CORRECTED
AMENDMENT NO. 5 TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF
AIM GROWTH SERIES
This corrected Amendment No. 5 (the "Corrected Amendment") to the
Amended and Restated Agreement and Declaration of Trust of AIM Growth Series
(the "Trust") amends, effective as of May 1, 2008, 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, this Corrected Amendment may be
executed by a duly authorized officer of the Trust.
WHEREAS, the Shareholders of the Trust approved an amendment to the
Trust's Declaration of Trust to eliminate the requirement that shareholders
approve the termination of the Trust, a Fund or share class if there are 100 or
more holders of record of the Trust, Fund or share class;
WHEREAS, the proxy statement, dated December 28, 2007, delivered in
connection with the meeting at which shareholders of the Trust approved the
foregoing amendment, as well as Amendment No. 5 of the Agreement, dated May 1,
2008, memorializing the foregoing amendment (the "Original Amendment"), each
contained a scriveners error by referring to the paragraph of the Agreement
being amended as the first paragraph of "Section 6.1" instead of the first
paragraph of "Section 6.1(a);"
WHEREAS, the Trust wishes to correct the scriveners error contained in
the Original Amendment;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. The first paragraph of Section 6.1(a) of the Agreement is amended and
restated to read as follows:
"Section 6.1 Voting Powers.
(a) The Shareholders shall have power to vote only to: (i) elect
Trustees, provided that a meeting of Shareholders has been called
for that purpose; (ii) remove Trustees, provided that a meeting
of Shareholders has been called for that purpose; (iii) approve
the sale of all or substantially all the assets of the Trust or
any Portfolio or Class, unless the primary purpose of such sale
is to change the Trust's domicile or form of organization or form
of statutory trust; (iv) approve the merger or consolidation of
the Trust or any Portfolio or Class with and into another Company
or with and into any Portfolio or Class of the Trust, unless (A)
the primary purpose of such merger or consolidation is to change
the Trust's domicile or form of organization or form of statutory
trust, or (B) after giving effect to such merger or
consolidation, based on the number of Outstanding Shares as of a
date selected by the Trustees, the Shareholders of the Trust or
such Portfolio or Class will have a majority of the outstanding
shares of the surviving Company or Portfolio or Class thereof, as
the case may be; (v) approve any amendment to this Article VI,
Section 6.1; and
(vi) approve such additional matters as may be required by law or
as the Trustees, in their sole discretion, shall determine."
2. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Corrected Amendment.
3. Except as specifically amended by this Corrected 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 Corrected Amendment as of August 18, 2009.
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Senior Vice President
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