CLASS A, CLASS B AND CLASS C SHARES OF

                          AIM ASIA PACIFIC GROWTH FUND

                       Supplement dated February 27, 2004
                    to the Prospectus dated February 27, 2004

Your Fund's investment advisor, A I M Advisors, Inc. ("AIM"), is an indirect
wholly owned subsidiary of AMVESCAP PLC ("AMVESCAP"). Another indirect wholly
owned subsidiary of AMVESCAP, INVESCO Funds Group, Inc. ("IFG"), was formerly
the investment advisor to the INVESCO Funds. IFG continues to serve as the
investment advisor to INVESCO Variable Investment Funds, Inc. ("IVIF"). On
November 25, 2003, AIM succeeded IFG as the investment advisor to the INVESCO
Funds other than IVIF.

The mutual fund industry as a whole is currently subject to a wide range of
inquiries and litigation related to issues of "market timing" and "late
trading." Both AIM and IFG are the subject of a number of such inquiries, as
described below.

Regulatory Actions and Inquiries Concerning IFG

On December 2, 2003 each of the Securities and Exchange Commission ("SEC") and
the Office of the Attorney General of the State of New York ("NYAG") filed civil
proceedings against IFG and Raymond R. Cunningham, in his capacity as the chief
executive officer of IFG. Mr. Cunningham currently holds the positions of Chief
Operating Officer and Senior Vice President of A I M Management Group Inc., the
parent of AIM, and the position of Senior Vice President of AIM. In addition, on
December 2, 2003, the State of Colorado filed civil proceedings against IFG.
Neither the Fund nor any of the other AIM or INVESCO Funds has been named as a
defendant in any of these proceedings.

The SEC complaint, filed in the United States District Court for the District of
Colorado [Civil Action No. 03-N-2421 (PAC)], alleges that IFG failed to disclose
in the INVESCO Funds' prospectuses and to the INVESCO Funds' independent
directors that IFG had entered into certain arrangements permitting market
timing of the INVESCO Funds. The SEC alleges violations of Section 17(a) of the
Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and
Rule 10b-5 under that Act, Section 206(1) and 206(2) of the Investment Advisers
Act of 1940, and Sections 34(b) and 36(a) of the Investment Company Act of 1940.
The SEC is seeking injunctions, including permanent injunctions from serving as
an investment advisor, officer or director of an investment company; an
accounting of all market timing as well as certain fees and compensation
received; disgorgement; civil monetary penalties; and other relief.

The NYAG complaint, filed in the Supreme Court of the State of New York (New
York County), is also based on the circumstances described above. The NYAG
complaint alleges violation of Article 23-A (the Martin Act) and Section 349 of
the General Business Law of the State of New York and Section 63(12) of the
State of New York's Executive Law. The NYAG is seeking injunctions, including
permanent injunctions from directly or indirectly selling or distributing shares
of mutual funds; disgorgement of all profits obtained, including fees collected,
and payment of all restitution and damages caused, directly or indirectly from
the alleged illegal activities; civil monetary penalties; and other relief.

The Colorado complaint, filed in the Colorado District Court, in the City and
County of Denver, Colorado, is also based on the circumstances described above.
The Colorado complaint alleges violations of Section 6-1-105(1) of the Colorado
Consumer Protection Act. The State of Colorado is seeking injunctions;
restitution, disgorgement and other equitable relief; civil monetary penalties;
and other relief.

No relief is being sought against the Fund or any of the other AIM or INVESCO
Funds in any of these complaints.

In addition, IFG has received inquiries in the form of subpoenas or other oral
or written requests for information from various regulators concerning market
timing activity, late trading, fair value pricing and related issues concerning
the INVESCO Funds. These regulators include the Florida Department of Financial
Services, the Commissioner of Securities for the State of Georgia, the Office of
the State Auditor for the State of West Virginia, the Office of the Secretary of
State for West Virginia and the Colorado Securities Division. IFG has also
received more limited inquiries concerning related matters from the United
States Department of Labor, NASD Inc., and the SEC.




Regulatory Inquiries Concerning AIM

AIM has also received inquiries in the form of subpoenas or other oral or
written requests for information from various regulators concerning market
timing activity, late trading, fair value pricing, and related issues concerning
the AIM Funds. AIM has received requests for information and documents
concerning these and related matters from the SEC and the Massachusetts
Secretary of the Commonwealth. In addition, AIM has received subpoenas
concerning these and related matters from the NYAG, the United States Attorney's
Office for the District of Massachusetts, the Commissioner of Securities for the
State of Georgia, the Office of the State Auditor for the State of West
Virginia, and the Office of the Secretary of State for West Virginia. AIM has
also received more limited inquiries from the SEC and NASD, Inc. concerning
specific funds, entities and/or individuals, none of which directly bears upon
the Fund.

Response of the Independent Directors/Trustees

The independent directors/trustees (the "independent trustees") of the AIM and
INVESCO Funds have retained their own independent counsel to conduct an
investigation on behalf of the independent trustees into the frequent trading
arrangements and related issues raised by the regulators. The independent
trustees have created a special committee, consisting of four independent
trustees, to oversee the investigation and to formulate recommendations for
further board action. As part of the investigation by the independent trustees,
their independent counsel has been reviewing the examination of IFG and AIM
currently being conducted by management's outside counsel.

Response of AMVESCAP

AMVESCAP is seeking to resolve both the pending regulatory complaints against
IFG alleging market timing and the ongoing market timing investigations with
respect to IFG and AIM. AMVESCAP recently found, in its ongoing review of these
matters, that shareholders were not always effectively protected from the
potential adverse impact of market timing and illegal late trading through
intermediaries. These findings were based, in part, on an extensive economic
analysis by outside experts who have been retained by AMVESCAP to examine the
impact of these activities. In light of these findings, AMVESCAP has publicly
stated that any AIM or INVESCO Fund, or any shareholders thereof, harmed by
these activities will receive full restitution. AMVESCAP has informed regulators
of these findings. In addition, AMVESCAP has retained separate outside counsel
to undertake a comprehensive review of AIM's and IFG's policies, procedures and
practices, with the objective that they rank among the most effective in the
fund industry.

There can be no assurance that AMVESCAP will be able to reach a satisfactory
settlement with the regulators, or that any such settlement will not include
terms which would have the effect of barring either or both of IFG and AIM, or
any other investment advisor directly or indirectly owned by AMVESCAP, from
serving as an investment advisor to any investment company registered under the
Investment Company Act of 1940 (a "registered investment company"), including
the Fund. The Fund has been informed by AIM that, if AIM is so barred, AIM will
seek exemptive relief from the SEC to permit it to continue to serve as the
Fund's investment advisor. There can be no assurance that such exemptive relief
will be granted. Any settlement with the regulators could also include terms
which would bar Mr. Cunningham from serving as an officer or director of any
registered investment company.

Private Actions

In addition to the complaints described above, multiple lawsuits, including
purported class action and shareholder derivative suits, have been filed against
various parties (including, depending on the lawsuit, certain INVESCO Funds,
certain AIM Funds, IFG, AIM, A I M Management Group Inc., the parent of AIM,
AMVESCAP, certain related entities and certain of their officers, including Mr.
Cunningham). The allegations in the majority of the lawsuits are substantially
similar to the allegations in the regulatory complaints against IFG described
above. Such lawsuits allege a variety of theories of recovery, including but not
limited to: (i) violation of various provisions of the Federal and state
securities laws; (ii) violation of various provisions of the Employee Retirement
Income Security Act ("ERISA"); (iii) breach of fiduciary duty; and (iv) breach
of contract. The lawsuits have been filed in both Federal and state courts and
seek such remedies as compensatory damages; restitution; rescission; accounting
for wrongfully gotten gains, profits and compensation; injunctive relief;
disgorgement; equitable relief; various corrective measures under ERISA;
rescission of certain Funds' advisory agreements with AIM; declaration that the




                                       2



advisory agreement is unenforceable or void; refund of advisory fees; interest;
and attorneys' and experts' fees. The following list identifies such lawsuits
that have been served as of February 23, 2004:

     o    RAJ SANYAL, DERIVATIVELY ON BEHALF OF NATIONS INTERNATIONAL EQUITY
          FUND, V. INVESCO GLOBAL ASSET MANAGEMENT, ET AL., in the Superior
          Court Division, State of North Carolina (Civil Action No.
          03-CVS-19622), filed on November 14, 2003.

     o    JOEL GOODMAN V. INVESCO FUNDS GROUP, INC., ET AL., in the District
          Court, City and County of Denver, Colorado (Case Number 03-CV-9268),
          filed on December 5, 2003.

     o    L. SCOTT KARLIN, DERIVATIVELY ON BEHALF OF INVESCO FUNDS GROUP, INC.
          V. AMVESCAP PLC, INVESCO, INC., ET AL., in the United States District
          Court, District of Colorado (Civil Action No. 03-MK-2406), filed on
          November 28, 2003.

     o    EDWARD LOWINGER AND SHARON LOWINGER V. INVESCO ADVANTAGE HEALTH
          SCIENCES FUND, ET AL., in the United States District Court, Southern
          District of New York (Civil Action No. 03-CV-9634), filed on December
          4, 2003.

     o    RICHARD RAVER V. INVESCO FUNDS GROUP, INC., ET AL., in the United
          States District Court, District of Colorado (Civil Action No.
          03-F-2441), filed on December 2, 2003.

     o    STEVEN B. EHRLICH, ET AL., V. INVESCO ADVANTAGE HEALTH SCIENCES FUND,
          ET AL., in the United States District Court, District of Colorado
          (Civil Action No. 03-N-2559), filed on December 17, 2003.

     o    PAT B. GORSUCH AND GEORGE L. GORSUCH V. INVESCO FUNDS GROUP, INC. AND
          A I M ADVISORS, INC., in the United States District Court, District of
          Colorado (Civil Action No. 03-MK-2612), filed on December 24, 2003.

     o    LORI WEINRIB, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY
          SITUATED, V. INVESCO FUNDS GROUP, INC., ET AL., in the United States
          District Court, Southern District of New York (Civil Action No.
          04-CV-00492), filed on January 21, 2004.

     o    CARL E. VONDER HAAR AND MARILYN P. MARTIN, ON BEHALF OF THEMSELVES AND
          ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., ET AL.,
          in the United States District Court, District of Colorado (Civil
          Action No. 04-CV-812), filed on February 5, 2004.

IFG has removed certain of the state court proceedings to Federal District
Court. The Judicial Panel on Multidistrict Litigation recently has ordered that
efficiency will be achieved if all actions alleging market timing throughout the
mutual fund industry are transferred to the District of Maryland for coordinated
pretrial discovery. AIM and IFG have informed the AIM and INVESCO Funds that
they anticipate that the Panel will issue orders to transfer actions pending
against them, including the cases identified above, to the multidistrict
litigation as well.

More detailed information regarding each of the cases identified above is
provided in the Fund's statement of additional information. Additional lawsuits
or regulatory actions arising out of these circumstances and presenting similar
allegations and requests for relief may be filed against the Fund, IFG, AIM,
AMVESCAP and related entities and individuals in the future. Information about
any similar additional lawsuits will be provided in the statement of additional
information.

As a result of these developments, investors in the AIM and INVESCO Funds might
react by redeeming their investments. This might require the Funds to sell
investments to provide for sufficient liquidity and could also have an adverse
effect on the investment performance of the Funds.


                                       3

         CLASS A, CLASS B, CLASS C, CLASS R AND INVESTOR CLASS SHARES OF

                            AIM EUROPEAN GROWTH FUND

                       Supplement dated February 27, 2004
                    to the Prospectus dated February 27, 2004

Your Fund's investment advisor, A I M Advisors, Inc. ("AIM"), is an indirect
wholly owned subsidiary of AMVESCAP PLC ("AMVESCAP"). Another indirect wholly
owned subsidiary of AMVESCAP, INVESCO Funds Group, Inc. ("IFG"), was formerly
the investment advisor to the INVESCO Funds. IFG continues to serve as the
investment advisor to INVESCO Variable Investment Funds, Inc. ("IVIF"). On
November 25, 2003, AIM succeeded IFG as the investment advisor to the INVESCO
Funds other than IVIF.

The mutual fund industry as a whole is currently subject to a wide range of
inquiries and litigation related to issues of "market timing" and "late
trading." Both AIM and IFG are the subject of a number of such inquiries, as
described below.

Regulatory Actions and Inquiries Concerning IFG

On December 2, 2003 each of the Securities and Exchange Commission ("SEC") and
the Office of the Attorney General of the State of New York ("NYAG") filed civil
proceedings against IFG and Raymond R. Cunningham, in his capacity as the chief
executive officer of IFG. Mr. Cunningham currently holds the positions of Chief
Operating Officer and Senior Vice President of A I M Management Group Inc., the
parent of AIM, and the position of Senior Vice President of AIM. In addition, on
December 2, 2003, the State of Colorado filed civil proceedings against IFG.
Neither the Fund nor any of the other AIM or INVESCO Funds has been named as a
defendant in any of these proceedings.

The SEC complaint, filed in the United States District Court for the District of
Colorado [Civil Action No. 03-N-2421 (PAC)], alleges that IFG failed to disclose
in the INVESCO Funds' prospectuses and to the INVESCO Funds' independent
directors that IFG had entered into certain arrangements permitting market
timing of the INVESCO Funds. The SEC alleges violations of Section 17(a) of the
Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and
Rule 10b-5 under that Act, Section 206(1) and 206(2) of the Investment Advisers
Act of 1940, and Sections 34(b) and 36(a) of the Investment Company Act of 1940.
The SEC is seeking injunctions, including permanent injunctions from serving as
an investment advisor, officer or director of an investment company; an
accounting of all market timing as well as certain fees and compensation
received; disgorgement; civil monetary penalties; and other relief.

The NYAG complaint, filed in the Supreme Court of the State of New York (New
York County), is also based on the circumstances described above. The NYAG
complaint alleges violation of Article 23-A (the Martin Act) and Section 349 of
the General Business Law of the State of New York and Section 63(12) of the
State of New York's Executive Law. The NYAG is seeking injunctions, including
permanent injunctions from directly or indirectly selling or distributing shares
of mutual funds; disgorgement of all profits obtained, including fees collected,
and payment of all restitution and damages caused, directly or indirectly from
the alleged illegal activities; civil monetary penalties; and other relief.

The Colorado complaint, filed in the Colorado District Court, in the City and
County of Denver, Colorado, is also based on the circumstances described above.
The Colorado complaint alleges violations of Section 6-1-105(1) of the Colorado
Consumer Protection Act. The State of Colorado is seeking injunctions;
restitution, disgorgement and other equitable relief; civil monetary penalties;
and other relief.

No relief is being sought against the Fund or any of the other AIM or INVESCO
Funds in any of these complaints.

In addition, IFG has received inquiries in the form of subpoenas or other oral
or written requests for information from various regulators concerning market
timing activity, late trading, fair value pricing and related issues concerning
the INVESCO Funds. These regulators include the Florida Department of Financial
Services, the Commissioner of Securities for the State of Georgia, the Office of
the State Auditor for the State of West Virginia, the Office of the Secretary of
State for West Virginia and the Colorado Securities Division. IFG has also
received more limited inquiries concerning related matters from the United
States Department of Labor, NASD Inc., and the SEC.





Regulatory Inquiries Concerning AIM

AIM has also received inquiries in the form of subpoenas or other oral or
written requests for information from various regulators concerning market
timing activity, late trading, fair value pricing, and related issues concerning
the AIM Funds. AIM has received requests for information and documents
concerning these and related matters from the SEC and the Massachusetts
Secretary of the Commonwealth. In addition, AIM has received subpoenas
concerning these and related matters from the NYAG, the United States Attorney's
Office for the District of Massachusetts, the Commissioner of Securities for the
State of Georgia, the Office of the State Auditor for the State of West
Virginia, and the Office of the Secretary of State for West Virginia. AIM has
also received more limited inquiries from the SEC and NASD, Inc. concerning
specific funds, entities and/or individuals, none of which directly bears upon
the Fund.

Response of the Independent Directors/Trustees

The independent directors/trustees (the "independent trustees") of the AIM and
INVESCO Funds have retained their own independent counsel to conduct an
investigation on behalf of the independent trustees into the frequent trading
arrangements and related issues raised by the regulators. The independent
trustees have created a special committee, consisting of four independent
trustees, to oversee the investigation and to formulate recommendations for
further board action. As part of the investigation by the independent trustees,
their independent counsel has been reviewing the examination of IFG and AIM
currently being conducted by management's outside counsel.

Response of AMVESCAP

AMVESCAP is seeking to resolve both the pending regulatory complaints against
IFG alleging market timing and the ongoing market timing investigations with
respect to IFG and AIM. AMVESCAP recently found, in its ongoing review of these
matters, that shareholders were not always effectively protected from the
potential adverse impact of market timing and illegal late trading through
intermediaries. These findings were based, in part, on an extensive economic
analysis by outside experts who have been retained by AMVESCAP to examine the
impact of these activities. In light of these findings, AMVESCAP has publicly
stated that any AIM or INVESCO Fund, or any shareholders thereof, harmed by
these activities will receive full restitution. AMVESCAP has informed regulators
of these findings. In addition, AMVESCAP has retained separate outside counsel
to undertake a comprehensive review of AIM's and IFG's policies, procedures and
practices, with the objective that they rank among the most effective in the
fund industry.

There can be no assurance that AMVESCAP will be able to reach a satisfactory
settlement with the regulators, or that any such settlement will not include
terms which would have the effect of barring either or both of IFG and AIM, or
any other investment advisor directly or indirectly owned by AMVESCAP, from
serving as an investment advisor to any investment company registered under the
Investment Company Act of 1940 (a "registered investment company"), including
the Fund. The Fund has been informed by AIM that, if AIM is so barred, AIM will
seek exemptive relief from the SEC to permit it to continue to serve as the
Fund's investment advisor. There can be no assurance that such exemptive relief
will be granted. Any settlement with the regulators could also include terms
which would bar Mr. Cunningham from serving as an officer or director of any
registered investment company.

Private Actions

In addition to the complaints described above, multiple lawsuits, including
purported class action and shareholder derivative suits, have been filed against
various parties (including, depending on the lawsuit, certain INVESCO Funds,
certain AIM Funds, IFG, AIM, A I M Management Group Inc., the parent of AIM,
AMVESCAP, certain related entities and certain of their officers, including Mr.
Cunningham). The allegations in the majority of the lawsuits are substantially
similar to the allegations in the regulatory complaints against IFG described
above. Such lawsuits allege a variety of theories of recovery, including but not
limited to: (i) violation of various provisions of the Federal and state
securities laws; (ii) violation of various provisions of the Employee Retirement
Income Security Act ("ERISA"); (iii) breach of fiduciary duty; and (iv) breach
of contract. The lawsuits have been filed in both Federal and state courts and
seek such remedies as compensatory damages; restitution; rescission; accounting
for wrongfully gotten gains, profits and compensation; injunctive relief;
disgorgement; equitable relief; various corrective measures under ERISA;
rescission of certain Funds' advisory agreements with AIM; declaration that the



                                       2


advisory agreement is unenforceable or void; refund of advisory fees; interest;
and attorneys' and experts' fees. The following list identifies such lawsuits
that have been served as of February 23, 2004:

     o    RAJ SANYAL, DERIVATIVELY ON BEHALF OF NATIONS INTERNATIONAL EQUITY
          FUND, V. INVESCO GLOBAL ASSET MANAGEMENT, ET AL., in the Superior
          Court Division, State of North Carolina (Civil Action No.
          03-CVS-19622), filed on November 14, 2003.

     o    JOEL GOODMAN V. INVESCO FUNDS GROUP, INC., ET AL., in the District
          Court, City and County of Denver, Colorado (Case Number 03-CV-9268),
          filed on December 5, 2003.

     o    L. SCOTT KARLIN, DERIVATIVELY ON BEHALF OF INVESCO FUNDS GROUP, INC.
          V. AMVESCAP PLC, INVESCO, INC., ET AL., in the United States District
          Court, District of Colorado (Civil Action No. 03-MK-2406), filed on
          November 28, 2003.

     o    EDWARD LOWINGER AND SHARON LOWINGER V. INVESCO ADVANTAGE HEALTH
          SCIENCES FUND, ET AL., in the United States District Court, Southern
          District of New York (Civil Action No. 03-CV-9634), filed on December
          4, 2003.

     o    RICHARD RAVER V. INVESCO FUNDS GROUP, INC., ET AL., in the United
          States District Court, District of Colorado (Civil Action No.
          03-F-2441), filed on December 2, 2003.

     o    STEVEN B. EHRLICH, ET AL., V. INVESCO ADVANTAGE HEALTH SCIENCES FUND,
          ET AL., in the United States District Court, District of Colorado
          (Civil Action No. 03-N-2559), filed on December 17, 2003.

     o    PAT B. GORSUCH AND GEORGE L. GORSUCH V. INVESCO FUNDS GROUP, INC. AND
          A I M ADVISORS, INC., in the United States District Court, District of
          Colorado (Civil Action No. 03-MK-2612), filed on December 24, 2003.

     o    LORI WEINRIB, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY
          SITUATED, V. INVESCO FUNDS GROUP, INC., ET AL., in the United States
          District Court, Southern District of New York (Civil Action No.
          04-CV-00492), filed on January 21, 2004.

     o    CARL E. VONDER HAAR AND MARILYN P. MARTIN, ON BEHALF OF THEMSELVES AND
          ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., ET AL.,
          in the United States District Court, District of Colorado (Civil
          Action No. 04-CV-812), filed on February 5, 2004.

IFG has removed certain of the state court proceedings to Federal District
Court. The Judicial Panel on Multidistrict Litigation recently has ordered that
efficiency will be achieved if all actions alleging market timing throughout the
mutual fund industry are transferred to the District of Maryland for coordinated
pretrial discovery. AIM and IFG have informed the AIM and INVESCO Funds that
they anticipate that the Panel will issue orders to transfer actions pending
against them, including the cases identified above, to the multidistrict
litigation as well.

More detailed information regarding each of the cases identified above is
provided in the Fund's statement of additional information. Additional lawsuits
or regulatory actions arising out of these circumstances and presenting similar
allegations and requests for relief may be filed against the Fund, IFG, AIM,
AMVESCAP and related entities and individuals in the future. Information about
any similar additional lawsuits will be provided in the statement of additional
information.

As a result of these developments, investors in the AIM and INVESCO Funds might
react by redeeming their investments. This might require the Funds to sell
investments to provide for sufficient liquidity and could also have an adverse
effect on the investment performance of the Funds.


                                       3

                     CLASS A, CLASS B AND CLASS C SHARES OF

                        AIM GLOBAL AGGRESSIVE GROWTH FUND

                       Supplement dated February 27, 2004
                    to the Prospectus dated February 27, 2004

Your Fund's investment advisor, A I M Advisors, Inc. ("AIM"), is an indirect
wholly owned subsidiary of AMVESCAP PLC ("AMVESCAP"). Another indirect wholly
owned subsidiary of AMVESCAP, INVESCO Funds Group, Inc. ("IFG"), was formerly
the investment advisor to the INVESCO Funds. IFG continues to serve as the
investment advisor to INVESCO Variable Investment Funds, Inc. ("IVIF"). On
November 25, 2003, AIM succeeded IFG as the investment advisor to the INVESCO
Funds other than IVIF.

The mutual fund industry as a whole is currently subject to a wide range of
inquiries and litigation related to issues of "market timing" and "late
trading." Both AIM and IFG are the subject of a number of such inquiries, as
described below.

Regulatory Actions and Inquiries Concerning IFG

On December 2, 2003 each of the Securities and Exchange Commission ("SEC") and
the Office of the Attorney General of the State of New York ("NYAG") filed civil
proceedings against IFG and Raymond R. Cunningham, in his capacity as the chief
executive officer of IFG. Mr. Cunningham currently holds the positions of Chief
Operating Officer and Senior Vice President of A I M Management Group Inc., the
parent of AIM, and the position of Senior Vice President of AIM. In addition, on
December 2, 2003, the State of Colorado filed civil proceedings against IFG.
Neither the Fund nor any of the other AIM or INVESCO Funds has been named as a
defendant in any of these proceedings.

The SEC complaint, filed in the United States District Court for the District of
Colorado [Civil Action No. 03-N-2421 (PAC)], alleges that IFG failed to disclose
in the INVESCO Funds' prospectuses and to the INVESCO Funds' independent
directors that IFG had entered into certain arrangements permitting market
timing of the INVESCO Funds. The SEC alleges violations of Section 17(a) of the
Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and
Rule 10b-5 under that Act, Section 206(1) and 206(2) of the Investment Advisers
Act of 1940, and Sections 34(b) and 36(a) of the Investment Company Act of 1940.
The SEC is seeking injunctions, including permanent injunctions from serving as
an investment advisor, officer or director of an investment company; an
accounting of all market timing as well as certain fees and compensation
received; disgorgement; civil monetary penalties; and other relief.

The NYAG complaint, filed in the Supreme Court of the State of New York (New
York County), is also based on the circumstances described above. The NYAG
complaint alleges violation of Article 23-A (the Martin Act) and Section 349 of
the General Business Law of the State of New York and Section 63(12) of the
State of New York's Executive Law. The NYAG is seeking injunctions, including
permanent injunctions from directly or indirectly selling or distributing shares
of mutual funds; disgorgement of all profits obtained, including fees collected,
and payment of all restitution and damages caused, directly or indirectly from
the alleged illegal activities; civil monetary penalties; and other relief.

The Colorado complaint, filed in the Colorado District Court, in the City and
County of Denver, Colorado, is also based on the circumstances described above.
The Colorado complaint alleges violations of Section 6-1-105(1) of the Colorado
Consumer Protection Act. The State of Colorado is seeking injunctions;
restitution, disgorgement and other equitable relief; civil monetary penalties;
and other relief.

No relief is being sought against the Fund or any of the other AIM or INVESCO
Funds in any of these complaints.

In addition, IFG has received inquiries in the form of subpoenas or other oral
or written requests for information from various regulators concerning market
timing activity, late trading, fair value pricing and related issues concerning
the INVESCO Funds. These regulators include the Florida Department of Financial
Services, the Commissioner of Securities for the State of Georgia, the Office of
the State Auditor for the State of West Virginia, the Office of the Secretary of
State for West Virginia and the Colorado Securities Division. IFG has also
received more limited inquiries concerning related matters from the United
States Department of Labor, NASD Inc., and the SEC.




Regulatory Inquiries Concerning AIM

AIM has also received inquiries in the form of subpoenas or other oral or
written requests for information from various regulators concerning market
timing activity, late trading, fair value pricing, and related issues concerning
the AIM Funds. AIM has received requests for information and documents
concerning these and related matters from the SEC and the Massachusetts
Secretary of the Commonwealth. In addition, AIM has received subpoenas
concerning these and related matters from the NYAG, the United States Attorney's
Office for the District of Massachusetts, the Commissioner of Securities for the
State of Georgia, the Office of the State Auditor for the State of West
Virginia, and the Office of the Secretary of State for West Virginia. AIM has
also received more limited inquiries from the SEC and NASD, Inc. concerning
specific funds, entities and/or individuals, none of which directly bears upon
the Fund.

Response of the Independent Directors/Trustees

The independent directors/trustees (the "independent trustees") of the AIM and
INVESCO Funds have retained their own independent counsel to conduct an
investigation on behalf of the independent trustees into the frequent trading
arrangements and related issues raised by the regulators. The independent
trustees have created a special committee, consisting of four independent
trustees, to oversee the investigation and to formulate recommendations for
further board action. As part of the investigation by the independent trustees,
their independent counsel has been reviewing the examination of IFG and AIM
currently being conducted by management's outside counsel.

Response of AMVESCAP

AMVESCAP is seeking to resolve both the pending regulatory complaints against
IFG alleging market timing and the ongoing market timing investigations with
respect to IFG and AIM. AMVESCAP recently found, in its ongoing review of these
matters, that shareholders were not always effectively protected from the
potential adverse impact of market timing and illegal late trading through
intermediaries. These findings were based, in part, on an extensive economic
analysis by outside experts who have been retained by AMVESCAP to examine the
impact of these activities. In light of these findings, AMVESCAP has publicly
stated that any AIM or INVESCO Fund, or any shareholders thereof, harmed by
these activities will receive full restitution. AMVESCAP has informed regulators
of these findings. In addition, AMVESCAP has retained separate outside counsel
to undertake a comprehensive review of AIM's and IFG's policies, procedures and
practices, with the objective that they rank among the most effective in the
fund industry.

There can be no assurance that AMVESCAP will be able to reach a satisfactory
settlement with the regulators, or that any such settlement will not include
terms which would have the effect of barring either or both of IFG and AIM, or
any other investment advisor directly or indirectly owned by AMVESCAP, from
serving as an investment advisor to any investment company registered under the
Investment Company Act of 1940 (a "registered investment company"), including
the Fund. The Fund has been informed by AIM that, if AIM is so barred, AIM will
seek exemptive relief from the SEC to permit it to continue to serve as the
Fund's investment advisor. There can be no assurance that such exemptive relief
will be granted. Any settlement with the regulators could also include terms
which would bar Mr. Cunningham from serving as an officer or director of any
registered investment company.

Private Actions

In addition to the complaints described above, multiple lawsuits, including
purported class action and shareholder derivative suits, have been filed against
various parties (including, depending on the lawsuit, certain INVESCO Funds,
certain AIM Funds, IFG, AIM, A I M Management Group Inc., the parent of AIM,
AMVESCAP, certain related entities and certain of their officers, including Mr.
Cunningham). The allegations in the majority of the lawsuits are substantially
similar to the allegations in the regulatory complaints against IFG described
above. Such lawsuits allege a variety of theories of recovery, including but not
limited to: (i) violation of various provisions of the Federal and state
securities laws; (ii) violation of various provisions of the Employee Retirement
Income Security Act ("ERISA"); (iii) breach of fiduciary duty; and (iv) breach
of contract. The lawsuits have been filed in both Federal and state courts and
seek such remedies as compensatory damages; restitution; rescission; accounting
for wrongfully gotten gains, profits and compensation; injunctive relief;
disgorgement; equitable relief; various corrective measures under ERISA;
rescission of certain Funds' advisory agreements with AIM; declaration that the


                                       2


advisory agreement is unenforceable or void; refund of advisory fees; interest;
and attorneys' and experts' fees. The following list identifies such lawsuits
that have been served as of February 23, 2004:

     o    RAJ SANYAL, DERIVATIVELY ON BEHALF OF NATIONS INTERNATIONAL EQUITY
          FUND, V. INVESCO GLOBAL ASSET MANAGEMENT, ET AL., in the Superior
          Court Division, State of North Carolina (Civil Action No.
          03-CVS-19622), filed on November 14, 2003.

     o    JOEL GOODMAN V. INVESCO FUNDS GROUP, INC., ET AL., in the District
          Court, City and County of Denver, Colorado (Case Number 03-CV-9268),
          filed on December 5, 2003.

     o    L. SCOTT KARLIN, DERIVATIVELY ON BEHALF OF INVESCO FUNDS GROUP, INC.
          V. AMVESCAP PLC, INVESCO, INC., ET AL., in the United States District
          Court, District of Colorado (Civil Action No. 03-MK-2406), filed on
          November 28, 2003.

     o    EDWARD LOWINGER AND SHARON LOWINGER V. INVESCO ADVANTAGE HEALTH
          SCIENCES FUND, ET AL., in the United States District Court, Southern
          District of New York (Civil Action No. 03-CV-9634), filed on December
          4, 2003.

     o    RICHARD RAVER V. INVESCO FUNDS GROUP, INC., ET AL., in the United
          States District Court, District of Colorado (Civil Action No.
          03-F-2441), filed on December 2, 2003.

     o    STEVEN B. EHRLICH, ET AL., V. INVESCO ADVANTAGE HEALTH SCIENCES FUND,
          ET AL., in the United States District Court, District of Colorado
          (Civil Action No. 03-N-2559), filed on December 17, 2003.

     o    PAT B. GORSUCH AND GEORGE L. GORSUCH V. INVESCO FUNDS GROUP, INC. AND
          A I M ADVISORS, INC., in the United States District Court, District of
          Colorado (Civil Action No. 03-MK-2612), filed on December 24, 2003.

     o    LORI WEINRIB, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY
          SITUATED, V. INVESCO FUNDS GROUP, INC., ET AL., in the United States
          District Court, Southern District of New York (Civil Action No.
          04-CV-00492), filed on January 21, 2004.

     o    CARL E. VONDER HAAR AND MARILYN P. MARTIN, ON BEHALF OF THEMSELVES AND
          ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., ET AL.,
          in the United States District Court, District of Colorado (Civil
          Action No. 04-CV-812), filed on February 5, 2004.

IFG has removed certain of the state court proceedings to Federal District
Court. The Judicial Panel on Multidistrict Litigation recently has ordered that
efficiency will be achieved if all actions alleging market timing throughout the
mutual fund industry are transferred to the District of Maryland for coordinated
pretrial discovery. AIM and IFG have informed the AIM and INVESCO Funds that
they anticipate that the Panel will issue orders to transfer actions pending
against them, including the cases identified above, to the multidistrict
litigation as well.

More detailed information regarding each of the cases identified above is
provided in the Fund's statement of additional information. Additional lawsuits
or regulatory actions arising out of these circumstances and presenting similar
allegations and requests for relief may be filed against the Fund, IFG, AIM,
AMVESCAP and related entities and individuals in the future. Information about
any similar additional lawsuits will be provided in the statement of additional
information.

As a result of these developments, investors in the AIM and INVESCO Funds might
react by redeeming their investments. This might require the Funds to sell
investments to provide for sufficient liquidity and could also have an adverse
effect on the investment performance of the Funds.


                                       3


                     CLASS A, CLASS B AND CLASS C SHARES OF

                             AIM GLOBAL GROWTH FUND

                       Supplement dated February 27, 2004
                    to the Prospectus dated February 27, 2004

Your Fund's investment advisor, A I M Advisors, Inc. ("AIM"), is an indirect
wholly owned subsidiary of AMVESCAP PLC ("AMVESCAP"). Another indirect wholly
owned subsidiary of AMVESCAP, INVESCO Funds Group, Inc. ("IFG"), was formerly
the investment advisor to the INVESCO Funds. IFG continues to serve as the
investment advisor to INVESCO Variable Investment Funds, Inc. ("IVIF"). On
November 25, 2003, AIM succeeded IFG as the investment advisor to the INVESCO
Funds other than IVIF.

The mutual fund industry as a whole is currently subject to a wide range of
inquiries and litigation related to issues of "market timing" and "late
trading." Both AIM and IFG are the subject of a number of such inquiries, as
described below.

Regulatory Actions and Inquiries Concerning IFG

On December 2, 2003 each of the Securities and Exchange Commission ("SEC") and
the Office of the Attorney General of the State of New York ("NYAG") filed civil
proceedings against IFG and Raymond R. Cunningham, in his capacity as the chief
executive officer of IFG. Mr. Cunningham currently holds the positions of Chief
Operating Officer and Senior Vice President of A I M Management Group Inc., the
parent of AIM, and the position of Senior Vice President of AIM. In addition, on
December 2, 2003, the State of Colorado filed civil proceedings against IFG.
Neither the Fund nor any of the other AIM or INVESCO Funds has been named as a
defendant in any of these proceedings.

The SEC complaint, filed in the United States District Court for the District of
Colorado [Civil Action No. 03-N-2421 (PAC)], alleges that IFG failed to disclose
in the INVESCO Funds' prospectuses and to the INVESCO Funds' independent
directors that IFG had entered into certain arrangements permitting market
timing of the INVESCO Funds. The SEC alleges violations of Section 17(a) of the
Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and
Rule 10b-5 under that Act, Section 206(1) and 206(2) of the Investment Advisers
Act of 1940, and Sections 34(b) and 36(a) of the Investment Company Act of 1940.
The SEC is seeking injunctions, including permanent injunctions from serving as
an investment advisor, officer or director of an investment company; an
accounting of all market timing as well as certain fees and compensation
received; disgorgement; civil monetary penalties; and other relief.

The NYAG complaint, filed in the Supreme Court of the State of New York (New
York County), is also based on the circumstances described above. The NYAG
complaint alleges violation of Article 23-A (the Martin Act) and Section 349 of
the General Business Law of the State of New York and Section 63(12) of the
State of New York's Executive Law. The NYAG is seeking injunctions, including
permanent injunctions from directly or indirectly selling or distributing shares
of mutual funds; disgorgement of all profits obtained, including fees collected,
and payment of all restitution and damages caused, directly or indirectly from
the alleged illegal activities; civil monetary penalties; and other relief.

The Colorado complaint, filed in the Colorado District Court, in the City and
County of Denver, Colorado, is also based on the circumstances described above.
The Colorado complaint alleges violations of Section 6-1-105(1) of the Colorado
Consumer Protection Act. The State of Colorado is seeking injunctions;
restitution, disgorgement and other equitable relief; civil monetary penalties;
and other relief.

No relief is being sought against the Fund or any of the other AIM or INVESCO
Funds in any of these complaints.

In addition, IFG has received inquiries in the form of subpoenas or other oral
or written requests for information from various regulators concerning market
timing activity, late trading, fair value pricing and related issues concerning
the INVESCO Funds. These regulators include the Florida Department of Financial
Services, the Commissioner of Securities for the State of Georgia, the Office of
the State Auditor for the State of West Virginia, the Office of the Secretary of
State for West Virginia and the Colorado Securities Division. IFG has also
received more limited inquiries concerning related matters from the United
States Department of Labor, NASD Inc., and the SEC.





Regulatory Inquiries Concerning AIM

AIM has also received inquiries in the form of subpoenas or other oral or
written requests for information from various regulators concerning market
timing activity, late trading, fair value pricing, and related issues concerning
the AIM Funds. AIM has received requests for information and documents
concerning these and related matters from the SEC and the Massachusetts
Secretary of the Commonwealth. In addition, AIM has received subpoenas
concerning these and related matters from the NYAG, the United States Attorney's
Office for the District of Massachusetts, the Commissioner of Securities for the
State of Georgia, the Office of the State Auditor for the State of West
Virginia, and the Office of the Secretary of State for West Virginia. AIM has
also received more limited inquiries from the SEC and NASD, Inc. concerning
specific funds, entities and/or individuals, none of which directly bears upon
the Fund.

Response of the Independent Directors/Trustees

The independent directors/trustees (the "independent trustees") of the AIM and
INVESCO Funds have retained their own independent counsel to conduct an
investigation on behalf of the independent trustees into the frequent trading
arrangements and related issues raised by the regulators. The independent
trustees have created a special committee, consisting of four independent
trustees, to oversee the investigation and to formulate recommendations for
further board action. As part of the investigation by the independent trustees,
their independent counsel has been reviewing the examination of IFG and AIM
currently being conducted by management's outside counsel.

Response of AMVESCAP

AMVESCAP is seeking to resolve both the pending regulatory complaints against
IFG alleging market timing and the ongoing market timing investigations with
respect to IFG and AIM. AMVESCAP recently found, in its ongoing review of these
matters, that shareholders were not always effectively protected from the
potential adverse impact of market timing and illegal late trading through
intermediaries. These findings were based, in part, on an extensive economic
analysis by outside experts who have been retained by AMVESCAP to examine the
impact of these activities. In light of these findings, AMVESCAP has publicly
stated that any AIM or INVESCO Fund, or any shareholders thereof, harmed by
these activities will receive full restitution. AMVESCAP has informed regulators
of these findings. In addition, AMVESCAP has retained separate outside counsel
to undertake a comprehensive review of AIM's and IFG's policies, procedures and
practices, with the objective that they rank among the most effective in the
fund industry.

There can be no assurance that AMVESCAP will be able to reach a satisfactory
settlement with the regulators, or that any such settlement will not include
terms which would have the effect of barring either or both of IFG and AIM, or
any other investment advisor directly or indirectly owned by AMVESCAP, from
serving as an investment advisor to any investment company registered under the
Investment Company Act of 1940 (a "registered investment company"), including
the Fund. The Fund has been informed by AIM that, if AIM is so barred, AIM will
seek exemptive relief from the SEC to permit it to continue to serve as the
Fund's investment advisor. There can be no assurance that such exemptive relief
will be granted. Any settlement with the regulators could also include terms
which would bar Mr. Cunningham from serving as an officer or director of any
registered investment company.

Private Actions

In addition to the complaints described above, multiple lawsuits, including
purported class action and shareholder derivative suits, have been filed against
various parties (including, depending on the lawsuit, certain INVESCO Funds,
certain AIM Funds, IFG, AIM, A I M Management Group Inc., the parent of AIM,
AMVESCAP, certain related entities and certain of their officers, including Mr.
Cunningham). The allegations in the majority of the lawsuits are substantially
similar to the allegations in the regulatory complaints against IFG described
above. Such lawsuits allege a variety of theories of recovery, including but not
limited to: (i) violation of various provisions of the Federal and state
securities laws; (ii) violation of various provisions of the Employee Retirement
Income Security Act ("ERISA"); (iii) breach of fiduciary duty; and (iv) breach
of contract. The lawsuits have been filed in both Federal and state courts and
seek such remedies as compensatory damages; restitution; rescission; accounting
for wrongfully gotten gains, profits and compensation; injunctive relief;
disgorgement; equitable relief; various corrective measures under ERISA;
rescission of certain Funds' advisory agreements with AIM; declaration that the


                                       2


advisory agreement is unenforceable or void; refund of advisory fees; interest;
and attorneys' and experts' fees. The following list identifies such lawsuits
that have been served as of February 23, 2004:

     o    RAJ SANYAL, DERIVATIVELY ON BEHALF OF NATIONS INTERNATIONAL EQUITY
          FUND, V. INVESCO GLOBAL ASSET MANAGEMENT, ET AL., in the Superior
          Court Division, State of North Carolina (Civil Action No.
          03-CVS-19622), filed on November 14, 2003.

     o    JOEL GOODMAN V. INVESCO FUNDS GROUP, INC., ET AL., in the District
          Court, City and County of Denver, Colorado (Case Number 03-CV-9268),
          filed on December 5, 2003.

     o    L. SCOTT KARLIN, DERIVATIVELY ON BEHALF OF INVESCO FUNDS GROUP, INC.
          V. AMVESCAP PLC, INVESCO, INC., ET AL., in the United States District
          Court, District of Colorado (Civil Action No. 03-MK-2406), filed on
          November 28, 2003.

     o    EDWARD LOWINGER AND SHARON LOWINGER V. INVESCO ADVANTAGE HEALTH
          SCIENCES FUND, ET AL., in the United States District Court, Southern
          District of New York (Civil Action No. 03-CV-9634), filed on December
          4, 2003.

     o    RICHARD RAVER V. INVESCO FUNDS GROUP, INC., ET AL., in the United
          States District Court, District of Colorado (Civil Action No.
          03-F-2441), filed on December 2, 2003.

     o    STEVEN B. EHRLICH, ET AL., V. INVESCO ADVANTAGE HEALTH SCIENCES FUND,
          ET AL., in the United States District Court, District of Colorado
          (Civil Action No. 03-N-2559), filed on December 17, 2003.

     o    PAT B. GORSUCH AND GEORGE L. GORSUCH V. INVESCO FUNDS GROUP, INC. AND
          A I M ADVISORS, INC., in the United States District Court, District of
          Colorado (Civil Action No. 03-MK-2612), filed on December 24, 2003.

     o    LORI WEINRIB, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY
          SITUATED, V. INVESCO FUNDS GROUP, INC., ET AL., in the United States
          District Court, Southern District of New York (Civil Action No.
          04-CV-00492), filed on January 21, 2004.

     o    CARL E. VONDER HAAR AND MARILYN P. MARTIN, ON BEHALF OF THEMSELVES AND
          ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., ET AL.,
          in the United States District Court, District of Colorado (Civil
          Action No. 04-CV-812), filed on February 5, 2004.

IFG has removed certain of the state court proceedings to Federal District
Court. The Judicial Panel on Multidistrict Litigation recently has ordered that
efficiency will be achieved if all actions alleging market timing throughout the
mutual fund industry are transferred to the District of Maryland for coordinated
pretrial discovery. AIM and IFG have informed the AIM and INVESCO Funds that
they anticipate that the Panel will issue orders to transfer actions pending
against them, including the cases identified above, to the multidistrict
litigation as well.

More detailed information regarding each of the cases identified above is
provided in the Fund's statement of additional information. Additional lawsuits
or regulatory actions arising out of these circumstances and presenting similar
allegations and requests for relief may be filed against the Fund, IFG, AIM,
AMVESCAP and related entities and individuals in the future. Information about
any similar additional lawsuits will be provided in the statement of additional
information.

As a result of these developments, investors in the AIM and INVESCO Funds might
react by redeeming their investments. This might require the Funds to sell
investments to provide for sufficient liquidity and could also have an adverse
effect on the investment performance of the Funds.


                                       3


                 CLASS A, CLASS B, CLASS C AND CLASS R SHARES OF

                          AIM INTERNATIONAL GROWTH FUND

                       Supplement dated February 27, 2004
                    to the Prospectus dated February 27, 2004

Your Fund's investment advisor, A I M Advisors, Inc. ("AIM"), is an indirect
wholly owned subsidiary of AMVESCAP PLC ("AMVESCAP"). Another indirect wholly
owned subsidiary of AMVESCAP, INVESCO Funds Group, Inc. ("IFG"), was formerly
the investment advisor to the INVESCO Funds. IFG continues to serve as the
investment advisor to INVESCO Variable Investment Funds, Inc. ("IVIF"). On
November 25, 2003, AIM succeeded IFG as the investment advisor to the INVESCO
Funds other than IVIF.

The mutual fund industry as a whole is currently subject to a wide range of
inquiries and litigation related to issues of "market timing" and "late
trading." Both AIM and IFG are the subject of a number of such inquiries, as
described below.

Regulatory Actions and Inquiries Concerning IFG

On December 2, 2003 each of the Securities and Exchange Commission ("SEC") and
the Office of the Attorney General of the State of New York ("NYAG") filed civil
proceedings against IFG and Raymond R. Cunningham, in his capacity as the chief
executive officer of IFG. Mr. Cunningham currently holds the positions of Chief
Operating Officer and Senior Vice President of A I M Management Group Inc., the
parent of AIM, and the position of Senior Vice President of AIM. In addition, on
December 2, 2003, the State of Colorado filed civil proceedings against IFG.
Neither the Fund nor any of the other AIM or INVESCO Funds has been named as a
defendant in any of these proceedings.

The SEC complaint, filed in the United States District Court for the District of
Colorado [Civil Action No. 03-N-2421 (PAC)], alleges that IFG failed to disclose
in the INVESCO Funds' prospectuses and to the INVESCO Funds' independent
directors that IFG had entered into certain arrangements permitting market
timing of the INVESCO Funds. The SEC alleges violations of Section 17(a) of the
Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and
Rule 10b-5 under that Act, Section 206(1) and 206(2) of the Investment Advisers
Act of 1940, and Sections 34(b) and 36(a) of the Investment Company Act of 1940.
The SEC is seeking injunctions, including permanent injunctions from serving as
an investment advisor, officer or director of an investment company; an
accounting of all market timing as well as certain fees and compensation
received; disgorgement; civil monetary penalties; and other relief.

The NYAG complaint, filed in the Supreme Court of the State of New York (New
York County), is also based on the circumstances described above. The NYAG
complaint alleges violation of Article 23-A (the Martin Act) and Section 349 of
the General Business Law of the State of New York and Section 63(12) of the
State of New York's Executive Law. The NYAG is seeking injunctions, including
permanent injunctions from directly or indirectly selling or distributing shares
of mutual funds; disgorgement of all profits obtained, including fees collected,
and payment of all restitution and damages caused, directly or indirectly from
the alleged illegal activities; civil monetary penalties; and other relief.

The Colorado complaint, filed in the Colorado District Court, in the City and
County of Denver, Colorado, is also based on the circumstances described above.
The Colorado complaint alleges violations of Section 6-1-105(1) of the Colorado
Consumer Protection Act. The State of Colorado is seeking injunctions;
restitution, disgorgement and other equitable relief; civil monetary penalties;
and other relief.

No relief is being sought against the Fund or any of the other AIM or INVESCO
Funds in any of these complaints.

In addition, IFG has received inquiries in the form of subpoenas or other oral
or written requests for information from various regulators concerning market
timing activity, late trading, fair value pricing and related issues concerning
the INVESCO Funds. These regulators include the Florida Department of Financial
Services, the Commissioner of Securities for the State of Georgia, the Office of
the State Auditor for the State of West Virginia, the Office of the Secretary of
State for West Virginia and the Colorado Securities Division. IFG has also
received more limited inquiries concerning related matters from the United
States Department of Labor, NASD Inc., and the SEC.




Regulatory Inquiries Concerning AIM

AIM has also received inquiries in the form of subpoenas or other oral or
written requests for information from various regulators concerning market
timing activity, late trading, fair value pricing, and related issues concerning
the AIM Funds. AIM has received requests for information and documents
concerning these and related matters from the SEC and the Massachusetts
Secretary of the Commonwealth. In addition, AIM has received subpoenas
concerning these and related matters from the NYAG, the United States Attorney's
Office for the District of Massachusetts, the Commissioner of Securities for the
State of Georgia, the Office of the State Auditor for the State of West
Virginia, and the Office of the Secretary of State for West Virginia. AIM has
also received more limited inquiries from the SEC and NASD, Inc. concerning
specific funds, entities and/or individuals, none of which directly bears upon
the Fund.

Response of the Independent Directors/Trustees

The independent directors/trustees (the "independent trustees") of the AIM and
INVESCO Funds have retained their own independent counsel to conduct an
investigation on behalf of the independent trustees into the frequent trading
arrangements and related issues raised by the regulators. The independent
trustees have created a special committee, consisting of four independent
trustees, to oversee the investigation and to formulate recommendations for
further board action. As part of the investigation by the independent trustees,
their independent counsel has been reviewing the examination of IFG and AIM
currently being conducted by management's outside counsel.

Response of AMVESCAP

AMVESCAP is seeking to resolve both the pending regulatory complaints against
IFG alleging market timing and the ongoing market timing investigations with
respect to IFG and AIM. AMVESCAP recently found, in its ongoing review of these
matters, that shareholders were not always effectively protected from the
potential adverse impact of market timing and illegal late trading through
intermediaries. These findings were based, in part, on an extensive economic
analysis by outside experts who have been retained by AMVESCAP to examine the
impact of these activities. In light of these findings, AMVESCAP has publicly
stated that any AIM or INVESCO Fund, or any shareholders thereof, harmed by
these activities will receive full restitution. AMVESCAP has informed regulators
of these findings. In addition, AMVESCAP has retained separate outside counsel
to undertake a comprehensive review of AIM's and IFG's policies, procedures and
practices, with the objective that they rank among the most effective in the
fund industry.

There can be no assurance that AMVESCAP will be able to reach a satisfactory
settlement with the regulators, or that any such settlement will not include
terms which would have the effect of barring either or both of IFG and AIM, or
any other investment advisor directly or indirectly owned by AMVESCAP, from
serving as an investment advisor to any investment company registered under the
Investment Company Act of 1940 (a "registered investment company"), including
the Fund. The Fund has been informed by AIM that, if AIM is so barred, AIM will
seek exemptive relief from the SEC to permit it to continue to serve as the
Fund's investment advisor. There can be no assurance that such exemptive relief
will be granted. Any settlement with the regulators could also include terms
which would bar Mr. Cunningham from serving as an officer or director of any
registered investment company.

Private Actions

In addition to the complaints described above, multiple lawsuits, including
purported class action and shareholder derivative suits, have been filed against
various parties (including, depending on the lawsuit, certain INVESCO Funds,
certain AIM Funds, IFG, AIM, A I M Management Group Inc., the parent of AIM,
AMVESCAP, certain related entities and certain of their officers, including Mr.
Cunningham). The allegations in the majority of the lawsuits are substantially
similar to the allegations in the regulatory complaints against IFG described
above. Such lawsuits allege a variety of theories of recovery, including but not
limited to: (i) violation of various provisions of the Federal and state
securities laws; (ii) violation of various provisions of the Employee Retirement
Income Security Act ("ERISA"); (iii) breach of fiduciary duty; and (iv) breach
of contract. The lawsuits have been filed in both Federal and state courts and
seek such remedies as compensatory damages; restitution; rescission; accounting
for wrongfully gotten gains, profits and compensation; injunctive relief;
disgorgement; equitable relief; various corrective measures under ERISA;
rescission of certain Funds' advisory agreements with AIM; declaration that the


                                       2


advisory agreement is unenforceable or void; refund of advisory fees; interest;
and attorneys' and experts' fees. The following list identifies such lawsuits
that have been served as of February 23, 2004:

     o    RAJ SANYAL, DERIVATIVELY ON BEHALF OF NATIONS INTERNATIONAL EQUITY
          FUND, V. INVESCO GLOBAL ASSET MANAGEMENT, ET AL., in the Superior
          Court Division, State of North Carolina (Civil Action No.
          03-CVS-19622), filed on November 14, 2003.

     o    JOEL GOODMAN V. INVESCO FUNDS GROUP, INC., ET AL., in the District
          Court, City and County of Denver, Colorado (Case Number 03-CV-9268),
          filed on December 5, 2003.

     o    L. SCOTT KARLIN, DERIVATIVELY ON BEHALF OF INVESCO FUNDS GROUP, INC.
          V. AMVESCAP PLC, INVESCO, INC., ET AL., in the United States District
          Court, District of Colorado (Civil Action No. 03-MK-2406), filed on
          November 28, 2003.

     o    EDWARD LOWINGER AND SHARON LOWINGER V. INVESCO ADVANTAGE HEALTH
          SCIENCES FUND, ET AL., in the United States District Court, Southern
          District of New York (Civil Action No. 03-CV-9634), filed on December
          4, 2003.

     o    RICHARD RAVER V. INVESCO FUNDS GROUP, INC., ET AL., in the United
          States District Court, District of Colorado (Civil Action No.
          03-F-2441), filed on December 2, 2003.

     o    STEVEN B. EHRLICH, ET AL., V. INVESCO ADVANTAGE HEALTH SCIENCES FUND,
          ET AL., in the United States District Court, District of Colorado
          (Civil Action No. 03-N-2559), filed on December 17, 2003.

     o    PAT B. GORSUCH AND GEORGE L. GORSUCH V. INVESCO FUNDS GROUP, INC. AND
          A I M ADVISORS, INC., in the United States District Court, District of
          Colorado (Civil Action No. 03-MK-2612), filed on December 24, 2003.

     o    LORI WEINRIB, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY
          SITUATED, V. INVESCO FUNDS GROUP, INC., ET AL., in the United States
          District Court, Southern District of New York (Civil Action No.
          04-CV-00492), filed on January 21, 2004.

     o    CARL E. VONDER HAAR AND MARILYN P. MARTIN, ON BEHALF OF THEMSELVES AND
          ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., ET AL.,
          in the United States District Court, District of Colorado (Civil
          Action No. 04-CV-812), filed on February 5, 2004.

IFG has removed certain of the state court proceedings to Federal District
Court. The Judicial Panel on Multidistrict Litigation recently has ordered that
efficiency will be achieved if all actions alleging market timing throughout the
mutual fund industry are transferred to the District of Maryland for coordinated
pretrial discovery. AIM and IFG have informed the AIM and INVESCO Funds that
they anticipate that the Panel will issue orders to transfer actions pending
against them, including the cases identified above, to the multidistrict
litigation as well.

More detailed information regarding each of the cases identified above is
provided in the Fund's statement of additional information. Additional lawsuits
or regulatory actions arising out of these circumstances and presenting similar
allegations and requests for relief may be filed against the Fund, IFG, AIM,
AMVESCAP and related entities and individuals in the future. Information about
any similar additional lawsuits will be provided in the statement of additional
information.

As a result of these developments, investors in the AIM and INVESCO Funds might
react by redeeming their investments. This might require the Funds to sell
investments to provide for sufficient liquidity and could also have an adverse
effect on the investment performance of the Funds.



                                        3





                          INSTITUTIONAL CLASS SHARES OF

                          AIM INTERNATIONAL GROWTH FUND

                       Supplement dated February 27, 2004
                    to the Prospectus dated February 27, 2004

Your Fund's investment advisor, A I M Advisors, Inc. ("AIM"), is an indirect
wholly owned subsidiary of AMVESCAP PLC ("AMVESCAP"). Another indirect wholly
owned subsidiary of AMVESCAP, INVESCO Funds Group, Inc. ("IFG"), was formerly
the investment advisor to the INVESCO Funds. IFG continues to serve as the
investment advisor to INVESCO Variable Investment Funds, Inc. ("IVIF"). On
November 25, 2003, AIM succeeded IFG as the investment advisor to the INVESCO
Funds other than IVIF.

The mutual fund industry as a whole is currently subject to a wide range of
inquiries and litigation related to issues of "market timing" and "late
trading." Both AIM and IFG are the subject of a number of such inquiries, as
described below.

Regulatory Actions and Inquiries Concerning IFG

On December 2, 2003 each of the Securities and Exchange Commission ("SEC") and
the Office of the Attorney General of the State of New York ("NYAG") filed civil
proceedings against IFG and Raymond R. Cunningham, in his capacity as the chief
executive officer of IFG. Mr. Cunningham currently holds the positions of Chief
Operating Officer and Senior Vice President of A I M Management Group Inc., the
parent of AIM, and the position of Senior Vice President of AIM. In addition, on
December 2, 2003, the State of Colorado filed civil proceedings against IFG.
Neither the Fund nor any of the other AIM or INVESCO Funds has been named as a
defendant in any of these proceedings.

The SEC complaint, filed in the United States District Court for the District of
Colorado [Civil Action No. 03-N-2421 (PAC)], alleges that IFG failed to disclose
in the INVESCO Funds' prospectuses and to the INVESCO Funds' independent
directors that IFG had entered into certain arrangements permitting market
timing of the INVESCO Funds. The SEC alleges violations of Section 17(a) of the
Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and
Rule 10b-5 under that Act, Section 206(1) and 206(2) of the Investment Advisers
Act of 1940, and Sections 34(b) and 36(a) of the Investment Company Act of 1940.
The SEC is seeking injunctions, including permanent injunctions from serving as
an investment advisor, officer or director of an investment company; an
accounting of all market timing as well as certain fees and compensation
received; disgorgement; civil monetary penalties; and other relief.

The NYAG complaint, filed in the Supreme Court of the State of New York (New
York County), is also based on the circumstances described above. The NYAG
complaint alleges violation of Article 23-A (the Martin Act) and Section 349 of
the General Business Law of the State of New York and Section 63(12) of the
State of New York's Executive Law. The NYAG is seeking injunctions, including
permanent injunctions from directly or indirectly selling or distributing shares
of mutual funds; disgorgement of all profits obtained, including fees collected,
and payment of all restitution and damages caused, directly or indirectly from
the alleged illegal activities; civil monetary penalties; and other relief.

The Colorado complaint, filed in the Colorado District Court, in the City and
County of Denver, Colorado, is also based on the circumstances described above.
The Colorado complaint alleges violations of Section 6-1-105(1) of the Colorado
Consumer Protection Act. The State of Colorado is seeking injunctions;
restitution, disgorgement and other equitable relief; civil monetary penalties;
and other relief.

No relief is being sought against the Fund or any of the other AIM or INVESCO
Funds in any of these complaints.

In addition, IFG has received inquiries in the form of subpoenas or other oral
or written requests for information from various regulators concerning market
timing activity, late trading, fair value pricing and related issues concerning
the INVESCO Funds. These regulators include the Florida Department of Financial
Services, the Commissioner of Securities for the State of Georgia, the Office of
the State Auditor for the State of West Virginia, the Office of the Secretary of
State for West Virginia and the Colorado Securities Division. IFG has also
received more limited inquiries concerning related matters from the United
States Department of Labor, NASD Inc., and the SEC.




Regulatory Inquiries Concerning AIM

AIM has also received inquiries in the form of subpoenas or other oral or
written requests for information from various regulators concerning market
timing activity, late trading, fair value pricing, and related issues concerning
the AIM Funds. AIM has received requests for information and documents
concerning these and related matters from the SEC and the Massachusetts
Secretary of the Commonwealth. In addition, AIM has received subpoenas
concerning these and related matters from the NYAG, the United States Attorney's
Office for the District of Massachusetts, the Commissioner of Securities for the
State of Georgia, the Office of the State Auditor for the State of West
Virginia, and the Office of the Secretary of State for West Virginia. AIM has
also received more limited inquiries from the SEC and NASD, Inc. concerning
specific funds, entities and/or individuals, none of which directly bears upon
the Fund.

Response of the Independent Directors/Trustees

The independent directors/trustees (the "independent trustees") of the AIM and
INVESCO Funds have retained their own independent counsel to conduct an
investigation on behalf of the independent trustees into the frequent trading
arrangements and related issues raised by the regulators. The independent
trustees have created a special committee, consisting of four independent
trustees, to oversee the investigation and to formulate recommendations for
further board action. As part of the investigation by the independent trustees,
their independent counsel has been reviewing the examination of IFG and AIM
currently being conducted by management's outside counsel.

Response of AMVESCAP

AMVESCAP is seeking to resolve both the pending regulatory complaints against
IFG alleging market timing and the ongoing market timing investigations with
respect to IFG and AIM. AMVESCAP recently found, in its ongoing review of these
matters, that shareholders were not always effectively protected from the
potential adverse impact of market timing and illegal late trading through
intermediaries. These findings were based, in part, on an extensive economic
analysis by outside experts who have been retained by AMVESCAP to examine the
impact of these activities. In light of these findings, AMVESCAP has publicly
stated that any AIM or INVESCO Fund, or any shareholders thereof, harmed by
these activities will receive full restitution. AMVESCAP has informed regulators
of these findings. In addition, AMVESCAP has retained separate outside counsel
to undertake a comprehensive review of AIM's and IFG's policies, procedures and
practices, with the objective that they rank among the most effective in the
fund industry.

There can be no assurance that AMVESCAP will be able to reach a satisfactory
settlement with the regulators, or that any such settlement will not include
terms which would have the effect of barring either or both of IFG and AIM, or
any other investment advisor directly or indirectly owned by AMVESCAP, from
serving as an investment advisor to any investment company registered under the
Investment Company Act of 1940 (a "registered investment company"), including
the Fund. The Fund has been informed by AIM that, if AIM is so barred, AIM will
seek exemptive relief from the SEC to permit it to continue to serve as the
Fund's investment advisor. There can be no assurance that such exemptive relief
will be granted. Any settlement with the regulators could also include terms
which would bar Mr. Cunningham from serving as an officer or director of any
registered investment company.

Private Actions

In addition to the complaints described above, multiple lawsuits, including
purported class action and shareholder derivative suits, have been filed against
various parties (including, depending on the lawsuit, certain INVESCO Funds,
certain AIM Funds, IFG, AIM, A I M Management Group Inc., the parent of AIM,
AMVESCAP, certain related entities and certain of their officers, including Mr.
Cunningham). The allegations in the majority of the lawsuits are substantially
similar to the allegations in the regulatory complaints against IFG described
above. Such lawsuits allege a variety of theories of recovery, including but not
limited to: (i) violation of various provisions of the Federal and state
securities laws; (ii) violation of various provisions of the Employee Retirement
Income Security Act ("ERISA"); (iii) breach of fiduciary duty; and (iv) breach
of contract. The lawsuits have been filed in both Federal and state courts and
seek such remedies as compensatory damages; restitution; rescission; accounting
for wrongfully gotten gains, profits and compensation; injunctive relief;
disgorgement; equitable relief; various corrective measures under ERISA;
rescission of certain Funds' advisory agreements with AIM; declaration that the


                                       2


advisory agreement is unenforceable or void; refund of advisory fees; interest;
and attorneys' and experts' fees. The following list identifies such lawsuits
that have been served as of February 23, 2004:

     o    RAJ SANYAL, DERIVATIVELY ON BEHALF OF NATIONS INTERNATIONAL EQUITY
          FUND, V. INVESCO GLOBAL ASSET MANAGEMENT, ET AL., in the Superior
          Court Division, State of North Carolina (Civil Action No.
          03-CVS-19622), filed on November 14, 2003.

     o    JOEL GOODMAN V. INVESCO FUNDS GROUP, INC., ET AL., in the District
          Court, City and County of Denver, Colorado (Case Number 03-CV-9268),
          filed on December 5, 2003.

     o    L. SCOTT KARLIN, DERIVATIVELY ON BEHALF OF INVESCO FUNDS GROUP, INC.
          V. AMVESCAP PLC, INVESCO, INC., ET AL., in the United States District
          Court, District of Colorado (Civil Action No. 03-MK-2406), filed on
          November 28, 2003.

     o    EDWARD LOWINGER AND SHARON LOWINGER V. INVESCO ADVANTAGE HEALTH
          SCIENCES FUND, ET AL., in the United States District Court, Southern
          District of New York (Civil Action No. 03-CV-9634), filed on December
          4, 2003.

     o    RICHARD RAVER V. INVESCO FUNDS GROUP, INC., ET AL., in the United
          States District Court, District of Colorado (Civil Action No.
          03-F-2441), filed on December 2, 2003.

     o    STEVEN B. EHRLICH, ET AL., V. INVESCO ADVANTAGE HEALTH SCIENCES FUND,
          ET AL., in the United States District Court, District of Colorado
          (Civil Action No. 03-N-2559), filed on December 17, 2003.

     o    PAT B. GORSUCH AND GEORGE L. GORSUCH V. INVESCO FUNDS GROUP, INC. AND
          A I M ADVISORS, INC., in the United States District Court, District of
          Colorado (Civil Action No. 03-MK-2612), filed on December 24, 2003.

     o    LORI WEINRIB, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY
          SITUATED, V. INVESCO FUNDS GROUP, INC., ET AL., in the United States
          District Court, Southern District of New York (Civil Action No.
          04-CV-00492), filed on January 21, 2004.

     o    CARL E. VONDER HAAR AND MARILYN P. MARTIN, ON BEHALF OF THEMSELVES AND
          ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., ET AL.,
          in the United States District Court, District of Colorado (Civil
          Action No. 04-CV-812), filed on February 5, 2004.

IFG has removed certain of the state court proceedings to Federal District
Court. The Judicial Panel on Multidistrict Litigation recently has ordered that
efficiency will be achieved if all actions alleging market timing throughout the
mutual fund industry are transferred to the District of Maryland for coordinated
pretrial discovery. AIM and IFG have informed the AIM and INVESCO Funds that
they anticipate that the Panel will issue orders to transfer actions pending
against them, including the cases identified above, to the multidistrict
litigation as well.

More detailed information regarding each of the cases identified above is
provided in the Fund's statement of additional information. Additional lawsuits
or regulatory actions arising out of these circumstances and presenting similar
allegations and requests for relief may be filed against the Fund, IFG, AIM,
AMVESCAP and related entities and individuals in the future. Information about
any similar additional lawsuits will be provided in the statement of additional
information.

As a result of these developments, investors in the AIM and INVESCO Funds might
react by redeeming their investments. This might require the Funds to sell
investments to provide for sufficient liquidity and could also have an adverse
effect on the investment performance of the Funds.



                                       3


         CLASS A, CLASS B, CLASS C, CLASS R AND INVESTOR CLASS SHARES OF

                     INVESCO INTERNATIONAL CORE EQUITY FUND

                       Supplement dated February 27, 2004
                    to the Prospectus dated February 27, 2004

Your Fund's investment advisor, A I M Advisors, Inc. ("AIM"), is an indirect
wholly owned subsidiary of AMVESCAP PLC ("AMVESCAP"). Another indirect wholly
owned subsidiary of AMVESCAP, INVESCO Funds Group, Inc. ("IFG"), was formerly
the investment advisor to the INVESCO Funds. IFG continues to serve as the
investment advisor to INVESCO Variable Investment Funds, Inc. ("IVIF"). On
November 25, 2003, AIM succeeded IFG as the investment advisor to the INVESCO
Funds other than IVIF.

The mutual fund industry as a whole is currently subject to a wide range of
inquiries and litigation related to issues of "market timing" and "late
trading." Both AIM and IFG are the subject of a number of such inquiries, as
described below.

Regulatory Actions and Inquiries Concerning IFG

On December 2, 2003 each of the Securities and Exchange Commission ("SEC") and
the Office of the Attorney General of the State of New York ("NYAG") filed civil
proceedings against IFG and Raymond R. Cunningham, in his capacity as the chief
executive officer of IFG. Mr. Cunningham currently holds the positions of Chief
Operating Officer and Senior Vice President of A I M Management Group Inc., the
parent of AIM, and the position of Senior Vice President of AIM. In addition, on
December 2, 2003, the State of Colorado filed civil proceedings against IFG.
Neither the Fund nor any of the other AIM or INVESCO Funds has been named as a
defendant in any of these proceedings.

The SEC complaint, filed in the United States District Court for the District of
Colorado [Civil Action No. 03-N-2421 (PAC)], alleges that IFG failed to disclose
in the INVESCO Funds' prospectuses and to the INVESCO Funds' independent
directors that IFG had entered into certain arrangements permitting market
timing of the INVESCO Funds. The SEC alleges violations of Section 17(a) of the
Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and
Rule 10b-5 under that Act, Section 206(1) and 206(2) of the Investment Advisers
Act of 1940, and Sections 34(b) and 36(a) of the Investment Company Act of 1940.
The SEC is seeking injunctions, including permanent injunctions from serving as
an investment advisor, officer or director of an investment company; an
accounting of all market timing as well as certain fees and compensation
received; disgorgement; civil monetary penalties; and other relief.

The NYAG complaint, filed in the Supreme Court of the State of New York (New
York County), is also based on the circumstances described above. The NYAG
complaint alleges violation of Article 23-A (the Martin Act) and Section 349 of
the General Business Law of the State of New York and Section 63(12) of the
State of New York's Executive Law. The NYAG is seeking injunctions, including
permanent injunctions from directly or indirectly selling or distributing shares
of mutual funds; disgorgement of all profits obtained, including fees collected,
and payment of all restitution and damages caused, directly or indirectly from
the alleged illegal activities; civil monetary penalties; and other relief.

The Colorado complaint, filed in the Colorado District Court, in the City and
County of Denver, Colorado, is also based on the circumstances described above.
The Colorado complaint alleges violations of Section 6-1-105(1) of the Colorado
Consumer Protection Act. The State of Colorado is seeking injunctions;
restitution, disgorgement and other equitable relief; civil monetary penalties;
and other relief.

No relief is being sought against the Fund or any of the other AIM or INVESCO
Funds in any of these complaints.

In addition, IFG has received inquiries in the form of subpoenas or other oral
or written requests for information from various regulators concerning market
timing activity, late trading, fair value pricing and related issues concerning
the INVESCO Funds. These regulators include the Florida Department of Financial
Services, the Commissioner of Securities for the State of Georgia, the Office of
the State Auditor for the State of West Virginia, the Office of the Secretary of
State for West Virginia and the Colorado Securities Division. IFG has also
received more limited inquiries concerning related matters from the United
States Department of Labor, NASD Inc., and the SEC.




Regulatory Inquiries Concerning AIM

AIM has also received inquiries in the form of subpoenas or other oral or
written requests for information from various regulators concerning market
timing activity, late trading, fair value pricing, and related issues concerning
the AIM Funds. AIM has received requests for information and documents
concerning these and related matters from the SEC and the Massachusetts
Secretary of the Commonwealth. In addition, AIM has received subpoenas
concerning these and related matters from the NYAG, the United States Attorney's
Office for the District of Massachusetts, the Commissioner of Securities for the
State of Georgia, the Office of the State Auditor for the State of West
Virginia, and the Office of the Secretary of State for West Virginia. AIM has
also received more limited inquiries from the SEC and NASD, Inc. concerning
specific funds, entities and/or individuals, none of which directly bears upon
the Fund.

Response of the Independent Directors/Trustees

The independent directors/trustees (the "independent trustees") of the AIM and
INVESCO Funds have retained their own independent counsel to conduct an
investigation on behalf of the independent trustees into the frequent trading
arrangements and related issues raised by the regulators. The independent
trustees have created a special committee, consisting of four independent
trustees, to oversee the investigation and to formulate recommendations for
further board action. As part of the investigation by the independent trustees,
their independent counsel has been reviewing the examination of IFG and AIM
currently being conducted by management's outside counsel.

Response of AMVESCAP

AMVESCAP is seeking to resolve both the pending regulatory complaints against
IFG alleging market timing and the ongoing market timing investigations with
respect to IFG and AIM. AMVESCAP recently found, in its ongoing review of these
matters, that shareholders were not always effectively protected from the
potential adverse impact of market timing and illegal late trading through
intermediaries. These findings were based, in part, on an extensive economic
analysis by outside experts who have been retained by AMVESCAP to examine the
impact of these activities. In light of these findings, AMVESCAP has publicly
stated that any AIM or INVESCO Fund, or any shareholders thereof, harmed by
these activities will receive full restitution. AMVESCAP has informed regulators
of these findings. In addition, AMVESCAP has retained separate outside counsel
to undertake a comprehensive review of AIM's and IFG's policies, procedures and
practices, with the objective that they rank among the most effective in the
fund industry.

There can be no assurance that AMVESCAP will be able to reach a satisfactory
settlement with the regulators, or that any such settlement will not include
terms which would have the effect of barring either or both of IFG and AIM, or
any other investment advisor directly or indirectly owned by AMVESCAP, from
serving as an investment advisor to any investment company registered under the
Investment Company Act of 1940 (a "registered investment company"), including
the Fund. The Fund has been informed by AIM that, if AIM is so barred, AIM will
seek exemptive relief from the SEC to permit it to continue to serve as the
Fund's investment advisor. There can be no assurance that such exemptive relief
will be granted. Any settlement with the regulators could also include terms
which would bar Mr. Cunningham from serving as an officer or director of any
registered investment company.

Private Actions

In addition to the complaints described above, multiple lawsuits, including
purported class action and shareholder derivative suits, have been filed against
various parties (including, depending on the lawsuit, certain INVESCO Funds,
certain AIM Funds, IFG, AIM, A I M Management Group Inc., the parent of AIM,
AMVESCAP, certain related entities and certain of their officers, including Mr.
Cunningham). The allegations in the majority of the lawsuits are substantially
similar to the allegations in the regulatory complaints against IFG described
above. Such lawsuits allege a variety of theories of recovery, including but not
limited to: (i) violation of various provisions of the Federal and state
securities laws; (ii) violation of various provisions of the Employee Retirement
Income Security Act ("ERISA"); (iii) breach of fiduciary duty; and (iv) breach
of contract. The lawsuits have been filed in both Federal and state courts and
seek such remedies as compensatory damages; restitution; rescission; accounting
for wrongfully gotten gains, profits and compensation; injunctive relief;
disgorgement; equitable relief; various corrective measures under ERISA;
rescission of certain Funds' advisory agreements with AIM; declaration that the


                                       2


advisory agreement is unenforceable or void; refund of advisory fees; interest;
and attorneys' and experts' fees. The following list identifies such lawsuits
that have been served as of February 23, 2004:

    o    RAJ SANYAL, DERIVATIVELY ON BEHALF OF NATIONS INTERNATIONAL EQUITY
         FUND, V. INVESCO GLOBAL ASSET MANAGEMENT, ET AL., in the Superior Court
         Division, State of North Carolina (Civil Action No. 03-CVS-19622),
         filed on November 14, 2003.

    o    JOEL GOODMAN V. INVESCO FUNDS GROUP, INC., ET AL., in the District
         Court, City and County of Denver, Colorado (Case Number 03-CV-9268),
         filed on December 5, 2003.

    o    L. SCOTT KARLIN, DERIVATIVELY ON BEHALF OF INVESCO FUNDS GROUP, INC. V.
         AMVESCAP PLC, INVESCO, INC., ET AL., in the United States District
         Court, District of Colorado (Civil Action No. 03-MK-2406), filed on
         November 28, 2003.

    o    EDWARD LOWINGER AND SHARON LOWINGER V. INVESCO ADVANTAGE HEALTH
         SCIENCES FUND, ET AL., in the United States District Court, Southern
         District of New York (Civil Action No. 03-CV-9634), filed on December
         4, 2003.

    o    RICHARD RAVER V. INVESCO FUNDS GROUP, INC., ET AL., in the United
         States District Court, District of Colorado (Civil Action No.
         03-F-2441), filed on December 2, 2003.

    o    STEVEN B. EHRLICH, ET AL., V. INVESCO ADVANTAGE HEALTH SCIENCES FUND,
         ET AL., in the United States District Court, District of Colorado
         (Civil Action No. 03-N-2559), filed on December 17, 2003.

    o    PAT B. GORSUCH AND GEORGE L. GORSUCH V. INVESCO FUNDS GROUP, INC. AND A
         I M ADVISORS, INC., in the United States District Court, District of
         Colorado (Civil Action No. 03-MK-2612), filed on December 24, 2003.

    o    LORI WEINRIB, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY
         SITUATED, V. INVESCO FUNDS GROUP, INC., ET AL., in the United States
         District Court, Southern District of New York (Civil Action No.
         04-CV-00492), filed on January 21, 2004.

    o    CARL E. VONDER HAAR AND MARILYN P. MARTIN, ON BEHALF OF THEMSELVES AND
         ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., ET AL., in
         the United States District Court, District of Colorado (Civil Action
         No. 04-CV-812), filed on February 5, 2004.

IFG has removed certain of the state court proceedings to Federal District
Court. The Judicial Panel on Multidistrict Litigation recently has ordered that
efficiency will be achieved if all actions alleging market timing throughout the
mutual fund industry are transferred to the District of Maryland for coordinated
pretrial discovery. AIM and IFG have informed the AIM and INVESCO Funds that
they anticipate that the Panel will issue orders to transfer actions pending
against them, including the cases identified above, to the multidistrict
litigation as well.

More detailed information regarding each of the cases identified above is
provided in the Fund's statement of additional information. Additional lawsuits
or regulatory actions arising out of these circumstances and presenting similar
allegations and requests for relief may be filed against the Fund, IFG, AIM,
AMVESCAP and related entities and individuals in the future. Information about
any similar additional lawsuits will be provided in the statement of additional
information.

As a result of these developments, investors in the AIM and INVESCO Funds might
react by redeeming their investments. This might require the Funds to sell
investments to provide for sufficient liquidity and could also have an adverse
effect on the investment performance of the Funds.



                                       3