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As filed with the Securities and Exchange Commission on August 5, 1996
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-effective Amendment No. Post-effective Amendment No. 1
----
(Check appropriate box or boxes)
AIM FUNDS GROUP
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(Exact Name of Registrant as Specified in Charter)
11 Greenway Plaza
Suite 1919
Houston, TX 77046
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(Address of Principal Executive Offices)
Registrant's Telephone Number: (713) 626-1919
Name and Address of Agent for Service: Copy to:
CAROL F. RELIHAN, ESQUIRE MARTHA J. HAYS, ESQUIRE
A I M Advisors, Inc. Ballard Spahr Andrews & Ingersoll
11 Greenway Plaza 1735 Market Street, 51st Floor
Suite 1919 Philadelphia, PA 19103
Houston, TX 77046
Approximate Date of Proposed Public Offering: As soon as practicable
after the Registration Statement becomes effective under the Securities Act of
1933.
It is proposed that this filing will become effective (check appropriate
box)
/ / immediately upon filing pursuant to paragraph (b)
/X/ on August 5, 1996 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
/ / This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant hereby elects to register an indefinite number of shares under
the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company
Act of 1940, and as a result, no filing fee is due. A Rule 24f-2 Notice for
the fiscal year ending December 31, 1995 was filed by Registrant on February
26, 1996.
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AIM FUNDS GROUP
Cross Reference Sheet
Pursuant to Rule 481(a) under the Securities Act of 1933
<TABLE>
<CAPTION>
LOCATION IN COMBINED PROXY
FORM N-14 ITEM NO. STATEMENT AND PROSPECTUS
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<S> <C> <C>
PART A
Item 1. Beginning of Registration Statement Cover page of Registration Statement; Front
and Outside Front Cover Page of Cover Page of Prospectus
Prospectus
Item 2. Beginning and Outside Back Cover Page Table of Contents
of Prospectus
Item 3. Fee Table, Synopsis Information and Synopsis; Risk Factors
Risk Factors
Item 4. Information About the Transaction Reasons for the Transaction; Synopsis; Additional
Information About the Agreement; Rights of
Shareholders; Capitalization
Item 5. Information About the Registrant Front Cover Page of Prospectus; Synopsis; Risk
Factors; Comparison of Investment Objectives and
Policies; Financial Information; Additional Information
About AIM High Yield; Comparison of Closed-End and
Open-End Investment Companies; Information Filed
with the Securities and Exchange Commission
Item 6. Information About the Company Being Front Cover Page of Prospectus; Comparison of
Acquired Investment Objectives and Policies; Financial
Information; Additional Information About ASIF;
Comparison of Closed-End and Open-End Investment
Companies; Information Filed with the Securities and
Exchange Commission
Item 7. Voting Information Prospectus Cover Page; Notice of Annual Meeting of
Shareholders; Introduction; Ownership of AIM
High Yield and ASIF Shares
Item 8. Interest of Certain Persons and Experts Not Applicable
Item 9. Additional Information Required for Not Applicable
Reoffering by Persons Deemed to be
Underwriters
PART B
Item 10. Cover Page Cover Page of Statement of Additional Information
Item 11. Table of Contents Cover Page of Statement of Additional Information
</TABLE>
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<TABLE>
<S> <C> <C>
Item 12. Additional Information about the Additional Information About AFG and AIM High Yield;
Registrant Incorporation of Documents by Reference in the
Statement of Additional Information
Item 13. Additional Information about the Not Applicable
Company Being Acquired
Item 14. Financial Statements Financial Information; Incorporation of Documents
by Reference in the Statement of Additional
Information; Incorporation of Documents
by Reference in Part C
</TABLE>
PART C OTHER INFORMATION
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C of this document.
Part A (Combined Proxy Statement and Prospectus) and Part B (Special Purpose
Statement of Additional Information) of Registration Statement on Form N-14, as
filed with the Securities and Exchange Commission on May 3, 1996, are hereby
incorporated by reference into Post-Effective Amendment No. 1 as if fully set
forth herein.
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AIM FUNDS GROUP
REGISTRATION STATEMENT ON FORM N-14
PART C
ITEM 15: Indemnification
The Registrant's Agreement and Declaration of Trust, dated May 5, 1993, as
amended, provides, among other things, (i) that trustees shall not be liable
for any act or omission or any conduct whatsoever (except for liabilities to
the Registrant or its shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of duty); (ii) for the indemnification
by the Registrant of the trustees and officers to the fullest extent permitted
by the Delaware Business Trust Act; and (iii) that the shareholders and former
shareholders of the Registrant are held harmless by the Registrant (or
applicable portfolio or class) from personal liability arising from their
status as such, and are indemnified by the Registrant (or applicable portfolio
or class) against all loss and expense arising from such personal liability in
accordance with the Registrant's By-Laws and applicable law.
A I M Advisors, Inc., the Registrant and other investment companies
managed by A I M Advisors, Inc., their respective officers, trustees, directors
and employees are insured under an Investment Advisory Professional and
Directors and Officers Liability Policy, issued by ICI Mutual Insurance
Company, with a $15,000,000 limit of liability.
ITEM 16: Exhibits
(1) - (a) Agreement and Declaration of Trust of Registrant was filed
electronically as Exhibit 1(a) to Post-Effective Amendment No.
70 to Registrant's Registration Statement on Form N-1A, File No.
2-27334 (the "Registration Statement") on November 17, 1995, and
is hereby incorporated by reference.
- (b) First Amendment to Agreement and Declaration of Trust of
Registrant was filed electronically as Exhibit 1(b) to
Post-Effective Amendment No. 70 to Registrant's Registration
Statement on November 17, 1995, and is hereby incorporated by
reference.
- (c) Second Amendment to the Agreement and Declaration of Trust of
Registrant was filed electronically as Exhibit 1(c) to
Post-Effective Amendment No. 70 to Registrant's Registration
Statement on November 17, 1995, and is hereby incorporated by
reference.
- (d) Third Amendment to the Agreement and Declaration of Trust of
Registrant was filed electronically as Exhibit 1(d) to
Post-Effective Amendment No. 70 to Registrant's Registration
Statement on November 17, 1995, and is hereby incorporated by
reference.
(2) - (a) By-Laws of Registrant were filed electronically as Exhibit 2(a)
to Post-Effective Amendment No. 70 to Registrant's Registration
Statement on November 17, 1995, and are hereby incorporated by
reference.
- (b) Amendment to By-Laws of Registrant was filed electronically as
Exhibit 2(b) to Post-Effective Amendment No. 70 to Registrant's
Registration Statement November 17, 1995, and is hereby
incorporated by reference.
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- (c) Second Amendment to By-Laws of Registrant was filed
electronically as Exhibit 2(c) to Post-Effective Amendment No.
70 to Registrant's Registration Statement on November 17, 1995,
and is hereby incorporated by reference.
(3) - Voting Trust Agreements - None.
(4) - Agreement and Plan of Reorganization between Registrant and AIM
Strategic Income Fund, Inc. is included in this Registration
Statement as Appendix I to the Combined Proxy Statement and
Prospectus.
(5) - Specimen Certificate for Class A shares of Registrant's AIM High
Yield Fund was filed as Exhibit 4(a) to Post-Effective Amendment No.
69 to Registrant's Registration Statement on February 28, 1995, and
is hereby incorporated by reference.
(6) - (a) Master Investment Advisory Agreement, dated October 18, 1993,
between Registrant and A I M Advisors, Inc. was filed
electronically as Exhibit 5(a)(2) to Post-Effective Amendment
No. 71 to Registrant's Registration Statement on April 26, 1996,
and is hereby incorporated by reference.
- (b) Amendment No. 1, dated as of September 28, 1994, to the Master
Investment Advisory Agreement between Registrant and A I M
Advisors, Inc. was filed electronically as Exhibit 5(a)(3) to
Post-Effective Amendment No. 71 to Registrant's Registration
Statement on April 26, 1996, and is hereby incorporated by
reference.
- (c) Amendment No. 2, dated as of November 14, 1994, to the Master
Investment Advisory Agreement between Registrant and A I M
Advisors, Inc. was filed electronically as Exhibit 5(a)(4) to
Post-Effective Amendment No. 71 to Registrant's Registration
Statement on April 26, 1996, and is hereby incorporated by
reference.
(7) - (a) Master Distribution Agreement, dated October 18, 1993,
between Registrant, on behalf of its Class A and Class C shares,
and A I M Distributors, Inc. was filed electronically as Exhibit
6(a)(3) to Post-Effective Amendment No. 71 to Registrant's
Registration Statement on April 26, 1996, and is hereby
incorporated by reference.
- (b) Amended and Restated Master Distribution Agreement, dated May 2,
1995, between Registrant (on behalf of its Class B Shares) and
A I M Distributors, Inc. was filed as Exhibit 6(a)(5) to
Post-Effective Amendment No. 70 to Registrant's Registration
Statement on November 17, 1995, and is hereby incorporated by
reference.
- (c) (1) Form of Selected Dealer Agreement between A I M
Distributors, Inc. and selected dealers was filed
electronically as Exhibit 6(b)(1) to Post-Effective Amendment
No. 71 to Registrant's Registration Statement on April 26, 1996,
and is hereby incorporated by reference.
(2) Form of Selected Dealer Agreement between A I M
Distributors, Inc. and selected dealers was filed electronically
as Exhibit 6(b)(2) to Post-Effective Amendment No. 71 to
Registrant's Registration Statement on April 26, 1996, and is
hereby incorporated by reference.
(8) - (a) AIM Funds Retirement Plan for Eligible Directors/Trustees
effective as of March 8, 1994, as restated September 18, 1995
was filed electronically as Exhibit 7(a) to Post-Effective
Amendment No. 71 to Registrant's Registration Statement on April
26, 1996, and is hereby incorporated by reference.
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- (b) Form Deferred Compensation Plan as approved on December 5, 1995,
was filed electronically as Exhibit 7(c) to Post-Effective
Amendment No. 71 to Registrant's Registration Statement on
April 29, 1996, and is hereby incorporated by reference.
(9) - (a) Custodian Agreement, dated October 15, 1993, between Registrant
and State Street Bank and Trust Company, and applicable
fee schedule was filed electronically as Exhibit 8(a) to
Post-Effective Amendment No. 71 to Registrant's Registration
Statement on April 26, 1996, and is hereby incorporated by
reference.
- (b) Amendment No. 1, dated as of September 19, 1995, to the
Custodian Agreement between the Registrant and State Street Bank
and Trust Company was filed electronically as Exhibit 8(b) to
Post-Effective Amendment No. 71 to Registrant's Registration
Statement on April 26, 1996, and is hereby incorporated by
reference.
- (c) Subcustodian Agreement, dated September 9, 1994, among the
Registrant, Texas Commerce Bank National Association, State
Street Bank and Trust Company and A I M Fund Services, Inc. was
filed electronically as Exhibit 8(c) to Post-Effective Amendment
No. 71 to Registrant's Registration Statement on April 26, 1996,
and is hereby incorporated by reference.
- (d) Custody Agreement, dated October 19, 1995, between
Registrant and The Bank of New York was filed electronically as
Exhibit 8(c) to Post-Effective Amendment No. 70 to Registrant's
Registration Statement on November 17, 1995, and is hereby
incorporated by reference.
(10) - (a) Master Distribution Plan for Registrant's Class A and
Class C shares and related forms were filed as Exhibit 15(a) to
Post-Effective Amendment No. 68 to Registrant's Registration
Statement on April 11, 1994.
- (b) Amended Master Distribution Plan for Registrant's Class A
shares and Class C shares, and related forms, were filed
electronically as Exhibit 15(b) to Post-Effective Amendment No.
71 to Registrant's Registration Statement on April 26, 1996, and
is hereby incorporated by reference.
- (c) Amended and Restated Master Distribution Plan for Registrant's
Class B Shares, and related forms, were filed electronically as
Exhibit 15(c) to Post-Effective Amendment No. 70 to Registrant's
Registration Statement on November 17, 1995, and are hereby
incorporated by reference.
(11) - None.
(12) - Tax opinion of Ballard Spahr Andrews & Ingersoll is filed
herewith as Exhibit 12.
(13) - (a) Form of Transfer Agency and Registrar Agreement, dated as of
June 7, 1993, between the Registrant and The Shareholder
Services Group, Inc. was filed as Exhibit 9(n) to Post-Effective
Amendment No. 65 to Registrant's Registration Statement on July
16, 1993 and is hereby incorporated by reference.
- (b) Transfer Agency and Service Agreement, dated as of November
1, 1994, between the Registrant and A I M Fund Services, Inc.
was filed electronically as Exhibit 9(a)(2) to Post-Effective
Amendment No. 70 to Registrant's Registration Statement on
November 17, 1995, and is hereby incorporated by reference.
- (c) (1) Remote Access and Related Service Agreement dated as of
December 23, 1994, between the Registrant and First Data
Investor Services Group (formerly, The Shareholder Services
Group, Inc.)
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was filed electronically as Exhibit 9(b)(1) to Post-Effective
Amendment No. 71 to Registrant's Registration Statement on
April 26, 1996, and is hereby incorporated by reference.
- (2) Amendment No. 1, effective October 4, 1995, to the
Remote Access and Related Services Agreement, dated as of
December 23, 1994, between the Registrant and First Data
Investor Services Group (formerly, The Shareholder Services
Group, Inc.) was filed electronically as Exhibit 9(b)(2) to
Registrant's Registration Statement No. 71 on April 26, 1996,
and is hereby incorporated by reference.
- (3) Addendum No. 2, effective October 12, 1995, to the
Remote Access and Related Services Agreement dated as of
December 23, 1994, between the Registrant and First Data
Investor Services Group (formerly, The Shareholder Services
Group, Inc.) was filed electronically as Exhibit 9(b)(4) to
Registrant's Registration Statement No. 71 on April 26, 1996,
and is hereby incorporated by reference.
- (4) Shareholder Sup-Accounting Services Agreement, dated
as of October 1, 1993, between the Registrant and First Date
Investor Services Group (formerly, The Shareholder Services
Group, Inc.), Financial Data Services, Inc. and Merrill, Lynch,
Pierce, Fenner & Smith Incorporated was filed electronically as
Exhibit 9(b)(4) to Registrant's Registration Statement No. 71
on April 26, 1996, and is hereby incorporated by reference.
- (d) Master Administrative Services Agreement, dated October 18, 1993,
between the Registrant and A I M Advisors, Inc. was filed
electronically as Exhibit 9(c)(2) to Post-Effective Amendment
No. 71 to Registrant's Registration Statement on April 26, 1996,
and is hereby incorporated by reference.
- (e) Administrative Services Agreement, dated October 18, 1993,
between A I M Advisors, Inc., on behalf of the
Registrant's portfolios and A I M Fund Services, Inc. was filed
as Exhibit 9(b)(3) to Post-Effective Amendment No. 68 to
Registrant's Registration Statement on April 11, 1994.
- (f) Amendment No. 1 to Administrative Services Agreement,
dated May 11, 1994, between A I M Advisors, Inc., on behalf of
Registrant's portfolios, and A I M Funds Services, Inc. was filed
as Exhibit 9(b)(4) to Post-Effective Amendment No. 69 to
Registrant's Registration Statement on February 28, 1995.
- (g) Amendment No. 2 to Administrative Services Agreement,
dated July 1, 1994, between A I M Advisors, Inc., on behalf of
Registrant's portfolios, and A I M Funds Services, Inc. was filed
as Exhibit 9(b)(5) to Post-Effective Amendment No. 69 to
Registrant's Registration Statement on February 28, 1995.
- (h) Amendment No. 3 to Administrative Services Agreement, dated
September 16, 1994, between A I M Advisors, Inc., on behalf of
Registrant's portfolios, and A I M Funds Services, Inc.
was filed as Exhibit 9(b)(6) to Post-Effective Amendment No. 69
to Registrant's Registration Statement on February 28, 1995.
(14) - Consent of Ballard Spahr Andrews & Ingersoll is filed herewith
as Exhibit 14.
(15) - Financial Statements - None.
(16) - Powers of attorney are included on the signature page hereof.
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(17) - (a) Form of Proxy was filed electronically as an Exhibit to
Registration Statement on Form N-14 on May 3, 1996, and is
hereby incorporated by reference.
(b) Copy of Registrant's Declaration under Rule 24f-2 was filed
electronically as an Exhibit to Registration Statement on Form
N-14 on May 3, 1996, and is hereby incorporated by reference.
ITEM 17: Undertakings
(1) The undersigned registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is a part of
this registration statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act, as amended
(the "Securities Act"), the reoffering prospectus will contain the information
called for by the applicable registration form for reofferings by persons who
may be deemed underwriters, in addition to the information called for by the
other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the Securities Act, each
post-effective amendment shall be deemed to be a new registration statement for
the securities offered therein, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering of them.
(3) The Registrant undertakes to furnish each person to whom a Proxy
Statement/Prospectus is delivered a copy of each of AIM Strategic Income Fund,
Inc. and AIM High Yield Fund's latest annual report to shareholders, upon
request and without charge.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment
to its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Houston, Texas on the 5th day of
August, 1996.
REGISTRANT: AIM FUNDS GROUP
By: /s/ Robert H. Graham
--------------------------------
Robert H. Graham , President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Charles T. Bauer Chairman and Trustee August 5, 1996
--------------------
Charles T. Bauer
/s/ Robert H. Graham Director & President August 5, 1996
--------------------- (Principal Executive
Robert H. Graham Officer)
/s/ Bruce L. Crockett Trustee August 5, 1996
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Bruce L. Crockett
/s/ Owen Daly II Trustee August 5, 1996
---------------------
Owen Daly II
/s/ Carl Frischling Trustee August 5, 1996
---------------------
Carl Frischling
/s/ John F. Kroeger Trustee August 5, 1996
---------------------
John F. Kroeger
/s/ Lewis F. Pennock Trustee August 5, 1996
---------------------
Lewis F. Pennock
/s/ Ian W. Robinson Trustee August 5, 1996
---------------------
Ian W. Robinson
/s/ Louis S. Sklar Trustee August 5, 1996
---------------------
Louis S. Sklar
/s/ John J. Arthur Senior Vice President August 5, 1996
---------------------- and Treasurer
John J. Arthur (Principal Financial
and Accounting Officer)
<PAGE> 10
EXHIBIT INDEX
Exhibit No. Document
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12 Tax opinion of Ballard Spahr Andrews & Ingersoll
14 Consent of Ballard Spahr Andrews & Ingersoll
<PAGE> 1
EXHIBIT 12
[BALLARD SPAHR ANDREWS & INGERSOLL LETTERHEAD]
July 29, 1996
AIM Strategic Income Fund, Inc.
11 Greenway Plaza
Suite 1919
Houston, TX 77046-1173
AIM High Yield Fund
AIM Funds Group
11 Greenway Plaza
Suite 1919
Houston, TX 77046-1173
RE: PROPOSED TRANSFER OF ASSETS --
FEDERAL INCOME TAX CONSEQUENCES
Gentlemen:
You have requested our opinion regarding certain federal
income tax consequences to (1) AIM Strategic Income Fund, Inc. (the "Fund") and
(2) AIM High Yield Fund ("AHYF"), a portfolio of AIM Funds Group ("AFG"), in
connection with the proposed transfer of substantially all of the properties of
the Fund to AHYF in exchange solely for voting shares of AHYF (the "Shares"),
followed by the actual or constructive distribution of the Shares received by
the Fund and of any money and other property of the Fund in complete
liquidation and termination of the Fund (the "Transaction"), all pursuant to
the Agreement and Plan of Reorganization dated as of March 12, 1996, by and
between the Fund and AFG on behalf of AHYF (the "Agreement").
For purposes of this opinion, we have examined and rely upon
the Agreement, the description of the transaction set forth in the Combined
Proxy Statement and Prospectus dated June 7, 1996, that has been filed with the
Securities and Exchange Commission (the "Filing"), and such other documents and
instruments as we have deemed necessary or appropriate. In rendering this
opinion, we are also relying upon a joint letter of representation of even date
herewith that we have received from the Fund and AFG. We have not been asked
to, nor have we
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AIM Strategic Income Fund, Inc.
AIM Funds Group
July 29, 1996
Page 2
undertaken to, verify the accuracy of these and other representations made to
us and the inaccuracy of any representation could alter our opinion.
This opinion is based upon the assumptions that, as has been
represented to us, (a) there is no plan or intention on the part of the
shareholders of the Fund to sell, exchange, transfer by gift or otherwise
dispose of a number of shares of AHYF received in the Transaction that would,
when aggregated with transfers of shares of the Fund prior to the Effective
Time (as defined in the Agreement) that are made in contemplation of the
Transaction, reduce the ownership by the shareholders of the Fund to a number
of shares of AHYF having a value, as of the Effective Time, of less than fifty
percent (50%) of the total value of all the shares of the Fund outstanding
immediately prior to the Transaction; and (b) AHYF and the Fund will each
separately qualify and be treated as regulated investment companies under
Subchapter M of Chapter 1 of the Internal Revenue Code of 1986, as amended (the
"Code"), for their respective taxable years that include the Effective Time.
If these assumptions are not correct, the Transaction may not qualify as a
tax-free reorganization and, therefore, our opinion could be altered. For
purposes of rendering this opinion, we have not been requested to undertake,
nor have we undertaken, any investigation or inquiry as to whether these
assumptions are and will be correct.
This opinion is further conditioned upon the Transaction
taking place in the manner described in the Agreement and the Filing.
Based upon and subject to the foregoing, it is our opinion
that, for federal income tax purposes:
1. The transfer of the assets of the Fund to AHYF in
exchange for the Shares, and the constructive distribution of the Shares to the
shareholders of the Fund in complete liquidation of the Fund, as provided in
the Agreement, will constitute a "reorganization" within the meaning of Section
368(a) of the Code and the Fund and AHYF will each be "a party to a
reorganization" within the meaning of Section 368(b) of the Code;
2. In accordance with Section 361(a) and Section
361(c)(1) of the Code, no gain or loss will be recognized by the Fund as a
result of the Transaction;
3. In accordance with Section 354(a)(1) of the Code, no
gain or loss will be recognized by the shareholders of the
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AIM Strategic Income Fund, Inc.
AIM Funds Group
July 29, 1996
Page 3
Fund on the constructive distribution to them by the Fund of the Shares in
exchange for their shares of the Fund;
4. In accordance with Section 358(a) of the Code, a
shareholder's basis for the Shares constructively distributed to him will be
the same as his basis for the shares of the Fund surrendered in exchange
therefor;
5. In accordance with Section 1223(1) of the Code, a
shareholder's holding period for the Shares constructively distributed to him
will be determined by including such shareholder's holding period for the
shares of the Fund exchanged therefor, provided that the shareholder held such
shares of the Fund as a capital asset;
6. In accordance with Section 1032 of the Code, no gain
or loss will be recognized by AHYF upon the receipt of assets of the Fund in
exchange for the Shares;
7. In accordance with Section 362(b) of the Code, the
basis to AHYF of the assets of the Fund transferred to it will be, in each
instance, the same as the basis of such assets in the hands of the Fund
immediately prior to the exchange;
8. In accordance with Section 1223(2) of the Code, the
holding period of AHYF with respect to the assets of the Fund transferred to it
will include the holding period for such assets in the hands of the Fund; and
9. In accordance with Section 381(a)(2) of the Code,
AHYF will succeed to and take into account the items of the Fund described in
Section 381(c) of the Code, subject to the conditions and limitations specified
in Sections 381 through 384 of the Code and the Treasury regulations
thereunder.
We express no opinion as to the tax consequences of the
Transaction except as expressly set forth above, or as to any transaction
except the Transaction.
This opinion is based upon the Code, United States Treasury
regulations, judicial decisions and administrative rulings and pronouncements
of the Internal Revenue Service, all as in effect on the date hereof. We are
not undertaking hereby any obligation to advise you of any changes in the
applicable law subsequent to the date hereof, even if such changes materially
<PAGE> 4
AIM Strategic Income Fund, Inc.
AIM Funds Group
July 29, 1996
Page 4
affect the tax consequences of the Transaction that are set forth above.
Very truly yours,
/s/ BALLARD SPAHR ANDREWS & INGERSOLL
<PAGE> 1
EXHIBIT 14
CONSENT OF COUNSEL
AIM FUNDS GROUP
------------------
We hereby consent to the inclusion of our legal opinion in Post-Effective
Amendment No. 1 to the Registration Statement on Form N-14 under the Securities
Act of 1933 of AIM Funds Group.
/s/ BALLARD SPAHR ANDREWS & INGERSOLL
-------------------------------------
Ballard Spahr Andrews & Ingersoll
August 5, 1996
