Sub-Item 77Q1(a)
AMENDMENT NO. 6
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM GROWTH SERIES
This Amendment No. 6 to the Agreement and Declaration of Trust of AIM
Growth Series (this "Amendment") amends, effective as of May 24, 2000, the
Agreement and Declaration of Trust of AIM Growth Series dated as of May 7,
1998, as amended (the "Agreement").
Under Section 9.7 of the Agreement, this Amendment may be executed by
a majority of the Trustees of the Trust.
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Unless defined herein, each capitalized term used in this Amendment
shall have the meaning given it in the Agreement.
2. A new Section 1.2(g) is hereby added to the Agreement to read in
full as follows:
"(g) `fund complex' has the meaning specified in Regulation 14A
under the Securities Exchange Act of 1934, as amended from
time to time;"
With the addition of new Section 1.2(g) above, existing Sections
1.2(g) through 1.2(o) are hereby renumbered as Sections 1.2(h) through 1.2(p),
respectively.
3. The first sentence of Section 4.3 is hereby amended and restated in
its entirety to read as follows:
"The Trustees shall act by majority vote of those present at a
meeting duly called (including a meeting by telephonic or other
electronic means, unless the 1940 Act requires that a particular
action be taken only at a meeting of the Trustees in person) at
which a quorum is present, or by written consent of at least
seventy-five percent (75%) of the Trustees without a meeting,
provided that the writing or writings are filed with the minutes of
proceedings of the Board of Trustees."
4. A new Section 4.7 is hereby added to the Agreement to read in its
entirety as follows:
"Section 4.7. Independent or Disinterested Trustee. A Trustee
who is not an interested person of the Trust shall be deemed
to be independent and disinterested under the Delaware Act
and other applicable Delaware law when making any
determinations or taking any action as a Trustee. Service by
a person as a trustee or a director of one or more trusts,
corporations or other entities of a fund
complex shall not be considered in determining whether a trustee is
independent or disinterested under the Delaware Act and other
applicable Delaware law."
5. All references in the Agreement to "this Agreement" shall mean the
Agreement (including all prior amendments thereto) as amended by this
Amendment.
6. Except as specifically amended by this Amendment, the Agreement
(including all prior amendments thereto) is hereby confirmed and remains in
full force and effect.
IN WITNESS WHEREOF, the undersigned Trustees of the Trust have
executed this Amendment as of May 24, 2000.
-------------------------------- ---------------------------------
C. Xxxxx Xxxxxxxx, Trustee Xxxxx X. Xxxxxx, Trustee
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Xxxxxx X. Xxxxxx, Trustee Xxxx X. Xxxxxxx, Trustee
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