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EXHIBIT a(1)(c)
SECOND AMENDMENT
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM GROWTH SERIES
THIS SECOND AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST OF AIM
GROWTH SERIES (the "Amendment") is entered into the 10th day of December,
1998, among C. Xxxxx Xxxxxxxx, Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxx X.
Xxxxxxxxx and Xxxx X. Xxxxxxx, as Trustees, and each person who became or
becomes a Shareholder in accordance with the terms set forth in that certain
Agreement and Declaration of Trust of AIM Growth Series, a Delaware business
trust (the "Trust"), entered into as of May 7, 1998, as amended (the
"Agreement").
WHEREAS, the Trustees of the Trust desire to establish a new Class of
shares of AIM Europe Growth Fund, AIM Japan Growth Fund, AIM New Pacific Growth
Fund, AIM Mid Cap Equity Fund, AIM Small Cap Growth Fund and AIM Basic Value
Fund, Portfolios of the Trust: the Class C Shares; and
WHEREAS, Section 2.3 (b) and Section 2.3.1 of the Agreement permit the
Trustees to establish such Classes and Section 9.7 of the Agreement authorizes
the Trustees to amend or otherwise supplement the Agreement by making an
amendment, all without Shareholder authorization or vote; and
WHEREAS, at a meeting duly called and held on the 10th day of December,
1998, the Trustees have resolved to amend the Agreement as hereinafter set
forth.
NOW, THEREFORE, the Trustees hereby amend the Agreement as herein set
forth below:
1. Capitalized terms not specifically defined in this Amendment shall
have the meanings ascribed to them in the Agreement.
2. Schedule A of the Agreement shall be deleted in its entirety and the
following new Schedule A shall be substituted in lieu thereof:
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"SCHEDULE A
AIM Growth Series shall be divided into the following Portfolios and
Classes:
Class A, Class B, Class C and Advisor Class
AIM Europe Growth Fund
AIM Japan Growth Fund
AIM New Pacific Growth Fund
AIM Mid Cap Equity Fund
AIM Small Cap Growth Fund
AIM Basic Value Fund
Class A, Class B and Advisor Class
AIM International Growth Fund
AIM Worldwide Growth Fund
Date: December 10, 1998"
3. With the exception of the amendment to Schedule A of the Agreement
as set forth in paragraph 2 of this Amendment, the Agreement, as amended, shall
in all other respects remain in full force and effect.
4. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same Amendment.
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IN WITNESS WHEREOF, the undersigned, being all of the Trustees
of the Trust, have executed this Amendment to Agreement and Declaration of Trust
of AIM Growth Series as of the day and year first above written.
/s/ XXXXX XXXXXXXX /s/ XXXXX X. XXXXXX
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C. Xxxxx Xxxxxxxx, Trustee Xxxxx X. Xxxxxx, Trustee
/s/ XXXXXX X. XXXXXX /s/ XXXXXX X. XXXXXXXXX
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Xxxxxx X. Xxxxxx, Trustee Xxxxxx X. Xxxxxxxxx, Trustee
/s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx, Trustee
[THIS IS THE SIGNATURE PAGE FOR
THE FIRST AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST
OF AIM GROWTH SERIES]
