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EXHIBIT 12
[BALLARD SPAHR ANDREWS & INGERSOLL LLP LETTERHEAD]
June 12, 2000
AIM Growth Series AIM International Funds
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 NEW PACIFIC GROWTH FUND
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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 New Pacific Growth Fund ("New Pacific"), an
investment portfolio of AIM Growth Series ("AIM Growth"), a Delaware business
trust, to AIM Asian Growth Fund ("Asian Growth") an investment portfolio of AIM
International Funds, Inc. ("AIM International"), a Maryland corporation, in
exchange solely for shares of beneficial interest of Asian Growth ("Asian
Growth Shares"), issued by AIM International directly to New Pacific
Shareholders, and Asian Growth's assumption of New Pacific's liabilities, and
the termination of New Pacific as a designated series of shares of AIM Growth,
all pursuant to the Agreement and Plan of Reorganization dated as of March 22,
2000 between AIM Growth, 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
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
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AIM Growth Series
AIM International Funds, Inc.
June 12, 2000
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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 Growth 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 Growth 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
New Pacific and Asian Growth 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 New Pacific upon the transfer of
its assets to Asian Growth, solely in exchange for the issuance of Asian Growth
Shares in the Reorganization and Asian Growth's assumption of New Pacific's
liabilities, or on the distribution of such Asian Growth Shares to New
Pacific's Shareholders.
3. In accordance with Section 1032 of the Code, no gain or loss will
be recognized by Asian Growth upon the receipt of the assets of New Pacific in
exchange for Asian Growth Shares issued directly to New Pacific Shareholders in
the Reorganization.
4. In accordance with Section 354(a)(1) of the Code, no gain or loss
will be recognized by any New Pacific Shareholder to the extent such
Shareholder receives Asian Growth Shares in exchange for New Pacific Shares.
5. In accordance with Section 362(b) of the Code, the basis to Asian
Growth of the assets of New Pacific acquired in connection with the
Reorganization will be the same as the basis of such assets in the hands of New
Pacific immediately prior to the Effective Time.
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AIM Growth Series
AIM International Funds, Inc.
June 12, 2000
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6. In accordance with Section 358(a) of the Code, the basis of Asian
Growth Shares received by a New Pacific Shareholder in connection with the
Reorganization will, in the aggregate, be the same as the basis, in the
aggregate, of New Pacific 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 Asian Growth in the Reorganization will be determined
by including the period for which such assets were held by New Pacific.
8. In accordance with Section 1223(1) of the Code, the holding period
of Asian Growth Shares received by a New Pacific Shareholder in the
Reorganization will be determined by including such Shareholder's holding
period for New Pacific Shares exchanged therefor, provided that such New
Pacific 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 New Pacific 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.
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AIM Growth Series
AIM International Funds, Inc.
June 12, 2000
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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
