0000950129-01-503641.txt : 20011030
0000950129-01-503641.hdr.sgml : 20011030
ACCESSION NUMBER: 0000950129-01-503641
CONFORMED SUBMISSION TYPE: 485BPOS
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20011025
EFFECTIVENESS DATE: 20011025
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: AIM INTERNATIONAL FUNDS INC /MD/
CENTRAL INDEX KEY: 0000880859
STANDARD INDUSTRIAL CLASSIFICATION: []
IRS NUMBER: 760352823
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1031
FILING VALUES:
FORM TYPE: 485BPOS
SEC ACT: 1933 Act
SEC FILE NUMBER: 033-44611
FILM NUMBER: 1766392
BUSINESS ADDRESS:
STREET 1: 11 GREENWAY PLAZA STE 100
CITY: HOUSTON
STATE: TX
ZIP: 77046
BUSINESS PHONE: 7136261919
MAIL ADDRESS:
STREET 1: AIM INTERNATIONAL FUNDS INC
STREET 2: 11 GREENWAY PLAZA SUITE 100
CITY: HOUSTON
STATE: TX
ZIP: 77046
FORMER COMPANY:
FORMER CONFORMED NAME: AIM INTERNATIONAL FUNDS INC
DATE OF NAME CHANGE: 19920909
FORMER COMPANY:
FORMER CONFORMED NAME: AIM INTERNATIONAL MUTUAL FUNDS
DATE OF NAME CHANGE: 20000323
485BPOS
1
h91024e485bpos.txt
AIM INTERNATIONAL FUNDS, INC. - P.E. AMENDMENT #1
As filed with the Securities and Exchange Commission on October 25, 2001
Securities Act Registration No. 333-60790
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 INTERNATIONAL 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.
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. 333-60790. 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 page, exhibit index and the exhibit
described therein.
PART C. OTHER INFORMATION
Item 16. Exhibits
1 (a) Articles of Restatement, dated November 14, 1994, were
filed electronically as an Exhibit to Post-effective
Amendment No. 9 on February 28, 1996, and are hereby
incorporated by reference.
(b) Articles Supplementary to Articles of Incorporation of
Registrant, dated June 12, 1997, were filed
electronically as an Exhibit to Post-effective Amendment
No. 12 on August 4, 1997, and are hereby incorporated by
reference.
(c) Articles of Amendment to Articles of Incorporation of
Registrant, dated October 14, 1997, were filed
electronically as an Exhibit to Post-effective Amendment
No. 13 on October 17, 1997, and are hereby incorporated
by reference.
(d) Articles Supplementary to Articles of Incorporation of
Registrant, dated June 9, 1999, were filed
electronically as an Exhibit to Post-effective Amendment
No. 17 on February 23, 2000, and are hereby incorporated
by reference.
(e) Articles Supplementary to Articles of Incorporation of
Registrant, dated December 23, 1999, were filed
electronically as an Exhibit to Post-effective Amendment
No. 17 on February 23, 2000, and are hereby incorporated
by reference.
2 (a) Amended and Restated By-Laws, dated effective December
11, 1996, were filed electronically as an Exhibit to
Post-effective Amendment No. 10 on February 24, 1997,
and are hereby incorporated by reference.
(b) First Amendment, dated June 9, 1999, to Amended and
Restated By-Laws of Registrant were filed electronically
as an Exhibit to Post-effective Amendment No. 17 on
February 23, 2000, and are hereby incorporated by
reference.
3 Voting Trust Agreements - None.
4 Form of Agreement and Plan of Reorganization between the
Registrant and AIM Growth Series 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 V and VII of the Articles of Restatement, as
amended, and Articles I and IV of the Amended and
Restated Bylaws defining the rights of holders of shares
were filed electronically as Exhibits to Post-effective
Amendment No. 9 on February 28, 1996 and Post-effective
Amendment No. 10 on February 24, 1997, respectively, and
are hereby incorporated by reference.
6 (a) Master Investment Advisory Agreement, dated June 21,
2000, between A I M Advisors, Inc. and AIM International
Funds, Inc. was filed electronically as an Exhibit to
Post-effective Amendment No. 21 on June 20, 2000, and is
hereby incorporated by reference.
1
(b) (1) Copy of Foreign Country Selection and Mandatory
Securities Depository Delegation Agreement, dated
September 9, 1998, between Registrant and A I M
Advisors, Inc. was filed electronically as an Exhibit in
Post-effective Amendment No. 15 on December 23, 1998,
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 in
Post-effective Amendment No. 15 on December 23, 1998,
and is hereby incorporated by reference.
(3) Amendment No. 2, dated December 14, 1998, to Foreign
Country Selection and Mandatory Securities Depositary
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. 16 on February 19, 1999, and is hereby
incorporated by reference.
(4) Amendment No. 3, dated December 22, 1998, to Foreign
Country Selection and Mandatory Securities Depositary
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. 16 on February 19, 1999, and is hereby
incorporated by reference.
(5) Amendment No. 4, dated January 16, 1999, to Foreign
Country Selection and Mandatory Securities Depositary
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. 16 on February 19, 1999, and is hereby
incorporated by reference.
(6) Amendment No. 5, dated March 1, 1999, to Foreign
Country Selection and Mandatory Securities Depositary
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. 16 on February 19, 1999, and is hereby
incorporated by reference.
(7) Amendment No. 6, dated March 18, 1999, to Foreign
Country Selection and Mandatory Securities Depositary
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. 17 on February 23, 2000, and is hereby
incorporated by reference.
(8) Amendment No. 7, dated November 15, 1999, to Foreign
Country Selection and Mandatory Securities Depositary
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. 17 on February 23, 2000, and is hereby
incorporated by reference.
2
(c) Master Sub-Advisory Agreement, dated November 1, 1997,
between A I M Advisors, Inc. and INVESCO Global Asset
Management Limited was filed electronically as an
Exhibit to Post-effective Amendment No. 13 on October
17, 1997, and is hereby incorporated by reference.
(d) Sub-Sub-Advisory Agreement, dated November 1, 1997,
between INVESCO Global Asset Management Limited and
INVESCO Asset Management Limited was filed
electronically as an Exhibit to Post-effective Amendment
No. 13 on October 17, 1997, and is hereby incorporated
by reference.
(e) Sub-Sub-Advisory Agreement, dated November 1, 1997,
between INVESCO Global Asset Management Limited and
INVESCO Asia Limited was filed electronically as an
Exhibit to Post-effective Amendment No. 13 on October
17, 1997, and is hereby incorporated by reference.
7 (a) (1) Master Distribution Agreement, dated February 28,
1997, between Registrant (on behalf of the portfolios'
Class B shares) and A I M Distributors, Inc. was filed
electronically as an Exhibit to Post-effective Amendment
No. 11 on May 16, 1997, and is hereby incorporated by
reference.
(2) Amendment No. 1, dated November 1, 1997, to Master
Distribution Agreement between Registrant (on behalf of
the portfolios' Class B shares) and A I M Distributors,
Inc. was filed electronically as an Exhibit to
Post-effective Amendment No. 13 on October 17, 1997, and
is hereby incorporated by reference.
(b) Second Amended and Restated Master Distribution
Agreement, dated July 1, 2000, between Registrant (on
behalf of the portfolios' Class A and Class C shares)
and A I M Distributors, Inc. was filed electronically as
an Exhibit to Post-effective Amendment No. 22 on
February 22, 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. 15 on December 23, 1998, and is hereby incorporated
by reference.
(d) Form of Selected Dealer Agreement for Investment
Companies Managed by A I M Advisors, Inc. was filed
electronically as an Exhibit to Post-effective Amendment
No. 22 on February 22, 2001, and is hereby incorporated
by reference.
(e) 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. 15 on
December 23, 1998, and is hereby incorporated by
reference.
8 (a) AIM Funds Retirement Plan for Eligible
Directors/Trustees, as restated March 7, 2000, was filed
as an Exhibit to Post-effective Amendment No. 21, on
June 20, 2000, and is hereby incorporated by reference.
3
(b) Form of Director Deferred Compensation Agreement for
Registrant's Non-Affiliated Directors, as amended March
7, 2000, was filed as an Exhibit to Post-effective
Amendment No. 21, on June 20, 2000, and is hereby
incorporated by reference.
9 (a) (1) Master Custodian Contract, dated May 1, 2000,
between Registrant and State Street Bank and Trust
Company, was filed as an Exhibit to Post-effective
Amendment No. 21, on June 20, 2000, and is hereby
incorporated by reference.
(2) Amendment to Custodian Contract, dated May 1, 2000,
between Registrant and State Street Bank and Trust
Company, was filed as an Exhibit to Post-effective
Amendment No. 21, on June 20, 2000, and is hereby
incorporated by reference.
(b) (1) Subcustodian Agreement with Texas Commerce Bank,
dated September 9, 1994, among Texas Commerce Bank
National Association, State Street Bank and Trust
Company, A I M Fund Services, Inc. and Registrant was
filed electronically as an Exhibit to Post-effective
Amendment No. 9 on February 28, 1996, and is hereby
incorporated by reference.
(2) Amendment No. 1, dated October 2, 1998, to
Subcustodian Agreement with Chase Bank of Texas, N.A.
(formerly, Texas Commerce Bank) among Chase Bank of
Texas, N.A. (formerly, Texas Commerce Bank), State
Street Bank and Trust Company, A I M Fund Services, Inc.
and Registrant was filed electronically as an Exhibit to
Post-effective Amendment No. 17 on February 23, 2000,
and is hereby incorporated by reference.
10 (a) Third Amended and Restated Master Distribution Plan,
dated December 31, 2000, for Registrant's Class B shares
was filed electronically as an Exhibit to Post-effective
Amendment No. 22 on February 22, 2001, and is hereby
incorporated by reference.
(b) Fourth Amended and Restated Master Distribution Plan,
dated July 1, 2000, for Registrant's Class A and Class C
shares was filed electronically as an Exhibit to
Post-effective Amendment No. 22 on February 22, 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. 16 on February 19, 1999, 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. 16 on February 19, 1999, and is hereby
incorporated by reference.
4
(e) Form of Agency Pricing Agreement (for Class A Shares) to
be used in connection with Registrant's Master
Distribution Plan was filed electronically as an Exhibit
to Post-effective Amendment No. 16 on February 19, 1999,
and is hereby incorporated by reference.
(f) Forms of Service Agreement for Brokers for Bank Trust
Departments and 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. 16 on February 19, 1999,
and is hereby incorporated by reference.
(g) 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. 16 on February
19, 1999, 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. 22 on February 22, 2001,
and is hereby incorporated by reference.
(i) Third Amended and Restated Multiple Class Plan (Rule
18f-3 Plan) was filed electronically as an Exhibit to
Post-effective Amendment No. 17 on February 23, 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 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 as an Exhibit to Registrant's
Post-effective Amendment No. 7 on February 23, 1995, and
was filed electronically as an Exhibit to Post-effective
Amendment No. 9 on February 28, 1996, 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 the Registrant and A I M Fund
Services, Inc., was filed electronically as an Exhibit
to Post-effective Amendment No. 13 on October 17, 1997,
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. 17 on February 23, 2000,
and is hereby incorporated by reference.
5
(4) Amendment No. 3, dated July 1, 2000, to the Transfer
Agency and Service Agreement, dated November 1, 1994,
between Registrant and A I M Fund Services, Inc. was
filed electronically as an Exhibit to Post-effective
Amendment No. 22 on February 22, 2001, and is hereby
incorporated by reference.
(b) (1) Remote Access and Related Services Agreement, dated
December 23, 1994, between the Registrant and The
Shareholder Services Group, Inc. was filed as an Exhibit
to Post-effective Amendment No. 7 on February 23, 1995,
and was filed electronically as an Exhibit to
Post-effective Amendment No. 9 on February 28, 1996, and
is hereby incorporated by reference.
(2) Amendment No. 1, dated October 4, 1995, to the
Remote Access and Related Services Agreement, dated
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. 9 on February
28, 1996, and is hereby incorporated by reference.
(3) Addendum No. 2, dated October 12, 1995, 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. 9 on
February 28, 1996, and is hereby incorporated by
reference.
(4) Amendment No. 3, dated 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. 12 on
August 4, 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 the Registrant and First Data Investor
Services Group, Inc. was filed electronically as an
Exhibit to Post-effective Amendment No. 15 on December
23, 1998, 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 the Registrant and First Data Investor
Services Group, Inc., was filed electronically as an
Exhibit to Post-effective Amendment No. 15 on December
23, 1998, 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. 14 on
February 20, 1998, and is hereby incorporated by
reference.
6
(8) Amendment No. 6, dated August 30, 1999, 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. 17 on
February 23, 2000, and is hereby incorporated by
reference.
(9) Amendment No. 7, dated February 29, 2000, 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. 22 on
February 22, 2001, and is hereby incorporated by
reference.
(10) Amendment No. 8, dated June 26, 2000, 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. 22 on February
22, 2001, and is hereby incorporated by reference.
(11) Amendment No. 9, dated June 26, 2000, 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. 22 on February
22, 2001, and is hereby incorporated by reference.
(12) Amendment No. 10, dated July 28, 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. 22 on
February 22, 2001, and is hereby incorporated by
reference.
(c) Preferred Registration Technology Escrow Agreement,
dated September 10, 1997, between Registrant and First
Data Investor Services Group, Inc., was filed
electronically as an Exhibit to Post-effective Amendment
No. 14 on February 20, 1998, and is hereby incorporated
by reference.
(d) Master Administrative Services Agreement, dated June 21,
2000, between A I M Advisors, Inc. and AIM International
Funds, Inc. was filed as an Exhibit to Post-effective
Amendment No. 21, on June 20, 2000, and is hereby
incorporated by reference.
(e) (1) Shareholder Sub-Accounting Services Agreement among
the Registrant, First Data Investor Services Group
(formerly The Shareholder Services Group, Inc.),
Financial Data Services, Inc. and Merrill Lynch, Pierce,
Fenner & Smith, Inc., was filed as an Exhibit to
Registrant's Post-effective Amendment No. 1 on February
23, 1993, and was filed electronically as an Exhibit to
Post-effective Amendment No. 9 on February 28, 1996, and
is hereby incorporated by reference.
7
(2) Notice of Addition of Funds to Shareholder
Sub-Accounting Services Agreement, dated February 1,
1993, was filed as an Exhibit to Registrant's
Post-effective Amendment No. 1 on February 23, 1993, and
was filed electronically as an Exhibit to Post-effective
Amendment No. 10 on February 24, 1997, and is hereby
incorporated by reference.
(3) Notice of Addition of Funds to Shareholder
Sub-Accounting Services Agreement, dated November 1,
1997, among the Registrant, 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. 13 on October 17, 1997, and is hereby incorporated
by reference.
(4) Notice of Addition of Funds to Shareholder
Sub-Accounting Services Agreement, dated September 28,
1998, among the Registrant, 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. 16 on February 19, 1999, and is hereby incorporated
by reference.
(5) Notice of Addition of Funds to Shareholder
Sub-Accounting Services Agreement, dated March 1, 1999,
among the Registrant, First Data Investor Services
Group, Inc., and Merrill Lynch, Pierce, Fenner & Smith
Incorporated was filed electronically as an Exhibit to
Post-effective Amendment No. 17 on February 23, 2000,
and is hereby incorporated by reference.
(6) Notice of Addition of Funds to Shareholder
Sub-Accounting Services Agreement, dated May 12, 1999,
among the Registrant, First Data Investor Services
Group, Inc., and Merrill Lynch, Pierce, Fenner & Smith
Incorporated was filed electronically as an Exhibit to
Post-effective Amendment No. 17 on February 23, 2000,
and is hereby incorporated by reference.
(7) Notice of Addition of Funds to Shareholder
Sub-Accounting Services Agreement, dated November 1,
1999, among the Registrant, First Data Investor Services
Group, Inc., and Merrill Lynch, Pierce, Fenner & Smith
Incorporated was filed electronically as an Exhibit to
Post-effective Amendment No. 17 on February 23, 2000,
and is hereby incorporated by reference.
(8) Notice of Addition of Funds to Shareholder
Sub-Accounting Services Agreement, dated December 31,
1999, among the Registrant, First Data Investor Services
Group, Inc., and Merrill Lynch, Pierce, Fenner & Smith
Incorporated was filed electronically as an Exhibit to
Post-effective Amendment No. 17 on February 23, 2000,
and is hereby incorporated by reference.
8
(f) (1) Memorandum of Agreement, dated March 1, 1999,
between Registrant, on behalf of AIM Asian Growth Fund,
AIM Global Income Fund and AIM International Equity
Fund, and A I M Advisors, Inc. was filed as an Exhibit
to Post-effective Amendment No. 22 on February 22, 2001,
and is hereby incorporated by reference.
(2) Memorandum of Agreement, dated June 12, 2000,
between Registrant, on behalf of AIM Asian Growth Fund,
AIM Global Income Fund and AIM Global Growth Fund, and
A I M Advisors, Inc. was filed as an Exhibit to
Post-effective Amendment No. 22 on February 22, 2001,
and is hereby incorporated by reference.
(3) Memorandum of Agreement, dated effective June 21,
2000, between Registrant, on behalf of AIM Asian Growth
Fund, AIM European Development Fund, AIM Global
Aggressive Growth Fund, AIM Global Growth Fund, AIM
Global Income Fund and AIM International Equity Fund,
and A I M Advisors, Inc. was filed as an Exhibit to
Post-effective Amendment No. 22 on February 22, 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
herewith electronically as an Exhibit to the
Registration Statement on Form N-14 filed on May 11,
2001, and is hereby incorporated by reference.
15 Omitted Financial Statements - None.
16 Powers of Attorney - None.
17 Form of Proxy for the Special Meeting of Shareholders of AIM
Growth Series 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 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 INTERNATIONAL FUNDS, INC.
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, Director & President October 25, 2001
------------------------------- (Principal Executive Officer)
(Robert H. Graham)
/s/ FRANK S. BAYLEY Director October 25, 2001
-------------------------------
(Frank S. Bayley)
/s/ BRUCE L. CROCKETT Director October 25, 2001
-------------------------------
(Bruce L. Crockett)
/s/ OWEN DALY II Director October 25, 2001
-------------------------------
(Owen Daly II)
/s/ ALBERT R. DOWDEN Director October 25, 2001
-------------------------------
(Albert R. Dowden)
/s/ EDWARD K. DUNN, JR. Director October 25, 2001
-------------------------------
(Edward K. Dunn, Jr.)
/s/ JACK M. FIELDS Director October 25, 2001
-------------------------------
(Jack M. Fields)
/s/ CARL FRISCHLING Director October 25, 2001
-------------------------------
(Carl Frischling)
/s/ PREMA MATHAI-DAVIS Director October 25, 2001
-------------------------------
(Prema Mathai-Davis)
/s/ LEWIS F. PENNOCK Director October 25, 2001
-------------------------------
(Lewis F. Pennock)
/s/ RUTH H. QUIGLEY Director October 25, 2001
-------------------------------
(Ruth H. Quigley)
/s/ LOUIS S. SKLAR Director 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
h91024ex99-12.txt
OPINION OF BALLARD SPAHR ANDREWS & INGERSLL, LLP
[BALLARD SPAHR ANDREWS & INGERSOLL, LLP LETTERHEAD APPEARS HERE]
EXHIBIT 12
September 10, 2001
AIM Growth Series 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 JAPAN GROWTH 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 Japan Growth Fund ("Japan Growth"), an investment
portfolio of AIM Growth Series ("AGS"), a Delaware business trust, to AIM
International Equity Fund ("International Equity"), an investment portfolio of
AIM International Funds, Inc. ("AIF"), a Maryland corporation, in exchange
solely for shares of beneficial interest of International Equity ("International
Equity Shares") issued by AIF directly to Japan Growth Shareholders, and
International Equity's assumption of Japan Growth's liabilities, and the
termination of Japan Growth as a designated series of shares of AGS, all
pursuant to the Agreement and Plan of Reorganization dated as of June 13, 2001
between AGS, AIF 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 AIF
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 accordance with the
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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 AGS and AIF in the Agreement as well as
on letters of representation of even date that we have received from the
officers of AGS and AIF, 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 Japan Growth to International
Equity in exchange for International Equity Shares distributed directly to Japan
Growth Shareholders, as provided in the Agreement, will constitute a
"reorganization" within the meaning of Section 368(a) of the Code and each of
Japan Growth and International Equity 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 Japan Growth on the transfer of
its assets to International Equity solely in exchange for International Equity
Class A Shares, International Equity Class B Shares and International Equity
Class C Shares or on the distribution of International Equity Class A Shares,
International Equity Class B Shares and International Equity Class C Shares to
Japan Growth Shareholders.
3. In accordance with Section 1032 of the Code, no gain or
loss will be recognized by International Equity upon the receipt of assets of
Japan Growth in exchange for International Equity Class A Shares, International
Equity Class B Shares and International Equity Class C Shares issued directly to
Japan Growth Shareholders.
4. In accordance with Section 354(a)(1) of the Code, no gain
or loss will be recognized by Japan Growth Shareholders on the receipt of
International Equity Class A Shares, International Equity Class B Shares and
International Equity Class C Shares in exchange for Japan Growth Shares.
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5. In accordance with Section 362(b) of the Code, the basis to
International Equity of the assets of Japan Growth will be the same as the basis
of such assets in the hands of Japan Growth immediately prior to the
Reorganization.
6. In accordance with Section 358(a) of the Code, a Japan
Growth Shareholder's basis for International Equity Class A Shares,
International Equity Class B Shares or International Equity Class C Shares
received by the Japan Growth Shareholder will be the same as his basis for Japan
Growth Shares exchanged therefor.
7. In accordance with Section 1223(1) of the Code, a Japan
Growth Shareholder's holding period for International Equity Class A Shares,
International Equity Class B Shares or International Equity Class C Shares will
be determined by including Japan Growth Shareholder's holding period for Japan
Growth Shares exchanged therefor, provided that the Japan Growth Shareholder
held such Japan Growth Shares as a capital asset.
8. In accordance with Section 1223(2) of the Code, the holding
period with respect to the assets of Japan Growth transferred to International
Equity in the Reorganization will include the holding period for such assets in
the hands of Japan Growth.
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 Japan Growth 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 Japan Growth
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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September 10, 2001
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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