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CLASS A, CLASS B AND CLASS C SHARES OF
AIM SMALL CAP GROWTH FUND
Supplement dated May 24, 2000
to the Prospectus dated May 1, 2000
At a meeting held on May 23-24, 2000, the Board of Trustees of AIM Growth Series
(the "Trust"), on behalf of AIM Small Cap Growth 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 Small Cap
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 September 2000 to vote on these and other proposals.
Only shareholders of record as of June 23, 2000 will be entitled to vote at the
meeting. Proposals that are approved are expected to become effective on or
about September 11, 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 May 24, 2000
to the Statement of Additional Information dated May 1, 2000,
At a meeting held on May 23-24, 2000, the Board of Trustees of AIM Growth Series
(the "Trust") voted to request shareholder approval to amend the fundamental
investment restrictions of AIM Small Cap Growth 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 September 1, 2000 to vote on these and other proposals.
Only shareholders of record as of June 23, 2000 will be entitled to vote at the
meeting. Proposals that are approved are expected to become effective on or
about September 11, 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.
(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
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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 Fund 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 Fund has this flexibility, the Board of Trustees has adopted
internal guidelines for Fund relating to certain of these restrictions which the
advisor must follow in managing the Fund. 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 Advised
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 Advised 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 not
purchase additional securities when any borrowings from banks
exceed 5% of the Fund's total assets.
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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 an AIM Advised 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.
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