AMENDMENT NO. 3 TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF
AIM GROWTH SERIES
This Amendment No. 3 (the "Amendment") to the Amended and Restated
Agreement and Declaration of Trust of AIM Growth Series (the "Trust") amends,
effective as of July 5, 2006, the Amended and Restated Agreement and Declaration
of Trust of the Trust dated as of September 14, 2005, as amended (the
"Agreement").
By consent dated as of July 5, 2006, the Board of Trustees of the
Trust, in accordance with Section 9.7 of the Agreement, approved the amendments
to 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. A new Section 2.6A of the Agreement is added after Section 2.6 of the
Agreement as set forth below:
"Section 2.6A. Additional Conversion Rights and Preferences of Certain
Class B Shares. In addition to the relative rights and preferences set
forth in Section 2.5 and Section 2.6 and all other provisions of this
Agreement relating to Shares of the Trust generally, any Class of any
Portfolio designated as Class B Shares that were acquired by (i)
exchange offer from closed-end AIM Floating Rate Fund, or (ii)
exchange offer from a Portfolio or any other series portfolio in the
AIM fund complex if such shares were previously acquired by exchange
offer from closed-end AIM Floating Rate Fund (the "Legacy Class B
Shares") shall have the following rights and preferences:
(a) Conversion of Legacy Class B Shares. At the Legacy Class B Share
Conversion Effective Time described in Section 2.6A(d) below, all
of the issued and outstanding Legacy Class B Shares of any
Portfolio of the Trust offering Legacy Class B Shares shall
convert to Class A Shares of the applicable Portfolio based upon
their respective net asset values, and thereafter shall have the
attributes of Class A Shares of the applicable Portfolio. All
issued and outstanding Legacy Class B Shares shall thereafter be
deemed to be cancelled. The stock transfer books for Legacy Class
B Shares of a Portfolio will be closed at the Legacy Class B
Share Conversion Effective Time and only requests for redemption
of Legacy Class B Shares of a Portfolio received in proper form
prior to the close of trading on the New York Stock Exchange on
the date of the Legacy Class B Share Conversion Effective Time
shall be accepted. Thereafter, redemption requests received by a
Portfolio for Legacy Class B Shares shall be deemed to be a
redemption requests for Class A Shares into which Legacy Class B
Shares were converted.
(b) Attribution of Assets and Liabilities. At the Legacy Class B
Share Conversion Effective Time described in Section 2.6A(d)
below, the proportionate undivided interest in the net assets of
a Portfolio attributable to Legacy Class B Shares shall become a
part of the proportionate
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undivided interest in the net assets of the Portfolio
attributable to its Class A Shares, and the expenses, costs,
charges and reserves allocated to the Legacy Class B Shares of a
Portfolio immediately prior to the Legacy Class B Share
Conversion Effective Time shall become expenses, costs, charges
and reserves of Class A Shares of such Portfolio. The Portfolio
shall instruct its transfer agent to reflect in the transfer
agent's records the attribution of the Legacy Class B Shares in
the manner described above.
(c) Shareholder Accounts. At the Legacy Class B Share Conversion
Effective Time described in Section 2.6A(d) below, each
shareholder of record of Legacy Class B Shares of a Portfolio
will receive that number of Class A Shares of such Portfolio
having an aggregate net asset value equal to the net asset value
of the Legacy Class B Shares of such Portfolio held by such
shareholder immediately prior to the Legacy Class B Share
Conversion Effective Time. Each Portfolio will establish an open
account on its records in the name of each Legacy Class B
Shareholder to which will be credited the respective number of
Class A Shares of such Portfolio due to such shareholder.
Fractional Legacy Class B Shares will be carried to the third
decimal place. Certificates representing Class A Shares will not
be issued. The net asset value of the Class A Shares and Legacy
Class B Shares will be determined at the Legacy Class B Share
Conversion Effective Time in accordance with the policies and
procedures of the applicable Portfolio as set forth in its
registration statement.
(d) The conversion of Legacy Class B Shares into Class A Shares shall
occur July 27, 2006 at 5:00 p.m. Eastern time or such later date
and time as the officers of the Trust shall determine (the
"Legacy Class B Share Conversion Effective Time").
(e) If, prior to the Legacy Class B Share Conversion Effective Time,
(1) the Class A Shareholders of a Portfolio approve any increase
in expenses allocated to the Class A Shares of that Portfolio in
connection with (A) a Plan of Distribution adopted pursuant to
Rule 12b-1 under the 1940 Act, (B) a non-Rule 12b-1 shareholder
services plan or (C) any other plan or arrangement whereby
Classes of that Portfolio pay a different share of other
expenses, not including advisory or custodial fees or other
expenses related to the management of the Trust's assets, then
(2) the Legacy Class B Shares of that Portfolio will not convert
to the Class A Shares unless the Legacy Class B Shareholders of
that Portfolio, voting separately, approve the increase in
expenses. The Trustees shall have sole discretion in determining
whether such increase in expenses is submitted to a vote of the
Legacy Class B Shareholders. Should such increase in expenses not
be submitted to a vote of the Legacy Class B Shareholders or, if
submitted, should the Legacy Class B Shareholders fail to approve
such increase in expenses, the Trustees shall take such action as
is necessary to: (1) create a new class of that Portfolio (the
"New Legacy Class A Shares") which shall be identical in all
material respects to the Class A Shares of that Portfolio as they
existed prior to the implementation of the increase in expenses;
and (2) ensure that the existing Legacy Class B Shares of that
Portfolio will be exchanged or
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converted into New Legacy Class A Shares no later than the Legacy
Class B Share Conversion Effective Time. If deemed advisable by
the Trustees to implement the foregoing, and at the sole
discretion of the Trustees, such action may include the exchange
of all Legacy Class B Shares of that Portfolio for a new class of
that Portfolio (the "New Legacy Class B Shares"), identical in
all material respects to the Legacy Class B Shares of that
Portfolio except that the New Legacy Class B Shares will convert
into the New Legacy Class A Shares at the Legacy Class B Share
Conversion Effective Time. Such exchanges or conversions shall be
effected in a manner that the Trustees reasonably believe will
not be subject to federal taxation."
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, 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 July 5, 2006.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President
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