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EXHIBIT a(1)(d)
THIRD AMENDMENT
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM GROWTH SERIES
THIS THIRD AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST OF AIM
GROWTH SERIES (the "Amendment") is entered into as of the 16th day of February,
1999, 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 and the Shareholders of AIM
International Growth Fund and AIM Worldwide Growth Fund have approved the
Agreement and Plan of Reorganization, dated as of November 4, 1998, between the
Trust, on behalf of AIM International Growth Fund and AIM Worldwide Growth Fund,
and AIM International Funds, Inc., on behalf of AIM International Equity Fund
and AIM Global Growth Fund, pursuant to which AIM International Growth Fund
would be reorganized into AIM International Equity Fund and AIM Worldwide Growth
Fund would be reorganized into AIM Global Growth Fund (the "Reorganization");
and
WHEREAS, the Reorganization was consummated as of the close of business
on February 12, 1999; and
WHEREAS, the Trustees of the Trust have directed that promptly
following the Reorganization, the Trust shall terminate AIM International Growth
Fund and AIM Worldwide Growth Fund in accordance with Delaware law;
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
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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
Effective: February 16, 1999"
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 THIRD AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST
OF AIM GROWTH SERIES]
