<PAGE> 1
As filed with the Securities and Exchange Commission on January 8, 1999.
Securities Act of 1933 Registration No. 333-63807
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
------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
11 Greenway Plaza
Suite 100
Houston, TX 77046
------------------------------------------
(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 THOMAS H. DUNCAN, ESQUIRE
A I M Advisors, Inc. Ballard Spahr Andrews & Ingersoll, LLP
11 Greenway Plaza 1225 17th Street
Suite 100 Suite 2300
Houston, TX 77046 Denver, CO 80202
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 immediately upon
filing pursuant to Rule 485(b)(1)(v).
No filing fee is due in reliance on Section 24(f) of the Investment
Company Act of 1940.
<PAGE> 2
In accordance with the guidance provided in the comment letter to the
registrants dated February 15, 1996, this Post-effective Amendment to
Registration Statement on Form N-14 is being filed to file a copy of Exhibit 12,
the opinion and consent of Ballard Spahr Andrews & Ingersoll, LLP, supporting
the tax matters and consequences to shareholders discussed on the prospectus
previously filed under Registration No. 333-63807. This Post-effective Amendment
consists of the facing page, this page, Item 16 from Part C of the Registration
Statement marked to show revisions, a signature page, exhibit index and the
exhibit described therein.
<PAGE> 3
PART C. OTHER INFORMATION
Item 16. Exhibits.
1 (a) Agreement and Declaration of Trust of the Registrant was
filed as an Exhibit to Post-Effective Amendment No. 66
on September 15, 1993, and was filed electronically as an
Exhibit to Post-Effective Amendment No. 70 on
November 17, 1995, and is hereby incorporated by
reference.
(b) First Amendment to Agreement and Declaration of Trust of
the Registrant was filed as an Exhibit to Post-Effective
Amendment No. 66 on September 15, 1993, and was filed
electronically as an Exhibit to Post-Effective Amendment
No. 70 on November 17, 1995, and is hereby incorporated
by reference.
(c) Second Amendment to Agreement and Declaration of Trust of
the Registrant (name change of AIM Utilities Fund) was
filed electronically as an Exhibit to Post-Effective
Amendment No. 70 on November 17, 1995, and is hereby
incorporated by reference.
(d) Third Amendment to Agreement and Declaration of Trust of
the Registrant (name change of AIM Government Securities
Fund) was filed electronically as an Exhibit to
Post-Effective Amendment No. 70 on November 17, 1995, and
is hereby incorporated by reference.
(e) Fourth Amendment to Agreement and Declaration of Trust of
the Registrant (name change of Class C shares of AIM
Money Market Fund) was filed electronically as an Exhibit
to Post-Effective Amendment No. 73 of July 25, 1997, and
is hereby incorporated by reference.
(f) Fifth Amendment to Agreement and Declaration of Trust of
the Registrant (designation of Class C shares of the
Funds) was filed electronically as an Exhibit to
Post-Effective Amendment No. 73 of July 25, 1997, and is
hereby incorporated by reference.
(g) Sixth Amendment to Agreement and Declaration of Trust of
the Registrant (name change of AIM Growth Fund) was filed
electronically as an Exhibit to Post-Effective Amendment
No. 74 on February 27, 1998, and is hereby incorporated
by reference.
2 (a) By-Laws of the Registrant were filed as an Exhibit to
Post-Effective Amendment No. 66 on September 15, 1993,
and were filed electronically as an Exhibit to
Post-Effective Amendment No. 70 on November 17, 1995.
(b) Amendment to By-Laws of the Registrant was filed as an
Exhibit to Post-Effective Amendment No. 68 on April 11,
1994, and was filed electronically as an Exhibit to
Post-Effective Amendment No. 70 on November 17, 1995.
(c) Second Amendment to By-Laws of the Registrant was filed
electronically as an Exhibit to Post-Effective Amendment
No. 70 on November 17 1995.
(d) Amended and Restated By-Laws of the Registrant were filed
electronically as an Exhibit to Post-Effective Amendment
No. 72 on April 28, 1997, and are hereby incorporated by
reference.
3 Voting Trust Agreements - None.
4 A copy of the form of Agreement and Plan of
Reorganization between the Registrant and AIM Investment
Portfolios was filed electronically as Appendix 1 to the
Prospectus contained in the Registration Statement on
Form N-14 filed on September 18, 1998, and is hereby
incorporated by reference.
C-1
<PAGE> 4
Item 16. Exhibits.
5 (a) Specimen share certificates for the nine series of Class
A Shares of Registrant (transfer agent change) were
filed as Exhibits to post-Effective Amendment No. 69 on
February 28, 1995.
(b) Specimen share certificates for the nine series of Class
B Shares of Registrant (transfer agent change) were filed
as Exhibits to Post-Effective Amendment No. 69 on
February 28, 1995.
(c) Specimen share certificate for the AIM Money Market Fund
- Class C Shares of Registrant (transfer agent change)
was filed as an Exhibit to Post-Effective Amendment No.
69 on February 28. 1995.
(d) Specimen share certificate for the AIM Global Utilities
Fund - Class A Shares of Registrant (name change) was
filed electronically as an Exhibit to Post-Effective
Amendment No. 70 on November 17, 1995.
(e) Specimen share certificate for the AIM Global Utilities
Fund - Class B Shares of Registrant (name change) was
filed electronically as an Exhibit to Post-Effective
Amendment No. 70 on November 17, 1995.
(f) Specimen share certificate for the AIM Intermediate
Government Fund - Class A Shares of Registrant (name
change) was filed electronically as an Exhibit to
Post-Effective Amendment No. 71 on April 26, 1996.
(g) Specimen share certificate for the AIM Intermediate
Government Fund - Class B Shares of Registrant (name
change) was filed electronically as an Exhibit to
Post-Effective Amendment No. 71 on April 26, 1996.
6 (a) (1) Master Investment Advisory Agreement, dated
August 6, 1993, between the Registrant and
A I M Advisors, Inc. was filed as an Exhibit to
Post-Effective Amendment No. 67 on
October 15, 1993.
(2) Master Investment Advisory Agreement, dated
October 18, 1993, between the Registrant and
A I M Advisors, Inc. was filed as an Exhibit to
Post-Effective Amendment No. 68 on February 28,
1995, and was filed electronically as an Exhibit
to Post-Effective Amendment No. 71 on April 26,
1996.
(3) Amendment No. 1, dated as of September 28, 1994,
to the Master Investment Advisory Agreement
between the Registrant and A I M Advisors, Inc.,
with respect to AIM Growth Fund was filed as an
Exhibit to Post-Effective Amendment No. 69 on
February 28, 1995, and was filed electronically
as an Exhibit to Post-Effective Amendment No. 71
on April 26, 1996.
(4) Amendment No. 2, dated as of November 14, 1994,
to the Master Investment Advisory Agreement
between Registrant and A I M Advisors, Inc.,
with respect to AIM Value Fund was filed as an
Exhibit to Post-Effective Amendment No. 69 on
February 28, 1995, and was filed electronically
as an Exhibit to Post-Effective Amendment No. 71
on April 26, 1996.
(5) Master Investment Advisory Agreement, dated
February 28, 1997, between the Registrant and
A I M Advisors, Inc. was filed electronically as
an Exhibit to Post-Effective Amendment No. 72 on
April 28, 1997, and is hereby incorporated by
reference.
C-2
<PAGE> 5
Item 16. Exhibits.
(b) (1) Form of Sub-Advisory Agreement, dated
August 6, 1993, among the Registrant, A I M
Advisors, Inc. and CIGNA Investments, Inc.
was filed as an Exhibit to Post-Effective
Amendment No. 66 on September 15, 1993.
(2) Sub-Advisory Agreement, dated October 18, 1993,
among the Registrant, A I M Advisors, Inc. and
CIGNA Investments, Inc. was filed as an Exhibit
to Post-Effective Amendment No. 68 on April 11,
1994.
7 (a) (1) Master Distribution Agreement, dated
August 6, 1993, between the Registrant (on
behalf of its Class A Shares and Class C
Shares) and A I M Distributors, Inc. was filed
as an Exhibit to Post-Effective Amendment
No. 67 on October 15, 1993.
(2) Master Distribution Agreement, dated August 6,
1993, between the Registrant (on behalf of its
Class A Shares and Class C Shares) and A I M
Distributors, Inc. was filed as an Exhibit to
Post-Effective Amendment No. 67 on October 15,
1993.
(3) Master Distribution Agreement, dated October 18,
1993, between the Registrant (on behalf of its
Class A Shares and Class C Shares) and A I M
Distributors, Inc. was filed as an Exhibit to
Post-Effective Amendment No. 68 on April 11,
1994, and was filed electronically as an Exhibit
to Post-Effective Amendment No. 71 on April 26,
1997.
(4) Master Distribution Agreement, dated October 18,
1993, between the Registrant (on behalf of its
Class B Shares) and A I M Distributors, Inc. was
filed as an Exhibit to Post-Effective Amendment
No. 68 on April 11, 1994.
(5) Amended and Restated Master Distribution
Agreement, dated May 2, 1995, between the
Registrant (on behalf of its Class B Shares) and
A I M Distributors, Inc. was filed
electronically as an Exhibit to Post-Effective
Amendment No. 70 on November 17, 1995.
(6) Master Distribution Agreement, dated February
28, 1997, between the Registrant (on behalf of
its Class A shares and its AIM Cash Reserve
Shares) and A I M Distributors, Inc. was filed
electronically as an Exhibit to Post-Effective
Amendment No. 72 on April 28, 1997.
(7) Master Distribution Agreement, dated February
28, 1997, between the Registrant (on behalf of
its Class B shares) and A I M Distributors, Inc.
was filed electronically as an Exhibit to
Post-Effective Amendment No. 72 on April 28,
1997, and is hereby incorporated by reference.
(8) Amended and Restated Master Distribution
Agreement, dated August 4, 1997, between the
Registrant (on behalf of its Class A Shares,
Class C Shares and AIM Cash Reserve Shares) and
A I M Distributors, Inc. was filed
electronically as an Exhibit to Post-Effective
Amendment No. 74 on February 27, 1998, and is
hereby incorporated by reference.
(b) Form of Selected Dealer Agreement between A I M
Distributors, Inc. and selected dealers was filed
electronically as an Exhibit to Post-Effective Amendment
No. 74 on February 27, 1998, and is hereby incorporated
by reference.
(c) Form of Bank Selling Group Agreement between A I M
Distributors, Inc. and banks was filed electronically as
an Exhibit to Post-Effective Amendment No. 74 on February
27, 1998, and is hereby incorporated by reference.
C-3
<PAGE> 6
Item 16. Exhibits.
8 (a) (1) AIM Funds Retirement Plan for Eligible
Directors/Trustees, effective as of
March 8, 1994, as restated September 18, 1995,
was filed electronically as an Exhibit to
Post-Effective Amendment No. 71 on
April 26, 1996, and is hereby incorporated by
reference.
(2) AIM Funds Retirement Plan for Eligible
Directors/Trustees was filed as an Exhibit to
post-Effective Amendment No. 69 on February 28,
1995.
(b) (1) Form of Deferred Compensation Agreement for
Non-Affiliated Directors, approved
March 12, 1997, was filed electronically as an
Exhibit to Post-Effective Amendment No. 74 on
February 27, 1998, and is hereby incorporated by
reference.
(2) Form of Deferred Compensation Plan for Eligible
Directors/Trustees as approved on December 5,
1995, was filed electronically as an Exhibit to
Post-Effective Amendment No. 71 on April 26,
1996, and is hereby incorporated by reference.
(3) Form of Deferred Compensation Plan for Eligible
Directors/Trustees was filed as an Exhibit to
Post-Effective Amendment No. 69 on February 28,
1995.
9 (a) Custodian Contract, dated October 15, 1993, between the
Registrant and State Street Bank and Trust Company was
filed as an Exhibit to post-Effective Amendment No. 68 on
April 11, 1994, and was filed electronically as an
Exhibit to Post-Effective Amendment No. 71 on
April 26, 1996, and is hereby incorporated by reference.
(b) Amendment No. 1, dated as of September 19, 1995, to the
Custodian Contract, dated October 15, 1993, between the
Registrant and State Street Bank and Trust Company was
filed electronically as an Exhibit to Post-Effective
Amendment No. 71 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 as an Exhibit to Post-Effective
Amendment No. 69 on February 28, 1995, and was filed
electronically as an Exhibit to Post-Effective Amendment
No. 71 on April 26, 1996, and is hereby incorporated by
reference.
(d) Custody Agreement, dated October 19, 1995, between the
Registrant, on behalf of AIM Municipal Bond Fund, and The
Bank of New York was filed electronically as an Exhibit
to Post-Effective Amendment No. 70 on November 17, 1995,
and is hereby incorporated by reference.
10 (a) (1) Master Distribution Plan for Registrant's Class
A Shares and Class C Shares, and related forms,
were filed as an Exhibit to Post-Effective
Amendment No. 68 on April 11, 1994.
(2) Amended Master Distribution Plan for
Registrant's Class A Shares and AIM Cash Reserve
Shares (formerly, Class C Shares), and related
forms, were filed electronically as an Exhibit
to Post-Effective Amendment No. 71 on April 26,
1996.
(3) Amended and Restated Master Distribution Plan
for Registrant's Class A Shares and AIM Cash
Reserve Shares was filed electronically as an
Exhibit to Post-Effective Amendment No. 73 on
July 25, 1997, and is hereby incorporated by
reference.
C-4
<PAGE> 7
Item 16. Exhibits.
(4) Second Amended and Restated Master Distribution
Plan for Registrant's Class A Shares, Class C
Shares and AIM Cash Reserve Shares was filed
electronically as an Exhibit to Post-Effective
Amendment No. 74 on February 27, 1998, and is
hereby incorporated by reference.
(5) Master Distribution Plan for Registrant's Class
B Shares, and related forms, were filed as an
Exhibit to Post-Effective Amendment No. 68 on
April 11, 1994.
(6) Amended and Restated Master Distribution Plan
for Registrant's Class B Shares, and related
forms, were filed electronically as an Exhibit
to Post-Effective Amendment No. 70 on November
17, 1995.
(7) Second Amended and Restated Master Distribution
Plan for Registrant's Class B Shares was filed
electronically as an Exhibit to Post-Effective
Amendment No. 73 on July 25, 1997, and is hereby
incorporated by reference.
(b) Form of Shareholder Service Agreement to be used in
connection with Registrant's Master Distribution Plan was
filed electronically as an Exhibit to Post-Effective
Amendment No. 74 on February 27, 1998, and is hereby
incorporated by reference.
(c) Form of Bank Shareholder Service Agreement to be used in
connection with Registrant's Master Distribution Plan was
filed electronically as an Exhibit to Post-Effective
Amendment No. 74 on February 27, 1998, and is hereby
incorporated by reference.
(d) Form of Variable Group Annuity Contractholder Service
Agreement to be used in connection with Registrant's
Master Distribution Plan was filed electronically as an
Exhibit to Post-Effective Amendment No. 74 on February
27, 1998, and is hereby incorporated by reference.
(e) Form of Agency Pricing Agreement to be used in connection
with Registrant's Master Distribution Plan was filed
electronically as an Exhibit to Post-Effective Amendment
No. 74 on February 27, 1998, and is hereby incorporated
by reference.
(f) Forms of Service Agreement for Bank Trust Department and
for Brokers for Bank Trust Departments to be used in
connection with Registrant's Master Distribution Plan
were filed electronically as an Exhibit to Post-Effective
Amendment No. 74 on February 27, 1998, and is hereby
incorporated by reference.
(g) Rule 18f-3 Amended and Restated Multiple Class Plan
(effective July 1, 1997) was filed electronically as an
Exhibit to Post-Effective Amendment No. 73 on July 25,
1997.
(h) Rule 18f-3 Second Amended and Restated Multiple Class
Plan (effective September 1, 1997) was filed
electronically as an Exhibit to Post-Effective Amendment
No. 74 on February 27, 1998, and is hereby incorporated
by reference.
11 Opinion and consent of Ballard Spahr Andrews & Ingersoll,
LLP, as to the legality of the securities being
registered was filed electronically as an Exhibit to the
Registration Statement on Form N-14 filed September 18,
1998, and is hereby incorporated by reference.
12 Opinion and consent of Ballard Spahr Andrews & Ingersoll,
LLP, supporting the tax matters and consequences to
shareholders discussed in the prospectus is filed
herewith electronically.
C-5
<PAGE> 8
Item 16. Exhibits.
13 (a) (1) Form of Transfer Agency and Registrar Agreement,
dated as of June 7, 1993, between AIM Funds
Group, a Massachusetts business trust, and The
Shareholder Services Group, Inc. was filed as
an Exhibit to Post-Effective Amendment No. 65
on July 16, 1993.
(2) 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 an Exhibit to post-Effective
Amendment No. 70 on November 17, 1995 and is
hereby incorporated by reference.
(3) Amendment No. 1, dated August 4, 1997, to the
Transfer Agency and Service Agreement, dated as
of November 1, 1994, between Registrant and
A I M Fund Services, Inc. was filed
electronically as an Exhibit to Post-Effective
Amendment No. 74 on February 27, 1998, and is
hereby incorporated by reference.
(b) (1) Remote Access and Related Service Agreement,
dated as of December 23, 1994, between the
Registrant and First Data Investor Services
Group, Inc. (formerly, The Shareholder Services
Group, Inc.) was filed electronically as an
Exhibit to Post-Effective Amendment No. 71 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, Inc. (formerly, The Shareholder
Services Group, Inc.) was filed electronically
as an Exhibit to Post-Effective Amendment 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, Inc. (formerly, The Shareholder
Services Group, Inc.) was filed electronically
as an Exhibit to Post-Effective Amendment No. 71
on April 26, 1996, and is hereby incorporated by
reference.
(4) Amendment No. 3, effective February 1, 1997, to
the Remote Access and Related Services
Agreement, dated December 23, 1994, between the
Registrant and First Data Investor Services
Group, Inc. (formerly, The Shareholder
Services Group, Inc.) was filed electronically
as an Exhibit to Post-Effective Amendment
No. 73 on July 25, 1997, and is hereby
incorporated by reference.
(5) Exhibit 1, effective as of August 4, 1997, to
the Remote Access and Related Services
Agreement, dated December 23, 1994, between the
Registrant and First Data Investor Services
Group, Inc. was filed electronically as an
Exhibit to Post-Effective Amendment No. 74 on
February 27, 1998, and is hereby incorporated by
reference.
(6) Preferred Registration Technology Escrow
Agreement, dated September 10, 1997, between the
Registrant and First Data Investor Services
Group, Inc. was filed electronically as an
Exhibit to Post-Effective Amendment No. 74 on
February 27, 1998, and is hereby incorporated by
reference.
C-6
<PAGE> 9
Item 16. Exhibits.
(7) Shareholder Sub-Accounting Services Agreement,
dated as of October 1, 1993, between the
Registrant and First Data Investor Services
Group, Inc. (formerly, The Shareholder Services
Group, Inc.), Financial Data Services, Inc. and
Merrill, Lynch, Pierce, Fenner & Smith
Incorporated was filed electronically as an
Exhibit to Post-Effective Amendment No. 71 on
April 26, 1996, and is hereby incorporated by
reference.
(c) (1) Master Administrative Services Agreement, dated
August 6, 1993, between the Registrant and A I M
Advisors, Inc. was filed as an Exhibit to
Post-Effective Amendment No. 67 on
October 15, 1993.
(2) Master Administrative Services Agreement, dated
October 18, 1993, between the Registrant and
A I M Advisors, Inc. was filed as an Exhibit to
Post-Effective Amendment No. 68 on April 11,
1994, and was filed electronically as an Exhibit
to Post-Effective Amendment No. 71 on April 26,
1996.
(3) Master Administrative Services Agreement, dated
February 28, 1997, between the Registrant and
A I M Advisors, Inc. was filed electronically as
an Exhibit to Post-Effective Amendment No. 72 on
April 28, 1997, and is hereby incorporated by
reference.
(4) 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 an Exhibit to
Post-Effective Amendment No. 68 on April 11,
1994.
(5) Amendment No. 1, dated as of May 11, 1994, to
the 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 an
Exhibit to Post-Effective Amendment No. 69 on
February 28, 1995.
(6) Amendment No. 2, dated as of July 1, 1994, to
the 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 an
Exhibit to Post-Effective Amendment No. 69 on
February 28, 1995.
(7) Amendment No. 3, dated as of September 16, 1994,
to the 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 an
Exhibit to Post-Effective Amendment No. 69 on
February 28, 1995.
14 (a) Consent of KPMG Peat Marwick LLP was filed
electronically as an Exhibit to the Registration
Statement on Form N-14 filed on September 18, 1998, and
is hereby incorporated by reference.
(b) Consent of Price Waterhouse LLP was filed electronically
as an Exhibit to the Registration Statement on Form N-14
filed on September 18, 1998, and is hereby incorporated
by reference.
15 Financial Statements - None.
16 Powers of Attorney.
17 (a) Form of Proxy was filed electronically as an Exhibit to
the Registration Statement on Form N-14 filed on
September 18, 1998, and is hereby incorporated by
reference.
(b) Prospectus of AIM Dollar Fund was filed electronically as
an Exhibit to the Registration Statement on Form N-14
filed on September 18, 1998, and is hereby incorporated
by reference.
C-7
<PAGE> 10
SIGNATURES
Pursuant to the Securities Act of 1933, the Registrant certifies that
it meets all of the requirements for effectiveness of this Post-effective
Amendment No. 1 pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-effective Amendment on Form N-14 to be signed
on its behalf by the undersigned thereto duly authorized, in the City of
Houston, State of Texas, on the 8th day of January, 1999.
AIM FUNDS GROUP
Registrant
By: *
--------------------------------
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form N-14 has been signed below by the following persons on the
8th day of January, 1999 in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Charles T. Bauer Chairman & Trustee January 8, 1999
- ----------------------------
Charles T. Bauer
* Trustee & President January 8, 1999
- ----------------------------
Robert H. Graham
* Trustee January 8, 1999
- ----------------------------
Bruce L. Crockett
* Trustee January 8, 1999
- ----------------------------
Owen Daly II
* Trustee January 8, 1999
- ----------------------------
Prema Mathai-Davis
*
Trustee January 8, 1999
- ----------------------------
Edward K. Dunn, Jr.
*
Trustee January 8, 1999
- ----------------------------
Jack Fields
* Trustee January 8, 1999
- ----------------------------
Carl Frischling
* Trustee January 8, 1999
- ----------------------------
Lewis F. Pennock
* Trustee January 8, 1999
- ----------------------------
Ian W. Robinson
*
Trustee January 8, 1999
- ----------------------------
Louis Sklar
/s/ John J. Arthur Senior Vice President & January 8, 1999
- ---------------------------- Treasurer (Principal Financial Officer)
John J. Arthur
* By: /s/ CAROL F. RELIHAN
---------------------
Carol F. Relihan
Attorney-In-Fact
</TABLE>
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
12 Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to tax matters
16 Powers of Attorney
</TABLE>
<PAGE> 1
EXHIBIT 12
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
December 21, 1998
AIM Funds Group AIM Investment Portfolios
11 Greenway Plaza 11 Greenway Plaza
Suite 100 Suite 100
Houston, TX 77046-1173 Houston, TX 77046-1173
RE: FEDERAL INCOME TAX CONSEQUENCES OF
ACQUISITION BY AIM MONEY MARKET FUND
OF AIM DOLLAR FUND
Ladies and Gentlemen:
You have requested our opinion regarding certain United States federal
income tax consequences in connection with the transfer of the property, assets,
and goodwill of AIM Dollar Fund ("Dollar Fund"), an investment portfolio of AIM
Investment Portfolios ("AIP"), a Delaware business trust, to AIM Money Market
Fund ("Money Market Fund"), an investment portfolio of AIM Funds Group ("AFG"),
a Delaware business trust, in exchange solely for shares of the voting common
stock of the Money Market Fund ("Money Market Fund Shares"), issued by Money
Market Fund directly to Dollar Fund Shareholders, and the dissolution of AIP,
all pursuant to the Agreement and Plan of Reorganization dated as of September
23, 1998 between AIP, AFG and A I M Advisors, Inc., a Delaware corporation (the
"Agreement") (the transaction in its entirety being hereinafter referred to as
the "Reorganization"). Capitalized terms used in this letter without definition
shall have the meanings given them in the Agreement.
For purposes of this opinion, we have examined and relied upon the
accuracy and completeness of the facts, information, covenants, statements and
representations contained in originals or copies of the Agreement, the exhibits
attached thereto, the Registration Statement on Form N-14 filed by AFG on
September 18, 1998 with the Securities and Exchange Commission, and such other
documents and instruments as we have deemed necessary or appropriate. In our
<PAGE> 2
AIM Funds Group
AIM Investment Portfolios
December 21, 1998
Page 2
examination of the foregoing materials, we have assumed the genuineness of all
signatures, legal capacity of natural persons, the authenticity of all documents
submitted to us as originals and the conformity to the original documents of all
documents submitted to us as copies. We have assumed that such documents reflect
all the material facts relating to the Reorganization. In addition, we have
assumed that the Reorganization will be consummated in accordance with the terms
of such documents and that none of the material terms and conditions contained
therein will have been waived or modified prior to the consummation of the
Reorganization.
In rendering this opinion, we are relying upon the representations and
warranties made by AIP and AFG in the Agreement as well as on letters of
representation of even date that we have received from the officers of AFG and
AIP, copies of which are attached as Exhibits A and B hereto. We have not been
asked to, nor have we undertaken to, verify the accuracy of these and other
representations made to us. In this regard, we have assumed that any
representation made "to the best of knowledge", "to the knowledge" or similarly
qualified is correct without such qualification. As to all matters in which a
person making a representation has represented that such person either is not a
party to, does not have, or is not aware of, any plan or intention,
understanding or agreement, we have likewise assumed that there is in fact no
such plan, intention, understanding, or agreement.
Based upon and subject to the foregoing, it is our opinion that, for
federal income tax purposes:
i. The completion of the Reorganization, as set forth and
provided in the Agreement, will constitute a "reorganization"
within the meaning of Section 368(a)(1)(C) of the Internal
Revenue Code of 1986, as amended (the "Code"), and Dollar Fund
and Money Market Fund will each be "a party to a reorganization"
within the meaning of Section 368(b) of the Code;
ii. In accordance with Sections 361(a), 361(c)(1) and 357(a) of
the Code, no gain or loss will be recognized by Dollar Fund upon
the transfer of its assets to Money Market Fund solely in
exchange for the issuance of Money Market Fund Shares in the
Reorganization, and Money Market Fund's assumption of Dollar
Fund's liabilities or on the distribution of such Money Market
Fund Shares to Dollar Fund Shareholders.
iii. In accordance with Section 1032 of the Code, no gain or
loss will be recognized by Money Market Fund upon the receipt of
the assets of Dollar Fund in exchange for Money Market Fund
Shares issued directly to Dollar Fund Shareholders in the
Reorganization.
<PAGE> 3
AIM Funds Group
AIM Investment Portfolios
December 21, 1998
Page 3
iv. In accordance with Section 354(a)(1) of the Code, no gain or
loss will be recognized by any Dollar Fund Shareholder to the
extent such Dollar Fund shareholder receives Money Market Fund
Shares in exchange for Dollar Fund Shares.
v. In accordance with Section 362(b) of the Code, the basis to
Money Market Fund of the assets of Dollar Fund acquired in
connection with the Reorganization will, in each instance, be the
same as the basis of such assets in the hands of Dollar Fund
immediately prior to the Effective Time.
vi. In accordance with Section 358(a) of the Code, the basis of
Money Market Fund Shares received by a Dollar Fund Shareholder in
connection with the Reorganization will, in the aggregate, be the
same as the basis, in the aggregate, of Dollar Fund Shares
surrendered by Dollar Fund Shareholder in exchange therefor.
vii. In accordance with Section 1223(2) of the Code, the holding
period of the assets received by Money Market Fund in the
Reorganization will be determined by including the period for
which such assets were held by Dollar Fund.
viii. In accordance with Section 1223(1) of the Code, the holding
period of Money Market Fund Shares received by a Dollar Fund
Shareholder in the Reorganization will be determined by including
such Dollar Fund Shareholder's holding period for Dollar Fund
Shares exchanged therefor, provided that Dollar Fund Shares were
held by such Dollar Fund Shareholder as capital assets.
We express no opinion as to the tax consequences of the Reorganization
except as expressly set forth above, or as to any transaction except the
Reorganization. We also note that certain Dollar Fund Shareholders may be
subject to special rules because of their particular federal income tax status
and that the tax consequences of the Reorganization to such Dollar Fund
Shareholders may accordingly differ from the ones of general application that
are described above. This opinion is intended to satisfy the mutual condition
precedent to the Reorganization set forth in Section 6.2(f) of the Agreement, is
being furnished to you solely for that purpose, and may not be relied upon by
any other person without our express written consent.
Our opinion is based upon the Code, Treasury regulations
(proposed, temporary and final) promulgated thereunder, judicial decisions,
interpretative rulings of the Internal Revenue Service and such other
authorities as we have considered relevant, all as in effect on the date hereof.
All such legal authorities are subject to change, either prospectively or
retroactively.
<PAGE> 4
AIM Funds Group
AIM Investment Portfolios
December 21, 1998
Page 4
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 affect the tax consequences of the Reorganization that are
set forth above.
If any of the facts, assumptions or representations on which our
opinion is based is incorrect, we expect you to advise us so that we may
consider the effect, if any, on our opinion.
Our opinion has no binding effect on the Internal Revenue Service or
the courts of any jurisdiction. No assurance can accordingly be given that, if
the matter were contested, a court would agree with the legal conclusions set
forth above.
Sincerely,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
<PAGE> 1
EXHIBIT 16
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Carol F. Relihan, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all his capacities as a trustee or officer of AIM FUNDS
GROUP, a Delaware business trust, to sign on his or its behalf any and all
Registration Statements (including any pre-effective amendments to Registration
Statements) under the Securities Act of 1933, the Investment Company Act of
1940 and any amendments and supplements thereto and applications thereunder,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, and fully as to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, may lawfully do or cause to be done by virtue
hereof.
DATED this 8th day of January, 1999.
/s/ ROBERT H. GRAHAM
-------------------------
Robert H. Graham
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert H. Graham or Carol F. Relihan, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all his
capacities as a trustee or officer of AIM Funds Group a Delaware business
trust, to sign on his or its behalf any and all Registration Statements
(including any pre-effective amendments to Registration Statements) under the
Securities Act of 1933, the Investment Company Act of 1940 and any amendments
and supplements thereto and applications thereunder, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, and fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.
DATED this 8th day of January, 1999.
/s/ BRUCE L. CROCKETT
-------------------------
Bruce L. Crockett
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert H. Graham or Carol F. Relihan, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all his
capacities as a trustee or officer of AIM Funds Group a Delaware business
trust, to sign on his or its behalf any and all Registration Statements
(including any pre-effective amendments to Registration Statements) under the
Securities Act of 1933, the Investment Company Act of 1940 and any amendments
and supplements thereto and applications thereunder, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, and fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.
DATED this 8th day of January, 1999.
/s/ OWEN DALY II
-------------------------
Owen Daly II
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert H. Graham or Carol F. Relihan, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all his
capacities as a trustee or officer of AIM Funds Group a Delaware business
trust, to sign on his or its behalf any and all Registration Statements
(including any pre-effective amendments to Registration Statements) under the
Securities Act of 1933, the Investment Company Act of 1940 and any amendments
and supplements thereto and applications thereunder, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, and fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.
DATED this 8th day of January, 1999.
/s/ PREMA MATHAI-DAVIS
-------------------------
Prema Mathai-Davis
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert H. Graham or Carol F. Relihan, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all his
capacities as a trustee or officer of AIM Funds Group a Delaware business
trust, to sign on his or its behalf any and all Registration Statements
(including any pre-effective amendments to Registration Statements) under the
Securities Act of 1933, the Investment Company Act of 1940 and any amendments
and supplements thereto and applications thereunder, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, and fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.
DATED this 8th day of January, 1999.
/s/ EDWARD K. DUNN, JR.
-------------------------
Edward K. Dunn, Jr.
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert H. Graham or Carol F. Relihan, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all his
capacities as a trustee or officer of AIM Funds Group a Delaware business
trust, to sign on his or its behalf any and all Registration Statements
(including any pre-effective amendments to Registration Statements) under the
Securities Act of 1933, the Investment Company Act of 1940 and any amendments
and supplements thereto and applications thereunder, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, and fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.
DATED this 8th day of January, 1999.
/s/ JACK FIELDS
-------------------------
Jack Fields
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert H. Graham or Carol F. Relihan, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all his
capacities as a trustee or officer of AIM Funds Group a Delaware business
trust, to sign on his or its behalf any and all Registration Statements
(including any pre-effective amendments to Registration Statements) under the
Securities Act of 1933, the Investment Company Act of 1940 and any amendments
and supplements thereto and applications thereunder, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, and fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.
DATED this 8th day of January, 1999.
/s/ CARL FRISCHLING
-------------------------
Carl Frischling
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert H. Graham or Carol F. Relihan, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all his
capacities as a trustee or officer of AIM Funds Group a Delaware business
trust, to sign on his or its behalf any and all Registration Statements
(including any pre-effective amendments to Registration Statements) under the
Securities Act of 1933, the Investment Company Act of 1940 and any amendments
and supplements thereto and applications thereunder, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, and fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.
DATED this 8th day of January, 1999.
/s/ LEWIS F. PENNOCK
-------------------------
Lewis F. Pennock
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert H. Graham or Carol F. Relihan, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all his
capacities as a trustee or officer of AIM Funds Group a Delaware business
trust, to sign on his or its behalf any and all Registration Statements
(including any pre-effective amendments to Registration Statements) under the
Securities Act of 1933, the Investment Company Act of 1940 and any amendments
and supplements thereto and applications thereunder, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, and fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.
DATED this 8th day of January, 1999.
/s/ IAN W. ROBINSON
-------------------------
Ian W. Robinson
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert H. Graham or Carol F. Relihan, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all his
capacities as a trustee or officer of AIM Funds Group a Delaware business
trust, to sign on his or its behalf any and all Registration Statements
(including any pre-effective amendments to Registration Statements) under the
Securities Act of 1933, the Investment Company Act of 1940 and any amendments
and supplements thereto and applications thereunder, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, and fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.
DATED this 8th day of January, 1999.
/s/ LOUIS S. SKLAR
-------------------------
Louis S. Slkar
