AMENDMENT NO. 4 TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF
AIM GROWTH SERIES
This Amendment No. 4 (the "Amendment") to the Amended and Restated
Agreement and Declaration of Trust of AIM Growth Series (the "Trust") amends,
effective as of November 8, 2006, the Amended and Restated Agreement and
Declaration of Trust of the Trust dated as of September 14, 2005, as amended
(the "Agreement").
Under Section 9.7 of the Agreement, a duly authorized officer of the Trust
may execute this Amendment.
WHEREAS, the Trust desires to amend the Agreement to (i) add six new
portfolios - 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 and (ii) provide a limited exception to the
provision that grants shareholders the right to vote on certain transactions,
which exception would apply only to the shareholders of AIM Independence 2010
Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence
2040 Fund and AIM Independence 2050 Fund;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. The existing Section 6.1 is re-designated as Section 6.1(a) and a new
Section 6.1(b) is added to read in its entirety as follows:
"Notwithstanding any other provision of this Agreement, including
Section 6.1(a) above, the Shareholders of AIM Independence 2010 Fund,
AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM
Independence 2040 Fund and AIM Independence 2050 Fund (the
"Independence Portfolios"), shall not have the power to vote to: (i)
approve the sale of all or substantially all the assets of any
Independence Portfolio or Class thereof to the AIM Independence Now
Fund, another Portfolio of the Trust; (ii) approve the merger or
consolidation of any Independence Portfolio or Class thereof with or
into the AIM Independence Now Fund; or (iii) approve the termination
of any Independence Portfolio or Class thereof, if such termination
results from (a) the sale of all or substantially all the assets of
such Independence Portfolio or Class thereof to the AIM Independence
Now Fund or (b) the merger or consolidation of such Independence
Portfolio or Class thereof with or into the AIM Independence Now Fund.
In each case, the Trust will provide advance notice in writing of the
asset sale, merger, consolidation or termination, as applicable, to
the Shareholders of the affected Independence Portfolio."
2. Schedule A of the Agreement is amended and restated to read in its
entirety as set forth on Exhibit 1 to the Amendment.
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 November 8, 2006.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
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Exhibit 1 TO AMENDMENT No. 4
TO
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF AIM GROWTH SERIES
"SCHEDULE A
AIM GROWTH SERIES
PORTFOLIOS AND CLASSES THEREOF
PORTFOLIO CLASSES OF EACH PORTFOLIO
--------- -------------------------
AIM Basic Value Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
AIM Conservative Allocation Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
AIM Global Equity Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
AIM Growth Allocation Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
AIM Income Allocation Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
AIM Independence Now Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
3
PORTFOLIO CLASSES OF EACH PORTFOLIO
--------- -------------------------
AIM Independence 2010 Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
AIM Independence 2020 Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
AIM Independence 2030 Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
AIM Independence 2040 Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
AIM Independence 2050 Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
AIM International Allocation Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
AIM Mid Cap Core Equity Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
AIM Moderate Allocation Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
4
PORTFOLIO CLASSES OF EACH PORTFOLIO
--------- -------------------------
AIM Moderate Growth Allocation Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
AIM Moderately Conservative Allocation Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
AIM Small Cap Growth Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
Investor Class Shares"
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