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CLASS A, CLASS B AND CLASS C SHARES OF
AIM EUROLAND GROWTH FUND
AIM JAPAN GROWTH FUND
AIM MID CAP EQUITY FUND
AIM NEW PACIFIC GROWTH FUND
(SERIES PORTFOLIOS OF AIM GROWTH SERIES)
Supplement dated October 1, 1999 to the
Statement of Additional Information dated May 3, 1999,
as supplemented June 30, 1999 and August 5, 1999
This supplement supersedes and replaces in its entirety the supplements dated
August 5, 1999 and June 30, 1999.
Effective September 1, 1999, the name of AIM Europe Growth Fund was 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."
The following paragraph replaces in its entirety the paragraph under the heading
"INVESTMENT POLICIES--INVESTMENTS IN OTHER INVESTMENT COMPANIES" on page 6
of the Statement of Additional Information:
"With respect to certain countries, investments by a Fund presently may
be made only by acquiring shares of other investment companies (including
investment vehicles or companies advised by AIM or its affiliates) with
local governmental approval to invest in those countries. To the extent that
a Fund invests in such investment companies, the prices paid by the Fund and
the proceeds to the Fund upon sale of the shares may reflect premiums above
or discounts to the net asset value of the assets owned by such investment
companies. At such time as direct investment in these countries is allowed,
the Funds anticipate investing directly in these markets. The Funds may
invest in other investment companies to the extent permitted by the 1940
Act, rules and regulations thereunder, and any applicable exemptive orders
granted by the SEC. Under an exemptive order granted by the SEC, each Fund
is permitted to, and intends to, invest its cash (and cash collateral
received in connection with the lending of portfolio securities) in shares
of money market investment companies advised by AIM or its affiliates
("Affiliated Money Market Funds"), provided that those investments do not
exceed 25% of the total assets of such Fund. In general, a purchase of
investment company securities may result in the duplication of fees and
expenses. With respect to a Fund's purchase of shares of Affiliated Money
Market Funds, the Fund will indirectly pay the advisory fees and other
operating expenses of the Affiliated Money Market Funds."
The following replaces in its entirety the first paragraph under the heading
"INVESTMENT POLICIES--BORROWING, REVERSE REPURCHASE AGREEMENTS AND "ROLL"
TRANSACTIONS" on page 9 of the Statement of Additional Information:
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"Each Fund's borrowings will not exceed 33 1/3% of its total assets,
i.e., each Fund's total assets will equal at least 300% of the amount of
outstanding borrowings. If market fluctuations in the value of a Fund's
portfolio holdings or other factors cause the ratio of the Fund's total
assets to outstanding borrowings to fall below 300%, within three days
(excluding Sundays and holidays) of such event the Fund may be required to
sell portfolio securities to restore the 300% asset coverage, even though
from an investment standpoint such sales might be disadvantageous. Each Fund
also may borrow up to 5% of its total assets for temporary or emergency
purposes other than to meet redemptions. Each Fund may not make additional
investments if borrowings exceed 5% of its total assets. A Fund may borrow
in connection with meeting requests for the redemption of a Fund's shares.
Any borrowing by a Fund may cause greater fluctuation in the value of its
shares than would be the case if the Fund did not borrow."
The following is added as the new first paragraph under the heading "INVESTMENT
POLICIES--TEMPORARY DEFENSIVE STRATEGIES" on page 10 of the Statement of
Additional Information:
"In anticipation of or in response to adverse market conditions,
for cash management purposes, or for defensive purposes, each of the Funds
may temporarily hold all or a portion of its assets in cash (U.S. dollars,
foreign currencies or multinational currency units), money market
instruments, or high-quality debt securities. Each of the Funds may also
invest up to 25% of its total assets in Affiliated Money Market Funds for
these purposes."
The following is added as a new section before the heading "EXECUTION OF
PORTFOLIO TRANSACTIONS--PORTFOLIO TRADING AND TURNOVER" on page 27 of the
Statement of Additional Information:
"ALLOCATION OF INITIAL PUBLIC OFFERING ("IPO") SECURITIES TRANSACTIONS
From time to time, certain of the mutual funds managed by AIM or A I M
Capital Management, Inc. (collectively, "AIM Funds") may become interested
in participating in security distributions that are available in an IPO, and
occasions may arise when purchases of such securities by one AIM Fund may
also be considered for purchase by one or more other AIM Funds. In such
cases, it shall be AIM's practice to specifically combine or otherwise bunch
indications of interest for IPO securities for all AIM Funds participating
in purchase transactions for that security, and to allocate such
transactions in accordance with the following procedures:
AIM will determine the eligibility of each AIM Fund that seeks to
participate in a particular IPO by reviewing a number of factors, including
suitability of the investment with the AIM Fund's investment objective,
policies and strategies, the liquidity of the AIM Fund if such investment is
purchased, and whether the portfolio manager intends to hold the security as
a long-term investment. The allocation of limited supply securities issued
in IPOs will be made to eligible AIM Funds in a manner designed to be fair
and equitable for the eligible AIM Funds, and so that there is equal
allocation of IPOs over the longer term. Where multiple funds are eligible,
rotational participation may occur, based on the extent to which an AIM Fund
has participated in previous IPOs as well as the size of the AIM Fund. Each
eligible AIM Fund with an asset level of less than $500 million will be
placed in one of three tiers, depending upon its asset level. The AIM Funds
in the tier containing funds with the smallest asset levels will participate
first, each receiving a 40 basis point allocation (rounded to the nearest
share round lot that approximates 40 basis points) (the "Allocation"), based
on that AIM Fund's net assets. This process continues until all of the AIM
Funds in the three tiers receive their Allocations, or until the shares are
all allocated. Should securities remain after this process, eligible AIM
Funds will receive their Allocations on a straight pro rata basis. For the
tier of AIM Funds not receiving a full Allocation, the Allocation may be
made only to certain AIM Funds so that each may receive close to or exactly
40 basis points.
Any AIM Funds with substantially identical investment objectives and
policies will participate in syndicates in amounts that are substantially
proportionate to each other. In these cases, the net assets of the largest
AIM Fund will be used to determine in which tier, as described in the
paragraph above, such group of AIM Funds will be placed. The price per share
of securities purchased in such syndicate transactions will be the same for
each AIM Fund."
The following replaces in its entirety the table appearing under the heading
"MANAGEMENT-TRUSTEES AND EXECUTIVE OFFICERS" on page 27 of the Statement of
Additional Information:
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<TABLE>
<CAPTION>
- ---------------------------------------- ----------------------- ----------------------------------------------------
POSITIONS HELD WITH PRINCIPAL OCCUPATION DURING AT LEAST THE PAST 5
"NAME, ADDRESS AND AGE REGISTRANT YEARS
- ---------------------------------------- ----------------------- ----------------------------------------------------
<S> <C> <C>
*ROBERT H. GRAHAM (52) Trustee, Chairman of Director, President and Chief Executive Officer,
the Board and A I M Management Group Inc.; Director and
President President, A I M Advisors, Inc.; Director and
Senior Vice President, A I M Capital Management,
Inc., A I M Distributors, Inc., A I M Fund
Services, Inc. and Fund Management Company; and
Director, AMVESCAP PLC.
- ---------------------------------------- ----------------------- ----------------------------------------------------
C. DEREK ANDERSON (58) Trustee President, Plantagenet Capital Management, LLC (an
220 Sansome Street investment partnership); Chief Executive Officer,
Suite 400 Plantagenet Holdings, Ltd. (an investment banking
San Francisco, CA 94104 firm); Director, Anderson Capital Management, Inc.
since 1988; Director, Premium Wear, Inc. (formerly
Munsingwear, Inc.) (a casual apparel company); and
Director, 'R' Homes, Inc. and various other
privately owned companies.
- ---------------------------------------- ----------------------- ----------------------------------------------------
FRANK S. BAYLEY (60) Trustee Partner, law firm of Baker & McKenzie; Trustee,
Two Embarcadero Center The Bradley Funds; and Director and Chairman, C.
Suite 2400 D. Stimson Company (a private investment company)
San Francisco, CA 94111 and Stimson Marina, Inc. (a subsidiary of C.D.
Stimson Co.).
- ---------------------------------------- ----------------------- ----------------------------------------------------
RUTH H. QUIGLEY (64) Trustee Private investor; and President, Quigley
1055 California Street Friedlander & Co., Inc. (a financial advisory
San Francisco, CA 94108 services firm) from 1984 to 1986.
- ---------------------------------------- ----------------------- ----------------------------------------------------
MELVILLE B. COX (55) Vice President Vice President and Chief Compliance Officer, A I M
Advisors, Inc., A I M Capital Management, Inc.,
A I M Distributors, Inc., A I M Fund Services,
Inc. and Fund Management Company.
- ---------------------------------------- ----------------------- ----------------------------------------------------
GARY T. CRUM (52) Vice President Director and President, A I M Capital Management,
Inc.; Director and Executive Vice President, A I M
Management Group Inc. and A I M Advisors, Inc.;
and Director, A I M Distributors, Inc. and
AMVESCAP PLC.
- ---------------------------------------- ----------------------- ----------------------------------------------------
CAROL F. RELIHAN (44) Vice President Director, Senior Vice President, General Counsel
and Secretary, A I M Advisors, Inc.; Senior Vice
President, General Counsel and Secretary, A I M
Management Group Inc.; Director, Vice President
and General Counsel, Fund Management Company; Vice
President and General Counsel, A I M Fund
Services, Inc.; and Vice President, A I M Capital
Management, Inc. and A I M Distributors, Inc.
- ---------------------------------------- ----------------------- ----------------------------------------------------
</TABLE>
- --------
* A trustee who is an "interested person" of the Trust and AIM as
defined in the 1940 Act.
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<TABLE>
<CAPTION>
- ---------------------------------------- ----------------------- ----------------------------------------------------
POSITIONS HELD WITH PRINCIPAL OCCUPATION DURING AT LEAST THE PAST 5
NAME, ADDRESS AND AGE REGISTRANT YEARS
- ---------------------------------------- ----------------------- ----------------------------------------------------
<S> <C> <C>
SAMUEL D. SIRKO (40) Vice President and Assistant General Counsel and Assistant Secretary
Secretary of A I M Management Group, Inc., A I M Capital
Management, Inc., A I M Distributors, Inc., A I M
Fund Services, Inc., and Fund Management Company;
and Vice President, Assistant General Counsel and
Assistant Secretary of A I M Advisors, Inc.
- ---------------------------------------- ----------------------- ----------------------------------------------------
DANA R. SUTTON (40) Vice President and Vice President and Fund Controller, A I M
Treasurer Advisors, Inc.; and Assistant Vice President and
Assistant Treasurer, Fund Management Company."
- ---------------------------------------- ----------------------- ----------------------------------------------------
</TABLE>
The following paragraph is added after the fifth paragraph under the heading
"PERFORMANCE INFORMATION" on page 57 of the Statement of Additional Information:
"Some or all of the Funds may participate in the IPO market, and a
significant portion of those Funds' returns may be attributable to their
investment in IPOs, which have a magnified impact due to the Funds' small
asset bases. There is no guarantee that as those Funds' assets grow, they
will continue to invest to the same degree in IPOs or that they will
experience substantially similar performance."
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