AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM GROWTH SERIES

                                                                 EXHIBIT a(1)(f)

                                 AMENDMENT NO. 5
                                       TO
                         AMENDED AND RESTATED AGREEMENT
                            AND DECLARATION OF TRUST
                                       OF
                                AIM GROWTH SERIES

         This Amendment No. 5 to the Amended and Restated Agreement and
Declaration of Trust of AIM Growth Series (this "Amendment") amends, effective
as of December 10, 2003, the Amended and Restated Agreement and Declaration of
Trust of AIM Growth Series (the "Trust") dated as of May 15, 2002, as amended
(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. Schedule A of the Agreement is hereby amended and restated to read
in its entirety as set forth on Exhibit 1 to this 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 and Amendment No. 4
dated as of July 30, 2003, 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 10, 2003.


                                                     By: /s/ XXXXXX X. XXXXXX
                                                         -----------------------
                                                         Name: Xxxxxx X. Xxxxxx
                                                         Title: President





                          EXHIBIT 1 TO AMENDMENT No. 5
                                       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 Global Trends Fund                            Class A Shares
                                                       Class B Shares
                                                       Class C 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 Small Cap Growth 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 Moderate Allocation Fund                      Class A Shares
                                                       Class B Shares
                                                       Class C Shares
                                                       Class R Shares
                                                  Institutional Class Shares

AIM Aggressive Allocation Fund                    Class A Shares
                                                       Class B Shares
                                                       Class C Shares
                                                       Class R Shares
                                                  Institutional Class Shares