AMENDMENT NO. 2 TO AGREEMENT AND DECLARATION OF TRUST OF AIM STOCK FUNDS

AMENDMENT NO. 2

TO

AGREEMENT AND DECLARATION OF TRUST OF

AIM STOCK FUNDS

This Amendment No. 2 to the Agreement and Declaration of Trust of AIM Stock Funds (this “Amendment”) amends, effective as of October 15, 2004, the Agreement and Declaration of Trust of AIM Stock Funds (the “Trust”) dated as of July 29, 2003, as amended (the “Agreement”).

Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.

WHEREAS, the parties desire to amend the Agreement to rename each INVESCO Fund by replacing “INVESCO” with “AIM” and further to change the name of INVESCO Mid-Cap Growth Fund to AIM Mid Cap Stock Fund;

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit 1 to this Amendment.

2. All references in the Agreement to “this Agreement” shall mean the Agreement as amended by this Amendment.

3. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of September 30, 2004.

By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		President

EXHIBIT 1 TO AMENDMENT NO. 2

TO

AGREEMENT AND DECLARATION OF TRUST

OF AIM STOCK FUNDS

“SCHEDULE A

AIM STOCK FUNDS

PORTFOLIOS AND CLASSES THEREOF

PORTFOLIO		CLASSES OF EACH PORTFOLIO
AIM Dynamics Fund		Class A Shares Class B Shares Class C Shares Class K Shares Institutional Class Shares Investor Class Shares
AIM Mid Cap Stock Fund		Class A Shares Class B Shares Class C Shares Class K Shares Institutional Class Shares Investor Class Shares
AIM Small Company Growth Fund		Class A Shares Class B Shares Class C Shares Class K Shares Institutional Class Shares Investor Class Shares
AIM S&P 500 Index Fund		Institutional Class Shares Investor Class Shares.”