AMENDMENT NO. 7 TO
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST OF AIM GROWTH SERIES
This Amendment No. 7 (the "Amendment") to the Amended and
Restated Agreement and Declaration of Trust of AIM Growth Series (the "Trust")
amends, effective as of December 2, 2004, the Amended and Restated Agreement and
Declaration of Trust of the Trust dated as of May 15, 2002, as amended (the
"Agreement").
At a meeting held on December 2, 2004, the Board of Trustees
of the Trust, in accordance with Section 9.7 of the Agreement, approved
amendments to the Agreement. Under Section 9.7 of the Agreement, this Amendment
may be executed by a duly authorized officer of the Trust.
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Section 1.4 of the Agreement is hereby amended and restated to read
in its entirety as set forth below:
Section 1.4. Certificate of Trust. Immediately upon the
execution of this Agreement, the Trustees shall file a
Certificate of Trust in the office of the Secretary of State
of the State of Delaware pursuant to the Delaware Act.
2. Section 7.1 of the Agreement is hereby amended and restated to read
in its entirety as set forth below:
Section 7.1 Distributions. The Trustees may from time to time
declare and pay dividends and make other distributions with
respect to any Portfolio, or Class thereof, which may be from
income, capital gains or capital. The amount of such dividends
or distributions and the payment of them and whether they are
in cash or any other Trust Property shall be wholly in the
discretion of the Trustees, although the Trustees pursuant to
Section 4.1(j) may delegate the authority to set record,
declaration, payment and ex-dividend dates, determine the
amount of dividends and distributions and pay such dividends
and distributions. Dividends and other distributions may be
paid pursuant to a standing resolution adopted once or more
often as the Trustees determine. All dividends and other
distributions on Shares of a particular Portfolio or Class
shall be distributed pro rata to the Shareholders of that
Portfolio or Class, as the case may be, in proportion to the
number of Shares of that Portfolio or Class they held on the
record date established for such payment, provided that such
dividends and other distributions on Shares of a Class shall
appropriately reflect Class Expenses and other expenses
allocated to that Class.
The Trustees may adopt and offer to Shareholders such dividend
reinvestment plans, cash distribution payment plans, or
similar plans as the Trustees deem appropriate.
3. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment.
4. 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 December 2, 2004.
By: /s/
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Name: Xxxxxx X. Xxxxxx
Title: President
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