AMENDMENT NO. 8
TO THE
AMENDED AND RESTATED AGREEMENT
AND DECLARATION OF TRUST
OF
AIM GROWTH SERIES
This Amendment No. 8 ("Amendment") to the Amended and Restated
Agreement and Declaration of Trust of AIM Growth Series amends the Amended and
Restated Agreement and Declaration of Trust of AIM Growth Series (the "Trust")
dated as of May 15, 2002, as amended December 2, 2004 (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 add two new
portfolios - AIM Growth Allocation Fund and AIM Moderately Conservative
Allocation Fund;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Schedule A of the Agreement is amended and restated to read in its
entirety as set forth on Exhibit 1 to the 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 December 2, 2004.
By: /s/
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
EXHIBIT A
Exhibit 1 TO AMENDMENT No. 8
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 Aggressive Allocation Fund Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Class Shares
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
Institutional Class Shares
AIM Growth 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
PORTFOLIO CLASSES OF EACH PORTFOLIO
------------------------------------------ -------------------------
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
