0000950129-01-503642.txt : 20011030 0000950129-01-503642.hdr.sgml : 20011030 ACCESSION NUMBER: 0000950129-01-503642 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011025 EFFECTIVENESS DATE: 20011025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIM FUNDS GROUP/DE CENTRAL INDEX KEY: 0000019034 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 060841973 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-27334 FILM NUMBER: 1766397 BUSINESS ADDRESS: STREET 1: 11 GREENWAY PLZ STE 100 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7136261919 MAIL ADDRESS: STREET 1: AIM FUNDS GROUP STREET 2: 11 GREENWAY PLZ STE 100 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: AIM FUNDS GROUP DATE OF NAME CHANGE: 19921016 FORMER COMPANY: FORMER CONFORMED NAME: CG FUND INC DATE OF NAME CHANGE: 19830516 FORMER COMPANY: FORMER CONFORMED NAME: CIGNA GROWTH FUND INC DATE OF NAME CHANGE: 19860227 485BPOS 1 h91023e485bpos.txt AIM FUNDS GROUP - POST-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on October 25, 2001 Securities Act Registration No. 333-60772 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 FUNDS GROUP -------------------------------------------------- (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. 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 of Ballard Spahr Andrews & Ingersoll, LLP, supporting the tax matters and consequences to shareholders discussed in the prospectus previously filed under Registration No. 333-60772. This Post-effective Amendment consists of the facing page, this page, Item 16 from Part C of the Registration Statement marked to show revisions, a signature, exhibit index and the exhibit described therein. PART C. OTHER INFORMATION Item 16. Exhibits. 1 (a) (1) Amended and Restated Agreement and Declaration of Trust of the Registrant, dated November 5, 1998, was filed electronically as an Exhibit to Post-effective Amendment No. 75 on February 12, 1999, and is hereby incorporated by reference. (2) Amendment No. 1, dated December 21, 1998 to Amended and Restated Agreement and Declaration of Trust of the Registrant (reclassification of Class A Shares of AIM Money Market Fund), dated as of November 5, 1998, was filed electronically as an Exhibit to Post-effective Amendment No. 75 on February 12, 1999, and is hereby incorporated by reference. (3) Amendment No. 2, dated June 1, 2000, to Amended and Restated Agreement and Declaration of Trust of the Registrant was filed electronically as an Exhibit to Post-effective Amendment No. 80 on June 15, 2000, and is hereby incorporated by reference. (4) Amendment No. 3, dated June 14, 2000, to Amended and Restated Agreement and Declaration of Trust of the Registrant was filed electronically as an Exhibit to Post-effective Amendment No. 80 on June 15, 2000, and is hereby incorporated by reference. (5) Amendment No. 4, dated September 22, 2000, to Amended and Restated Agreement and Declaration of Trust of the Registrant was filed electronically as an Exhibit to Post-effective Amendment No. 81 on September 29, 2000, and is hereby incorporated by reference. (6) Amendment No. 5, dated December 12, 2000, to Amended and Restated Agreement and Declaration of Trust of the Registrant was filed electronically as an Exhibit to Post-effective Amendment No. 82 on December 13, 2000, and is hereby incorporated by reference. (7) Amendment No. 6, dated December 13, 2000, to Amended and Restated Agreement and Declaration of the Trust of the Registrant was filed electronically as an Exhibit to Post-effective Amendment No. 84 on April 27, 2001, and is hereby incorporated by reference. (8) Amendment No. 7, dated March 14, 2001, to Amended and Restated Agreement and Declaration of Trust was filed electronically as an Exhibit to Post-effective Amendment No. 84 on April 27, 2001, and is hereby incorporated by reference. 2 (a) (1) Amended and Restated Bylaws of the Registrant were filed electronically as an Exhibit to Post-effective Amendment No. 75 on February 12, 1999, and are hereby incorporated by reference. 1 (2) First Amendment to Amended and Restated Bylaws of the Registrant, adopted June 9, 1999 was filed electronically as an Exhibit to Post-effective Amendment No. 77 on March 9, 2000, and is hereby incorporated by reference. (3) Amendment No. 2 to Amended and Restated Bylaws of the Registrant, adopted June 14, 2000, was filed electronically as an Exhibit to Post-effective Amendment No. 80 on June 15, 2000, and is hereby incorporated by reference. 3 Voting Trust Agreements - None 4 Form of Agreement and Plan of Reorganization between the Registrant and AIM Advisor Funds was filed electronically as Appendix I to the Combined Proxy Statement and Prospectus contained in the Registration Statement on Form N-14 filed on May 11, 2001, and is hereby incorporated by reference. 5 Articles II, VI, VII and VIII of the Amended and Restated Agreement and Declaration of Trust, as amended, and Articles IV and VI of the Amended and Restated Bylaws define the rights of holders of shares were filed electronically as an Exhibit to Post-effective Amendment No. 75 on February 12, 1999, and are hereby incorporated by reference. 6 (a) (1) Master Investment Advisory Agreement, dated June 1, 2000, between the Registrant and A I M Advisors, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 80 on June 15, 2000, and is hereby incorporated by reference. (2) Amendment No. 1, dated August 30, 2000, to the Master Investment Advisory Agreement, dated June 1, 2000, between Registrant and A I M Advisors, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 81 on September 29, 2000, and is hereby incorporated by reference. (3) Amendment No. 2, dated December 27, 2000, to the Master Investment Advisory Agreement, dated June 1, 2000, between Registrant and A I M Advisors, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 84 on April 27, 2001, and is hereby incorporated by reference. 7 (a) (1) Second Amended and Restated Master Distribution Agreement, dated July 1, 2000, between Registrant (on behalf of its Class A Shares and Class C Shares) and A I M Distributors, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 81 on September 29, 2000, and is hereby incorporated by reference. 2 (2) Amendment No. 1, dated August 30, 2000, to the Second Amended and Restated Master Distribution Agreement between Registrant (on behalf of its Class A Shares and Class C Shares) and A I M Distributors, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 81 on September 29, 2000, and is hereby incorporated by reference. (3) Amendment No. 2, dated December 27, 2000, to the Second Amended and Restated Master Distribution Agreement between Registrant (on behalf of its Class A Shares and Class C Shares) and A I M Distributors, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 84 on April 27, 2001, and is hereby incorporated by reference. (b) First Amended and Restated Master Distribution Agreement, dated December 31, 2000, between Registrant (on behalf of Registrant's Class B shares) and A I M Distributors, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 84 on April 27, 2001, and is hereby incorporated by reference. (c) Form of Selected Dealer Agreement between A I M Distributors, Inc. and selected dealers was filed electronically as an Exhibit to Post-effective Amendment No. 84 on April 27, 2001, and is hereby incorporated by reference. (d) Form of Bank Selling Group Agreement between A I M Distributors, Inc. and banks was filed electronically as an Exhibit to Post-effective Amendment No. 75 on February 12, 1999, and is hereby incorporated by reference. 8 (a) AIM Funds Retirement Plan for Eligible Directors/Trustees, as restated March 7, 2000, was filed electronically as an Exhibit to Post-effective Amendment No. 80 on June 15, 2000, and is hereby incorporated by reference. (b) Form of Director Deferred Compensation Agreement for Registrant's Non-Affiliated Directors, as amended March 7, 2000, was filed electronically as an Exhibit to Post-effective Amendment No. 80 on June 15, 2000, and is hereby incorporated by reference. 9 (a) (1) Master Custodian Contract, dated May 1, 2000, between the Registrant and State Street Bank and Trust Company was filed electronically as an Exhibit to Post-effective Amendment No. 81 on September 29, 2000, and is hereby incorporated by reference. (2) Amendment, dated May 1, 2000, to the Master Custodian Contract, dated May 1, 2000, between Registrant and State Street Bank and Trust Company was filed electronically as an Exhibit to Post-effective Amendment No. 81 on September 29, 2000, and is hereby incorporated by reference. 3 (b) (1) Subcustodian Agreement, dated September 9, 1994, among the Registrant, Texas Commerce Bank National Association, State Street Bank and Trust Company and A I M Fund Services, Inc., was filed electronically as an Exhibit to Post-effective Amendment No. 71 on April 26, 1996, and is hereby incorporated by reference. (2) Amendment No. 1, dated October 2, 1998 to Subcustodian Agreement, dated September 9, 1994, among the Registrant, Chase Bank of Texas N.A. (formerly Texas Commerce Bank), State Street Bank and Trust Company and A I M Fund Services, Inc., was filed electronically as an Exhibit to Post-effective Amendment No. 77 on March 9, 2000, and is hereby incorporated by reference. (c) (1) Foreign Country Selection and Mandatory Securities Depository Responsibilities Delegation Agreement, dated September 9, 1998, between Registrant and A I M Advisors, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 75 on February 12, 1999, and is hereby incorporated by reference. (2) Amendment No. 1, dated September 28, 1998 to Foreign Country Selection and Mandatory Securities Depository Responsibilities Delegation Agreement, dated September 9, 1998, between Registrant and A I M Advisors, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 75 on February 12, 1999, and is hereby incorporated by reference. (3) Amendment No. 2, dated December 14, 1998 to Foreign Country Selection and Mandatory Securities Depository Responsibilities Delegation Agreement, dated September 9, 1998, between Registrant and A I M Advisors, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 76 on April 15, 1999, and is hereby incorporated by reference. (4) Amendment No. 3, dated December 22, 1998 to Foreign Country Selection and Mandatory Securities Depository Responsibilities Delegation Agreement, dated September 9, 1998, between Registrant and A I M Advisors, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 76 on April 15, 1999, and is hereby incorporated by reference. (5) Amendment No. 4, dated January 26, 1999 to Foreign Country Selection and Mandatory Securities Depository Responsibilities Delegation Agreement, dated September 9, 1998, between Registrant and A I M Advisors, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 76 on April 15, 1999, and is hereby incorporated by reference. (6) Amendment No. 5, dated March 1, 1999 to Foreign Country Selection and Mandatory Securities Depository Responsibilities Delegation Agreement, dated September 9, 1998, between Registrant and A I M Advisors, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 76 on April 15, 1999, and is hereby incorporated by reference. 4 (7) Amendment No. 6, dated March 18, 1999 to Foreign Country Selection and Mandatory Securities Depository Responsibilities Delegation Agreement, dated September 9, 1998, between Registrant and A I M Advisors, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 76 on April 15, 1999, and is hereby incorporated by reference. (8) Amendment No. 7, dated November 15, 1999 to Foreign Country Selection and Mandatory Securities Depository Responsibilities Delegation Agreement, dated September 9, 1998, between Registrant and A I M Advisors, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 77 on March 9, 2000, and is hereby incorporated by reference. 10 (a) (1) Fifth Amended and Restated Master Distribution Plan for Registrant's Class A Shares and Class C Shares was filed electronically as an Exhibit to Post-effective Amendment No. 81 on September 29, 2000, and is hereby incorporated by reference. (2) Amendment No. 1, dated August 30, 2000, to the Fifth Amended and Restated Master Distribution Plan for Registrant's Class A Shares and Class C Shares was filed electronically as an Exhibit to Post-effective Amendment No. 81 on September 29, 2000, and is hereby incorporated by reference. (3) Amendment No. 2, dated December 27, 2000, to the Fifth Amended and Restated Master Distribution Plan for Registrant's Class A Shares and Class C Shares was filed electronically as an Exhibit to Post-effective Amendment No. 84 on April 27, 2001, and is hereby incorporated by reference. (b) Third Amended and Restated Master Distribution Plan for Registrant's Class B Shares was filed electronically as an Exhibit to Post-effective Amendment No. 84 on April 27, 2001, and is hereby incorporated by reference. (c) Form of Shareholder Service Agreement to be used in connection with Registrant's Master Distribution Plan was filed electronically as an Exhibit to Post-effective Amendment No. 82 on December 13, 2000, and is hereby incorporated by reference. (d) Form of Bank Shareholder Service Agreement to be used in connection with Registrant's Master Distribution Plan was filed electronically as an Exhibit to Post-effective Amendment No. 82 on December 13, 2000, and is hereby incorporated by reference. (e) 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 Post-effective Amendment No. 82 on December 13, 2000, and is hereby incorporated by reference. 5 (f) Form of Agency Pricing Agreement to be used in connection with Registrant's Master Distribution Plan was filed electronically as an Exhibit to Post-effective Amendment No. 82 on December 13, 2000, and is hereby incorporated by reference. (g) Forms of Service Agreement for Bank Trust Departments and for Brokers for Bank Trust Departments to be used in connection with Registrant's Master Distribution Plan were filed electronically as an Exhibit to Post-effective Amendment No. 82 on December 13, 2000, and is hereby incorporated by reference. (h) Form of Shareholder Service Agreement for Shares of the AIM Mutual Funds was filed electronically as an Exhibit to Post-effective Amendment No. 82 on December 13, 2000, and is hereby incorporated by reference. (i) Third Amended and Restated Multiple Class Plan (effective August 5, 1999) was filed electronically as an Exhibit to Post-effective Amendment No. 77 on March 9, 2000, and is hereby incorporated by reference. 11 Opinion and Consent of Ballard Spahr Andrews & Ingersoll, LLP, as to the legality of the securities being registered was filed electronically as an Exhibit to the Registration Statement on Form N-14 filed on May 11, 2001, and is hereby incorporated by reference. 12 Opinion of Ballard Spahr Andrews & Ingersoll, LLP, supporting the tax matters and consequences to shareholders is filed herewith electronically. 13 (a) (1) Transfer Agency and Service Agreement, dated November 1, 1994, between the Registrant and A I M Fund Services, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 70 on November 17, 1995, and is hereby incorporated by reference. (2) Amendment No. 1, dated August 4, 1997, to the Transfer Agency and Service Agreement, dated as of November 1, 1994, between Registrant and A I M Fund Services, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 74 on February 27, 1998, and is hereby incorporated by reference. (3) Amendment No. 2, dated January 1, 1999, to the Transfer Agency and Service Agreement, dated as of November 1, 1994, between Registrant and A I M Fund Services, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 77 on March 9, 2000, and is hereby incorporated by reference. (4) Amendment No. 3, dated July 1, 2000, to the Transfer Agency and Service Agreement, dated as of November 1, 1994, between Registrant and A I M Fund Services, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 81 on September 29, 2000, and is hereby incorporated by reference. 6 (b) (1) Remote Access and Related Service Agreement, dated as of December 23, 1994, between the Registrant and First Data Investor Services Group, Inc. (formerly, The Shareholder Services Group, Inc.) was filed electronically as an Exhibit to Post-effective Amendment No. 71 on April 26, 1996, and is hereby incorporated by reference. (2) Amendment No. 1, effective October 4, 1995, to the Remote Access and Related Services Agreement, dated as of December 23, 1994, between the Registrant and First Data Investor Services Group, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 71 on April 26, 1996, and is hereby incorporated by reference. (3) Addendum No. 2, effective October 12, 1995, to the Remote Access and Related Services Agreement, dated as of December 23, 1994, between the Registrant and First Data Investor Services Group, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 71 on April 26, 1996, and is hereby incorporated by reference. (4) Amendment No. 3, effective 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 to Post-effective Amendment No. 73 on July 25, 1997, and is hereby incorporated by reference. (5) Amendment No. 4, dated June 30, 1998, 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 to Post-effective Amendment No. 75 on February 12, 1999, and is hereby incorporated by reference. (6) Amendment No. 5, dated July 1, 1998, 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 to Post-effective Amendment No. 75 on February 12, 1999, and is hereby incorporated by reference. (7) 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 to Post-effective Amendment No. 74 on February 27, 1998, and is hereby incorporated by reference. (8) Amendment No. 6, dated August 30, 1999, 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 to Post-effective Amendment No. 77 on March 9, 2000, and is hereby incorporated by reference. 7 (9) Amendment No. 7, dated February 29, 2000, 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 to Post-effective Amendment No. 81 on September 29, 2000, and is hereby incorporated by reference. (c) Preferred Registration Technology Escrow Agreement, dated September 10, 1997, between the Registrant and First Data Investor Services Group, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 74 on February 27, 1998, and is hereby incorporated by reference. (d) Shareholder Sub-Accounting Services Agreement, dated October 1, 1993, between the Registrant and First Data Investor Services Group, Inc., Financial Data Services, Inc. and Merrill, Lynch, Pierce, Fenner & Smith Incorporated was filed electronically as an Exhibit to Post-effective Amendment No. 71 on April 26, 1996, and is hereby incorporated by reference. (e) (1) Master Administrative Services Agreement, dated June 1, 2000, between the Registrant and A I M Advisors, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 80 on June 15, 2000, and is hereby incorporated by reference. (2) Amendment No. 1, dated August 30, 2000, to the Master Administrative Services Agreement, dated June 1, 2000, between Registrant and A I M Advisors, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 81 on September 29, 2000, and is hereby incorporated by reference. (3) Amendment No. 2, dated December 27, 2000, to the Master Administrative Services Agreement, dated June 1, 2000, between Registrant and A I M Advisors, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 84 on April 27, 2001, and is hereby incorporated by reference. (f) Memorandum of Agreement, dated June 1, 2000, between Registrant, on behalf of all Funds, and A I M Advisors, Inc. was filed electronically as an Exhibit to Post-effective Amendment No. 84 on April 27, 2001, and is hereby incorporated by reference. 14 (a) Consent of KPMG, LLP, was filed electronically as an Exhibit to the Registration Statement on Form N-14 filed on May 11, 2001, 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 May 11, 2001, and is hereby incorporated by reference. 15 Financial Statements omitted - None. 8 16 Manually signed copies of any power of attorney pursuant to which the name of any person has been signed to the registration statement - None. 17 Form of Proxy related to the Special Meeting of Shareholders of AIM Advisor Flex Fund was filed electronically as an Exhibit to the Registration Statement on Form N-14 filed on May 11, 2001, and is hereby incorporated by reference. 9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the 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, thereunto duly authorized, in the City of Houston, State of Texas, on the 25th day of October, 2001. REGISTRANT: AIM FUNDS GROUP By: /s/ ROBERT H. GRAHAM --------------------------- Robert H. Graham, President Pursuant to the requirements of the Securities Act of 1933, this Post-effective Amendment on Form N-14 has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE ---------- ----- ---- /s/ ROBERT H. GRAHAM Chairman, Trustee & President October 25, 2001 ------------------------------- (Principal Executive Officer) (Robert H. Graham) /s/ FRANK S. BAYLEY Trustee October 25, 2001 ------------------------------- (Frank S. Bayley) /s/ BRUCE L. CROCKETT Trustee October 25, 2001 ------------------------------- (Bruce L. Crockett) /s/ OWEN DALY II Trustee October 25, 2001 ------------------------------- (Owen Daly II) /s/ ALBERT R. DOWDEN Trustee October 25, 2001 ------------------------------- (Albert R. Dowden) /s/ EDWARD K. DUNN, JR. Trustee October 25, 2001 ------------------------------- (Edward K. Dunn, Jr.) /s/ JACK M. FIELDS Trustee October 25, 2001 ------------------------------- (Jack M. Fields) /s/ CARL FRISCHLING Trustee October 25, 2001 ------------------------------- (Carl Frischling)
/s/ PREMA MATHAI-DAVIS Trustee October 25, 2001 ------------------------------- (Prema Mathai-Davis) /s/ LEWIS F. PENNOCK Trustee October 25, 2001 ------------------------------- (Lewis F. Pennock) /s/ RUTH H. QUIGLEY Trustee October 25, 2001 ------------------------------- (Ruth H. Quigley) /s/ LOUIS S. SKLAR Trustee October 25, 2001 ------------------------------- (Louis S. Sklar) /s/ DANA R. SUTTON Vice President & Treasurer October 25, 2001 ------------------------------- (Principal Financial and (Dana R. Sutton) Accounting Officer)
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 12 Opinion of Ballard Spahr Andrews & Ingersoll, LLP, supporting the tax matters and consequences to shareholders.
EX-99.12 3 h91023ex99-12.txt OPINION OF BALLARD SPAHR ANDREWS & INGERSLL, LLP [BALLARD SPAHR ANDREWS & INGERSOLL, LLP LETTERHEAD APPEARS HERE] EXHIBIT 12 September 10, 2001 AIM Advisor Funds AIM Funds Group 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 ADVISOR FLEX 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 Flex Fund ("Flex Fund"), an investment portfolio of AIM Advisor Funds ("AIM Advisor"), a Delaware business trust, to AIM Balanced Fund ("Balanced Fund"), an investment portfolio of AIM Funds Group ("AIM Funds Group"), a Delaware business trust, in exchange solely for shares of beneficial interest of Balanced Fund ("Balanced Fund Shares") issued by AIM Funds Group directly to Flex Fund Shareholders, and Balanced Fund's assumption of Flex Fund's liabilities, and the termination of Flex Fund as a designated series of shares of AIM Advisor, all pursuant to the Agreement and Plan of Reorganization dated as of June 13, 2001 between AIM Advisor, AIM Funds Group 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 Funds Group on May 11, 2001 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 AIM Advisor Funds AIM Funds Group September 10, 2001 Page 2 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 Advisor and AIM Funds Group in the Agreement as well as on letters of representation of even date that we have received from the officers of AIM Advisor and AIM Funds Group, 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 transfer of the assets of Flex Fund to Balanced Fund in exchange for Balanced Fund Shares distributed directly to Flex Fund Shareholders, as provided in the Agreement, will constitute a "reorganization" within the meaning of Section 368(a) of the Code and each of Flex Fund and Balanced Fund will be "a party to a reorganization" within the meaning of Section 368(b) of the Code. 2. In accordance with Section 361(a) and Section 361(c)(1) of the Code, no gain or loss will be recognized by Flex Fund on the transfer of its assets to Balanced Fund solely in exchange for Balanced Fund Class A Shares, Balanced Fund Class B Shares and Balanced Fund Class C Shares or on the distribution of Balanced Fund Class A Shares, Balanced Fund Class B Shares and Balanced Fund Class C Shares to Flex Fund Shareholders. 3. In accordance with Section 1032 of the Code, no gain or loss will be recognized by Balanced Fund upon the receipt of assets of Flex Fund in exchange for Balanced Fund Class A Shares, Balanced Fund Class B Shares and Balanced Fund Class C Shares issued directly to Flex Fund Shareholders. 4. In accordance with Section 354(a)(1) of the Code, no gain or loss will be recognized by Flex Fund Shareholders on the receipt of Balanced Fund Class A Shares, Balanced Fund Class B Shares and Balanced Fund Class C Shares in exchange for Flex Fund Shares. 5. In accordance with Section 362(b) of the Code, the basis to Balanced Fund of the assets of Flex Fund will be the same as the basis of such assets in the hands of Flex Fund immediately prior to the Reorganization. AIM Advisor Funds AIM Funds Group September 10, 2001 Page 3 6. In accordance with Section 358(a) of the Code, a Flex Fund Shareholder's basis for Balanced Fund Class A Shares, Balanced Fund Class B Shares or Balanced Fund Class C Shares received by the Flex Fund Shareholder will be the same as his basis for Flex Fund Shares exchanged therefor. 7. In accordance with Section 1223(1) of the Code, a Flex Fund Shareholder's holding period for Balanced Fund Class A Shares, Balanced Fund Class B Shares or Balanced Fund Class C Shares will be determined by including Flex Fund Shareholder's holding period for Flex Fund Shares exchanged therefor, provided that the Flex Fund Shareholder held such Flex Fund Shares as a capital asset. 8. In accordance with Section 1223(2) of the Code, the holding period with respect to the assets of Flex Fund transferred to Balanced Fund in the Reorganization will include the holding period for such assets in the hands of Flex Fund. 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 Flex 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 Flex Fund 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. AIM Advisor Funds AIM Funds Group September 10, 2001 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