<PAGE> 1
EXHIBIT 12
[BALLARD SPAHR ANDREWS & INGERSOLL LLP LETTERHEAD]
June 12, 2000
AIM Investment Funds AIM International Funds, Inc.
11 Greenway Plaza 11 Greenway Plaza
Suite 100 Suite 100
Houston, TX 77046-1173 Houston, TX 77046-1173
RE: FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION
OF AIM GLOBAL GROWTH & INCOME 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 Global Growth & Income Fund ("Global Growth &
Income Fund"), an investment portfolio of AIM Investment Funds ("AIM
Investment"), a Delaware business trust, to AIM Global Growth Fund ("Global
Growth Fund") an investment portfolio of AIM International Funds, Inc. ("AIM
International"), a Maryland corporation, in exchange solely for shares of
beneficial interest of Global Growth Fund ("Global Growth Fund Shares"), issued
by AIM International directly to Global Growth & Income Fund Shareholders and
Global Growth Fund's assumption of Global Growth & Income Fund's liabilities,
and the termination of Global Growth & Income Fund as a designated series of
shares of AIM Investment, all pursuant to the Agreement and Plan of
Reorganization dated as of March 22, 2000 between AIM Investment, AIM
International, and A I M Advisors, Inc., a Delaware corporation (the
"Agreement") (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 Agreement.
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 Agreement, the exhibits
attached thereto, the Registration Statement on Form N-14 filed by AIM
International on March 22, 2000 with the Securities and Exchange
<PAGE> 2
AIM Investment Funds
AIM International Funds, Inc.
June 12, 2000
Page 2
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 AIM Investment and AIM International in the Agreement as
well as on letters of representation of even date that we have received from
the officers of AIM Investment and AIM International, copies of which are
attached as Exhibits A and B 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:
1. The completion of the Reorganization, as set forth and provided in
the Agreement, will constitute a "reorganization" within the meaning of Section
368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and that
Global Growth & Income Fund and Global Growth Fund will each be "a party to a
reorganization" within the meaning of Section 368(b) of the Code;
2. In accordance with Sections 361(a), 361(c)(1) and 357(a) of the
Code, no gain or loss will be recognized by Global Growth & Income Fund upon
the transfer of its assets to Global Growth Fund solely in exchange for the
issuance of Global Growth Fund Shares in the Reorganization and Global Growth
Fund's assumption of Global Growth & Income Fund's liabilities, or on the
distribution of such Global Growth Fund Shares to Global Growth & Income Fund
Shareholders.
3. In accordance with Section 1032 of the Code, no gain or loss will
be recognized by Global Growth Fund upon the receipt of the assets of Global
Growth & Income
<PAGE> 3
AIM Investment Funds
AIM International Funds, Inc.
June 12, 2000
Page 3
Fund in exchange for Global Growth Fund Shares issued directly
to Global Growth & Income Fund Shareholders in the Reorganization.
4. In accordance with Section 354(a)(1) of the Code, no gain or loss
will be recognized by any Global Growth & Income Fund Shareholder to the extent
such Shareholder receives Global Growth Fund Shares in exchange for Global
Growth & Income Fund Shares.
5. In accordance with Section 362(b) of the Code, the basis to Global
Growth Fund of the assets of Global Growth & Income Fund acquired in connection
with the Reorganization will be the same as the basis of such assets in the
hands of Global Growth & Income Fund immediately prior to the Effective Time.
6. In accordance with Section 358(a) of the Code, the basis of Global
Growth Fund Shares received by a Global Growth & Income Fund Shareholder in
connection with the Reorganization will, in the aggregate, be the same as the
basis, in the aggregate, of Global Growth & Income Fund Shares surrendered by
such Shareholder in exchange therefor.
7. In accordance with Section 1223(2) of the Code, the holding period
of the assets received by Global Growth Fund in the Reorganization will be
determined by including the period for which such assets were held by Global
Growth & Income Fund.
8. In accordance with Section 1223(1) of the Code, the holding period
of Global Growth Fund Shares received by a Global Growth & Income Fund
Shareholder in the Reorganization will be determined by including such
Shareholder's holding period for Global Growth & Income Fund Shares exchanged
therefor, provided that such Global Growth & Income Fund Shares were held by
such Shareholder as capital assets.
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 Global Growth & Income 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
mutual condition precedent to the Reorganization set forth in Section 6.2(f) of
the Agreement, 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.
<PAGE> 4
AIM Investment Funds
AIM International Funds, Inc.
June 12, 2000
Page 4
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 are 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
[BALLARD SPAHR ANDREWS & INGERSOLL LLP LETTERHEAD]
June 12, 2000
AIM Investment Funds AIM International Funds, Inc.
11 Greenway Plaza 11 Greenway Plaza
Suite 100 Suite 100
Houston, TX 77046-1173 Houston, TX 77046-1173
RE: FEDERAL INCOME TAX CONSEQUENCES OF THE
REORGANIZATION OF AIM GLOBAL GOVERNMENT INCOME
----------------------------------------------
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 Global Government Income Fund ("Global Government
Income Fund"), an investment portfolio of AIM Investment Funds ("AIM
Investment"), a Delaware business trust, to AIM Global Income Fund ("Global
Income Fund"), an investment portfolio of AIM International Funds, Inc. ("AIM
International"), a Maryland corporation, in exchange solely for shares of
beneficial interest of Global Income Fund ("Global Income Fund Shares") issued
by AIM International directly to Global Government Income Fund Shareholders,
and Global Income Fund's assumption of Global Government Income Fund's
liabilities, and the termination of Global Government Income Fund as a
designated series of shares of AIM Investment, all pursuant to the Agreement
and Plan of Reorganization dated as of March 22, 2000 between AIM Investment,
AIM International and A I M Advisors, Inc., a Delaware corporation (the
"Agreement") (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 Agreement.
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 Agreement, the exhibits
attached thereto, the Registration Statement on Form N-14 filed by AIM
International on March 22, 2000 with the Securities and Exchange Commission,
and such other documents and instruments as we have deemed necessary or
<PAGE> 6
AIM Investment Funds
AIM International Funds, Inc.
June 12, 2000
Page 2
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 AIM Investment and AIM International in the Agreement as
well as on letters of representation of even date that we have received from
the officers of AIM Investment and AIM International, copies of which are
attached as Exhibits A and B 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:
1. The completion of the Reorganization, as set forth and provided in
the Agreement, will constitute a "reorganization" within the meaning of Section
368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and that
Global Government Income Fund and Global Income Fund will each be "a party to a
reorganization" within the meaning of Section 368(b) of the Code;
2. In accordance with Sections 361(a), 361(c)(1) and 357(a) of the
Code, no gain or loss will be recognized by Global Government Income Fund upon
the transfer of its assets to Global Income Fund solely in exchange for the
issuance of Global Income Fund Shares in the Reorganization and Global Income
Fund's assumption of Global Government Income Fund's liabilities, or on the
distribution of such Global Income Fund Shares to Global Government Income Fund
Shareholders.
3. In accordance with Section 1032 of the Code, no gain or loss will
be recognized by Global Income Fund upon the receipt of the assets of Global
Government Income Fund in exchange for Global Income Fund Shares issued
directly to Global Government Income Fund Shareholders in the Reorganization.
<PAGE> 7
AIM Investment Funds
AIM International Funds, Inc.
June 12, 2000
Page 3
4. In accordance with Section 354(a)(1) of the Code, no gain or loss
will be recognized by any Global Government Income Fund Shareholder to the
extent such Shareholder receives Global Income Fund Shares in exchange for
Global Government Income Fund Shares.
5. In accordance with Section 362(b) of the Code, the basis
to Global Income Fund of the assets of Global Government Income Fund acquired
in connection with the Reorganization will be the same as the basis of such
assets in the hands of Global Government Income Fund immediately prior to the
Effective Time.
6. In accordance with Section 358(a) of the Code, the basis of Global
Income Fund Shares received by a Global Government Income Fund Shareholder in
connection with the Reorganization will, in the aggregate, be the same as the
basis, in the aggregate, of Global Government Income Fund Shares surrendered by
such Shareholder in exchange therefor.
7. In accordance with Section 1223(2) of the Code, the holding period
of the assets received by Global Income Fund in the Reorganization will be
determined by including the period for which such assets were held by Global
Government Income Fund.
8. In accordance with Section 1223(1) of the Code, the holding period
of Global Income Fund Shares by a Global Government Income Fund Shareholder in
the Reorganization will be determined by including such Shareholder's holding
period for Global Government Income Fund Shares exchanged therefor, provided
that such Global Government Income Fund Shares were held by such Shareholder as
capital assets.
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 Global Government Income 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
mutual condition precedent to the Reorganization set forth in Section 6.2(f) of
the Agreement, 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.
<PAGE> 8
AIM Investment Funds
AIM International Funds, Inc.
June 12, 2000
Page 4
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
