<PAGE> 1
ADVISOR CLASS 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 January 24, 2000
to the Statement of Additional Information dated May 3, 1999,
as supplemented June 30, 1999, August 5, 1999, October 1, 1999 and
January 3, 2000
This supplement supersedes and replaces in its entirety the supplements dated
January 3, 2000, October 1, 1999, 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 sixth paragraph under the
heading "SELECTION OF INVESTMENTS" on page 6 of the Statement of Additional
Information:
"Mid Cap Fund. The Fund may invest up to 35% of its total assets in the
equity securities of issuers domiciled in the United States that, at the
time of purchase, have market capitalizations outside the range of market
capitalizations of companies that are included in the Russell Midcap
Index(tm). In addition, the Fund may invest up to 35% of its total assets
in investment grade debt securities of United States issuers including U.S.
government and corporate debt securities.
The Fund may invest up to 25% of its total assets in the securities of
issuers domiciled outside the United States, including (i) issuers linked
by tradition, economic markets, cultural similarities or geography to the
United States; and (ii) issuers located elsewhere in the world that have
operations in the United States or that stand to benefit from political or
economic events in the United States. Foreign securities may include
foreign government securities and corporate debt securities, Samurai and
Yankee bonds, Euro bonds and Depositary Receipts."
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The following paragraph replaces in its entirety the paragraph under the
heading "INVESTMENT POLICIES--INVESTMENTS IN OTHER INVESTMENT COMPANIES"
on page 7 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:
"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
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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 28 of the Statement of
Additional Information:
<TABLE>
<CAPTION>
- ------------------------------- --------------------------- -----------------------------------------------------------
POSITIONS HELD WITH PRINCIPAL OCCUPATION DURING AT LEAST THE PAST 5 YEARS
"NAME, ADDRESS AND AGE REGISTRANT
- ------------------------------- --------------------------- -----------------------------------------------------------
<S> <C> <C>
*ROBERT H. GRAHAM (53) Trustee, Chairman and Director, President and Chief Executive Officer, A I M
President Management Group Inc.; Director and 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 and Chief Executive Officer, Managed Products,
AMVESCAP PLC.
- ------------------------------- --------------------------- -----------------------------------------------------------
C. DEREK ANDERSON (58) Trustee Senior Managing Partner, Plantagenet Capital Management,
220 Sansome Street LLC (an investment partnership); Chief Executive Officer,
Suite 400 Plantagenet Holdings, Ltd. (an investment banking firm);
San Francisco, CA 94104 and Director, Premium Wear, Inc. (formerly Munsingwear,
Inc.) (a casual apparel company), 'R' Homes, Inc., Big
Online, Inc., Champagne Albert Le Brun and various other
privately owned companies.
- ------------------------------- --------------------------- -----------------------------------------------------------
FRANK S. BAYLEY (60) Trustee Partner, law firm of Baker & McKenzie; Trustee, The
Two Embarcadero Center Badgley Funds; and Director and Chairman, C. D. Stimson
Suite 2400 Company (a private investment company).
San Francisco, CA 94111
- ------------------------------- --------------------------- -----------------------------------------------------------
RUTH H. QUIGLEY (64) Trustee Private investor; and President, Quigley Friedlander &
1055 California Street Co., Inc. (a financial advisory services firm) from 1984
San Francisco, CA 94108 to 1986.
- ------------------------------- --------------------------- -----------------------------------------------------------
MELVILLE B. COX (56) 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.
- ------------------------------- --------------------------- -----------------------------------------------------------
</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 YEARS
"NAME, ADDRESS AND AGE REGISTRANT
- ------------------------------- --------------------------- -----------------------------------------------------------
<S> <C> <C>
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.; Director and Senior Vice President, A I M
Advisors, Inc.; and Director, A I M Distributors, Inc.
and AMVESCAP PLC.
- ------------------------------- --------------------------- -----------------------------------------------------------
CAROL F. RELIHAN (45) 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.
- ------------------------------- --------------------------- -----------------------------------------------------------
SAMUEL D. SIRKO (40) Vice President and Assistant General Counsel and Assistant Secretary of A I
Secretary 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 (41) Vice President and Vice President and Fund Controller, A I M Advisors, Inc.;
Treasurer and Assistant Vice President and Assistant Treasurer,
Fund Management Company."
- ------------------------------- --------------------------- -----------------------------------------------------------
</TABLE>
The fourth paragraph under the heading "PERFORMANCE INFORMATION" on page 44 of
the Statement of Additional Information is deleted in its entirety and replaced
with the following:
"The Mid Cap Fund may participate in the IPO market, and a
significant portion of the Fund's returns may be attributable to its
investment in IPOs, which have a magnified impact due to the Fund's small
asset base. There is no guarantee that as the Fund's assets grow, it will
continue to invest to the same degree in IPOs or that it will experience
substantially similar performance by investing in IPOs."
