<PAGE> 1
As filed with the Securities and Exchange Commission on August 22, 2000
Registration No. 333-33004
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. ___ [X] Post-Effective Amendment No. 1
AIM GROWTH SERIES
(Exact Name of Registrant as Specified in Charter)
11 GREENWAY PLAZA, SUITE 100, HOUSTON, TX 77046
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 626-1919
COPIES TO:
Samuel D. Sirko, Esq. Arthur J. Brown, Esq.
A I M Advisors, Inc. R. Darrell Mounts, Esq.
11 Greenway Plaza, Suite 100 Kirkpatrick & Lockhart LLP
Houston, Texas 77046 1800 Massachusetts Avenue, N.W.,
(Name and Address of Agent for Service) 2nd Floor
Washington, D.C. 20036
Approximate Date of Proposed Public Offering: as soon as practicable after this
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 required because of reliance on Section 24(f) of the
Investment Company Act of 1940, as amended.
<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 Kirkpatrick & Lockhart, LLP, supporting the tax
matters and consequences to shareholders discussed on the prospectus previously
filed under Registration No. 333-33004. 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
Exhibit
Number Description
(1) (a) - Agreement and Declaration of Trust of the Registrant,
dated May 7, 1998, was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 43 to the
Registration Statement on Form N-1A, filed on June
1,1998, and is hereby incorporated by reference.
(b) - First Amendment, dated September 8, 1998, to the
Agreement and Declaration of Trust of the Registrant,
dated May 7, 1998, was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 46 to the
Registration Statement on Form N-1A, filed on
February 12, 1999, and is hereby incorporated by
reference.
(c) - Second Amendment, dated December 10, 1998, to the
Agreement and Declaration of Trust of the Registrant,
dated May 7, 1998, was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 47 to the
Registration Statement on Form N-1A, filed on April
14, 1999, and is hereby incorporated by reference.
(d) - Third Amendment, dated February 16, 1999, to the
Agreement and Declaration of Trust of the Registrant,
dated May 7, 1998, was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 47 to the
Registration Statement on Form N-1A, filed on April
14, 1999, and is hereby incorporated by reference.
(e) - Fourth Amendment, dated February 16, 1999, to the
Agreement and Declaration of Trust of the Registrant,
dated May 7, 1998, was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 47 to the
Registration Statement on Form N-1A, filed on April
14, 1999, and is hereby incorporated by reference.
(f) - Fifth Amendment, dated February 11, 2000, to the
Agreement and Declaration of Trust of the Registrant,
dated May 7, 1998, was filed electronically as an
Exhibit to the Registration Statement on Form N-14
filed on March 22, 2000, and is hereby incorporated
by reference.
(2) (a) - Bylaws of the Registrant, dated May 7, 1998, were
filed as an exhibit to Post-Effective Amendment No.
43 to the Registration Statement on Form N-1A, filed
June 1, 1998, and is hereby incorporated by
reference.
<PAGE> 4
(b) - Amendment No. 1, dated December 10, 1998, to the
Bylaws of the Registrant, dated May 7, 1998, was
filed as an Exhibit to Registrant's Post-Effective
Amendment No. 47 to the Registration Statement on
Form N-1A, filed on April 14, 1999.
(c) - Amended and Restated By-Laws of Registrant, dated
December 10, 1998, was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 47 to the
Registration Statement on Form N-1A, filed on April
14, 1999, and is hereby incorporated by reference.
(3) - Voting Trust Agreements - None.
(4) - A copy of the form of Agreement and Plan of
Reorganization was filed electronically as Appendix I
to the Prospectus contained in the Registration
Statement on Form N-14 filed on March 22, 2000, and
is hereby incorporated by reference.
(5) - Provisions of instruments defining the rights of
holders of Registrant's securities are contained in
the Articles II, VI, VII, VIII and IX of Registrant's
Agreement and Declaration of Trust, which was filed
as an Exhibit to Registrant's Post-Effective
Amendment No. 43 to the Registration Statement on
Form N-1A, filed on June 1, 1998, and is hereby
incorporated by reference. Such provisions are also
contained in Articles IV, V, VI, VII and VIII of
Registrant's Amended and Restated By-Laws, which were
filed as an Exhibit to Post-Effective Amendment No.
47 to the Registration Statement on Form N-1A, filed
on April 14, 1999, and are hereby incorporated by
reference.
(6) (a) - Investment Management and Administration Contract,
dated May 29, 1998, between Registrant and A I M
Advisors, Inc., was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 45 to the
Registration Statement on Form N-1A, filed on August
26, 1998, and is hereby incorporated by reference.
(b) - Form of Amended and Restated Investment Management
and Administration Contract between Registrant and A
I M Advisors, Inc. was filed electronically as an
exhibit to Post-Effective Amendment No. 47 on Apr.
14, 1999, and is hereby incorporated by reference.
(c) - Administration Contract, dated May 29, 1998, between
Registrant and A I M Advisors, Inc., was filed as an
Exhibit to Registrant's Post-Effective Amendment No.
45 to the Registration Statement on Form N-1A, filed
on August 26, 1998, and is hereby incorporated by
reference.
(d) - Sub-Administration Contract, dated May 29, 1998,
between A I M Advisors, Inc. and INVESCO (NY), Inc.
with respect to Registrant,
<PAGE> 5
was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 45 to the Registration
Statement on Form N-1A, filed on August 26, 1998.
(e) - Sub-Advisory and Sub-Administration Contract, dated
May 29, 1998, between A I M Advisors, Inc. and
INVESCO (NY), Inc., with respect to Registrant, was
filed as an Exhibit to Registrant's Post-Effective
Amendment No. 45 to the Registration Statement on
Form N-1A, filed on August 26, 1998.
(f) - Sub-Advisory Contract, dated December 14, 1998,
between A I M Advisors, Inc. and INVESCO (NY), Inc.,
with respect to Registrant, was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 47 to
the Registration Statement on Form N-1A, filed on
April 14, 1999, and is hereby incorporated by
reference.
(g) - Form of Sub-Advisory Contract, dated December 14,
1998, between A I M Advisors, Inc. and INVESCO Asset
Management Limited, with respect to Registrant, was
filed as an Exhibit to Registrant's Post-Effective
Amendment No. 47 to the Registration Statement on
Form N-1A, filed on April 14, 1999, and is hereby
incorporated by reference.
(h) - Amended and Restated Sub-Advisory Contract, dated
February 12, 1999, between A I M Advisors, Inc. and
INVESCO Asset Management Limited, with respect to
Registrant, was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 47 to the Registration
Statement on Form N-1A, filed on April 14, 1999, and
is hereby incorporated by reference.
(i) - Form of Sub-Advisory Contract, dated April 1, 1999,
between A I M Advisors, Inc. and INVESCO Asset
Management (Japan) Limited, with respect to
Registrant, was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 47 to the Registration
Statement on Form N-1A, filed on April 14, 1999, and
is hereby incorporated by reference.
(j) - Form of Sub-Advisory Contract, dated April 1, 1999,
between A I M Advisors, Inc. and INVESCO Asia
Limited, with respect to Registrant, was filed as an
Exhibit to Registrant's Post-Effective Amendment No.
47 to the Registration Statement on Form N-1A, filed
on April 14, 1999, and is hereby incorporated by
reference.
(k) - Investment Management and Administration Contract,
dated May 29, 1998, between Growth Portfolio and A I
M Advisors, Inc., was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 45 to the
Registration Statement on Form N-1A, filed on August
26, 1998, and is hereby incorporated by reference.
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(l) - Sub-Advisory and Sub-Administration Contract, dated
May 29, 1998, between A I M Advisors, Inc. and
INVESCO (NY), Inc. with respect to Growth Portfolio,
was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 45 to the Registration
Statement on Form N-1A, filed on August 26, 1998.
(7) (a) - Distribution Agreement, dated May 29, 1998, between
Registrant and A I M Distributors, Inc. with respect
to Class A shares was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 45 to the
Registration Statement on Form N-1A, filed on August
26, 1998.
(b) - Distribution Agreement, dated May 29, 1998, between
Registrant and A I M Distributors, Inc. with respect
to Class B shares was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 45 to the
Registration Statement on Form N-1A, filed on August
26, 1998, and is hereby incorporated by reference.
(c) - Master Distribution Agreement, dated May 3, 1999,
between Registrant and A I M Distributors, Inc. with
respect to Class A and Class C shares, was filed as
an Exhibit to Post-Effective Amendment No. 47 to the
Registration Statement on Form N-1A, filed on April
14, 1999, and is hereby incorporated by reference.
(d) - Amendment No. 1, dated March 18, 1999, to the
Distribution Agreement between Registrant and A I M
Distributors, Inc. with respect to Class B shares,
dated May 29, 1998, was filed as an exhibit to
Post-Effective Amendment No. 47 to the Registration
Statement on Form N-1A, filed on April 14, 1999, and
is hereby incorporated by reference.
(e) - Form of Selected Dealer Agreement between A I M
Distributors, Inc. and selected dealers was filed as
an exhibit to Post-Effective Amendment No. 46 on Feb.
12, 1999, and is hereby incorporated by reference.
(f) - Form of Bank Selling Group Agreement between A I M
Distributors, Inc. and banks was filed as an exhibit
to Post-Effective Amendment No. 46 on Feb. 12, 1999,
and is hereby incorporated by reference.
(8) - Agreements Concerning Officers and Directors/Trustees
Benefits - None.
(9) (a) - Custodian Contract, dated September 15, 1988, between
Registrant and State Street Bank and Trust Company
was filed as an exhibit to Post-Effective Amendment
No. 46 to the Registration Statement on Form N-1A,
filed on February 12, 1999, and is hereby
incorporated by reference.
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(b) - Amendment (1994) to the Custodian Contract, dated
September 15, 1988, between Registrant and State
Street Bank and Trust Company was filed as an Exhibit
to Post-Effective Amendment No. 46 to the
Registration Statement on Form N-1A, filed on
February 12, 1999, and is hereby incorporated by
reference.
(c) - Amendment, dated June 20, 1995, to the Custodian
Contract, dated September 15, 1988, between
Registrant and State Street Bank and Trust Company
was filed as an Exhibit to Post-Effective Amendment
No. 46 to the Registration Statement on Form N-1A,
filed on February 12, 1999, and is hereby
incorporated by reference.
(d) - Notice of Addition of Funds, dated August 1, 1995,
to the Custodian Contract, dated September 15, 1988,
between State Street Bank and Trust Company and
Registrant was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 47 to the Registration
Statement on Form N-1A, filed on April 14, 1999, and
is hereby incorporated by reference.
(e) - Notice of Transfer, dated May 28, 1998, to the
Custodian, amending the Custodian Contract, dated
September 15, 1988, between State Street Bank and
Trust Company and Registrant was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 46 to
the Registration Statement on Form N-1A, filed on
February 12, 1999, and is hereby incorporated by
reference.
(f) - Amendment, dated January 26, 1999, to the Custodian
Contract, dated September 15, 1988, between
Registrant and State Street Bank and Trust Company
was filed as an Exhibit to Post-Effective Amendment
No. 46 to the Registration Statement on Form N-1A,
filed on February 12, 1999, and is hereby
incorporated by reference.
(g) - Transfer Agency and Service Agreement between
Registrant and A I M Fund Services, Inc., dated
September 8, 1998, was filed as an Exhibit to
Post-Effective Amendment No. 46 to the Registration
Statement on Form N-1A, filed on February 12, 1999,
and is hereby incorporated by reference.
(h) - Amendment No. 1, dated May 3, 1999, to the Transfer
Agency and Service Agreement between Registrant and A
I M Fund Services, Inc., dated September 8, 1998, was
filed as an Exhibit to Post-Effective Amendment No.
47 to the Registration Statement on Form N-1A, filed
on April 14, 1999, and is hereby incorporated by
reference.
(i) - 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 as an
Exhibit to Post-Effective Amendment No. 45 to the
Registration Statement
<PAGE> 8
on Form N-1A, filed on August 26, 1998, and is hereby
incorporated by reference.
(j) - Amendment No. 1, dated October 4, 1995, to the Remote
Access and Related Services Agreement, dated as of
December 23, 1994, between Registrant and First Data
Investor Services Group, Inc. (formerly, The
Shareholder Services Group, Inc.) was filed as an
Exhibit to Post-Effective Amendment No. 45 to the
Registration Statement on Form N-1A, filed on August
26, 1998, and is hereby incorporated by reference.
(k) - Addendum No. 2, dated October 12, 1995, to the Remote
Access and Related Services Agreement, dated as of
December 23, 1994, between Registrant and First Data
Investor Services Group, Inc. (formerly, The
Shareholder Services Group, Inc.) was filed as an
Exhibit to Post-Effective Amendment No. 45 to the
Registration Statement on Form N-1A, filed on August
26, 1998, and is hereby incorporated by reference.
(l) - Amendment No. 3, dated February 1, 1997, to the
Remote Access and Related Services Agreement, dated
as of December 23, 1994, between Registrant and First
Data Investor Services Group, Inc. (formerly, The
Shareholder Services Group, Inc.) was filed as an
Exhibit to Post-Effective Amendment No. 45 to the
Registration Statement on Form N-1A, filed on August
26, 1998, and is hereby incorporated by reference.
(m) - Amendment No. 4, dated June 30, 1998, to the Remote
Access and Related Services Agreement, dated as of
December 23, 1994, between Registrant and First Data
Investor Services Group, Inc. (formerly, The
Shareholder Services Group, Inc.) was filed as an
Exhibit to Post-Effective Amendment No. 46 to the
Registration Statement on Form N-1A, filed on
February 12, 1999, and is hereby incorporated by
reference.
(n) - Amendment No. 5, dated July 1, 1998, to the Remote
Access and Related Services Agreement, dated as of
December 23, 1994, between Registrant and First Data
Investor Services Group, Inc. (formerly, The
Shareholder Services Group, Inc.) was filed as an
Exhibit to Post-Effective Amendment No. 46 to the
Registration Statement on Form N-1A, filed on
February 12, 1999, and is hereby incorporated by
reference.
(o) - Exhibit 1, effective as of August 4, 1997, to the
Remote Access and Related Services Agreement, dated
as of December 23, 1994, between Registrant and First
Data Investor Services Group, Inc. (formerly, The
Shareholder Services Group, Inc.) was filed as an
Exhibit to Post-Effective Amendment No. 45 to the
Registration Statement on Form N-1A, filed on August
26, 1998, and is hereby incorporated by reference.
<PAGE> 9
(p) - Preferred Registration Technology Escrow Agreement,
dated September 10, 1997, between Registrant and
First Data Investor Services Group, Inc. (formerly,
The Shareholder Services Group, Inc.) was filed as an
Exhibit to Post-Effective Amendment No. 45 to the
Registration Statement on Form N-1A, filed on August
26, 1998, and is hereby incorporated by reference.
(10) (a) - Distribution Plan adopted pursuant to Rule 12b-1 with
respect to Class A shares was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 46 to the
Registration Statement on Form N-1A, filed on
February 12, 1999.
(b) - Distribution Plan adopted pursuant to Rule 12b-1
with respect to Class B shares was filed as an
Exhibit to Registrant's Post-Effective Amendment No.
46 to the Registration Statement on Form N-1A, filed
on February 12, 1999, and is hereby incorporated by
reference.
(c) - Master Distribution Plan pursuant to Rule 12b-1
with respect to Class A and Class C shares was filed
as an Exhibit to Post-Effective Amendment No. 47 to
the Registration Statement on Form N-1A, dated April
14, 1999, and is hereby incorporated by reference.
(d) - Amendment No. 1, dated March 18, 1999, to the
Distribution Plan adopted pursuant to Rule 12b-1 with
respect to Class B shares was filed as an Exhibit to
Post-Effective Amendment No. 47 to the Registration
Statement on Form N-1A, dated April 14, 1999, and is
hereby incorporated by reference.
(e) - Rule 18f-3 Multiple Class Plan was filed as an
Exhibit to Post-Effective Amendment No. 45 to the
Registration Statement on Form N-1A, dated August 26,
1998, and is hereby incorporated by reference.
(11) (a) - Opinion and Consent of Kirkpatrick & Lockhart 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 on March
22, 2000, and is hereby incorporated by reference.
(b) - Opinion and Consent of Delaware Counsel was filed
electronically as an Exhibit to the Registration
Statement on Form N-14 filed on March 22, 2000, and
is hereby incorporated by reference.
(12) - Opinion and Consent of Kirkpatrick & Lockhart LLP
supporting the tax matters and consequences to
shareholders discussed in the prospectus is filed
herewith electronically.
(13) (a) - Form of Fund Accounting and Pricing Agent Agreement
between Registrant and INVESCO (NY), Inc. was filed
electronically as an exhibit to Post-Effective
Amendment No. 45 on Aug. 26,1998.
<PAGE> 10
(b) - Form of Fund Accounting and Pricing Agent between
A I M Advisors, Inc. and Registrant was filed
electronically as an exhibit to Post-Effective
Amendment No. 46 on Feb. 12, 1999, and is hereby
incorporated by reference.
(c) - Form of Shareholder Service Agreement to be used in
connection with Registrant's Distribution Plans was
filed as an exhibit to Post-Effective Amendment No.
46 on Feb. 12, 1999, and is hereby incorporated by
reference.
(d) - Form of Bank Shareholder Service Agreement to be used
in connection with Registrant's Distribution Plans
was filed electronically as an exhibit to
Post-Effective Amendment No. 46 on Feb. 12, 1999, and
is hereby incorporated by reference.
(e) - Form of Agency Pricing Agreement (for Class A shares)
to be used in connection with Registrant's
Distribution Plans was filed electronically as an
exhibit to Post-Effective Amendment No. 46 on Feb.
12, 1999, and is hereby incorporated by reference.
(f) - Form of Service Agreement for Bank Trust Department
and for Broker to be used in connection with
Registrant's Distribution Plans was filed
electronically as an exhibit to Post-Effective
Amendment No. 46 on Feb. 12, 1999, and is hereby
incorporated by reference.
(14) (a) - Regarding opinions, appraisals or rulings and
consents relied on in preparing this Registration
Statement and required by Section 7 of the Securities
Act of 1933, the Consent of PricewaterhouseCoopers
LLP was filed electronically as an Exhibit to the
Registration Statement on Form N-14 filed on March
22, 2000, and is hereby incorporated by reference.
(b) Regarding opinions, appraisals or rulings and
consents relied on in preparing this Registration
Statement and required by Section 7 of the Securities
Act of 1933, the Consent of KPMG LLP was filed
electronically as an Exhibit to the Registration
Statement on Form N-14 filed on March 22, 2000, and
is hereby incorporated by reference.
(15) - Financial Statements - None.
(16) - Powers of Attorney.
(17) - Form of Proxy was filed electronically as an Exhibit
to the Registration Statement on Form N-14 filed on
March 22, 2000, and is hereby incorporated by
reference.
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SIGNATURES
Pursuant to the Securities Act of 1933, as amended, 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, and the State of Texas, on the 22nd day of August, 2000.
AIM GROWTH SERIES
Registrant
By: /s/ ROBERT H. GRAHAM
--------------------------------------
Robert H. Graham
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment on Form N-14 has been signed below by the following
persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ ROBERT H. GRAHAM
----------------------------------
Robert H. Graham President, Trustee and August 22, 2000
Chairman of the Board
(Principal Executive Officer)
/s/ DANA R. SUTTON
----------------------------------
Dana R. Sutton Vice President & Treasurer August 22, 2000
(Principal Financial and
Accounting Officer)
*
----------------------------------
C. Derek Anderson Trustee August 22, 2000
*
----------------------------------
Frank S. Bayley Trustee August 22, 2000
*
----------------------------------
Ruth H. Quigley Trustee August 22, 2000
* By: /s/ CAROL F. RELIHAN
-----------------------------
Carol F. Relihan
Attorney-In-Fact
</TABLE>
<PAGE> 12
SIGNATURES
Pursuant to the Securities Act of 1933, as amended, Growth Portfolio 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, and
the State of Texas, on the 22nd day of August, 2000.
GROWTH PORTFOLIO
By: /s/ ROBERT H. GRAHAM
--------------------------
Robert H. Graham
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment on Form N-14 has been signed below by the following
persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ ROBERT H. GRAHAM
----------------------------------
Robert H. Graham President, Trustee and August 22, 2000
Chairman of the Board
(Principal Executive Officer)
/s/ DANA R. SUTTON
----------------------------------
Dana R. Sutton Vice President & Treasurer August 22, 2000
(Principal Financial and Accounting
Officer)
*
----------------------------------
C. Derek Anderson Trustee August 22, 2000
*
----------------------------------
Frank S. Bayley Trustee August 22, 2000
*
----------------------------------
Ruth H. Quigley Trustee August 22, 2000
* By: /s/ CAROL F. RELIHAN
-----------------------------
Carol F. Relihan
Attorney-In-Fact
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
12 Opinion of Kirkpatrick & Lockhart LLP as to tax matters
16 Powers of Attorney
</TABLE>
