[INVESCO AIM LOGO APPEARS HERE]
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11 Greenway Plaza, Suite 100
Houston, TX 77046-1173
713-626-1919
Invesco Aim Advisors, Inc.
July 24, 2009
VIA EDGAR
Mr. James O'Connor
Division of Investment Management
U.S. Securities and Exchange Commission
100 F St., NE
Washington, DC 20549
Re: AIM Growth Series
Definitive Proxy Statement
Schedule 14A Information
File No. 002-57526, 811-02699
CIK No. 0000202032
Dear Mr. O'Connor:
This letter responds to the Staff's comments on the above-referenced
Preliminary Proxy Statement filed by AIM Growth Series (the "Registrant") on
July 7 , 2009. The filing is in connection with proposed changes to the
sub-classification of each of AIM Independence Now Fund, AIM Independence 2010
Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence
2040 Fund, and AIM Independence 2050 Fund (each, a "Fund" and collectively, the
"Funds").
Staff's Comment:
1. If the proposal is approved by shareholders will the Funds change from
a funds of funds structure to a master-feeder structure?
Response:
No, the Funds will remain as funds of funds. No master-feeder
structure is contemplated or proposed. The only proposal to be voted on is
a change to the Funds' sub-classification from diversified to
non-diversified. If this proposal is approved by shareholders, than the
names, investment objectives, strategies and risks, underlying funds and
portfolio manager of the Funds will also change.
Staff's Comment:
2. How can certain of the Funds invest 100% of their assets in only one
underlying fund, AIM Balanced-Risk Allocation Fund ("ABRA")?
James O'Connor
July 24, 2009
Page 2
Response:
The Funds are structured as target date funds of funds. Overtime, each
Fund's portfolio securities will change (allocating portfolio securities to
affiliated money market funds in addition to ABRA) as each Fund moves
closer to the target date. The Funds are intended to provide shareholders
with the ability to invest one time based on each shareholder's individual
retirement date, and not have to change their investments as they move
closer to retirement.
Staff's Comment:
3. Provide information on the underlying ABRA fund regarding risks,
derivatives and the use of leverage.
Response:
Comment complied with. Under "What Other Changes Will Be Made to the
Funds if Shareholders Approve Changing the Funds' Sub-Classification to
Non-Diversified," disclosure has been added listing the Funds' new
principal risks. In addition, disclosure has also been added to this
section providing a full summary of the primary proposed underlying fund,
ABRA. The summary includes investment objectives and strategies, including
disclosure on ABRA's use of derivatives and leverage.
Staff's Comment:
3. Can the Funds' underlying funds be changed without a shareholder vote?
Response:
Yes. Only changes to fundamental investment restrictions, such as
changing the Funds' sub-classification, requires a vote under these
circumstances. Changing the underlying funds is not a fundamental
investment restriction.
Staff's Comment:
4. We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require. Since the
fund and its management are in possession of all facts relating to the
fund's disclosure, they are responsible for the accuracy and adequacy
of the disclosures they have made. In connection with responding to
our comments, please provide, in writing, a statement from the company
acknowledging that: the fund is responsible for the adequacy and
accuracy of the disclosure in the filings; Staff comments or changes
to disclosure in response to staff comments in the filings reviewed by
the staff do not foreclose the Commission from taking any action with
respect to the filing; and the fund may not assert this action as
defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.
James O'Connor
July 24, 2009
Page 3
Response:
In connection with the responses to the comments above, the Registrant
acknowledges the following:
- that the Registrant is responsible for the adequacy and
accuracy of the disclosure in their filings;
- that Staff comments or changes to disclosure in response to
Staff comments in the filings reviewed by the Staff do not
foreclose the Securities and Exchange Commission
("Commission") from taking any action with respect to the
filing; and
- that the Registrant may not assert Staff comments as a
defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United
States.
Please do not hesitate to contact me at 713.214.7888 if you have any further
questions.
Very truly yours,
/s/ Peter Davidson
Peter Davidson