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CLASS A, CLASS B AND CLASS C SHARES OF
AIM SMALL CAP GROWTH FUND
Supplement dated June 21, 2000
to the Prospectus dated May 1, 2000,
as supplemented May 24, 2000
This supplement supersedes and replaces in its entirety the supplement dated
May 24, 2000.
The following replaces in its entirety the information 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 portfolio, all of whom are officers of
A I M Capital Management, Inc., a wholly owned subsidiary of the
advisor, are
o Ryan E. Crane, Portfolio Manager, who has been responsible
for the fund since 1999 and has been associated with the
advisor and/or affiliates since 1994.
o Robert M. Kippes, Senior Portfolio Manager, who has been
responsible for the fund since 1998 and has been associated
with the advisor and/or its affiliates since 1989."
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 managers 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;
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- 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.
