AIM GROWTH SERIES
497, 1999-06-30
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                           CLASS A, B AND C SHARES

                             AIM EUROPE GROWTH FUND

                         Supplement dated June 30, 1999
                      to the Prospectus dated May 3, 1999


    Effective immediately the following replaces in its entirety the information
appearing under the heading "EXCHANGING SHARES - EXCHANGE CONDITIONS" on page
A-6 of the prospectus:

    "The following conditions apply to all exchanges:

       o   You must meet the minimum purchase requirements for the AIM Funds
           into which you are exchanging;

       o   Shares of the AIM Fund you wish to acquire must be available for
           sale in your state of residence;

       o   Exchanges must be made between accounts with identical registration
           information;

       o   The account you wish to exchange from must have a certified tax
           identification number (or the Fund has received an appropriate Form
           W-8 or W-9);

       o   Shares must have been held for at least one day prior to the
           exchange; and

       o   If you have physical share certificates, you must return them to the
           transfer agent prior to the exchange.

    Beginning September 15, 1999, the following exchange condition will apply:

       o   Because excessive short-term trading or market-timing activity can
           hurt fund performance, you are limited to a maximum of 10 exchanges
           per calendar year. If you exceed that limit, or if an AIM Fund or the
           distributor determines, in its sole discretion, that your short-term
           trading is excessive or that you are engaging in market-timing
           activity, it may reject any additional exchange orders. An exchange
           is the movement out of (redemption) one AIM Fund and into (purchase)
           another AIM Fund."




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    Effective September 1, 1999, the name of AIM Europe Growth Fund will be
changed to AIM Euroland Growth Fund.

    Effective September 1, 1999, the following replaces in their entirety the
first three paragraphs under the heading "INVESTMENT OBJECTIVE AND STRATEGIES"
on page 1 of the prospectus:

"The fund's investment objective is long-term growth of capital.

    The fund seeks to meet this objective by investing normally, at least 65% of
its total assets in equity securities of issuers domiciled in countries that are
members of the European Economic and Monetary Union (the "EMU"). These countries
are designated as the fund's primary investment area. The fund typically
considers a company to be domiciled in a particular country if it (1) is
organized under the laws of a particular country or has its principal office in
a particular country; or (2) derives 50% or more of its total revenues from
business in that country, provided that, in the view of the portfolio manager,
the value of the issuer's securities tends to reflect such country's development
to a greater extent than developments elsewhere.

    The fund will normally invest at least 65% of its total assets in equity
securities of large capitalization companies. These securities may include
common stocks, convertible bonds, convertible preferred stocks and warrants of
companies with market capitalizations within the range of the market
capitalizations of companies in the top 50% of the Morgan Stanley Capital
International Europe Index at the time of purchase.

    The fund may invest up to 35% of its total assets in equity securities of
issuers domiciled in developed countries outside of its primary investment area
or in U.S. and foreign investment-grade debt securities, or securities deemed by
the portfolio manager to be of comparable quality."

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                            CLASS A, B AND C SHARES

                             AIM EUROPE GROWTH FUND
                             AIM JAPAN GROWTH FUND
                            AIM MID CAP EQUITY FUND
                          AIM NEW PACIFIC GROWTH FUND

                         Supplement dated June 30, 1999
          to the Statement of Additional Information dated May 3, 1999

    Effective September 1, 1999, the name of AIM Europe Growth Fund will be
changed to AIM Euroland Growth Fund ("Euroland Fund").

    Effective September 1, 1999, the following replaces in their entirety the
second and third paragraphs under the heading "INVESTMENT POLICIES" on page 5 of
the Statement of Additional Information:

    "Pacific Fund's primary investment area includes: Australia, Hong Kong,
India, Indonesia, Malaysia, New Zealand, Pakistan, the Philippines, Singapore,
South Korea, Taiwan and Thailand. Euroland Fund's primary investment area
includes countries that are members of the European Economic and Monetary Union
(the "EMU"). As of June 30, 1999, the members of the EMU were Austria, Belgium,
Finland, France, Germany, Ireland, Italy, Luxembourg, The Netherlands, Portugal
and Spain.

    Each of Pacific Fund and Japan Fund may invest up to 35% of its total assets
in the equity securities of issuers domiciled outside of its primary investment
area. Such investments may include: (a) securities of issuers in countries that
are not located in the primary investment area but are linked by tradition,
economic markets, cultural similarities or geography to the countries in such
primary investment area; and (b) securities of issuers located elsewhere in the
world that have operations in the primary investment area or that stand to
benefit from political or economic events in the primary investment area.
Euroland Fund may invest up to 35% of its total assets in the equity securities
of issuers domiciled in developed countries outside of its primary investment
area. Accordingly, the Funds are regional funds for investors interested in more
geographically concentrated investments but, in the case of Pacific Fund and
Euroland Fund, still desiring to diversify across multiple markets."



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