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CLASS A, CLASS B AND CLASS C SHARES OF
AIM BASIC VALUE FUND
AIM SMALL CAP GROWTH FUND
(SERIES PORTFOLIOS OF AIM GROWTH SERIES)
Supplement dated September 11, 2000 to the
Statement of Additional Information dated May 1, 2000,
as supplemented May 24, 2000 and June 5, 2000
This supplement supersedes and replaces in its entirety the Supplements dated
May 24, 2000 and June 5, 2000.
Effective June 5, 2000, AIM Basic Value Fund ("Basic Value Fund") no longer
invests all of its investable assets in the Value Portfolio and will directly
invest in the securities in which it previously indirectly invested by virtue
of its interests in the Value Portfolio. Basic Value Fund's investment
strategies are the same as those which formerly applied to the Value Portfolio.
Effective September 11, 2000, AIM Small Cap Growth Fund ("Small Cap Fund" and
together with Basic Value Fund, the "Funds") no longer invests all of its
investable assets in the Small Cap Portfolio and will directly invest in the
securities in which it previously indirectly invested by virtue of its
interests in the Small Cap Portfolio. Small Cap Fund's investment strategies
are the same as those which formerly applied to the Small Cap Portfolio.
All references to "Portfolio" are deleted from this Statement of Additional
Information.
The following replaces in its entirety the first two paragraphs appearing under
the heading "SUBMISSION OF MATTERS TO SHAREHOLDERS" on page 1 of the Statement
of Additional Information:
"At meetings held on May 31, 2000, and September 1, 2000, Basic Value
Fund and Small Cap Fund's shareholders, respectively, approved
proposals to amend Basic Value Fund and Small Cap Fund's fundamental
investment restrictions. Effective June 5, 2000 and September 11,
2000, Basic Value Fund and Small Cap Fund, respectively, operate under
the following fundamental investment restrictions:"
The following replaces in its entirety the two paragraphs appearing underneath
item "(h)" on page 2 of the Statement of Additional Information:
"The investment restrictions set forth above provide each of the funds
with the ability to operate under new interpretations of the 1940 Act
or pursuant to exemptive relief from the SEC without receiving prior
shareholder approval of the change. Even though each of the Funds has
this flexibility, the Board of Trustees has adopted non-fundamental
restrictions for each of the Funds relating to certain of these
restrictions which the advisor must follow in managing the Funds. Any
changes to these non-fundamental restrictions, which are set forth
below, require the approval of the Board of Trustees.
NON-FUNDAMENTAL RESTRICTIONS
The following restrictions apply to each of the Funds. They may be
changed for any Fund without approval of that fund's voting
securities."
