SUB-ITEM 77Q1(a)
FIFTH AMENDMENT
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM GROWTH SERIES
THIS FIFTH AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST OF AIM
GROWTH SERIES (the "Amendment") is entered into as of the ______ day of
February, 2000, among C. Xxxxx Xxxxxxxx, Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx 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, Sections 2.3 and 9.7 of the Agreement empower the Trustees
without Shareholder action to amend the Agreement in order to change the
designations of the Portfolios and the Classes thereof; and
WHEREAS, the Trustees on November 3, 1999, acting pursuant to Section
9.3 of the Agreement, approved the termination of the Advisor Classes of the
Portfolios and the conversion of shares of such Advisor Classes into shares of
Class A of the Portfolios;
NOW, THEREFORE, the Trustees hereby amend the Agreement as follows:
1. Capitalized terms not specifically defined in this Amendment shall
have the meanings ascribed to them in the Agreement.
2. Schedule A to the Agreement is hereby deleted in its entirety and a
new Schedule A to the Agreement is substituted to read in its entirety as
follows:
"SCHEDULE A
AIM Growth Series shall be divided into the following Portfolios, each
of which shall have three Classes (Class A, Class B and Class C):
AIM Basic Value Fund
AIM Euroland Growth Fund
AIM Japan Growth Fund
AIM Mid Cap Equity Fund
AIM New Pacific Growth Fund
AIM Small Cap Growth Fund
Dated: February ____, 2000"
3. Except for the above change in Schedule A to the Agreement, the
Agreement shall in all other respects remain in full force and effect.
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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.
IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the
Trust, have executed this Fifth Amendment to Agreement and Declaration of Trust
of AIM Growth Series as of the day and year first above written.
--------------------------------- ---------------------------------
C. Xxxxx Xxxxxxxx, Trustee Xxxxxx X. Xxxxxx, Trustee
--------------------------------- ---------------------------------
Xxxxx X. Xxxxxx, Trustee Xxxx X. Xxxxxxx, Trustee
[THIS IS THE SIGNATURE PAGE FOR
THE FIFTH AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST
OF AIM GROWTH SERIES]
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