AIM ADVISOR FUNDS INC, 485BPOS, 1999-06-25

AIM ADVISOR FUNDS INC
485BPOS, 1999-06-25

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<PAGE> 1

As filed with the Securities and Exchange Commission on June 25, 1999.

Securities Act of 1933 Registration No. 333-75513

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-effective Amendment No. ____ Post-effective Amendment No. 1
(Check appropriate box or boxes)

AIM ADVISOR FUNDS, INC.

-----------------------------------------
(Exact Name of Registrant as Specified in Charter)

11 Greenway Plaza
Suite 100
Houston, TX 77046

------------------------------------------
(Address of Principal Executive Offices)
Registrant's Telephone Number: (713)626-1919

Name and Address of Agent for Service: Copy to:

CAROL F. RELIHAN, ESQUIRE THOMAS H. DUNCAN, ESQUIRE
A I M Advisors, Inc. Ballard Spahr Andrews & Ingersoll, LLP
11 Greenway Plaza 1225 17th Street
Suite 100 Suite 2300
Houston, TX 77046 Denver, CO 80202

Approximate Date of Proposed Public Offering: As soon as practicable
after the 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 due in reliance on Section 24(f) of the Investment
Company Act of 1940.

<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 Ballard Spahr Andrews & Ingersoll, LLP, supporting
the tax matters and consequences to shareholders discussed on the prospectus
previously filed under Registration No. 2-87377. This Post-effective Amendment
consists of the facing page, this page, Item 15 and 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 15. Indemnification

Section 2-418 of the General Corporation Law of the State of Maryland,
Article VI of the Registrant's Charter, Article VII of the Registrant's
By-Laws and the Investment Advisory Agreement filed as Exhibit 5(b),
provide, or will provide, for indemnification.

The Registrant's Articles of Incorporation (Article VI) provide that
the Registrant shall indemnify (a) its directors to the fullest extent
permitted by law now or hereafter in force, including the advance of
expenses under the procedures provided under such laws; (b) its
officers to the same extent it shall indemnify its directors; and (c)
its officers who are not directors to such further extent as shall be
authorized by the Board of Directors and be consistent with law,
provided, however, that such indemnification shall not be construed to
protect any director or officer against any liability to which such
director or officer would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of his or her office.

The Registrant's By-laws (Article VII) provide that the Registrant
shall indemnify any director and/or officer who was or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he is or was a director or officer of the
Registrant, or is or was serving at the request of the Registrant as a
director or officer of another corporation, partnership, joint venture,
trust or other enterprise, against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding to the maximum extent permitted by law.

With respect to indemnification of officers and directors, Section
2-418 of the Maryland General Corporation Law provides that a
corporation may indemnify any director who is made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action
by or in the right of the Registrant) by reason of service in that
capacity, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement and expenses actually and reasonably incurred by him in
connection with such action, suit or proceeding unless (1) it is
established that the act or omission of the director was material to
the matter giving rise to the proceeding, and (a) was committed in bad
faith or (b) was the result of active and deliberate dishonesty; or (2)
the director actually received an improper personal benefit of money,
property, or services; or (3) in the case of any criminal action or
proceeding, had reasonably cause to believe that the act or omission
was unlawful. A court of appropriate jurisdiction may, however, except
in proceedings by or in the right of the Registrant or in which
liability has been adjudged by reason of the person receiving an
improper personal benefit, order such indemnification as the court
shall deem proper if it determines that the director is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not the director has met the requisite
standards of conduct. Under Section 2-418, the Registrant shall also
indemnify officers, employees, and agents of the Registrant to the same
extent that it shall indemnify directors, and officers, employees and
agents who are not directors to such further extent, consistent with
law, as may be provided by general or specific action of the Board of
Directors or contract. Pursuant to Section 2-418 of the Maryland
General Corporation Law, the termination of any action, suit or
proceeding by judgment, order or settlement does not create a
presumption that the person did not meet the requisite standard of
conduct required by Section 2-418. The termination of any action, suit
or proceeding by conviction, or a plea of nolo contendere or its
equivalent, or an entry of an order of probation prior to judgment,
creates a rebuttable presumption that the person did not meet the
requisite standard of conduct.

Insofar as indemnification for liability arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that, in the
opinion of the Securities and Exchange Commission, such

<PAGE> 4

indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue. Insurance coverage is
provided under a joint Mutual Fund & Investment Advisory Professional
and Directors & Officers Liability Policy, issued by ICI Mutual
Insurance Company, with a $35,000,000 limit of liability.

Item 16. Exhibits.

1 (a) Amended and Restated Articles of Incorporation dated March 7,
1995, previously filed with Post-Effective Amendment No. 24 to
the Registrant's Registration Statement on May 1, 1995, were
filed electronically as an Exhibit to Registrant's
Post-Effective Amendment No. 33 on December 30, 1997, and are
incorporated by reference herein.

(b) Articles of Amendment to the Articles of Incorporation, as
filed with the State Department of Assessments and Taxation of
the State of Maryland on January 16, 1996, filed on EDGAR with
Post-Effective Amendment No. 26 on April 22, 1996, and are
incorporated by reference herein.

(c) Articles Supplementary, dated February 14, 1996, to the
Articles of Incorporation were filed electronically as an
Exhibit with the Registrant's Post-Effective Amendment No. 34
on February 24, 1998, and are incorporated by reference
herein.

(d) Articles Supplementary to the Articles of Incorporation dated
August 13, 1996, were filed electronically as an Exhibit with
the Registrant's Post-Effective Amendment No. 34 on February
24, 1998, and are incorporated by reference herein.

(e) Articles Supplementary, dated September 29, 1997, to the
Articles of Incorporation were filed electronically as an
Exhibit to Registrant's Post-Effective Amendment No. 33 on
December 30, 1997, and are incorporated by reference herein.

2 (a) By-Laws of Registrant, as amended, previously filed with
Post-Effective Amendment No. 24 to the Registrant's
Registration Statement on May 1, 1995, was filed on EDGAR with
Post-Effective Amendment No. 31 on April 30, 1997.

(b) Amended and Restated Bylaws of Registrant, dated September 20,
1997, was filed electronically as an Exhibit to Registrant's
Post-Effective Amendment No. 33 on December 30, 1997, and is
incorporated by reference herein.

3 Voting Trust Agreements - None.

4 A copy of the form of the Plan of Reorganization for MultiFlex
Fund was filed electronically as Appendix I to the Combined
Proxy Statement and Prospectus contained in the Registration
Statement on Form N-14 filed on April 1, 1999, and is
incorporated by reference herein.

5 Instruments defining rights of security holders - None.

6 (a) Investment Advisory Agreement between Registrant and INVESCO
Services, Inc. dated as of February 28, 1997 was filed on
EDGAR with Post-Effective Amendment No. 31 on April 30, 1997.

(b) Investment Advisory Agreement between Registrant and A I M
Advisors, Inc. dated August 4, 1997, was filed electronically
as an Exhibit to Registrant's Post-Effective Amendment No. 33
on December 30, 1997, and is incorporated by reference herein.

<PAGE> 5

Item 16. Exhibits.

(c) Sub-Advisory Agreement between INVESCO Services, Inc. and
INVESCO Capital Management, Inc. dated as of February 28,
1997, was filed on EDGAR with Post-Effective Amendment No. 31
on April 30, 1997.

(d) Sub-Advisory Agreement between A I M Advisors, Inc. and
INVESCO Capital Management, Inc. dated August 4, 1997, was
filed electronically as an Exhibit to Registrant's
Post-Effective Amendment No. 33 on December 30, 1997, and is
incorporated by reference herein.

(e) Sub-Advisory Agreement between INVESCO Services, Inc. and
INVESCO Management & Research, Inc. dated as of February 28,
1997 was filed on EDGAR with Post-Effective Amendment No. 31
on April 30, 1997.

(f) Sub-Advisory Agreement between A I M Advisors, Inc. and
INVESCO Management & Research, Inc. dated August 4, 1997, was
filed electronically as an Exhibit to Registrant's
Post-Effective Amendment No. 33 on December 30, 1997, and is
incorporated by reference herein.

(g) Sub-Advisory Agreement between INVESCO Services, Inc. and
INVESCO Realty Advisors, Inc. dated as of February 28, 1997
was filed on EDGAR with Post-Effective Amendment No. 31 on
April 30, 1997.

(h) Sub-Advisory Agreement between A I M Advisors, Inc. and
INVESCO Realty Advisors, Inc. dated August 4, 1997, was filed
electronically as an Exhibit to Registrant's Post-Effective
Amendment No. 33 on December 30, 1997, and is incorporated by
reference herein.

(i) Sub-Advisory Agreement between A I M Advisors, Inc. and
INVESCO Global Asset Management, Inc. dated August 4, 1997,
was filed electronically as an Exhibit with Registrant's
Post-Effective Amendment No. 34 on February 24, 1998, and is
incorporated by reference herein.

(j) Foreign Country Selection and Mandatory Securities Depository
Responsibilities Delegation Agreement, dated September 9,
1998, by and between A I M Advisors, Inc. and the Registrant,
was filed electronically as an Exhibit to Registrant's
Post-Effective Amendment No. 35 on February 16, 1999, and is
hereby incorporated by reference herein.

(k) Amendment No. 1, dated September 28, 1998 to the Foreign
Country Selection and Mandatory Securities Depository
Responsibilities Delegation Agreement, dated September 9,
1998, by and between A I M Advisors, Inc. and the Registrant,
was filed electronically as an Exhibit to Registrant's
Post-Effective Amendment No. 35 on February 16, 1999, and is
hereby incorporated by reference herein.

(l) Amendment No. 2, dated December 14, 1998, to the Foreign
Country Selection and Mandatory Securities Depository
Responsibilities Delegation Agreement, dated September 9,
1998, by and between A I M Advisors, Inc. and the Registrant,
was filed electronically as an Exhibit to Registrant's
Post-Effective Amendment No. 35 on February 16, 1999, and is
hereby incorporated by reference herein.

(m) Amendment No. 3, dated December 22, 1998, to the Foreign
Country Selection and Mandatory Securities Depository
Responsibilities Delegation Agreement, dated September 9,
1998, by and between A I M Advisors, Inc. and the Registrant,
was filed electronically as an Exhibit to Registrant's
Post-Effective Amendment No. 35 on February 16, 1999, and is
hereby incorporated by reference herein.

<PAGE> 6

Item 16. Exhibits.

(n) Amendment No. 4, dated January 26, 1999, to the Foreign
Country Selection and Mandatory Securities Depository
Responsibilities Delegation Agreement, dated September 9,
1998, by and between A I M Advisors, Inc. and the Registrant,
was filed electronically as an Exhibit to Registrant's
Post-Effective Amendment No. 35 on February 16, 1999, and is
hereby incorporated by reference herein.

(o) Amendment No. 5, dated March 1, 1999, to the Foreign Country
Selection and Mandatory Securities Depository Responsibilities
Delegation Agreement, dated September 9, 1998, by and between
A I M Advisors, Inc. and the Registrant, was filed
electronically as an Exhibit to Registrant's Post-Effective
Amendment No. 35 on February 16, 1999, and is hereby
incorporated by reference herein.

7 (a) Distribution Agreement between Registrant and INVESCO
Services, Inc., dated as of February 28, 1997 was filed on
EDGAR with Post-Effective Amendment No. 31 on April 30, 1997.

(b) Distribution Agreement between Registrant and A I M
Distributors, Inc. dated August 4, 1997, was filed
electronically as an Exhibit to Registrant's Post-Effective
Amendment No. 33 on December 30, 1997, and is incorporated by
reference herein.

(c) Master Distribution Agreement between Registrant and A I M
Distributors, Inc. (relating to Class B shares) was filed
electronically as an Exhibit to Registrant's Post-Effective
Amendment No. 35 on February 16, 1999 and is incorporated by
reference herein.

(d) Form of Selected Dealer Agreement between A I M Distributors,
Inc. and selected dealers was filed electronically as an
Exhibit to Registrant's Post-Effective Amendment No. 35 on
February 16, 1999 and is incorporated by reference herein.

(e) Form of Bank Selling Group Agreement between A I M
Distributors, Inc. and banks was filed electronically as an
Exhibit to Registrant's Post-Effective Amendment No. 35 on
February 16, 1999 and is incorporated by reference herein.

8 (a) Defined Benefit Deferred Compensation Plan for Non-Interested
Directors and Trustees was filed on EDGAR with Post-Effective
Amendment No. 31 on April 30, 1997.

(b) Form of Deferred Compensation Agreement for Registrant's
Non-Affiliated Directors for Non-Interested Directors and
Trustees was filed electronically as an Exhibit to
Post-Effective Amendment No. 32 on June 9, 1997 and is hereby
incorporated by reference.

(c) Form of Deferred Compensation Agreement for Registrant's
Non-Affiliated Directors was filed electronically as an
Exhibit with Registrant's Post-Effective Amendment No. 34 on
February 24, 1998, and is incorporated by reference herein.

(d) Retirement Plan for Registrant's Non-Affiliated Directors
effective as of March 8, 1994 as restated September 18, 1997
was filed electronically as an Exhibit to Post-Effective
Amendment No. 32 on June 9, 1997 and is hereby incorporated by
reference.

9 (a) Form of Custodian Agreement between Registrant and United
Missouri Bank of Kansas City, N.S., dated as of November 1,
1993, was previously filed with Post-Effective Amendment No.
20 to the Registrant's Registration Statement on September 10,
1993. Custodian Agreement between Registrant and United
Missouri Bank of Kansas City, N.S., dated as of November 1,
1993, was previously filed with Post-Effective Amendment No.
22 to the Registrant's Registration Statement on April 28,
1994. Form of Custodian Agreement between Registrant and
United Missouri Bank of Kansas City, N.S., dated May 1, 1995,
was previously filed with Post-Effective Amendment No. 24 to
the Registrant's Registration Statement on May 1, 1995, and
filed on EDGAR with Post-Effective Amendment No. 26 on April
22, 1996.

<PAGE> 7

Item 16. Exhibits.

(b) Custodian Contract, dated August 4, 1997, between Registrant
and State Street Bank and Trust Company was filed
electronically as an Exhibit with Registrant's Post-Effective
Amendment No. 34 on February 24, 1998, and is incorporated by
reference herein.

(c) Amendment to Custodian Contract dated September 9, 1998,
between Registrant and State Street Bank and Trust Company was
filed electronically as an Exhibit to Registrant's
Post-Effective Amendment No. 35 on February 16, 1999 and is
incorporated by reference herein.

10 (a) Plan and Agreement of Distribution pursuant to Rule 12b-1
between the Registrant and INVESCO Services, Inc., dated as of
January 1, 1997 was filed on EDGAR with Post- Effective
Amendment No. 31 on April 30, 1997.

(b) Plan and Agreement of Distribution pursuant to Rule 12b-1
between the Registrant (on behalf of Class A and Class C
shares) and A I M Distributors, Inc. dated August 4, 1997, was
filed electronically as an Exhibit to Registrant's
Post-Effective Amendment No. 33 on December 30, 1997, and is
incorporated by reference herein.

(c) Master Distribution Plan of the Registrant (on behalf of Class
B shares) was filed electronically as an Exhibit to
Registrant's Post-Effective Amendment No. 35 on February 16,
1999, and is incorporated by reference herein.

(d) Form of Shareholder Service Agreement to be used in connection
with Registrant's Master Distribution Plan was filed
electronically as an Exhibit to Registrant's Post-Effective
Amendment No. 35 on February 16, 1999, and is incorporated by
reference herein.

(e) Form of Bank Shareholder Service Agreement to be used in
connection with Registrant's Master Distribution Plan was
filed electronically as an Exhibit to Registrant's
Post-Effective Amendment No. 35 on February 16, 1999, and is
incorporated by reference herein.

(f) Form of Variable Group Annuity Contractholder Service
Agreement to be used in connection with Registrant's Master
Distribution Plan was filed electronically as an Exhibit to
Registrant's Post-Effective Amendment No. 35 on February 16,
1999, and is incorporated by reference herein.

(g) Form of Agency Pricing Agreement was filed electronically as
an Exhibit to Registrant's Post-Effective Amendment No. 35 on
February 16, 1999, and is incorporated by reference herein.

(h) Form of Service Agreement of Bank Trust Departments and for
Brokers for Bank Trust Departments to be used in connection
with Registrant's Master Distribution Plan was filed
electronically as an Exhibit to Registrant's Post-Effective
Amendment No. 35 on February 16, 1999, and is incorporated by
reference herein.

11 Opinion and consent of Ballard Spahr Andrews & Ingersoll, LLP,
as to the legality of the securities being registered was
filed as an Exhibit to the Registration Statement on Form N-14
filed April 1, 1999, and is hereby incorporated by reference.

12 Opinion and consent of Ballard Spahr Andrews & Ingersoll, LLP,
supporting the tax matters and consequences to shareholders
discussed in the Combined Proxy Statement and Prospectus is
filed herewith electronically.

13 (a) Operating Services Agreement between Registrant and INVESCO
Services, Inc., dated as of February 28, 1997 was filed on
EDGAR with Post-Effective Amendment No. 31 on April 30, 1997.

(b) Operating Services Agreement between Registrant and A I M
Advisors, Inc. dated August 4, 1997, was filed electronically
as an Exhibit to Registrant's Post-Effective Amendment No. 33
on December 30, 1997, and is incorporated by reference herein.

<PAGE> 8

Item 16. Exhibits.

(c) Transfer Agency and Service Agreement between Registrant, A I
M Advisors, Inc. and A I M Fund Services, Inc. dated August 4,
1997, was filed electronically as an Exhibit to Registrant's
Post-Effective Amendment No. 33 on December 30, 1997, and is
incorporated by reference herein.

(d) Remote Access and Related Services Agreement, dated as of
December 23, 1994, between the Registrant and The Shareholder
Services Group, Inc. was filed electronically as an Exhibit
with Registrant's Post-Effective Amendment No. 34 on February
24, 1998, and is incorporated by reference herein.

(e) Amendment No. 1, dated October 4, 1995, to the Remote Access
and Related Services Agreement, dated December 23, 1994,
between Registrant and First Data Investor Services Group,
Inc. (formerly The Shareholder Services Group, Inc.) was filed
electronically as an Exhibit with Registrant's Post-Effective
Amendment No. 34 on February 24, 1998, and is incorporated by
reference herein.

(f) Addendum No. 2, dated October 12, 1995, to the Remote Access
and Related Services Agreement, dated December 23, 1994,
between Registrant and First Data Investor Services Group,
Inc. was filed electronically as an Exhibit with Registrant's
Post-Effective Amendment No. 34 on February 24, 1998, and is
incorporated by reference herein.

(g) Amendment No. 3, dated as of February 1, 1997, to the Remote
Access and Related Services Agreement, dated December 23,
1994, between the Registrant and First Data Investor Services
Group, Inc. was filed electronically as an Exhibit with
Registrant's Post-Effective Amendment No. 34 on February 24,
1998, and is incorporated by reference herein.

(h) Exhibit 1, effective as of August 4, 1997, to the Remote
Access and Related Services Agreement, dated December 23,
1994, between the Registrant and First Data Investor Services
Group, Inc. was filed electronically as an Exhibit with
Registrant's Post-Effective Amendment No. 34 on February 24,
1998, and is incorporated by reference herein.

(i) Preferred Registration Technology Escrow Agreement, dated
September 10, 1997, between Registrant and First Data Investor
Services Group, Inc., was filed electronically as an Exhibit
with Registrant's Post-Effective Amendment No. 34 on February
24, 1998, and is incorporated by reference herein.

(j) Amendment No. 4, dated as of June 30, 1998, to the Remote
Access and Related Services Agreement, dated December 23,
1994, between the Registrant and First Data Investor Services
Group, Inc. was filed electronically as an Exhibit to
Registrant's Post-Effective Amendment No. 35 on February 16,
1999, and is incorporated by reference herein.

(k) Amendment No. 5, dated July 1, 1998, to the Remote Access and
Related Services Agreement, dated December 23, 1994, between
the Registrant and First Data Investor Services Group, Inc.
was filed electronically as an Exhibit to Registrant's
Post-Effective Amendment No. 35 on February 16, 1999, and is
incorporated by reference herein.

14 (a) Consent of KPMG LLP was filed electronically as an Exhibit to
the Registration Statement on Form N-14 filed on April 1,
1999, and is hereby incorporated by reference.

(b) Consent of PricewaterhouseCoopers LLP was filed electronically
as an Exhibit to the Registration Statement on Form N-14 filed
on April 1, 1999, and is hereby incorporated by reference.

15 None.

16 Powers of Attorney

17 (a) Form of Proxy was filed electronically as an Exhibit to the
Registration Statement on Form N-14 filed on April 1,
1999, and is hereby incorporated by reference.

(b) Prospectus of AIM Advisor MultiFlex Fund was filed
electronically as an Exhibit to the Registration Statement on
Form N-14 filed on April 1, 1999, and is hereby incorporated
by reference.

<PAGE> 9

Item 17. Undertakings

None.

<PAGE> 10
SIGNATURES

Pursuant to the Securities Act of 1933, 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 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, State of Texas, on
the 25 day of June, 1999.

AIM ADVISOR FUNDS, INC.
Registrant

By: /s/ ROBERT H. GRAHAM
-------------------------------
Robert H. Graham
President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form N-14 has been signed below by the following persons on the 25
day of June, 1999 in the capacities and on the dates indicated.

SIGNATURE TITLE DATE

/s/ CHARLES T. BAUER Chairman & Director June 25, 1999
- ---------------------------
Charles T. Bauer

/s/ ROBERT H. GRAHAM Director & President June 25, 1999
- ---------------------------
Robert H. Graham

* Director June 25, 1999
- ---------------------------
Bruce L. Crockett

* Director June 25, 1999
- ---------------------------
Owen Daly II

* Director June 25, 1999
- ---------------------------
Prema Mathai-Davis

* Director June 25, 1999
- ---------------------------
Edward K. Dunn, Jr.

* Director June 25, 1999
- ---------------------------
Jack Fields

* Director June 25, 1999
- ---------------------------
Carl Frischling

* Director June 25, 1999
- ---------------------------
Lewis F. Pennock

* Director June 25, 1999
- ---------------------------
Louis Sklar

/s/ DANA R. SUTTON Vice President & June 25, 1999
- --------------------------- Treasurer (Principal
Dana R. Sutton Financial Officer)

By: /s/ CAROL F. RELIHAN *
---------------------
Carol F. Relihan
Attorney-In-Fact

<PAGE> 11

EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit No. Description
- ----------- -----------
<S> <C>
12. Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to tax matters

16. Powers of Attorney

</TABLE>

<PAGE> 1
EXHIBIT 12

June 21, 1999

AIM Advisor Funds, Inc.
11 Greenway Plaza
Suite 100
Houston, TX 77046-1173

RE: FEDERAL INCOME TAX CONSEQUENCES OF THE
REORGANIZATION OF AIM ADVISOR MULTIFLEX FUND

Ladies and Gentlemen:

You have requested our opinion regarding certain United States
federal income tax consequences in connection with the transfer of the property,
assets, and goodwill of AIM Advisor MultiFlex Fund ("MultiFlex Fund"), an
investment portfolio of AIM Advisor Funds, Inc. ("AAF"), a Maryland corporation,
to AIM Advisor Flex Fund ("Flex Fund"), also an investment portfolio of AAF, in
exchange solely for shares of the voting common stock of Flex Fund ("Flex Fund
Shares") issued by AAF directly to MultiFlex Fund shareholders and for Flex
Fund's assumption of MultiFlex Fund's liabilities, and the termination of
MultiFlex Fund as a designated series of shares of AAF all pursuant to the Plan
of Reorganization approved and adopted by the Board of Directors of AAF on March
11, 1999 (the "Plan") (the transaction in its entirety being hereinafter
referred to as the "Reorganization"). Capitalized terms used in this letter
without definition shall have the meanings given them in the Plan.

<PAGE> 2

AIM Advisor Funds, Inc.
June 21, 1999
Page 2

For purposes of this opinion, we have examined and relied upon the
accuracy and completeness of the facts, information, covenants, statements and
representations contained in originals or copies of the Plan, the exhibits
attached thereto, the Registration Statement on Form N-14 filed by AAF on April
1, 1999 with the Securities and Exchange Commission, and such other documents
and instruments as we have deemed necessary or appropriate. In our examination
of the foregoing materials, we have assumed the genuineness of all signatures,
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals and the conformity to the original documents of all documents
submitted to us as copies. We have assumed that such documents reflect all the
material facts relating to the Reorganization. In addition, we have assumed that
the Reorganization will be consummated in accordance with the terms of such
documents and that none of the material terms and conditions contained therein
will have been waived or modified prior to the consummation of the
Reorganization.

In rendering this opinion, we are relying upon the representations and
warranties made by AAF in the Plan as well as on a letter of representation of
even date that we have received from an officer of AAF, a copy of which is
attached as Exhibit A hereto. We have not been asked to, nor have we undertaken
to, verify the accuracy of these and other representations made to us. In this
regard, we have assumed that any representation made "to the best of knowledge",
"to the knowledge" or similarly qualified is correct without such qualification.
As to all matters in which a person making a representation has represented that
such person either is not a party to, does not have, or is not aware of, any
plan or intention, understanding or agreement, we have likewise assumed that
there is in fact no such plan, intention, understanding, or agreement.

Based upon and subject to the foregoing, it is our opinion that, for
federal income tax purposes:

i. The completion of the Reorganization, as set forth
and provided in the Plan, will constitute a "reorganization"
within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), and MultiFlex Fund and
Flex Fund will each be "a party to a reorganization" within
the meaning of Section 368(b) of the Code.

ii. In accordance with Sections 361(a), 361(c)(1) and
357(a) of the Code, no gain or loss will be recognized by
MultiFlex Fund upon the reclassification of its shares and the
attribution of its assets and liabilities

<PAGE> 3

AIM Advisor Funds, Inc.
June 21, 1999
Page 3

to Flex Fund solely in exchange for the issuance of Flex Fund
Shares in the Reorganization, and upon the direct issuance of
such Flex Fund Shares to MultiFlex Fund shareholders.

iii. In accordance with Section 1032 of the Code, no gain
or loss will be recognized by Flex Fund upon the receipt of
the assets of MultiFlex Fund in exchange for the direct
issuance of Flex Fund Shares to MultiFlex Fund shareholders in
the Reorganization.

iv. In accordance with Section 354(a)(1) of the Code, no
gain or loss will be recognized by any MultiFlex Fund
shareholder to the extent such shareholder receives Flex Fund
Shares in exchange for MultiFlex Fund Shares.

v. In accordance with Section 362(b) of the Code, the
basis to Flex Fund of the assets of MultiFlex Fund acquired in
connection with the Reorganization will, in each instance, be
the same as the basis of such assets in the hands of MultiFlex
Fund immediately prior to the Effective Time.

vi. In accordance with Section 358(a) of the Code, the
basis of Flex Fund Shares received by a MultiFlex Fund
shareholder in connection with the Reorganization will, in the
aggregate, be the same as the basis, in the aggregate, of
MultiFlex Fund Shares surrendered by such shareholder in
exchange therefor.

vii. In accordance with Section 1223(2) of the Code, the
holding period of the assets received by Flex Fund in the
Reorganization will be determined by including the period for
which such assets were held by MultiFlex Fund.

viii. In accordance with Section 1223(1) of the Code, the
holding period of Flex Fund Shares received by a MultiFlex
Fund shareholder in the Reorganization will be determined by
including such shareholder's holding period for MultiFlex Fund
Shares exchanged therefor, provided that such

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AIM Advisor Funds, Inc.
June 21, 1999
Page 4

MultiFlex Fund Shares were held by such shareholder as capital
assets as of the Effective Date.

We express no opinion as to the tax consequences of the Reorganization
except as expressly set forth above, or as to any transaction except the
Reorganization. We also note that certain MultiFlex Fund shareholders may be
subject to special rules because of their particular federal income tax status
and that the tax consequences of the Reorganization to such shareholders may
accordingly differ from the ones of general application that are described
above. This opinion is intended to satisfy the condition precedent to the
Reorganization set forth in Section 5(f) of the Plan, is being furnished to you
solely for that purpose, and may not be relied upon by any other person without
our express written consent.

Our opinion is based upon the Code, Treasury regulations (proposed,
temporary and final) promulgated thereunder, judicial decisions, interpretative
rulings of the Internal Revenue Service and such other authorities as we have
considered relevant, all as in effect on the date hereof. All such legal
authorities are subject to change, either prospectively or retroactively. We are
not undertaking hereby any obligation to advise you of any changes in the
applicable law subsequent to the date hereof, even if such changes materially
affect the tax consequences of the Reorganization that are set forth above.

If any of the facts, assumptions or representations on which our
opinion is based is incorrect, we expect you to advise us so that we may
consider the effect, if any, on our opinion.

Our opinion has no binding effect on the Internal Revenue Service or
the courts of any jurisdiction. No assurance can accordingly be given that, if
the matter were contested, a court would agree with the legal conclusions set
forth above.

Sincerely,

/s/ BALLARD SPAHR ANDREWS &
INGERSOLL, LLP

<PAGE> 5
EXHIBIT A

[LETTERHEAD OF AIM ADVISOR FUNDS, INC.]

June 21, 1999

Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51st Floor
Philadelphia, PA 19103-7599

RE: REORGANIZATION OF AIM ADVISOR MULTIFLEX FUND

Ladies and Gentlemen:

Your opinion has been requested as to certain federal income tax matters in
connection with the proposed transaction (the "Reorganization") contemplated by
the Plan of Reorganization (the "Plan") approved and adopted by the Board of
Directors of AIM Advisor Funds, Inc. ("AAF") on March 11, 1999 on behalf of AIM
Advisor MultiFlex Fund ("MultiFlex Fund") and AIM Advisor Flex Fund ("Flex
Fund"), each of which are investment portfolios of AAF representing separate
series of shares of the capital stock of AAF. The Reorganization is described
in the Plan and in the Registration Statement of AAF on Form N-14 filed with
the Securities and Exchange Commission on or about April 1, 1999. Unless
otherwise defined, all capitalized terms in this letter have the meanings set
forth in the Plan.

In order to assist you in rendering your opinion, we are furnishing the
following representations in connection with the Reorganization:

1. Each of the representations and warranties
provided by AAF in Article 6 with respect to
MultiFlex Fund and in Article 7 with respect to
Flex Fund

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Ballard Spahr Andrews & Ingersoll, LLP
June 21, 1999
Page 2

is and has been true and correct at all times
from the date of the Plan up to and including
the date hereof.

2. None of the representations, warranties, covenants, or conditions that
are contained in the Plan will have been waived or modified as of the Effective
Time by AAF on behalf of MultiFlex Fund or of Flex Fund.

3. The fair market value of the Flex Fund shares received by each
MultiFlex Fund shareholder will be approximately equal to the fair market value
of the MultiFlex Funds shares surrendered in the exchange.

4. The Flex Fund Shares received by MultiFlex Fund shareholders constitute
voting stock within the meaning of Sections 368(a)(1)(C) and 368(a)(2)(B) of
the Internal Revenue Code of 1986, as amended (the "Code").

5. No consideration other than Class A shares, Class B shares and Class C
shares of Flex Fund is being given to MultiFlex Fund shareholders in connection
with the Reorganization.

6. During the five-year period ending on the Closing Date, neither
MultiFlex Fund nor any person related to MultiFlex Fund (as defined in section
1.368-1(e)(3) of the Income Tax Regulations without regard to section
1.368-1(e)(3)(i)(A)) will have directly or through any transaction, agreement,
or arrangement with any other person, (i) acquired shares of MultiFlex Fund for
consideration other than shares of MultiFlex Fund, except for shares redeemed
in the ordinary course of MultiFlex Fund's business as an open-end investment
company as required by the 1940 Act, or (ii) made distributions with respect to
MultiFlex Fund shares, except for (a) distributions necessary to satisfy the
requirements of sections 852 and 4982 of the Code for qualification as a
"regulated investment company" ("RIC") and avoidance of excise tax liability
and (b) additional distributions, to the extent such additional distributions
do not exceed 50 percent of the value (without giving effect to such
distributions) of the proprietary interest in MultiFlex Fund as of the
Effective Time.

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Ballard Spahr Andrews & Ingersoll, LLP
June 21, 1999
Page 3

7. Prior to or in the Reorganization, neither Flex Fund nor any person
related to Flex Fund (for purposes of this paragraph, as defined in section
1.368-1(e)(3) of the Income Tax Regulations) will have acquired directly or
through any transaction, agreement or arrangement with any other person, shares
of MultiFlex Fund with consideration other than shares of Flex Fund. There is
no plan or intention by Flex Fund or any person related to Flex Fund to acquire
or redeem any of the Flex Fund shares issued in the Reorganization either
directly or through any transaction, agreement, or arrangement with any other
person, other than redemptions in the ordinary course of Flex Fund's business
as an open-end investment company as required by the 1940 Act.

8. Flex Fund does not plan or intend to sell or otherwise dispose of any
of the assets of MultiFlex Fund acquired in the Reorganization, except for
dispositions made in the ordinary course of its business in a manner consistent
with its investment objectives and policies and dispositions necessary to
maintain its status as a RIC under the Code.

9. At the direction of MultiFlex Fund, Flex Fund will issue directly to
each MultiFlex Fund shareholder in the Reorganization shares of Flex Fund
having a net asset value equal to the net asset value of the MultiFlex Fund
Shares exchanged therefor; MultiFlex Fund will transfer all of its assets and
liabilities to Flex Fund in the Reorganization; and MultiFlex Fund will
terminate its existence as an investment portfolio of AAF on, or as soon as
practicable after, the Effective Time.

10. The liabilities of MultiFlex Fund assumed by Flex Fund (if any) and
the liabilities to which the transferred assets of MultiFlex Fund are subject
were incurred by MultiFlex Fund in the ordinary course of business or were
incurred by MultiFlex Fund solely and directly in connection with the
Reorganization in accordance with the guidelines established in Rev. Rul.
73-54, 1973-1 C.B. 187 (the "IRS Guidelines").

11. Throughout the shorter of the five-year period ending on the Closing
Date and the period of its existence, MultiFlex Fund will have conducted its
historic business within the meaning of Section 1.368-1(d) of the Income Tax
Regulations under the Code in a substantially unchanged manner. Following the
Reorganization, Flex Fund will continue the

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Ballard Spahr Andrews & Ingersoll, LLP
June 21, 1999
Page 4

historic business of MultiFlex Fund or use a significant portion of MultiFlex
Fund's historic business assets in a continuing business.

12. The shareholders of MultiFlex Fund will pay their expenses, if any,
incurred in connection with the Reorganization. Prior to commencement of
negotiations regarding the Reorganization, AIM Advisors, Inc., in the ordinary
course of its business as a registered investment advisor under the Investment
Advisers Act of 1940, agreed to assume liability for all administrative costs
that are incurred by Flex Fund and MultiFlex Fund in return for the payment of
a service fee by each fund that is based upon the average daily net asset value
of the fund's assets. Such administrative costs include but are not limited to
the expenses that will be incurred by Flex Fund and MultiFlex Fund, in
accordance with the IRS Guidelines, in connection with the Reorganization.

13. There is no intercorporate indebtedness existing between Flex Fund and
MultiFlex Fund that was issued, acquired, or will be settled at a discount.

14. MultiFlex Fund and Flex Fund are funds of a regulated investment company
within the meaning of Section 851(g)(3) of the Code.

15. Flex Fund does not own, directly or indirectly, nor has it owned during
the past five years, directly or indirectly, any stock of MultiFlex Fund.

16. The fair market value of the assets of MultiFlex Fund transferred to
Flex Fund will equal or exceed the sum of the liabilities assumed by Flex Fund,
plus the amount of liabilities, if any, to which the transferred assets are
subject.

17. MultiFlex Fund is not under the jurisdiction of a court in a Title 11
or similar case within the meaning of Section 368(a)(3)(A) of the Code.

<PAGE> 9

Ballard Spahr Andrews & Ingersoll, LLP
June 21, 1999
Page 5

We understand that you will, and we expressly authorize you to, rely upon
each of the foregoing representations in rendering your opinion. The foregoing
representations are being made solely for this purpose and may not be used or
relied on for any other purpose.

Sincerely,

AIM ADVISOR FUNDS, INC.
ON BEHALF OF
AIM Advisor MultiFlex Fund and
AIM Advisor Flex Fund

By: /s/ CAROL F. RELIHAN

Title: Senior Vice President
------------------------

<PAGE> 1
EXHIBIT 16

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert H. Graham or Carol F. Relihan, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all his
capacities as a director or officer of AIM Advisor Funds, Inc. a Maryland
Corporation, to sign on his or its behalf any and all Registration Statements
(including any pre-effective amendments to Registration Statements) under the
Securities Act of 1933, the Investment Company Act of 1940 and any amendments
and supplements thereto and applications thereunder, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, and fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.