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CLASS A, CLASS B AND CLASS C SHARES OF
AIM NEW PACIFIC GROWTH FUND
Supplement dated March 22, 2000
to the Prospectus dated May 3, 1999,
as supplemented February 11, 2000
The Board of Trustees of AIM Growth Series unanimously approved, on March
22, 2000, a Plan of Reorganization ("Plan") pursuant to which AIM New
Pacific Growth Fund ("New Pacific Growth Fund"), a series of AIM Growth
Series, would transfer substantially all of its assets to AIM Asian Growth
Fund ("Asian Growth Fund"), a series of AIM International Funds, Inc. As a
result of the transaction, shareholders of New Pacific Growth Fund would
receive shares of Asian Growth Fund in exchange for their shares of New
Pacific Growth Fund, and New Pacific Growth Fund would cease operations.
New Pacific Growth Fund and Asian Growth Fund have the same investment
objective. The investment objective of each Fund is to seek long-term
growth of capital.
The Plan requires approval of New Pacific Growth Fund shareholders and will
be submitted to the shareholders for their consideration at a meeting to be
held in May 2000. If the Plan is approved by shareholders of New Pacific
Growth Fund and certain conditions required by the Plan are satisfied, the
transaction is expected to become effective shortly thereafter.
Effective March 22, 2000, the following heading and paragraphs replace in
their entirety the heading and paragraphs appearing under the heading "Fund
Management - The Advisors" on page 4 of the Prospectus:
"THE ADVISOR
A I M Advisor, Inc. (the advisor) serves as the fund's
investment advisor. The advisor is located at 11 Greenway Plaza,
Suite 100, Houston, Texas 77046-1173. The advisor supervises all
aspects of the fund's operations and provides investment
advisory services to the fund, including obtaining and
evaluating economic, statistical and financial information to
formulate and implement investment programs for the fund.
The advisor has acted as an investment advisor since its
organization in 1976. Today, the advisor, together with its
subsidiaries, advises or manages over 120 investment portfolios,
including the fund, encompassing a broad range of investment
objectives."
Effective March 22, 2000, the following paragraph replaces in its entirety
the paragraph appearing under the heading "Fund Management - Portfolio
Managers" on page 4 of the Prospectus:
"The advisor uses a team approach to investment management. The
individual members of the team who are primarily responsible for
the day-to-day management of the fund's portfolio, all of whom
are officers of A I M Capital Management, Inc., a wholly owned
subsidiary of the advisor, are
o Shuxin Cao, Portfolio Manager, who has been responsible for
the fund since 2000 and has been associated with the
advisor and/or its affiliates since 1997. Prior to 1997,
Mr. Cao was an international equity analyst for Boatmen's
Trust Company.
o A. Dale Griffin, III, Senior Portfolio Manager, who has been
responsible for the fund since 2000 and has been associated
with the advisor and/or its affiliates since 1989.
o Barrett K. Sides, Portfolio Manager, who has been responsible
for the fund since 2000 and has been associated with the
advisor and/or its affiliates since 1990."
Effective April 28, 2000, Class A, Class B and Class C shares of the fund
will be closed to new investors.
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CLASS A, CLASS B AND CLASS C SHARES OF
AIM BASIC VALUE FUND
Supplement dated March 22, 2000
to the Prospectus dated May 3, 1999
as revised October 25, 1999 and supplemented February 11, 2000
and February 25, 2000
At a meeting held on March 14, 2000, the Board of Trustees of AIM Growth
Series (the "Trust"), on behalf of AIM Basic Value Fund (the "Fund"), voted
to request shareholders to approve certain proposals relating to the
restructuring of the Fund.
The Fund currently invests all of its investable assets in the Value
Portfolio (the "Portfolio"). The Board approved a restructuring of the Fund
which will eliminate the Fund's current master-feeder structure and cause
the Fund to redeem its interest in the Portfolio. The Portfolio will then
be terminated. The Fund's investment strategies will be the same as the
Portfolio's current investment strategies. The Fund's portfolio managers
will be the current portfolio mangers of the Portfolio. The Board is
requesting shareholder approval of the following items related to the
restructuring:
- A new advisory agreement between the Trust and A I M
Advisors, Inc. ("AIM"). The Board has concluded that
the terms of the new advisory agreement are
substantially the same as the advisory portion of the
current advisory agreement with the Portfolio, except:
(1) AIM would directly manage the Fund's investments
and would receive an annual fee for the investment
advisory services that it provides to the Fund at a
rate equal to the combined rate of the fee charged to
the Portfolio and the fee charged to the Fund for
administrative services; (2) the proposed advisory
agreement adds provisions relating to certain
functions that would be performed by AIM in connection
with the Fund's securities lending program and for
which AIM would receive compensation; and (3) the
proposed advisory agreement clarifies non-exclusivity
provisions that are set forth in the current advisory
agreement;
- Changing the Fund's fundamental investment
restrictions. The proposed revisions to the Fund's
fundamental investment restrictions are described in a
supplement to the Fund's statement of additional
information;
- Making the Fund's investment objective
non-fundamental. The investment objective would not be
changed. If the investment objective of the Fund
becomes non-fundamental, it can be changed in the
future by the Board of Trustees of the Trust without
further approval by shareholders.
The Board of Trustees of the Trust has called a meeting of the Fund's
shareholders to be held in May 2000 to vote on these and other proposals.
Only shareholders of record as of April 3, 2000 will be entitled to vote at
the meeting. Proposals that are approved are expected to become effective
on or about June 5, 2000.
The Board has also approved a new administrative services agreement between
AIM and the Fund. The administrative and accounting services to be provided
to the Fund are substantially the same services that AIM provides to the
Portfolio and the Fund under the current agreements.
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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 March 22, 2000
to the Statement of Additional Information dated May 3, 1999,
as supplemented September 13, 1999, October 6, 1999 and February 11, 2000
At a meeting held on March 14, 2000, the Board of Trustees of AIM Growth
Series (the "Trust") voted to request shareholder approval to amend the
fundamental investment restrictions of AIM Basic Value Fund (the "Fund"), a
series of the Trust. The Board of Trustees has called a meeting of the
Fund's shareholders to be held on or about May 31, 2000 to vote on these
and other proposals. Only shareholders of record as of April 3, 2000 will
be entitled to vote at the meeting. Proposals that are approved are
expected to become effective on or about June 5, 2000.
If shareholders approve the proposal to amend the Fund's fundamental
investment restrictions, the Fund will operate under the following
fundamental investment restrictions:
(a) The Fund is a "diversified company" as defined in the 1940
Act. The Fund will not purchase the securities of any
issuer if, as a result, the Fund would fail to be a
diversified company within the meaning of the 1940 Act,
and the rules and regulations promulgated thereunder, as
such statute, rules, and regulations are amended from
time to time or are interpreted from time to time by the
SEC staff (collectively, the 1940 Act laws and
interpretations) or except to the extent that the Fund
may be permitted to do so by exemptive order or similar
relief (collectively, with the 1940 Act laws and
interpretations, the 1940 Act laws, interpretations and
exemptions). In complying with this restriction, however,
the Fund may purchase securities of other investment
companies to the extent permitted by the 1940 Act laws,
interpretations and exemptions.
(b) The Fund may not borrow money or issue senior
securities, except as permitted by the 1940 Act laws,
interpretations and exemptions.
(c) The Fund may not underwrite the securities of other
issuers. This restriction does not prevent the Fund
from engaging in transactions involving the
acquisition, disposition or resale of its portfolio
securities, regardless of whether the Fund may be
considered to be an underwriter under the Securities
Act of 1933.
(d) The Fund will not make investments that will result in
the concentration (as that term may be defined or
interpreted by the 1940 Act laws, interpretations and
exemptions) of its investments in the securities of
issuers primarily engaged in the same industry. This
restriction does not limit the Fund's investment in
(i) obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities or (ii)
tax-exempt obligations issued by government or
political subdivisions of governments. In complying
with this restriction, the Fund will not consider a
bank-issued guaranty or financial guaranty insurance
as a separate security.
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(e) The Fund may not purchase real estate or sell real
estate unless acquired as a result of ownership of
securities or other instruments. This restriction does
not prevent the Fund from investing in issuers that
invest, deal, or otherwise engage in transactions in
real estate or interests therein, or investing in
securities that are secured by real estate or
interests therein.
(f) The Fund may not purchase physical commodities or sell
physical commodities unless acquired as a result of
ownership of securities or other instruments. This
restriction does not prevent the Fund from engaging in
transactions involving futures contracts and options
thereon or investing in securities that are secured by
physical commodities.
(g) The Fund may not make personal loans or loans of its
assets to persons who control or are under the common
control with the Fund, except to the extent permitted
by 1940 Act laws, interpretations and exemptions. This
restriction does not prevent the Fund from, among
other things, purchasing debt obligations, entering
into repurchase agreements, loaning its assets to
broker-dealers or institutional investors, or
investing in loans, including assignments and
participation interests.
(h) The Fund may, notwithstanding any other fundamental
investment policy or limitation, invest all of its
assets in the securities of a single open-end
management investment company with substantially the
same fundamental investment objectives, policies and
restrictions as the Fund.
The investment restrictions set forth above provide 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 the Funds have this flexibility, the Board of
Trustees has adopted internal guidelines for each Fund relating to certain
of these restrictions which the advisor must follow in managing the Funds.
Any changes to these guidelines, which are set forth below, require the
approval of the Board of Trustees.
If the shareholders approve the proposal to amend the Fund's
non-fundamental investment restrictions, the Fund will operate under the
following non-fundamental investment restrictions:
1. In complying with the fundamental restriction regarding
issuer diversification, the Fund will not, with respect
to 75% of its total assets, purchase the securities of
any issuer (other than securities issued or guaranteed by
the U.S. Government or any of its agencies or
instrumentalities), if, as a result, (i) more than 5% of
the Fund's total assets would be invested in the
securities of that issuer, or (ii) the Fund would hold more
than 10% of the outstanding voting securities of that
issuer. The Fund may (i) purchase securities of other
investment companies as permitted by Section 12(d)(1) of
the 1940 Act and (ii) invest its assets in securities of
other money market funds and lend money to other
investment companies and their series portfolios that
have AIM or an affiliate of AIM as an investment advisor
(an AIM Fund), subject to the terms and conditions of any
exemptive orders issued by the SEC.
2. In complying with the fundamental restriction
regarding borrowing money and issuing senior
securities, the Fund may borrow money in an amount not
exceeding 33 1/3% of its total assets (including the
amount borrowed) less liabilities (other than
borrowings). The Fund may borrow from banks,
broker-dealers or an AIM Fund. The Fund may not borrow
for leveraging, but may borrow for temporary or
emergency purposes, in anticipation of or in response
to adverse market conditions, or for cash management
purposes. The Fund may
<PAGE> 5
not purchase additional securities when any borrowings
from banks exceed 5% of the Fund's total assets.
3. In complying with the fundamental restriction
regarding industry concentration, the Fund may invest
up to 25% of its total assets in the securities of
issuers whose principal business activities are in the
same industry.
4. In complying with the fundamental restriction with
regard to making loans, the Fund may lend up to 33
1/3% of its total assets and may lend money to another
AIM Fund, on such terms and conditions as the SEC may
require in an exemptive order.
5. Notwithstanding the fundamental restriction with
regard to investing all assets in an open-end fund,
the Fund may not invest all of its assets in the
securities of a single open-end management investment
company with the same fundamental investment
objectives, policies and restrictions as the Fund.
If a percentage restriction is adhered to at the time of investment, a
later change in percentage resulting from changes in values of assets will
not be considered a violation of the restriction.
