------------------------- 3,051,275 --------------------------------------------------------------------
F-6
MARKET SHARES VALUE ----------------------------------------------------------- OIL & GAS REFINING & MARKETING-0.26% Sunoco, Inc. 1,418 $ 178,285 ----------------------------------------------------------- Valero Energy Corp. 5,265 435,837 ----------------------------------------------------------- 614,122 ----------------------------------------------------------- OIL & GAS STORAGE & TRANSPORTATION-0.26% El Paso Corp. 13,259 159,108 ----------------------------------------------------------- Kinder Morgan, Inc. 2,225 197,714 ----------------------------------------------------------- Williams Cos., Inc. (The) 11,664 247,743 ----------------------------------------------------------- 604,565 ----------------------------------------------------------- OTHER DIVERSIFIED FINANCIAL SERVICES-3.14% Citigroup Inc. 106,720 4,642,320 ----------------------------------------------------------- JPMorgan Chase & Co. 72,185 2,536,581 ----------------------------------------------------------- Principal Financial Group, Inc. 6,026 264,843 ----------------------------------------------------------- 7,443,744 ----------------------------------------------------------- PACKAGED FOODS & MEATS-1.01% Campbell Soup Co. 6,660 205,461 ----------------------------------------------------------- ConAgra Foods, Inc. 10,646 241,771 ----------------------------------------------------------- General Mills, Inc. 7,583 359,434 ----------------------------------------------------------- Heinz (H.J.) Co. 7,160 263,345 ----------------------------------------------------------- Hershey Co. (The) 4,475 285,818 ----------------------------------------------------------- Kellogg Co. 7,179 325,280 ----------------------------------------------------------- McCormick & Co., Inc. 2,760 95,993 ----------------------------------------------------------- Sara Lee Corp. 16,146 321,790 ----------------------------------------------------------- Wrigley Jr. (Wm.) Co. 4,000 284,560 ----------------------------------------------------------- 2,383,452 ----------------------------------------------------------- PAPER PACKAGING-0.11% Bemis Co., Inc. 2,197 59,319 ----------------------------------------------------------- Sealed Air Corp./(a)/ 1,716 91,051 ----------------------------------------------------------- Temple-Inland Inc. 2,546 101,305 ----------------------------------------------------------- 251,675 ----------------------------------------------------------- PAPER PRODUCTS-0.26% Georgia-Pacific Corp. 5,315 181,507 ----------------------------------------------------------- International Paper Co. 10,030 316,948 ----------------------------------------------------------- MeadWestvaco Corp. 3,823 111,708 ----------------------------------------------------------- 610,163 ----------------------------------------------------------- PERSONAL PRODUCTS-0.63% Alberto-Culver Co. 1,726 77,877 ----------------------------------------------------------- Avon Products, Inc. 9,682 316,698 ----------------------------------------------------------- Gillette Co. (The) 20,465 1,098,357 ----------------------------------------------------------- 1,492,932 ----------------------------------------------------------- PHARMACEUTICALS-6.65% Abbott Laboratories 31,789 1,482,321 ----------------------------------------------------------- Allergan, Inc. 2,675 239,065 ----------------------------------------------------------- Bristol-Myers Squibb Co. 40,090 1,001,448 -----------------------------------------------------------
MARKET SHARES VALUE ----------------------------------------------------------------------- PHARMACEUTICALS-(CONTINUED) Forest Laboratories, Inc./(a)/ 6,984 $ 278,801 ----------------------------------------------------------------------- Johnson & Johnson 61,001 3,901,624 ----------------------------------------------------------------------- King Pharmaceuticals, Inc./(a)/ 4,964 55,349 ----------------------------------------------------------------------- Lilly (Eli) and Co. 23,244 1,309,102 ----------------------------------------------------------------------- Merck & Co. Inc. 45,167 1,402,887 ----------------------------------------------------------------------- Mylan Laboratories Inc. 4,463 77,478 ----------------------------------------------------------------------- Pfizer Inc. 152,514 4,041,621 ----------------------------------------------------------------------- Schering-Plough Corp. 30,276 630,346 ----------------------------------------------------------------------- Watson Pharmaceuticals, Inc./(a)/ 2,259 75,451 ----------------------------------------------------------------------- Wyeth 27,458 1,256,204 ----------------------------------------------------------------------- 15,751,697 ----------------------------------------------------------------------- PHOTOGRAPHIC PRODUCTS-0.07% Eastman Kodak Co. 5,871 156,991 ----------------------------------------------------------------------- PROPERTY & CASUALTY INSURANCE-1.39% ACE Ltd. (Cayman Islands) 5,920 273,563 ----------------------------------------------------------------------- Allstate Corp. (The) 13,708 839,752 ----------------------------------------------------------------------- Ambac Financial Group, Inc. 2,222 159,628 ----------------------------------------------------------------------- Chubb Corp. (The) 4,018 356,879 ----------------------------------------------------------------------- Cincinnati Financial Corp. 3,412 140,643 ----------------------------------------------------------------------- MBIA Inc. 2,777 168,675 ----------------------------------------------------------------------- Progressive Corp. (The) 4,077 406,436 ----------------------------------------------------------------------- Safeco Corp. 2,601 142,899 ----------------------------------------------------------------------- St. Paul Travelers Cos., Inc. (The) 13,821 608,400 ----------------------------------------------------------------------- XL Capital Ltd. -- Class A (Cayman Islands) 2,873 206,339 ----------------------------------------------------------------------- 3,303,214 ----------------------------------------------------------------------- PUBLISHING-0.52% Dow Jones & Co., Inc. 1,444 54,193 ----------------------------------------------------------------------- Gannett Co., Inc. 5,094 371,658 ----------------------------------------------------------------------- Knight-Ridder, Inc. 1,525 95,404 ----------------------------------------------------------------------- McGraw-Hill Cos., Inc. (The) 7,684 353,541 ----------------------------------------------------------------------- Meredith Corp. 930 46,035 ----------------------------------------------------------------------- New York Times Co. (The) -- Class A 3,012 94,938 ----------------------------------------------------------------------- Tribune Co. 6,101 222,687 ----------------------------------------------------------------------- 1,238,456 ----------------------------------------------------------------------- RAILROADS-0.55% Burlington Northern Santa Fe Corp. 7,739 419,841 ----------------------------------------------------------------------- CSX Corp. 4,426 201,560 ----------------------------------------------------------------------- Norfolk Southern Corp. 8,293 308,583 ----------------------------------------------------------------------- Union Pacific Corp. 5,394 379,252 ----------------------------------------------------------------------- 1,309,236 ----------------------------------------------------------------------- REAL ESTATE-0.62% Apartment Investment & Management Co. -- Class A 1,956 86,064 ----------------------------------------------------------------------- Archstone-Smith Trust 4,086 173,655 ----------------------------------------------------------------------- Equity Office Properties Trust 8,360 296,362 ----------------------------------------------------------------------- Equity Residential 5,885 237,754 -----------------------------------------------------------------------
F-7
MARKET SHARES VALUE ------------------------------------------------------------------- REAL ESTATE-(CONTINUED) Plum Creek Timber Co., Inc. 3,791 $ 143,489 ------------------------------------------------------------------- ProLogis 3,828 174,404 ------------------------------------------------------------------- Simon Property Group, Inc. 4,505 359,229 ------------------------------------------------------------------- 1,470,957 ------------------------------------------------------------------- REGIONAL BANKS-1.84% AmSouth Bancorp. 7,263 202,710 ------------------------------------------------------------------- BB&T Corp. 11,219 469,179 ------------------------------------------------------------------- Compass Bancshares, Inc. 2,527 121,827 ------------------------------------------------------------------- Fifth Third Bancorp 10,702 461,256 ------------------------------------------------------------------- First Horizon National Corp. 2,546 103,851 ------------------------------------------------------------------- Huntington Bancshares Inc. 4,742 118,265 ------------------------------------------------------------------- KeyCorp 8,362 286,315 ------------------------------------------------------------------- M&T Bank Corp. 2,011 218,214 ------------------------------------------------------------------- Marshall & Ilsley Corp. 4,367 200,533 ------------------------------------------------------------------- National City Corp. 12,155 448,641 ------------------------------------------------------------------- North Fork Bancorp., Inc. 9,796 268,312 ------------------------------------------------------------------- PNC Financial Services Group, Inc. 5,816 318,833 ------------------------------------------------------------------- Regions Financial Corp. 9,503 319,681 ------------------------------------------------------------------- SunTrust Banks, Inc. 6,970 506,858 ------------------------------------------------------------------- Synovus Financial Corp. 6,358 188,006 ------------------------------------------------------------------- Zions Bancorp. 1,838 131,380 ------------------------------------------------------------------- 4,363,861 ------------------------------------------------------------------- RESTAURANTS-0.75% Darden Restaurants, Inc. 3,022 104,863 ------------------------------------------------------------------- McDonald's Corp. 26,022 811,106 ------------------------------------------------------------------- Starbucks Corp./(a)/ 7,995 420,137 ------------------------------------------------------------------- Wendy's International, Inc. 2,357 121,857 ------------------------------------------------------------------- Yum! Brands, Inc. 5,943 311,116 ------------------------------------------------------------------- 1,769,079 ------------------------------------------------------------------- SEMICONDUCTOR EQUIPMENT-0.41% Applied Materials, Inc. 33,725 622,564 ------------------------------------------------------------------- KLA-Tencor Corp. 4,023 207,989 ------------------------------------------------------------------- Novellus Systems, Inc./(a)/ 2,874 82,915 ------------------------------------------------------------------- Teradyne, Inc./(a)/ 4,009 62,260 ------------------------------------------------------------------- 975,728 ------------------------------------------------------------------- SEMICONDUCTORS-2.91% Advanced Micro Devices, Inc./(a)/ 8,058 161,805 ------------------------------------------------------------------- Altera Corp./(a)/ 7,615 166,540 ------------------------------------------------------------------- Analog Devices, Inc. 7,620 298,704 ------------------------------------------------------------------- Applied Micro Circuits Corp./(a)/ 6,302 18,969 ------------------------------------------------------------------- Broadcom Corp. -- Class A/(a)/ 6,003 256,748 ------------------------------------------------------------------- Freescale Semiconductor Inc. -- Class B/(a)/ 8,214 211,511 ------------------------------------------------------------------- Intel Corp. 126,637 3,436,928 ------------------------------------------------------------------- Linear Technology Corp. 6,292 244,507 ------------------------------------------------------------------- LSI Logic Corp./(a)/ 7,975 77,836 -------------------------------------------------------------------
MARKET SHARES VALUE -------------------------------------------------------------- SEMICONDUCTORS-(CONTINUED) Maxim Integrated Products, Inc. 6,727 $ 281,659 -------------------------------------------------------------- Micron Technology, Inc./(a)/ 12,658 150,377 -------------------------------------------------------------- National Semiconductor Corp. 7,160 176,924 -------------------------------------------------------------- NVIDIA Corp./(a)/ 3,465 93,763 -------------------------------------------------------------- PMC-Sierra, Inc./(a)/ 3,677 36,145 -------------------------------------------------------------- Texas Instruments Inc. 34,098 1,082,952 -------------------------------------------------------------- Xilinx, Inc. 7,230 204,971 -------------------------------------------------------------- 6,900,339 -------------------------------------------------------------- SOFT DRINKS-1.77% Coca-Cola Co. (The) 46,450 2,032,652 -------------------------------------------------------------- Coca-Cola Enterprises Inc. 7,215 169,553 -------------------------------------------------------------- Pepsi Bottling Group, Inc. (The) 4,044 117,923 -------------------------------------------------------------- PepsiCo, Inc. 34,328 1,871,906 -------------------------------------------------------------- 4,192,034 -------------------------------------------------------------- SPECIALIZED CONSUMER SERVICES-0.08% H&R Block, Inc. 3,380 192,525 -------------------------------------------------------------- SPECIALIZED FINANCE-0.19% CIT Group Inc. 4,313 190,376 -------------------------------------------------------------- Moody's Corp. 5,665 268,011 -------------------------------------------------------------- 458,387 -------------------------------------------------------------- SPECIALTY CHEMICALS-0.21% Ecolab Inc. 4,516 151,647 -------------------------------------------------------------- International Flavors & Fragrances Inc. 1,797 68,142 -------------------------------------------------------------- Rohm and Haas Co. 3,977 183,181 -------------------------------------------------------------- Sigma-Aldrich Corp. 1,412 90,594 -------------------------------------------------------------- 493,564 -------------------------------------------------------------- SPECIALTY STORES-0.28% Office Depot, Inc./(a)/ 6,510 184,754 -------------------------------------------------------------- OfficeMax Inc. 1,449 43,035 -------------------------------------------------------------- Staples, Inc. 15,095 343,713 -------------------------------------------------------------- Tiffany & Co. 2,942 100,116 -------------------------------------------------------------- 671,618 -------------------------------------------------------------- STEEL-0.14% Allegheny Technologies, Inc. 1,818 52,849 -------------------------------------------------------------- Nucor Corp. 3,268 181,211 -------------------------------------------------------------- United States Steel Corp. 2,335 99,588 -------------------------------------------------------------- 333,648 -------------------------------------------------------------- SYSTEMS SOFTWARE-3.28% Adobe Systems Inc. 10,055 298,030 -------------------------------------------------------------- BMC Software, Inc./(a)/ 4,592 87,661 -------------------------------------------------------------- Computer Associates International, Inc. 10,887 298,848 -------------------------------------------------------------- Microsoft Corp. 206,132 5,279,041 -------------------------------------------------------------- Novell, Inc./(a)/ 7,853 47,746 -------------------------------------------------------------- Oracle Corp./(a)/ 90,707 1,231,801 -------------------------------------------------------------- Symantec Corp./(a)/ 24,471 537,628 -------------------------------------------------------------- 7,780,755 --------------------------------------------------------------
F-8
MARKET SHARES VALUE ------------------------------------------------------------ THRIFTS & MORTGAGE FINANCE-1.64% Countrywide Financial Corp. 12,056 $ 434,016 ------------------------------------------------------------ Fannie Mae 19,855 1,109,100 ------------------------------------------------------------ Freddie Mac 14,175 896,994 ------------------------------------------------------------ Golden West Financial Corp. 5,798 377,566 ------------------------------------------------------------ MGIC Investment Corp. 1,935 132,702 ------------------------------------------------------------ Sovereign Bancorp, Inc. 7,480 179,445 ------------------------------------------------------------ Washington Mutual, Inc. 17,996 764,470 ------------------------------------------------------------ 3,894,293 ------------------------------------------------------------ TIRES & RUBBER-0.04% Cooper Tire & Rubber Co. 1,282 25,794 ------------------------------------------------------------ Goodyear Tire & Rubber Co. (The)/(a)/ 3,631 63,216 ------------------------------------------------------------ 89,010 ------------------------------------------------------------ TOBACCO-1.35% Altria Group, Inc. 42,484 2,844,729 ------------------------------------------------------------ Reynolds American Inc. 2,381 198,361 ------------------------------------------------------------ UST Inc. 3,381 155,594 ------------------------------------------------------------ 3,198,684 ------------------------------------------------------------
MARKET SHARES VALUE - ---------------------------------------------------------------------------------- TRADING COMPANIES & DISTRIBUTORS-0.04% W.W. Grainger, Inc. 1,706 $ 106,318 - ---------------------------------------------------------------------------------- WIRELESS TELECOMMUNICATION SERVICES-0.34% Nextel Communications, Inc. -- Class A/(a)/ 23,048 802,070 - ---------------------------------------------------------------------------------- Total Common Stocks & Other Equity Interests (Cost $200,905,476) 231,809,028 - ---------------------------------------------------------------------------------- PRINCIPAL AMOUNT U.S. TREASURY BILLS-0.25% 2.96%, 09/15/05 (Cost $597,795)/(d)/ $ 600,000/(e)/ 597,697 - ---------------------------------------------------------------------------------- Total U.S. Treasury Securities (Cost $597,795) 597,697 - ---------------------------------------------------------------------------------- SHARES REPURCHASE AGREEMENTS-2.09% State Street Bank & Trust 3.12%, 08/01/05 (Cost $4,965,345)/(f)/ 4,965,345 4,965,345 - ---------------------------------------------------------------------------------- TOTAL INVESTMENTS-100.16% (Cost $206,468,616) 237,372,070 - ---------------------------------------------------------------------------------- OTHER ASSETS LESS LIABILITIES-(0.16%) (388,925) - ---------------------------------------------------------------------------------- NET ASSETS-100.00% $ 236,983,145 - ----------------------------------------------------------------------------------
Notes to Schedule of Investments: /(a)/Non-income producing security. /(b)/Each unit represents one common share and one paired trust share. /(c)/Each unit represents one common share and one paired Class B share. /(d)/Security traded on a discount basis. The interest rate shown represents the discount rate at the time of purchase by the Fund. /(e)/A portion of the principal balance was pledged as collateral to cover margin requirements for open futures contracts. See Note 1H and Note 6. /(f)/Repurchase agreement entered into July 29, 2005 with a maturing value of $4,966,636. Collateralized by $5,115,000 of U.S. Government obligations, 3.00% due August 15, 2007 with an aggregate market value at July 31, 2005 of $5,067,420. See accompanying Notes to Financial Statements which are an integral part of the financial statements. F-9 STATEMENT OF ASSETS AND LIABILITIES July 31, 2005
ASSETS: Investments, at market value (cost $206,468,616) $237,372,070 - ------------------------------------------------------------------------------------ Receivables for: Fund shares sold 172,470 - ------------------------------------------------------------------------------------ Dividends and interest 283,870 - ------------------------------------------------------------------------------------ Investment for trustee deferred compensation and retirement plans 15,767 - ------------------------------------------------------------------------------------ Other assets 26,798 - ------------------------------------------------------------------------------------ Total assets 237,870,975 - ------------------------------------------------------------------------------------ LIABILITIES: Payables for: Investments purchased 73,017 - ------------------------------------------------------------------------------------ Fund shares reacquired 590,131 - ------------------------------------------------------------------------------------ Trustee deferred compensation and retirement plans 23,218 - ------------------------------------------------------------------------------------ Variation margin 47,735 - ------------------------------------------------------------------------------------ Accrued distribution fees 47,088 - ------------------------------------------------------------------------------------ Accrued trustees' and officer's fees and benefits 1,565 - ------------------------------------------------------------------------------------ Accrued transfer agent fees 52,722 - ------------------------------------------------------------------------------------ Accrued operating expenses 52,354 - ------------------------------------------------------------------------------------ Total liabilities 887,830 - ------------------------------------------------------------------------------------ Net assets applicable to shares outstanding $236,983,145 - ------------------------------------------------------------------------------------ NET ASSETS CONSIST OF: Shares of beneficial interest $217,127,311 - ------------------------------------------------------------------------------------ Undistributed net investment income 305,813 - ------------------------------------------------------------------------------------ Undistributed net realized gain (loss) from investment securities and futures contracts (11,523,689) - ------------------------------------------------------------------------------------ Unrealized appreciation of investment securities and futures contracts 31,073,710 - ------------------------------------------------------------------------------------ $236,983,145 - ------------------------------------------------------------------------------------
NET ASSETS: Investor Class $230,083,792 ------------------------------------------------------------ Institutional Class $ 6,899,353 ------------------------------------------------------------ SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE, UNLIMITED NUMBER OF SHARES AUTHORIZED: Investor Class 17,740,361 ------------------------------------------------------------ Institutional Class 555,604 ------------------------------------------------------------ Investor Class: Net asset value and offering price per share $ 12.97 ------------------------------------------------------------ Institutional Class: Net asset value and offering price per share $ 12.42 ------------------------------------------------------------
See accompanying Notes to Financial Statements which are an integral part of the financial statements. F-10 STATEMENT OF OPERATIONS For the year ended July 31, 2005
INVESTMENT INCOME: Dividends $ 4,694,672 - ------------------------------------------------------------------------------------------- Interest 214,332 - ------------------------------------------------------------------------------------------- Total investment income 4,909,004 - ------------------------------------------------------------------------------------------- EXPENSES: Advisory fees 585,188 - ------------------------------------------------------------------------------------------- Administrative services fees 63,837 - ------------------------------------------------------------------------------------------- Custodian fees 36,908 - ------------------------------------------------------------------------------------------- Distribution fees -- Investor 569,759 - ------------------------------------------------------------------------------------------- Transfer agent fees -- Investor 479,764 - ------------------------------------------------------------------------------------------- Transfer agent fees -- Institutional 5,279 - ------------------------------------------------------------------------------------------- Trustees' and officer's fees and benefits 23,554 - ------------------------------------------------------------------------------------------- Other 165,594 - ------------------------------------------------------------------------------------------- Total expenses 1,929,883 - ------------------------------------------------------------------------------------------- Less: Expensesreimbursed and expense offset arrangements (431,463) - ------------------------------------------------------------------------------------------- Net expenses 1,498,420 - ------------------------------------------------------------------------------------------- Net investment income 3,410,584 - ------------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN FROM INVESTMENT SECURITIES AND FUTURES CONTRACTS: Net realized gain from: Investment securities 2,498,902 - ------------------------------------------------------------------------------------------- Futures contracts 516,605 - ------------------------------------------------------------------------------------------- 3,015,507 - ------------------------------------------------------------------------------------------- Change in net unrealized appreciation of: Investment securities 22,234,395 - ------------------------------------------------------------------------------------------- Futures contracts 424,395 - ------------------------------------------------------------------------------------------- 22,658,790 - ------------------------------------------------------------------------------------------- Net gain from investment securities and futures contracts 25,674,297 - ------------------------------------------------------------------------------------------- Net increase in net assets resulting from operations $29,084,881 - -------------------------------------------------------------------------------------------
See accompanying Notes to Financial Statements which are an integral part of the financial statements. F-11 STATEMENT OF CHANGES IN NET ASSETS For the years ended July 31, 2005 and 2004
2005 2004 - --------------------------------------------------------------------------------------------------------------------------------- OPERATIONS: Net investment income $ 3,410,584 $ 2,302,210 - --------------------------------------------------------------------------------------------------------------------------------- Net realized gain from investment securities and futures contracts 3,015,507 2,709,783 - --------------------------------------------------------------------------------------------------------------------------------- Change in net unrealized appreciation of investment securities and futures contracts 22,658,790 20,303,101 - --------------------------------------------------------------------------------------------------------------------------------- Net increase in net assets resulting from operations 29,084,881 25,315,094 - --------------------------------------------------------------------------------------------------------------------------------- Distributions to shareholders from net investment income: Investor Class (3,187,004) (2,074,514) - --------------------------------------------------------------------------------------------------------------------------------- Institutional Class (104,063) (58,208) - --------------------------------------------------------------------------------------------------------------------------------- Decrease in net assets resulting from distributions (3,291,067) (2,132,722) - --------------------------------------------------------------------------------------------------------------------------------- Share transactions-net: Investor Class (29,115,766) 15,729,074 - --------------------------------------------------------------------------------------------------------------------------------- Institutional Class 889,650 596,232 - --------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from share transactions (28,226,116) 16,325,306 - --------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in net assets (2,432,302) 39,507,678 - --------------------------------------------------------------------------------------------------------------------------------- NET ASSETS: Beginning of year 239,415,447 199,907,769 - --------------------------------------------------------------------------------------------------------------------------------- End of year (including undistributed net investment income of $305,813 and $186,296, respectively) $236,983,145 $239,415,447 - ---------------------------------------------------------------------------------------------------------------------------------
See accompanying Notes to Financial Statements which are an integral part of the financial statements. F-12 NOTES TO FINANCIAL STATEMENTS July 31, 2005 NOTE 1--SIGNIFICANT ACCOUNTING POLICIES AIM S&P 500 Index Fund, formerly INVESCO S&P 500 Index Fund, (the "Fund") is a series portfolio of AIM Stock Funds (the "Trust"). The Trust is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end series management investment company consisting of three separate portfolios, each authorized to issue an unlimited number of shares of beneficial interest. The Fund currently offers multiple classes of shares. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. Effective as of the close of business on April 1, 2002, the Fund limited public sales of its Investor Class shares to certain investors. The Fund's investment objective is to seek price performance and income comparable to the Standard & Poor's 500 Composite Stock Price Index (the "S & P 500"). Each company listed in the Schedule of Investments is organized in the United States of America unless otherwise noted. Under the Trust's organizational documents, each Trustee, officer, employee or other agent of the Trust (including the Trust's investment manager) is indemnified against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund has not had prior claims or losses pursuant to these contracts. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including estimates and assumptions related to taxation. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements. A. SECURITY VALUATIONS -- Securities, including restricted securities, are valued according to the following policy. A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price as of the close of the customary trading session on the exchange where the security is principally traded, or lacking any sales on a particular day, the security is valued at the closing bid price on that day. Each security traded in the over-the-counter market (but not securities reported on the NASDAQ National Market System) is valued on the basis of prices furnished by independent pricing services, which may be considered fair valued, or market makers. Each security reported on the NASDAQ National Market System is valued at the NASDAQ Official Closing Price ("NOCP") as of the close of the customary trading session on the valuation date or absent a NOCP, at the closing bid price. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and the ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. For purposes of determining net asset value per share, futures and option contracts generally will be valued 15 minutes after the close of the customary trading session of the New York Stock Exchange ("NYSE"). Investments in open-end registered investment companies and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in closed-end registered investment companies that trade on an exchange are valued at the last sales price as of the close of the customary trading session on the exchange where the security is principally traded. Debt obligations (including convertible bonds) are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to specific securities, dividend rate, yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data. Short-term obligations having 60 days or less to maturity and commercial paper are valued at amortized cost which approximates market value. Securities for which market prices are not provided by any of the above methods are valued based upon quotes furnished by independent sources and are valued at the last bid price in the case of equity securities and in the case of debt obligations, the mean between the last bid and asked prices. Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. Generally, trading in foreign securities is substantially completed each day at various times prior to the close of the NYSE. The values of such securities used in computing the net asset value of the Fund's shares are determined as of the close of the respective markets. Events affecting the values of such foreign securities may occur between the times at which the particular foreign market closes and the close of the customary trading session of the NYSE which would not ordinarily be reflected in the computation of the Fund's net asset value. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current market value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, ADRs and domestic and foreign index futures. Securities for which market quotations are not readily available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security's fair value. B. SECURITIES TRANSACTIONS AND INVESTMENT INCOME -- Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date. Bond premiums and discounts are amortized and/or accreted for financial reporting purposes. F-13 Brokerage commissions and mark ups are considered transaction costs and are recorded as an increase to the cost basis of securities purchased and/or a reduction of proceeds on a sale of securities. Such transaction costs are included in the determination of realized and unrealized gain (loss) from investment securities reported in the Statement of Operations and the Statement of Changes in Net Assets and the realized and unrealized net gains (losses) on securities per share in the Financial Highlights. Transaction costs are included in the calculation of the Fund's net asset value and, accordingly, they reduce the Fund's total returns. These transaction costs are not considered operating expenses and are not reflected in net investment income reported in the Statement of Operations and Statement of Changes in Net Assets, or the net investment income per share and ratios of expenses and net investment income reported in the Financial Highlights, nor are they limited by any expense limitation arrangements between the Fund and the advisor. The Fund allocates income and realized and unrealized capital gains and losses to a class based on the relative net assets of each class. C. DISTRIBUTIONS -- Distributions from income are declared and paid quarterly and are recorded on ex-dividend date. Distributions from net realized capital gain, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to use a portion of the proceeds from redemptions as distributions for federal income tax purposes. D. FEDERAL INCOME TAXES -- The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and, as such, will not be subject to federal income taxes on otherwise taxable income (including net realized capital gain) which is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements. E. EXPENSES -- Fees provided for under the Rule 12b-1 plan and transfer agency fees and expenses and other shareholder recordkeeping fees of a particular class of the Fund are charged to the operations of such class. All other expenses are allocated between the classes based on relative net assets. F. REPURCHASE AGREEMENTS -- The Fund may enter into repurchase agreements. Collateral on repurchase agreements, including the Fund's pro-rata interest in joint repurchase agreements, is taken into possession by the Fund upon entering into the repurchase agreement. Eligible securities for collateral are U.S. Government Securities, U.S. Government Agency Securities and/or Investment Grade Debt Securities. Collateral consisting of U.S. Government Securities and U.S. Government Agency Securities is marked to market daily to ensure its market value is at least 102% of the sales price of the repurchase agreement. Collateral consisting of Investment Grade Debt Securities is marked to market daily to ensure its market value is at least 105% of the sales price of the repurchase agreement. The investments in some repurchase agreements, pursuant to procedures approved by the Board of Trustees, are through participation with other mutual funds, private accounts and certain non-registered investment companies managed by the investment advisor or its affiliates ("Joint repurchase agreements"). If the seller of a repurchase agreement fails to repurchase the security in accordance with the terms of the agreement, the Fund might incur expenses in enforcing its rights, and could experience losses, including a decline in the value of the underlying security and loss of income. G. REDEMPTION FEES -- The Fund has a 2% redemption fee that is to be retained by the Fund to offset transaction costs and other expenses associated with short-term redemptions and exchanges. The fee, subject to certain exceptions, is imposed on certain redemptions, including exchanges of shares held less than 30 days. The redemption fee is accounted for as an addition to shares of beneficial interest by the Fund and is allocated among the share classes based on the relative net assets of each class. H. FUTURES CONTRACTS -- The Fund may purchase or sell futures contracts as a hedge against changes in market conditions. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities as collateral for the account of the broker (the Fund's agent in acquiring the futures position). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by "marking to market" on a daily basis to reflect the market value of the contracts at the end of each day's trading. Variation margin payments are received or made depending upon whether unrealized gains or losses are incurred. When the contracts are closed, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund's basis in the contract. If the Fund were unable to liquidate a futures contract and/or enter into an offsetting closing transaction, the Fund would continue to be subject to market risk with respect to the value of the contracts and continue to be required to maintain the margin deposits on the futures contracts. I. COLLATERAL -- To the extent the Fund has pledged or segregated a security as collateral and that security is subsequently sold, it is the Fund's practice to replace such collateral no later than the next business day. This practice does not apply to securities pledged as collateral for securities lending transactions. NOTE 2--ADVISORY FEES AND OTHER FEES PAID TO AFFILIATES The Trust has entered into a master investment advisory agreement with A I M Advisors, Inc. ("AIM"). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to AIM at the annual rate of 0.25% of the Fund's average daily net assets. AIM has entered into a sub-advisory agreement with INVESCO Institutional (N.A.), Inc. ("INVESCO") whereby AIM pays INVESCO 40% of the fee paid by the Fund to AIM. Effective July 1, 2005, AIM has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual operating expenses (excluding certain items discussed below) of Investor Class and Institutional Class shares to 0.60% and 0.35% of average daily net assets, respectively, through July 31, 2006. Prior to July 1, 2005, AIM had voluntarily agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual operating expenses (excluding certain items discussed below) of Investor Class and Institutional Class shares to 0.65% and 0.35% of average daily net assets, respectively. In determining the advisor's obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses to exceed the limits stated above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items (these are expenses that are not anticipated to arise from the Fund's day-to-day operations), or items designated as such by the Fund's Board of Trustees; (v) expenses related to a merger or reorganization, as approved by the Fund's Board of Trustees; and (vi) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Currently, in addition to the expense reimbursement arrangement with AMVESCAP PLC ("AMVESCAP") described more fully below, the expense offset arrangements from which the Fund may benefit are in the form of credits that the Fund receives from banks where the Fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the Fund. For the year ended July 31, 2005, AIM reimbursed expenses of $25,243 and reimbursed $365,006 and $5,165 of class level expenses of Investor and Institutional class shares respectively. F-14 At the request of the Trustees of the Trust, AMVESCAP agreed to reimburse expenses incurred by the Fund in connection with market timing matters in the AIM Funds, which may include legal, audit, shareholder reporting, communications and trustee expenses. These expenses along with the related expense reimbursement, are included in the Statement of Operations. For the year ended July 31, 2005, AMVESCAP reimbursed expenses of the Fund in the amount of $30,195. The Fund, pursuant to a master administrative services agreement with AIM, has agreed to pay AIM for certain administrative costs incurred in providing accounting services to the Fund. Pursuant to such agreement, for the year ended July 31, 2005, AIM was paid $63,837. The Fund, pursuant to a transfer agency and service agreement, has agreed to pay AIM Investment Services, Inc. ("AISI") a fee for providing transfer agency and shareholder services to the Fund and reimburse AISI for certain expenses incurred by AISI in the course of providing such services. AISI may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. For the year ended July 31, 2005, the Fund paid AISI $479,764 for Investor Class shares and $5,279 for Institutional Class shares. The Trust has entered into master distribution agreements with A I M Distributors, Inc. ("ADI") to serve as the distributor for the Investor Class and Institutional Class shares of the Fund. The Trust has adopted a plan pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Investor Class shares (the "Plan"). The Fund, pursuant to the Plan, pays ADI compensation at the annual rate of 0.25% of the Fund's average daily net assets of Investor Class shares. Any amounts not paid as a service fee under the Plan would constitute an asset-based sales charge. National Association of Securities Dealers ("NASD") Rules impose a cap on the total sales charges, including asset-based sales charges that may be paid by any class of shares of the Fund. Pursuant to the Plan, for the year ended July 31, 2005, the Investor Class shares paid $569,759. Certain officers and trustees of the Trust are officers and directors of AIM, AISI and/or ADI. NOTE 3--EXPENSE OFFSET ARRANGEMENTS The expense offset arrangements are comprised of (i) transfer agency credits which result from balances in Demand Deposit Accounts (DDA) used by the transfer agent for clearing shareholder transactions and (ii) custodian credits which result from periodic overnight cash balances at the custodian. For the year ended July 31, 2005, the Fund received credits from these arrangements, which resulted in the reduction of the Fund's total expenses of $5,854. NOTE 4--TRUSTEES' AND OFFICER'S FEES AND BENEFITS "Trustees' and Officer's Fees and Benefits" include amounts accrued by the Fund to pay remuneration to each Trustee and Officer of the Fund who is not an "interested person" of AIM. Trustees have the option to defer compensation payable by the Fund, and "Trustees' and Officer's Fees and Benefits" also include amounts accrued by the Fund to fund such deferred compensation amounts. Those Trustees who defer compensation have the option to select various AIM Funds in which their deferral accounts shall be deemed to be invested. Finally, current Trustees are eligible to participate in a retirement plan that provides for benefits to be paid upon retirement to Trustees over a period of time based on the number of years of service. The Fund may have certain former Trustees who also participate in a retirement plan and receive benefits under such plan. "Trustees' and Officer's Fees and Benefits" include amounts accrued by the Fund to fund such retirement benefits. Obligations under the deferred compensation and retirement plans represent unsecured claims against the general assets of the Fund. During the year ended July 31, 2005, the Fund paid legal fees of $4,764 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Independent Trustees. A member of that firm is a Trustee of the Trust. NOTE 5--BORROWINGS Pursuant to an exemptive order from the SEC, the Fund may participate in an interfund lending facility that AIM has established for temporary borrowings by the AIM Funds. An interfund loan will be made under this facility only if the loan rate (an average of the rate available on bank loans and the rate available on investments in overnight repurchase agreements) is favorable to both the lending fund and the borrowing fund. A loan will be secured by collateral if the Fund's aggregate borrowings from all sources exceeds 10% of the Fund's total assets. To the extent that the loan is required to be secured by collateral, the collateral is marked to market daily to ensure that the market value is at least 102% of the outstanding principal value of the loan. The Fund is a participant in an uncommitted unsecured revolving credit facility with State Street Bank and Trust Company ("SSB"). The Fund may borrow up to the lesser of (i) $125,000,000, or (ii) the limits set by its prospectus for borrowings. The Fund and other funds advised by AIM which are parties to the credit facility can borrow on a first come, first served basis. Principal on each loan outstanding shall bear interest at the bid rate quoted by SSB at the time of the request for the loan. During the year ended July 31, 2005, the Fund did not borrow or lend under the interfund lending facility or borrow under the uncommitted unsecured revolving credit facility. Additionally, the Fund is permitted to temporarily carry a negative or overdrawn balance in its account with SSB, the custodian bank. To compensate the custodian bank for such overdrafts, the overdrawn Fund may either (i) leave funds as a compensating balance in the account so the custodian can be compensated by earning the additional interest; or (ii) compensate by paying the custodian bank at a rate agreed upon by the custodian bank and AIM not to exceed the rate contractually agreed upon. F-15 NOTE 6--FUTURES CONTRACTS On July 31, 2005, $600,000 principal amount of U.S. Treasury obligations were pledged as collateral to cover margin requirements for open futures contracts.
OPEN FUTURES CONTRACTS AT PERIOD END --------------------------------------------------------------- NO. OF MONTH/ MARKET VALUE UNREALIZED CONTRACT CONTRACTS COMMITMENT 07/31/05 APPRECIATION --------------------------------------------------------------- S&P 500 Index 19 Sept.-05/Long $5,874,800 $170,256 ---------------------------------------------------------------
NOTE 7--DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF NET ASSETS DISTRIBUTIONS TO SHAREHOLDERS: The tax character of distributions paid during the years ended July 31, 2005 and 2004 was as follows:
2005 2004 ------------------------------------------------------------- Distributions paid from ordinary income $3,291,067 $2,132,722 -------------------------------------------------------------
TAX COMPONENTS OF NET ASSETS: As of July 31, 2005, the components of net assets on a tax basis were as follows:
2005 ---------------------------------------------------------------- Undistributed ordinary income (accumulated losses) $ 320,773 ---------------------------------------------------------------- Unrealized appreciation -- investments 24,201,568 ---------------------------------------------------------------- Temporary book/tax differences (14,957) ---------------------------------------------------------------- Capital loss carryforward (4,651,550) ---------------------------------------------------------------- Shares of Beneficial Interest 217,127,311 ---------------------------------------------------------------- Total net assets $236,983,145 ----------------------------------------------------------------
The difference between book-basis and tax-basis unrealized appreciation (depreciation) is due to differences in the timing of recognition of gains and losses on investments for tax and book purposes. The Fund's unrealized appreciation (depreciation) difference is attributable primarily to losses on wash sales and the realization of gains on certain futures contracts. The temporary book/tax differences are a result of timing differences between book and tax recognition of income and/or expenses. The Fund's temporary book/tax differences are the result of the trustee deferral of compensation and retirement plan expenses. Capital loss carryforward is calculated and reported as of a specific date. Results of transactions and other activity after that date may affect the amount of capital loss carryforward actually available for the Fund to utilize. The ability to utilize capital loss carryforward in the future may be limited under the Internal Revenue Code and related regulations based on the results of future transactions. The Fund utilized $3,504,274 of capital loss carryforward in the current period to offset net realized capital gain for federal income tax purposes. The Fund has a capital loss carryforward as of July 31, 2005 which expires as follows:
CAPITAL LOSS EXPIRATION CARRYFORWARD* --------------------------------------------- July 31, 2010 $3,073,399 --------------------------------------------- July 31, 2011 1,578,151 --------------------------------------------- Total capital loss carryforward $4,651,550 ---------------------------------------------
* Capital loss carryforward as of the date listed above is reduced for limitations, if any, to the extent required by the Internal Revenue Code. NOTE 8--INVESTMENT SECURITIES The aggregate amount of investment securities (other than short-term securities and money market funds) purchased and sold by the Fund during the year ended July 31, 2005 was $9,400,887 and $27,802,629, respectively.
UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENT SECURITIES ON A TAX BASIS -------------------------------------------------------------------------- Aggregate unrealized appreciation of investment securities $ 45,552,179 -------------------------------------------------------------------------- Aggregate unrealized (depreciation) of investment securities (21,350,611) -------------------------------------------------------------------------- Net unrealized appreciation of investment securities $ 24,201,568 --------------------------------------------------------------------------
Cost of investments for tax purposes is $213,170,502. F-16 NOTE 9--SHARE INFORMATION The Fund currently offers two different classes of shares: Investor Class shares and Institutional Class shares. Investor Class shares and Institutional Class shares are sold at net asset value.
CHANGES IN SHARES OUTSTANDING - ---------------------------------------------------------------------------------------- YEAR ENDED JULY 31, -------------------------------------------------- 2005 2004 ------------------------ ------------------------ SHARES AMOUNT SHARES AMOUNT - ---------------------------------------------------------------------------------------- Sold: Investor Class 4,536,570 $ 55,848,517 8,158,662 $ 93,393,414 - ---------------------------------------------------------------------------------------- Institutional Class 139,962 1,640,099 134,129 1,499,236 - ---------------------------------------------------------------------------------------- Issued as reinvestment of dividends: Investor Class 252,892 3,136,907 175,553 2,043,181 - ---------------------------------------------------------------------------------------- Institutional Class 8,746 104,063 5,219 58,200 - ---------------------------------------------------------------------------------------- Reacquired:/(a)/ Investor Class (7,225,743) (88,101,190) (6,947,424) (79,707,521) - ---------------------------------------------------------------------------------------- Institutional Class (72,446) (854,512) (85,170) (961,204) - ---------------------------------------------------------------------------------------- (2,360,019) $(28,226,116) 1,440,969 $ 16,325,306 - ----------------------------------------------------------------------------------------
/(a)/Amount is net of redemption fees of $4,356 and $121 for Investor Class and Institutional Class shares, respectively, for the year ended July 31, 2005 and $16,385 and $373 for Investor Class and Institutional Class shares, respectively, for the year ended July 31, 2004. NOTE 10--FINANCIAL HIGHLIGHTS The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.
INVESTOR CLASS ------------------------------------------------------ YEAR ENDED JULY 31, ------------------------------------------------------ 2005 2004 2003 2002 2001 - --------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 11.60 $ 10.41 $ 9.59 $ 12.78 $ 15.36 - --------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income 0.18 0.11 0.10 0.09 0.10 - --------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 1.36 1.18 0.82 (3.19) (2.39) - --------------------------------------------------------------------------------------------------------------------------- Total from investment operations 1.54 1.29 0.92 (3.10) (2.29) - --------------------------------------------------------------------------------------------------------------------------- Less distributions: Dividends from net investment income (0.17) (0.10) (0.10) (0.09) (0.10) - --------------------------------------------------------------------------------------------------------------------------- Distributions from net realized gains -- -- -- -- (0.19) - --------------------------------------------------------------------------------------------------------------------------- Total distributions (0.17) (0.10) (0.10) (0.09) (0.29) - --------------------------------------------------------------------------------------------------------------------------- Redemption fees added to shares of beneficial interest 0.00 0.00 0.00 0.00 0.00 - --------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 12.97 $ 11.60 $ 10.41 $ 9.59 $ 12.78 - --------------------------------------------------------------------------------------------------------------------------- Total return/(a)/ 13.38% 12.43% 9.73% (24.33)% (15.07)% - --------------------------------------------------------------------------------------------------------------------------- Ratios/supplemental data: Net assets, end of period (000s omitted) $230,084 $234,090 $195,668 $135,578 $116,309 - --------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 0.65%/(b)/ 0.65% 0.65% 0.65% 0.63% - --------------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 0.83%/(b)/ 1.00% 1.05% 1.01% 0.99% - --------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income to average net assets 1.46%/(b)/ 0.99% 1.15% 0.84% 0.75% - --------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 4% 2% 1% 3% 43% - ---------------------------------------------------------------------------------------------------------------------------
/(a)/Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. /(b)/Ratios are based on average daily net assets of $227,903,420. F-17 NOTE 10--FINANCIAL HIGHLIGHTS-(CONTINUED)
INSTITUTIONAL CLASS -------------------------------------------------- YEAR ENDED JULY 31, -------------------------------------------------- 2005 2004 2003 2002 2001 - -------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $11.11 $ 9.97 $ 9.23 $ 12.45 $ 15.07 - -------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income 0.21 0.13 0.13/(a)/ 0.08 0.19/(a)/ - -------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 1.30 1.14 0.78 (3.11) (2.44) - -------------------------------------------------------------------------------------------------------------------------- Total from investment operations 1.51 1.27 0.91 (3.03) (2.25) - -------------------------------------------------------------------------------------------------------------------------- Less distributions: Dividends from net investment income (0.20) (0.13) (0.17) (0.19) (0.18) - -------------------------------------------------------------------------------------------------------------------------- Distributions from net realized gains -- -- -- -- (0.19) - -------------------------------------------------------------------------------------------------------------------------- Total distributions (0.20) (0.13) (0.17) (0.19) (0.37) - -------------------------------------------------------------------------------------------------------------------------- Redemption fees added to shares of beneficial interest 0.00 0.00 0.00 0.00 0.00 - -------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $12.42 $11.11 $ 9.97 $ 9.23 $ 12.45 - -------------------------------------------------------------------------------------------------------------------------- Total return/(b)/ 13.70% 12.77% 9.98% (24.50)% (15.09)% - -------------------------------------------------------------------------------------------------------------------------- Ratios/supplemental data: Net assets, end of period (000s omitted) $6,899 $5,325 $4,239 $ 338 $ 544 - -------------------------------------------------------------------------------------------------------------------------- Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 0.35%/(c)/ 0.35% 0.35% 0.35% 0.35% - -------------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 0.46%/(c)/ 0.67% 2.18% 7.36% 1.84% - -------------------------------------------------------------------------------------------------------------------------- Ratio of net investment income to average net assets 1.76%/(c)/ 1.29% 1.35% 1.15% 1.03% - -------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 4% 2% 1% 3% 43% - --------------------------------------------------------------------------------------------------------------------------
/(a)/Calculated using average shares outstanding. /(b)/Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. /(c)/Ratios are based on average daily net assets of $6,171,592. NOTE 11--LEGAL PROCEEDINGS Terms used in the Legal Proceedings Note are defined terms solely for the purpose of this note. SETTLED ENFORCEMENT ACTIONS AND INVESTIGATIONS RELATED TO MARKET TIMING On October 8, 2004, INVESCO Funds Group, Inc. ("IFG") (the former investment advisor to certain AIM Funds), AIM and A I M Distributors, Inc. ("ADI") (the distributor of the retail AIM Funds) reached final settlements with certain regulators, including the Securities and Exchange Commission ("SEC"), the New York Attorney General and the Colorado Attorney General, to resolve civil enforcement actions and/or investigations related to market timing and related activity in the AIM Funds, including those formerly advised by IFG. As part of the settlements, a $325 million fair fund ($110 million of which is civil penalties) has been created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Half of this amount has already been paid to the fair fund pursuant to the terms of the settlement with the remainder due December 31, 2005. Additionally, AIM and ADI created a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by AIM, which was done pursuant to the terms of the settlement. These two fair funds may increase as a result of contributions from third parties who reach final settlements with the SEC or other regulators to resolve allegations of market timing and/or late trading that also may have harmed applicable AIM Funds. These two fair funds will be distributed in accordance with a methodology to be determined by AIM's independent distribution consultant, in consultation with AIM and the independent trustees of the AIM Funds and acceptable to the staff of the SEC. As the methodology is unknown at the present time, management of AIM and the Fund are unable to estimate the impact, if any, that the distribution of these two fair funds may have on the Fund or whether such distribution will have an impact on the Fund's financial statements in the future. At the request of the trustees of the AIM Funds, AMVESCAP PLC ("AMVESCAP"), the parent company of IFG and AIM, has agreed to reimburse expenses incurred by the AIM Funds related to market timing matters. REGULATORY INQUIRIES AND PENDING LITIGATION IFG, AIM, ADI and/or related entities and individuals have received inquiries from numerous regulators in the form of subpoenas or other oral or written requests for information and/or documents related to one or more of the following issues, some of which concern one or more AIM Funds: market timing activity, late trading, fair value pricing, excessive or improper advisory and/or distribution fees, mutual fund sales practices, including revenue sharing and directed-brokerage arrangements, investments in securities of other registered investment companies, contractual plans, issues related to Section 529 college savings plans and procedures for locating lost securityholders. IFG, AIM and ADI are providing full cooperation with respect to these inquiries. As described more fully below, the AIM F-18 NOTE 11--LEGAL PROCEEDINGS-(CONTINUED) Funds, IFG, AIM, ADI and/or related entities and individuals are defendants in numerous civil lawsuits related to one or more of these issues. Regulatory actions and/or additional civil lawsuits related to these or other issues may be filed against the AIM Funds, IFG, AIM and/or related entities and individuals in the future. On April 12, 2005, the Attorney General of the State of West Virginia ("WVAG") filed a civil lawsuit against AIM, IFG and ADI, as well as numerous unrelated mutual fund complexes and financial institutions. None of the AIM Funds has been named as a defendant in this lawsuit. The WVAG complaint, filed in the Circuit Court of Marshall County, West Virginia [Civil Action No. 05-C-81], alleges, in substance, that AIM, IFG and ADI engaged in unfair competition and/or unfair or deceptive trade practices by failing to disclose in the prospectuses for the AIM Funds, including those formerly advised by IFG, that they had entered into certain arrangements permitting market timing of such Funds. As a result of the foregoing, the WVAG alleges violations of W. Va. Code (S) 46A-1-101, et seq. (the West Virginia Consumer Credit and Protection Act). The WVAG complaint is seeking, among other things, injunctive relief, civil monetary penalties and a writ of quo warranto against the defendants. If AIM is unsuccessful in its defense of the WVAG lawsuit, it could be barred from serving as an investment advisor for any investment company registered under the Investment Company Act of 1940, as amended (a "registered investment company"). Such results could affect the ability of AIM or any other investment advisor directly or indirectly owned by AMVESCAP, from serving as an investment advisor to any registered investment company, including the Fund. The Fund has been informed by AIM that, if these results occur, AIM will seek exemptive relief from the SEC to permit it to continue to serve as the Fund's investment advisor. There is no assurance that such exemptive relief will be granted. On July 7, 2005, the Supreme Court of West Virginia ruled in the context of a separate lawsuit that the WVAG does not have authority pursuant to W. Va. Code Section 46A-6-104 of the West Virginia Consumer Credit and Protection Act to bring an action based upon conduct that is ancillary to the purchase or sale of securities. AIM intends to seek dismissal of the WVAG's lawsuit against it, IFG and ADI in light of this ruling. On August 30, 2005, the West Virginia Office of the State Auditor--Securities Commission ("WVASC") issued a Summary Order to Cease and Desist and Notice of Right to Hearing to AIM and ADI. The WVASC makes findings of fact that essentially mirror the WVAG's allegations mentioned above and conclusions of law to the effect that AIM and ADI violated the West Virginia securities laws. The WVASC orders AIM and ADI to cease any further violations and seeks to impose monetary sanctions to be determined by the Commissioner. AIM and ADI have the right to contest the WVASC's findings and conclusions, which they intend to do. Civil lawsuits, including purported class action and shareholder derivative suits, have been filed against certain of the AIM Funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging: . that the defendants permitted improper market timing and related activity in the AIM Funds; . that certain AIM Funds inadequately employed fair value pricing; . that the defendants charged excessive advisory and/or distribution fees and failed to pass on to shareholders the perceived savings generated by economies of scale and that the defendants adopted unlawful distribution plans; . that the defendants breached their fiduciary duties by charging distribution fees while AIM Funds and/or specific share classes were closed generally to new investors and/or while other share classes of the same AIM Fund were not charged the same distribution fees; . that the defendants improperly used the assets of the AIM Funds to pay brokers to aggressively promote the sale of the AIM Funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions; and . that the defendants breached their fiduciary duties by failing to ensure that the AIM Funds participated in class action settlements in which they were eligible to participate (this lawsuit was dismissed by the Court on August 12, 2005). These lawsuits allege as theories of recovery, depending on the lawsuit, violations of various provisions of the Federal and state securities laws and ERISA, negligence, breach of fiduciary duty and/or breach of contract. These lawsuits seek remedies that include, depending on the lawsuit, damages, restitution, injunctive relief, imposition of a constructive trust, removal of certain directors and/or employees, various corrective measures under ERISA, rescission of certain AIM Funds' advisory agreements and/or distribution plans and recovery of all fees paid, an accounting of all fund-related fees, commissions and soft dollar payments, restitution of all commissions and fees paid, and prospective relief in the form of reduced fees. All lawsuits based on allegations of market timing, late trading and related activity have been transferred to the United States District Court for the District of Maryland. On August 25, 2005, the Court issued rulings on the common issues of law presented in defendants' motions to dismiss the shareholder class and derivative complaints. These rulings were issued in the context of the Janus lawsuits, but the Court's legal determinations apply at the omnibus level to all cases within his track, including the AIM and IFG cases. The Court dismissed for failure to make pre-suit demand on the fund board all derivative causes of action but one: the excessive fee claim under Section 36(b) of the Investment Company Act of 1940 (the "1940 Act"), as to which the demand requirement does not apply. The Court dismissed all claims asserted in the class complaint but two: (i) the securities fraud claims under Section 10(b) of the Securities Exchange Act of 1934, and (ii) the excessive fee claim under Section 36(b) of the 1940 Act. In addition, the Court limited plaintiffs' potential recovery on the 36(b) claim to fees attributable to timing assets, as opposed to all fees on funds in which any timing occurred. The question whether the duplicative Section 36(b) claim properly belongs in the derivative complaint or in the class action complaint will be decided at a later date. The Court will subsequently issue an order applying his legal rulings to the allegations in the AIM and IFG complaints. At the present time, management of AIM and the Fund are unable to estimate the impact, if any, that the outcome of the Regulatory Inquiries and Pending Litigation described above may have on AIM, ADI or the Fund. * * * * * * * * * * * * * * * * As a result of the matters discussed above, investors in the AIM Funds might react by redeeming their investments. This might require the AIM Funds to sell investments to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AIM Funds. F-19 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Trustees and Shareholders of AIM S&P 500 Index Fund: In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of AIM S&P 500 Index Fund, formerly known as INVESCO S&P 500 Index Fund, (one of the funds constituting AIM Stock Funds, hereafter referred to as the "Fund") at July 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /S/ PRICEWATERHOUSECOOPERS LLP September 21, 2005 Houston, Texas F-20 OTHER INFORMATION TRUSTEES AND OFFICERS As of July 31, 2005 The address of each trustee and officer of AIM Stock Funds (the "Trust"), is 11 Greenway Plaza, Suite 100, Houston, Texas 77046. Each trustee oversees 109 portfolios in the AIM Funds complex. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust's organizational documents. Column two below includes length of time served with predecessor entities, if any. NAME, YEAR OF BIRTH AND POSITIONS(S) HELD WITH THE TRUSTEE AND/ PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIP(S) TRUST OR OFFICER SINCE DURING PAST 5 YEARS HELD BY TRUSTEE - --------------------------------------------------------------------------------------------------------------------------------- INTERESTED PERSONS - --------------------------------------------------------------------------------------------------------------------------------- Robert H. Graham/1 /-- 1946 2003 Director and Chairman, A I M Management None Trustee, Vice Chair and President Group Inc. (financial services holding company); Director and Vice Chairman, AMVESCAP PLC and Chairman, AMVESCAP PLC -- AIM Division (parent of AIM and a global investment management firm) Formerly: President and Chief Executive Officer, A I M Management Group Inc.; Director, Chairman and President, A I M Advisors, Inc. (registered investment advisor); Director and Chairman, A I M Capital Management, Inc. (registered investment advisor), A I M Distributors, Inc. (registered broker dealer), AIM Investment Services, Inc. (registered transfer agent), and Fund Management Company (registered broker dealer); and Chief Executive Officer, AMVESCAP PLC -- Managed Products - --------------------------------------------------------------------------------------------------------------------------------- Mark H. Williamson/2 /-- 1951 1998 Director, President and Chief Executive None Trustee and Executive Vice President Officer, A I M Management Group Inc.; Director, Chairman and President, A I M Advisors, Inc.; Director, A I M Capital Management, Inc. and A I M Distributors, Inc.; Director and Chairman, AIM Investment Services, Inc., Fund Management Company and INVESCO Distributors, Inc. (registered broker dealer); and Chief Executive Officer, AMVESCAP PLC -- AIM Division (parent of AIM and a global investment management firm) Formerly: Director, Chairman, President and Chief Executive Officer, INVESCO Funds Group, Inc.; President and Chief Executive Officer, INVESCO Distributors, Inc.; Chief Executive Officer, AMVESCAP PLC -- Managed Products - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- INDEPENDENT TRUSTEES - --------------------------------------------------------------------------------------------------------------------------------- Bruce L. Crockett/3 /-- 1944 2003 Chairman, Crockett Technology ACE Limited (insurance Trustee and Chair Associates (technology consulting company); and Captaris, Inc. company) (unified messaging provider) - --------------------------------------------------------------------------------------------------------------------------------- Bob R. Baker -- 1936 1983 Retired None Trustee - --------------------------------------------------------------------------------------------------------------------------------- Frank S. Bayley -- 1939 2003 Retired Badgley Funds, Inc. (registered Trustee investment company Formerly: Partner, law firm of Baker & (2 portfolios)) McKenzie - --------------------------------------------------------------------------------------------------------------------------------- James T. Bunch -- 1942 2000 Co-President and Founder, Green, None Trustee Manning & Bunch Ltd., (investment banking firm); and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation - --------------------------------------------------------------------------------------------------------------------------------- Albert R. Dowden -- 1941 2003 Director of a number of public and None Trustee private business corporations, including the Boss Group Ltd. (private investment and management); Cortland Trust, Inc. (Chairman) (registered investment company (3 portfolios)); Annuity and Life Re (Holdings), Ltd. (insurance company); and CompuDyne Corporation (provider of products and services to the public security market) Formerly: Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; and director of various affiliated Volvo companies - --------------------------------------------------------------------------------------------------------------------------------- Edward K. Dunn, Jr. -- 1935 2003 Retired None Trustee - --------------------------------------------------------------------------------------------------------------------------------- Jack M. Fields -- 1952 2003 Chief Executive Officer, Twenty First Administaff and Discovery Trustee Century Group, Inc. (government affairs Global Education Fund (non- company) (owner) Dos Angelos Ranch, L.P. profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- Carl Frischling -- 1937 2003 Partner, law firm of Kramer Levin Cortland Trust, Inc. (registered Trustee Naftalis and Frankel LLP investment company (3 portfolios)) - --------------------------------------------------------------------------------------------------------------------------------- Gerald J. Lewis -- 1933 2000 Chairman, Lawsuit Resolution Services General Chemical Group, Inc. Trustee (San Diego, California) - --------------------------------------------------------------------------------------------------------------------------------- Prema Mathai-Davis -- 1950 2003 Formerly: Chief Executive Officer, YWCA None Trustee of the USA - ---------------------------------------------------------------------------------------------------------------------------------
/(1)/ Mr. Graham is considered an interested person of the Trust because he is a director of AMVESCAP PLC, parent of the advisor to the Trust. Prior to October 4, 2004, Mr. Graham served as Chairman of the Board. /(2)/ Mr. Williamson is considered an interested person of the Trust because he is an officer and a director of the advisor to, and a director of the principal underwriter of, the Trust. /(3)/ Mr. Crockett was elected Chair of the Board of Trustees effective October 4, 2004. TRUSTEES AND OFFICERS -- (CONTINUED) As of July 31, 2005 The address of each trustee and officer of AIM Stock Funds (the "Trust"), is 11 Greenway Plaza, Suite 100, Houston, Texas 77046. Each trustee oversees 109 portfolios in the AIM Funds complex. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust's organizational documents. Column two below includes length of time served with predecessor entities, if any. NAME, YEAR OF BIRTH AND POSITION(S) HELD WITH THE TRUSTEE AND/ PRINCIPAL OCCUPATION(S) DURING PAST 5 OTHER DIRECTORSHIP(S) TRUST OR OFFICER SINCE YEARS HELD BY TRUSTEE - ---------------------------------------------------------------------------------------------------------------------- Lewis F. Pennock -- 1942 2003 Partner, law firm of Pennock & Cooper None Trustee - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- Ruth H. Quigley -- 1935 2003 Retired None Trustee - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- Larry Soll -- 1942 1997 Retired None Trustee - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- OTHER OFFICERS - ---------------------------------------------------------------------------------------------------------------------- Lisa O. Brinkley/4 /-- 1959 2004 Senior Vice President, A I M Management N/A Senior Vice President and Chief Group Inc.; Senior Vice President and Compliance Officer Chief Compliance Officer, A I M Advisors, Inc.; Vice President and Chief Compliance Officer, A I M Capital Management, Inc. and Vice President, A I M Distributors, Inc., AIM Investment Services, Inc. and Fund Management Company Formerly: Senior Vice President and Compliance Director, Delaware Investments Family of Funds and Chief Compliance Officer, A I M Distributors, Inc. - ---------------------------------------------------------------------------------------------------------------------- Russell C. Burk/5 /-- 1958 2005 Formerly: Director of Compliance and N/A Senior Vice President Assistant General Counsel, ICON (Senior Officer) Advisers, Inc.; Financial Consultant, Merrill Lynch; General Counsel and Director of Compliance, ALPS Mutual Funds, Inc. - ---------------------------------------------------------------------------------------------------------------------- Kevin M. Carome -- 1956 2003 Director, Senior Vice President, N/A Senior Vice President, Secretary and Secretary and General Counsel, A I M Chief Legal Officer Management Group Inc. and A I M Advisors, Inc.; Director and Vice President, INVESCO Distributors, Inc.; Vice President, A I M Capital Management, Inc., and AIM Investment Services, Inc.; Vice President and General Counsel, Fund Management Company; and Senior Vice President, A I M Distributors, Inc. Formerly: Senior Vice President and General Counsel, Liberty Financial Companies, Inc.; and Senior Vice President and General Counsel, Liberty Funds Group, LLC.; and Vice President, A I M Distributors, Inc.; and Director, Fund Management Company - ---------------------------------------------------------------------------------------------------------------------- Robert G. Alley -- 1948 2003 Managing Director, Chief Fixed Income N/A Vice President Officer and Senior Investment Officer, A I M Capital Management, Inc. and Vice President, A I M Advisors, Inc. - ---------------------------------------------------------------------------------------------------------------------- Sidney M. Dilgren -- 1961 2004 Vice President and Fund Treasurer, A I N/A Vice President and Treasurer M Advisors, Inc. Formerly: Senior Vice President, AIM Investment Services, Inc.; and Vice President, A I M Distributors, Inc. - ---------------------------------------------------------------------------------------------------------------------- J. Phillip Ferguson/6 /-- 1945 2005 Senior Vice President and Chief N/A Vice President Investment Officer, A I M Advisors Inc.; Director, Chairman, Chief Executive Officer, President and Chief Investment Officer, A I M Capital Management, Inc.; Executive Vice President, A I M Management Group Inc. Formerly: Senior Vice President, AIM Private Asset Management, Inc.; Chief Equity Officer, and Senior Investment Officer, A I M Capital Management, Inc.; and Managing Partner, Beutel, Goodman Capital Management - ---------------------------------------------------------------------------------------------------------------------- Karen Dunn Kelley -- 1960 2003 Director of Cash Management, Managing N/A Vice President Director and Chief Cash Management Officer, A I M Capital Management, Inc.; Director and President, Fund Management Company, and Vice President, A I M Advisors, Inc. - ----------------------------------------------------------------------------------------------------------------------
/(4)/ Ms. Brinkley was elected Senior Vice President and Chief Compliance Officer of the Trust effective September 20, 2004. /(5)/ Mr. Burk was elected Senior Vice President of the Trust effective February 15, 2005. /(6)/ Mr. Ferguson was elected Vice President of the Trust effective February 24, 2005. The Statement of Additional Information of the Trust includes additional information about the Fund's Trustees and is available upon request, without charge, by calling 1.800.959.4246.
OFFICE OF THE FUND INVESTMENT ADVISOR DISTRIBUTOR AUDITORS 11 Greenway Plaza. A I M Advisors, Inc. A I M Distributors, Inc. PricewaterhouseCoopers LLP Suite 100 11 Greenway Plaza 11 Greenway Plaza 1201 Louisiana Street Houston, TX 77046-1173 Suite 100 Suite 100 Suite 2900 Houston, TX 77046-1173 Houston, TX 77046-1173 Houston, Texas 77002-5678 COUNSEL TO THE FUND COUNSEL TO THE TRANSFER AGENT CUSTODIAN Ballard Spahr INDEPENDENT TRUSTEES AIM Investment Services, Inc. State Street Bank and Trust Andrews & Ingersoll, LLP Kramer, Levin, Naftalis & P.O. Box 4739 Company 1735 Market Street Frankel LLP Houston, TX 77210-4739 225 Franklin Street Philadelphia, PA 19103-7599 1177 Avenue of the Americas Boston, MA 02110-2801 New York, NY 10036-2714
OFFICE OF THE FUND SUB-ADVISOR 11 Greenway Plaza. INVESCO Institutional (N.A.), Inc. Suite 100 Structural Products Group Houston, TX 77046-1173 1166 Avenue of the Americas, 27th Floor New York City, NY 10036 COUNSEL TO THE FUND Ballard Spahr Andrews & Ingersoll, LLP 1735 Market Street Philadelphia, PA 19103-7599
REQUIRED FEDERAL INCOME TAX INFORMATION (UNAUDITED) Of ordinary dividends paid to shareholders during the Fund's tax year ended July 31, 2005, 100% is eligible for the dividends received deduction for corporations. For its tax year ended July 31, 2005, the Fund designates 100% of the maximum amount allowable of its dividend distributions as qualified dividend income. Your actual amount of qualified dividend income for the calendar year will be reported on form 1099-DIV. You should consult your tax advisor regarding treatment of the amounts. U.S. ESTATE TAX FOR NON-RESIDENT ALIEN SHAREHOLDERS (UNAUDITED) The percentage of qualifying assets not subject to the U.S. estate tax for the fiscal quarters ended January 31, 2005, April 30, 2005 and July 31, 2005 are 4.46%, 3.86%, and 2.54%, respectively.
Domestic Equity Sector Equity AIM Aggressive Growth Fund AIM Advantage Health Sciences Fund/1/ AIM Basic Balanced Fund* AIM Energy Fund/1/ AIM Basic Value Fund AIM Financial Services Fund/1/ AIM Blue Chip Fund AIM Global Health Care Fund AIM Capital Development Fund AIM Global Real Estate Fund AIM Charter Fund AIM Gold & Precious Metals Fund1 AIM Constellation Fund AIM Leisure Fund1 AIM Diversified Dividend Fund AIM Multi-Sector Fund/1/ AIM Dynamics Fund1 AIM Real Estate Fund/7/ AIM Large Cap Basic Value Fund AIM Technology Fund/1/ AIM Large Cap Growth Fund AIM Utilities Fund/1/ AIM Mid Cap Basic Value Fund AIM Mid Cap Core Equity Fund/2/ Fixed Income AIM Mid Cap Growth Fund AIM Opportunities I Fund TAXABLE AIM Opportunities II Fund AIM Opportunities III Fund AIM Floating Rate Fund AIM Premier Equity Fund AIM High Yield Fund AIM S&P 500 Index Fund/1/ AIM Income Fund AIM Select Equity Fund AIM Intermediate Government Fund AIM Small Cap Equity Fund/3/ AIM Limited Maturity Treasury Fund AIM Small Cap Growth Fund/4/ AIM Money Market Fund AIM Small Company Growth Fund/1/ AIM Short Term Bond Fund AIM Trimark Endeavor Fund AIM Total Return Bond Fund AIM Trimark Small Companies Fund Premier Portfolio AIM Weingarten Fund Premier U.S. Government Money Portfolio/1/ *Domestic equity and income fund TAX-FREE International/Global Equity AIM High Income Municipal Fund/8/ AIM Municipal Bond Fund AIM Asia Pacific Growth Fund AIM Tax-Exempt Cash Fund AIM Developing Markets Fund AIM Tax-Free Intermediate Fund AIM European Growth Fund Premier Tax-Exempt Portfolio AIM European Small Company Fund/5/ AIM Global Aggressive Growth Fund AIM Allocation Solutions AIM Global Equity Fund AIM Global Growth Fund AIM Conservative Allocation Fund AIM Global Value Fund AIM Growth Allocation Fund/9/ AIM International Core Equity Fund/1/ AIM Moderate Allocation Fund AIM International Growth Fund AIM Moderate Growth Allocation Fund AIM International Small Company Fund/6/ AIM Moderately Conservative Allocation Fund AIM Trimark Fund
/1/The following name changes became effective October 15, 2004: INVESCO Advantage Health Sciences Fund to AIM Advantage Health Sciences Fund, INVESCO Dynamics Fund to AIM Dynamics Fund, INVESCO Energy Fund to AIM Energy Fund, INVESCO Financial Services Fund to AIM Financial Services Fund, INVESCO Gold & Precious Metals Fund to AIM Gold & Precious Metals Fund, INVESCO International Core Equity Fund to AIM International Core Equity Fund, INVESCO Leisure Fund to AIM Leisure Fund, INVESCO Multi-Sector Fund to AIM Multi-Sector Fund, INVESCO S&P 500 Index Fund to AIM S&P 500 Index Fund, INVESCO Small Company Growth Fund to AIM Small Company Growth Fund, INVESCO Technology Fund to AIM Technology Fund, INVESCO U.S. Government Money Fund to Premier U.S. Government Money Portfolio, INVESCO Utilities Fund to AIM Utilities Fund. /2/As of end of business on February 27, 2004, AIM Mid Cap Core Equity Fund has limited public sales of its shares to certain investors. For more information on who may continue to invest in the Fund, please contact your financial advisor. /3/Effective December 13, 2004, AIM Small Cap Equity Fund is open to all investors. /4/As of end of business on March 18, 2002, AIM Small Cap Growth Fund has limited public sales of its shares to certain investors. For more information on who may continue to invest in the Fund, please contact your financial advisor. /5/As of end of business on March 28, 2005, AIM European Small Company Fund has limited public sales of its shares to certain investors. For more information on who may continue to invest in the Fund, please contact your financial advisor. /6/Effective December 30, 2004, AIM International Emerging Growth Fund was renamed AIM International Small Company Fund. As of end of business on March 14, 2005, the Fund has limited public sales of its shares to certain investors. For more information on who may continue to invest in the Fund, please contact your financial advisor. /7/As of end of business on April 29, 2005, AIM Real Estate Fund has limited public sales of its shares to certain investors. For more information on who may continue to invest in the Fund, please contact your financial advisor. /8/As of end of business August 5, 2005, AIM High Income Municipal Fund has limited public sales of its shares to certain investors. For more information on who may continue to invest in the Fund, please contact your financial advisor. /9/Effective April 29, 2005, AIM Aggressive Allocation Fund was renamed AIM Growth Allocation Fund. If used after Oct. 20, 2005, this report must be accompanied by a Fund Performance & Commentary or by an AIM Quarterly Performance Review for the most recent quarter-end. Mutual funds distributed by A I M Distributors, Inc. A I M Management Group Inc. has provided leadership in the investment management industry since 1976 and manages $129 billion in assets. AIM is a subsidiary of AMVESCAP PLC, one of the world's largest independent financial services companies with $373 billion in assets under management. Data as of june 30, 2005. - -------------------------------------------------------------------------------- CONSIDER THE INVESTMENT OBJECTIVES, RISKS, AND CHARGES AND EXPENSES CAREFULLY. FOR THIS AND OTHER INFORMATION ABOUT AIM FUNDS, OBTAIN A PROSPECTUS FROM YOUR FINANCIAL ADVISOR AND READ IT CAREFULLY BEFORE INVESTING. - -------------------------------------------------------------------------------- AIMinvestments.com I-SPI-AR-1 A I M Distributors, Inc. [YOUR GOALS. OUR SOLUTIONS.] - REGISTERED TRADEMARK - Mutual Retirement Annuities College Separately Offshore Cash Funds Products Savings Managed Products Management Plans Accounts [AIM INVESTMENTS LOGO] - REGISTERED TRADEMARK - ITEM 2. CODE OF ETHICS. As of the end of the period covered by this report, the Registrant had adopted a code of ethics (the "Code") that applies to the Registrant's principal executive officer ("PEO") and principal financial officer ("PFO"). There were no amendments to the Code during the period covered by the report. The Registrant did not grant any waivers, including implicit waivers, from any provisions of the Code to the PEO or PFO during the period covered by this report. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. The Board of Trustees has determined that the Registrant has at least one audit committee financial expert serving on its Audit Committee. The Audit Committee financial expert is Prema Mathai-Davis. Dr. Mathai-Davis is "independent" within the meaning of that term as used in Form N-CSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Fees Billed by PWC Related to the Registrant PWC billed the Registrant aggregate fees for services rendered to the Registrant for the last two fiscal years as follows:
Percentage of Fees Percentage of Fees Billed Applicable to Billed Applicable to Non-Audit Services Non-Audit Services Provided for fiscal Provided for fiscal Fees Billed for year end 2005 Fees Billed for year end 2004 Services Rendered to Pursuant to Waiver of Services Rendered to Pursuant to Waiver of the Registrant for Pre-Approval the Registrant for Pre-Approval fiscal year end 2005 Requirement/(1)/ fiscal year end 2004 Requirement/(1)/ -------------------- --------------------- -------------------- --------------------- Audit Fees $ 93,228 N/A $ 106,738 N/A Audit-Related Fees $ 0 0% $ 0 0% Tax Fees/(2)/ $ 21,802 0% $ 46,477 0% All Other Fees $ 0 0% $ 0 0% ---------- ---------- Total Fees $ 115,030 0% $ 153,215 0%
PWC billed the Registrant aggregate non-audit fees of $21,802 for the fiscal year ended 2005, and $46,477 for the fiscal year ended 2004, for non-audit services rendered to the Registrant. - ---------- (1) With respect to the provision of non-audit services, the pre-approval requirement is waived pursuant to a de minimis exception if (i) such services were not recognized as non-audit services by the Registrant at the time of engagement, (ii) the aggregate amount of all such services provided is no more than 5% of the aggregate audit and non-audit fees paid by the Registrant to PWC during a fiscal year; and (iii) such services are promptly approved by the Registrant's Audit Committee prior to the completion of the audit by the Audit Committee. (2) Tax fees for the fiscal year end July 31, 2005 includes fees billed for reviewing tax returns and consultation services. Tax fees for fiscal year end July 31, 2004 includes fees billed for reviewing tax returns and for tax consulting services. Fees Billed by PWC Related to AIM and AIM Affiliates PWC billed AIM Advisors, Inc. ("AIM"), the Registrant's adviser, and any entity controlling, controlled by or under common control with AIM that provides ongoing services to the Registrant ("AIM Affiliates") aggregate fees for pre-approved non-audit services rendered to AIM and AIM Affiliates for the last two fiscal years as follows:
Fees Billed for Non- Fees Billed for Non- Audit Services Percentage of Fees Audit Services Percentage of Fees Rendered to AIM and Billed Applicable to Rendered to AIM and Billed Applicable to AIM Affiliates for Non-Audit Services AIM Affiliates for Non-Audit Services fiscal year end 2005 Provided for fiscal year fiscal year end 2004 Provided for fiscal year That Were Required end 2005 Pursuant to That Were Required end 2004 Pursuant to to be Pre-Approved Waiver of Pre- to be Pre-Approved Waiver of Pre- by the Registrant's Approval by the Registrant's Approval Audit Committee Requirement/(1)/ Audit Committee/(2)/ Requirement/(1)/ -------------------- ------------------------ -------------------- ------------------------ Audit-Related Fees $ 0 0% $ 0 0% Tax Fees $ 0 0% $ 0 0% All Other Fees $ 0 0% $ 0 0% ---- ---- - Total Fees(2) $ 0 0% $ 0 0%
- ---------- (1) With respect to the provision of non-audit services, the pre-approval requirement is waived pursuant to a de minimis exception if (i) such services were not recognized as non-audit services by the Registrant at the time of engagement, (ii) the aggregate amount of all such services provided is no more than 5% of the aggregate audit and non-audit fees paid by the Registrant, AIM and AIM Affiliates to PWC during a fiscal year; and (iii) such services are promptly approved by the Registrant's Audit Committee prior to the completion of the audit by the Audit Committee. (2) Including the fees for services not required to be pre-approved by the registrant's audit committee, PWC billed AIM and AIM Affiliates aggregate non-audit fees of $0 for the fiscal year ended 2005, and $0 for the fiscal year ended 2004, for non-audit services rendered to AIM and AIM Affiliates. The Audit Committee also has considered whether the provision of non-audit services that were rendered to AIM and AIM Affiliates that were not required to be pre-approved pursuant to SEC regulations, if any, is compatible with maintaining PWC's independence. PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES POLICIES AND PROCEDURES As adopted by the Audit Committees of the AIM Funds (the "Funds") Last Amended September 13, 2005 I. Statement of Principles Under the Sarbanes-Oxley Act of 2002 and rules adopted by the Securities and Exchange Commission ("SEC") ("Rules"), the Audit Committees of the Funds' (the "Audit Committee") Board of Directors/Trustees (the "Board") are responsible for the appointment, compensation and oversight of the work of independent accountants (an "Auditor"). As part of this responsibility and to assure that the Auditor's independence is not impaired, the Audit Committees pre-approve the audit and non-audit services provided to the Funds by each Auditor, as well as all non-audit services provided by the Auditor to the Funds' investment adviser and to affiliates of the adviser that provide ongoing services to the Funds ("Service Affiliates") if the services directly impact the Funds' operations or financial reporting. The SEC Rules also specify the types of services that an Auditor may not provide to its audit client. The following policies and procedures comply with the requirements for pre-approval and provide a mechanism by which management of the Funds may request and secure pre-approval of audit and non-audit services in an orderly manner with minimal disruption to normal business operations. Proposed services either may be pre-approved without consideration of specific case-by-case services by the Audit Committees ("general pre-approval") or require the specific pre-approval of the Audit Committees ("specific pre-approval"). As set forth in these policies and procedures, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committees. Additionally, any fees exceeding 110% of estimated pre-approved fee levels provided at the time the service was pre-approved will also require specific approval by the Audit Committees before payment is made. The Audit Committees will also consider the impact of additional fees on the Auditor's independence when determining whether to approve any additional fees for previously pre-approved services. The Audit Committees will annually review and generally pre-approve the services that may be provided by each Auditor without obtaining specific pre-approval from the Audit Committee. The term of any general pre-approval runs from the date of such pre-approval through September 30th of the following year, unless the Audit Committees consider a different period and state otherwise. The Audit Committees will add to or subtract from the list of general pre-approved services from time to time, based on subsequent determinations. The purpose of these policies and procedures is to set forth the guidelines to assist the Audit Committees in fulfilling their responsibilities. II. Delegation The Audit Committees may from time to time delegate pre-approval authority to one or more of its members who are Independent Directors. All decisions to pre-approve a service by a delegated member shall be reported to the Audit Committee at its next quarterly meeting. III. Audit Services The annual audit services engagement terms will be subject to specific pre-approval of the Audit Committees. Audit services include the annual financial statement audit and other procedures such as tax provision work that is required to be performed by the independent auditor to be able to form an opinion on the Funds' financial statements. The Audit Committee will obtain, review and consider sufficient information concerning the proposed Auditor to make a reasonable evaluation of the Auditor's qualifications and independence. In addition to the annual Audit services engagement, the Audit Committees may grant general pre-approval for other audit services, which are those services that only the independent auditor reasonably can provide. Other Audit services may include services such as issuing consents for the inclusion of audited financial statements with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings. IV. Non-Audit Services The Audit Committees may provide general pre-approval of types of non-audit services described in this Section IV to the Funds and its Service Affiliates if the Audit Committees believe that the provision of the service will not impair the independence of the Auditor, is consistent with the SEC's Rules on auditor independence, and otherwise conforms to the Audit Committee's general principles and policies as set forth herein. The Audit Committees may provide specific pre-approval of any non-audit services to the Funds and its Service Affiliates if the Audit Committees believe that the provision of the service will not impair the independence of the auditor, is consistent with the SEC Rules on auditor independence, and otherwise conforms to the Audit Committees' general principles and policies as set forth herein. Audit-Related Services "Audit-related services" are assurance and related services that are reasonably related to the performance of the audit or review of the Fund's financial statements or that are traditionally performed by the independent auditor. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as "Audit services"; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; and agreed-upon procedures related to mergers, compliance with ratings agency requirements and interfund lending activities. Tax Services "Tax services" include, but are not limited to, the review and signing of the Funds' federal tax returns, the review of required distributions by the Funds and consultations regarding tax matters such as the tax treatment of new investments or the impact of new regulations. The Audit Committee will scrutinize carefully the retention of the Auditor in connection with a transaction initially recommended by the Auditor, the major business purpose of which may be tax avoidance or the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Audit Committee will consult with the Funds' Treasurer (or his or her designee) and may consult with outside counsel or advisors as necessary to ensure the consistency of Tax services rendered by the Auditor with the foregoing policy. No Auditor shall represent any Fund or any Service Provider before a tax court, district court or federal court of claims. All Other Auditor Services The Audit Committees may pre-approve non-audit services classified as "All other services" that are not categorically prohibited by the SEC, as listed in Exhibit 1 to this policy. V. Pre-Approval Fee Levels or Established Amounts Pre-approval of estimated fees or established amounts for services to be provided by the Auditor under general or specific pre-approval policies will be set periodically by the Audit Committees. Any proposed fees exceeding 110% of the maximum estimated pre-approved fees or established amounts for pre-approved audit and non-audit services will be reported to the Audit Committees at the quarterly Audit Committees meeting and will require specific approval by the Audit Committees before payment is made. The Audit Committee will always factor in the overall relationship of fees for audit and non-audit services in determining whether to pre-approve any such services and in determining whether to approve any additional fees exceeding 110% of the maximum pre-approved fees or established amounts for previously pre-approved services. VI. Procedures On an annual basis, A I M Advisors, Inc. ("AIM") will submit to the Audit Committees for general pre-approval, a list of non-audit services that the Funds or Service Affiliates of the Funds may request from the Auditor. The list will describe the non-audit services in reasonable detail and will include an estimated range of fees and such other information as the Audit Committee may request. Each request for services to be provided by the Auditor under the general pre-approval of the Audit Committees will be submitted to the Funds' Treasurer (or his or her designee) and must include a detailed description of the services to be rendered. The Treasurer or his or her designee will ensure that such services are included within the list of services that have received the general pre-approval of the Audit Committees. The Audit Committees will be informed at the next quarterly scheduled Audit Committees meeting of any such services for which the Auditor rendered an invoice and whether such services and fees had been pre-approved and if so, by what means. Each request to provide services that require specific approval by the Audit Committees shall be submitted to the Audit Committees jointly by the Fund's Treasurer or his or her designee and the Auditor, and must include a joint statement that, in their view, such request is consistent with the policies and procedures and the SEC Rules. Non-audit services pursuant to the de minimis exception provided by the SEC Rules will be promptly brought to the attention of the Audit Committees for approval, including documentation that each of the conditions for this exception, as set forth in the SEC Rules, has been satisfied. On at least an annual basis, the Auditor will prepare a summary of all the services provided to any entity in the investment company complex as defined in section 2-01(f)(14) of Regulation S-X in sufficient detail as to the nature of the engagement and the fees associated with those services. The Audit Committees have designated the Funds' Treasurer to monitor the performance of all services provided by the Auditor and to ensure such services are in compliance with these policies and procedures. The Funds' Treasurer will report to the Audit Committee on a periodic basis as to the results of such monitoring. Both the Funds' Treasurer and management of AIM will immediately report to the chairman of the Audit Committee any breach of these policies and procedures that comes to the attention of the Funds' Treasurer or senior management of AIM. Exhibit 1 to Pre-Approval of Audit and Non-Audit Services Policies and Procedures Conditionally Prohibited Non-Audit Services (not prohibited if the Fund can reasonably conclude that the results of the service would not be subject to audit procedures in connection with the audit of the Fund's financial statements) . Bookkeeping or other services related to the accounting records or financial statements of the audit client . Financial information systems design and implementation . Appraisal or valuation services, fairness opinions, or contribution-in-kind reports . Actuarial services . Internal audit outsourcing services Categorically Prohibited Non-Audit Services . Management functions . Human resources . Broker-dealer, investment adviser, or investment banking services . Legal services . Expert services unrelated to the audit . Any other service that the Public Company Oversight Board determines by regulation is impermissible. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS. Investments in securities of unaffiliated issuers is included as part of the reports to stockholders filed under Item 1 of this Form. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT COMPANIES. Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None ITEM 11. CONTROLS AND PROCEDURES. (a) As of September 15, 2005, an evaluation was performed under the supervision and with the participation of the officers of the Registrant, including the PEO and PFO, to assess the effectiveness of the Registrant's disclosure controls and procedures, as that term is defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the "Act"), as amended. Based on that evaluation, the Registrant's officers, including the PEO and PFO, concluded that, as of September 15, 2005, the Registrant's disclosure controls and procedures were reasonably designed to ensure: (1) that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission; and (2) that material information relating to the Registrant is made known to the PEO and PFO as appropriate to allow timely decisions regarding required disclosure. (b) There have been no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. ITEM 12. EXHIBITS. 12(a)(1) Code of Ethics. 12(a)(2) Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940. 12(a)(3) Not applicable. 12(b) Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(b) under the Investment Company Act of 1940. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant: AIM Stock Funds By: /s/ ROBERT H. GRAHAM --------------------------- Robert H. Graham Principal Executive Officer Date: October 7, 2005 Pursuant to the requirements of the Securities and Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By: /s/ ROBERT H. GRAHAM ---------------------------- Robert H. Graham Principal Executive Officer Date: October 7, 2005 By: /s/ SIDNEY M. DILGREN ---------------------------- Sidney M. Dilgren Principal Financial Officer Date: October 7, 2005 EXHIBIT INDEX 12(a)(1) Code of Ethics. 12(a)(2) Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940. 12(a)(3) Not applicable. 12(b) Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(b) under the Investment Company Act of 1940. EX-99.12 (A) (1) 2 dex9912a1.txt CODE OF ETHICS THE AIM FAMILY OF FUNDS CODE OF ETHICS FOR SENIOR OFFICERS I. Introduction The Boards of Directors/Trustees ("Board") of The AIM Family of Funds (the "Companies") have adopted this code of ethics (this "Code") applicable to their Principal Executive Officer and Principal Financial and Accounting Officer (the "Covered Officers") to promote: . honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; . full, fair, accurate, timely and understandable disclosure in documents filed with the Securities and Exchange Commission ("SEC") and in other public communications; . compliance with applicable governmental laws, rules and regulations; . the prompt internal reporting to an appropriate person or persons identified in the Code of violations of the Code; and . accountability for adherence to the Code. II. Covered Officers Should Act Honestly and Candidly Each Covered Officer named in Exhibit A to this Code owes a duty to the Companies to act with integrity. Integrity requires, among other things, being honest and candid. Deceit and subordination of principle are inconsistent with integrity. Each Covered Officer must: . act with integrity, including being honest and candid while still maintaining the confidentiality of information where required by law or the Companies' policies; . observe both the form and spirit of laws and governmental rules and regulations, accounting standards and policies of the Companies; . adhere to a high standard of business ethics; and . place the interests of the Companies before the Covered Officer's own personal interests. Business practices Covered Officers should be guided by and adhere to these fiduciary standards. III. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF INTEREST GUIDING PRINCIPLES. A "conflict of interest" occurs when an individual's private interest interferes with the interests of the Companies. A conflict of interest can arise when a Covered Officer takes actions or has interests that may make it difficult to perform his or her work for the Companies objectively and effectively. For example, a conflict of interest would arise if a Covered Officer, or a member or his family, receives improper personal benefits as a result of his or her position in any of the Companies. In addition, investment companies should be sensitive to situations that create apparent, but not actual, conflicts of interest. Service to the Companies should never be subordinated to personal gain and advantage. Certain conflicts of interest covered by this Code arise out of the relationships between Covered Officers and the Companies that already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended and the Investment Advisers Act of 1940, as amended. For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Companies because of their status as "affiliated persons" of the Companies. Therefore, as to the existing statutory and regulatory prohibitions on individual behavior, they will be deemed to be incorporated in this Code and therefore any material violation will also be deemed a violation of this Code. Covered Officers must in all cases comply with applicable statutes and regulations. As to conflicts arising from, or as a result of the contractual relationship between, the Companies and the investment adviser of which the Covered Officers are also officers or employees, it is recognized by the Board that, subject to the adviser's fiduciary duties to the Companies, the Covered Officers will in the normal course of their duties (whether formally for the Companies or for the adviser, or for both) be involved in establishing policies and implementing decisions which will have different effects on the adviser and the Companies. The Board recognizes that the participation of the Covered Officers in such activities is inherent in the contractual relationship between the Companies and the adviser and is consistent with the expectation of the Board of the performance by the Covered Officers of their duties as officers of the Companies. In addition, it is recognized by the Board that the Covered Officers may also be officers or employees of other investment companies advised by the same adviser and the codes which apply to senior officers of those investment companies will apply to the Covered Officers acting in those distinct capacities. Each Covered Officer must: . avoid conflicts of interest wherever possible; . handle any actual or apparent conflict of interest ethically; . not use his or her personal influence or personal relationships to influence investment decisions or financial reporting by an investment company whereby the Covered Officer would benefit personally to the detriment of any of the Companies; 2 . not cause an investment company to take action, or fail to take action, for the personal benefit of the Covered Officer rather than the benefit of such company; . not use knowledge of portfolio transactions made or contemplated for an investment company to profit or cause others to profit, by the market effect of such transactions; and . as described in more detail below, discuss any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest with the Chief Legal Officer of the AIM Funds (the "Chief Legal Officer"). Some conflict of interest situations that should always be discussed with the Chief Legal Officer, if material, include the following: . any outside business activity that detracts from an individual's ability to devote appropriate time and attention to his or her responsibilities with the Companies; . being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any immediate family member; . any direct ownership interest in, or any consulting or employment relationship with, any of the Companies' service providers, other than its investment adviser, distributor or other AMVESCAP affiliated entities and other than a de minimis ownership interest (for purposes of this section of the Code an ownership interest of 1% or less shall constitute a de minimis ownership interest, and an ownership interest of more than 1% creates a rebuttable presumption that there may be a material conflict of interest); and . a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Companies for effecting portfolio transactions or for selling or redeeming shares, other than an interest arising from the Covered Officer's employment with AIM, its subsidiaries, its parent organizations and any affiliates or subsidiaries thereof, such as compensation or equity ownership, and other than an interest arising from a de minimis ownership interest in a company with which the Companies execute portfolios transactions or a company that receives commissions or other fees related to its sales and redemptions of shares of the Companies (for purposes of this section of the Code an ownership interest of 1% or less shall constitute a de minimis ownership interest, and an ownership interest of more than 1% creates a rebuttable presumption that there may be a material conflict of interest). IV. DISCLOSURE Each Covered Officer is required to be familiar, and comply, with the Companies' disclosure controls and procedures so that the Companies' subject reports and documents filed with the SEC comply in all material respects with the applicable federal securities laws and SEC rules. In addition, each Covered Officer having direct or supervisory authority regarding these SEC filings or the Companies' other public communications should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Companies and take other appropriate steps regarding these 3 disclosures with the goal of making full, fair, accurate, timely and understandable disclosure. Each Covered Officer must: . familiarize himself/herself with the disclosure requirements applicable to the Companies as well as the business and financial operations of the Companies; and . not knowingly misrepresent, or cause others to misrepresent, facts about the Companies to others, whether within or outside the Companies, including representations to the Companies' internal auditors, independent Directors/Trustees, independent auditors, and to governmental regulators and self-regulatory organizations. V. COMPLIANCE It is the Companies' policy to comply in all material respects with all applicable governmental laws, rules and regulations. It is the personal responsibility of each Covered Officer to adhere to the standards and restrictions imposed by those laws, rules and regulations, including those relating to affiliated transactions, accounting and auditing matters. VI. REPORTING AND ACCOUNTABILITY Each Covered Officer must: . upon receipt of the Code, sign and submit to the Chief Compliance Officer of the Companies an acknowledgement stating that he or she has received, read, and understands the Code. . annually thereafter submit a form to the Chief Compliance Officer of the Companies confirming that he or she has received, read and understands the Code and has complied with the requirements of the Code. . not retaliate against any employee or other Covered Officer for reports of potential violations that are made in good faith. . notify the Chief Legal Officer promptly if he becomes aware of any existing or potential violation of this Code. Failure to do so is itself a violation of this Code. Except as described otherwise below, the Chief Legal Officer is responsible for applying this Code to specific situations in which questions are presented to him or her and has the authority to interpret this Code in any particular situation. The Chief Legal Officer shall take all action he or she considers appropriate to investigate any actual or potential violations reported to him or her. The Chief Legal Officer is authorized to consult, as appropriate, with the Chairman of the Audit Committees of the Board, counsel to the Companies and counsel to the independent Directors/Trustees, and is encouraged to do so. 4 The Chief Legal Officer is responsible for granting waivers and determining sanctions, as appropriate. In addition, approvals, interpretations, or waivers sought by the Covered Officers may also be considered by the Chairman of the AIM Funds Audit Committees. The Companies will follow these procedures in investigating and enforcing this Code, and in reporting on the Code: . the Chief Legal Officer will take all appropriate action to investigate any violations reported to him or her; . violations and potential violations will be reported to the Chairman of the Audit Committees of the Board after such investigation; . if the Chairman of the Audit Committees determines that a violation has occurred, he or she will inform the Board, which will take all appropriate disciplinary or preventive action; . appropriate disciplinary or preventive action may include a letter of censure, suspension, dismissal or, in the event of criminal or other serious violations of law, notification to the SEC or other appropriate law enforcement authorities; . the Chief Legal Officer will be responsible for granting waivers, as appropriate; and . any changes to or waivers of this Code will, to the extent required, be disclosed on Form N-CSR as provided by SEC rules. VII. OTHER POLICIES AND PROCEDURES The Companies' and the Advisers' and Principal Underwriters' codes of ethics under Rule 17j-1 under the Investment Company Act and the Advisers' more detailed policies and procedures set forth in its Compliance and Supervisory Procedures Manual are separate requirements applying to Covered Officers and others, and are not part of this Code. VIII. AMENDMENTS This Code may not be amended except in written form, which is specifically approved by a majority vote of the Companies' Board, including a majority of independent Directors/Trustees. IX. CONFIDENTIALITY All reports and records prepared or maintained pursuant to this Code shall be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the members of the Companies' Board, counsel to the Companies, and counsel to the independent Directors/Trustees. Date: September 17, 2003 5 EXHIBIT A Persons Covered by this Code of Ethics: - -------------------------------------- Robert H. Graham Sidney M. Dilgren Date: January 1, 2004 6 THE AIM FAMILY OF FUNDS CODE OF ETHICS--ACKNOWLEDGEMENT I hereby acknowledge that I am a Principal Officer of the Companies and I am aware of and subject to the Companies' Code of Ethics. Accordingly, I have read and understood the requirements of the Code of Ethics and I am committed to fully comply with the Code of Ethics. I recognize my obligation to promote: 1. Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; 2. Full, fair, accurate, timely, and understandable disclosure in reports and documents that the Companies file with, or submit to, the Commission and in other public communications made by the Companies; and 3. Compliance with applicable governmental laws, rules, and regulations. - --------------------------------------- --------------------------------------- Date: Name: Title: 7 EX-99.12 (A) (2) 3 dex9912a2.txt 302 CERTIFICATIONS I, Robert H. Graham, Principal Executive Officer, certify that: 1. I have reviewed this report on Form N-CSR of AIM Stock Funds; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3 (d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidating subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filling date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: October 7, 2005 /s/ ROBERT H. GRAHAM --------------------------------------------- Robert H. Graham, Principal Executive Officer I, Sidney M. Dilgren, Principal Financial Officer, certify that: 1. I have reviewed this report on Form N-CSR of AIM Stock Funds; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3 (d) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidating subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filling date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: October 7, 2005 /s/ SIDNEY M. DILGREN ---------------------------------------------- Sidney M. Dilgren, Principal Financial Officer EX-99.12 (B) 4 dex9912b.txt 906 CERTIFICATIONS CERTIFICATION OF SHAREHOLDER REPORT In connection with the Certified Shareholder Report of AIM Stock Funds (the "Company") on Form N-CSR for the period ended July 31, 2005, as filed with the Securities and Exchange Commission (the "Report"), I, Robert H. Graham, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: October 7, 2005 /s/ Robert H. Graham --------------------------------------------- Robert H. Graham, Principal Executive Officer A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. CERTIFICATION OF SHAREHOLDER REPORT In connection with the Certified Shareholder Report of AIM Stock Funds (the "Company") on Form N-CSR for the period ended July 31, 2005, as filed with the Securities and Exchange Commission (the "Report"), I, Sidney M. Dilgren, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: October 7, 2005 /s/ Sidney M. Dilgren ---------------------------------------------- Sidney M. Dilgren, Principal Financial Officer A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided by the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----