SUB-ITEM 77Q1(A)
AMENDMENT NO. 2
TO THE
AMENDED AND RESTATED AGREEMENT
AND DECLARATION OF TRUST
OF
AIM GROWTH SERIES
This Amendment No. 2 ("Amendment") to the Amended and Restated
Agreement and Declaration of Trust of AIM Growth Series amends, effective as of
May 24, 2006, the Amended and Restated Agreement and Declaration of Trust of AIM
Growth Series (the "Trust") dated as of September 14, 2005 (the "Agreement").
Under Section 9.7 of the Agreement, a duly authorized officer
of the Trust may execute this Amendment.
WHEREAS, the Trust desires to amend the Agreement to provide
more flexibility in (i) the timing of automatically converting Class B Shares to
Class A Shares; and (ii) redeeming shares at the option of the Trust;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Section 2.6(a) of the Agreement is amended and restated to read as
follows:
Subject to the provisions of paragraph (c) below, all Class B
Shares other than those purchased through the reinvestment of
dividends and distributions shall automatically convert to
Class A Shares on or about the end of the month which is no
less than 96 months and no more than 97 months after the date
on which a Shareholder's order to purchase such shares was
accepted.
2. Section 7.3 of the Agreement is amended and restated to read as
follows:
7.3 Redemptions at the Option of the Trust. The Trust shall
have the right, at its option, upon no less than 30 days
notice to the affected Shareholder at any time to redeem
Shares of any Shareholder at the net asset value of such
Shares: (A) if at such time such Shareholder owns Shares of
any Portfolio having an aggregate net asset value of less than
an amount determined from time to time by the Trustees; or (B)
to the extent that such Shareholder owns Shares equal to or in
excess of a percentage of the outstanding Shares of the Trust
or of any Portfolio, as such percentage may be determined from
time to time, in each case subject to such terms and
conditions as are set forth in the registration statement of
the Trust in effect from time to time.
3. Section 7.4 of the Agreement is deleted in its entirety.
4. All capitalized terms are used herein as defined in the Agreement unless
otherwise defined herein. All references in the Agreement to "this Agreement"
shall mean the Agreement as amended by this Amendment.
5. 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 May 24, 2006.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
