AMENDMENT NO. 5
                             TO AMENDED AND RESTATED

                      AGREEMENT AND DECLARATION OF TRUST OF
                                AIM EQUITY FUNDS

          This Amendment No. 5 to the Amended and Restated Agreement and
Declaration of Trust of AIM Equity Funds (this "Amendment") amends, effective
February 27, 2007, the Amended and Restated Agreement and Declaration of Trust
of AIM Equity Funds (the "Trust") dated as of September 14, 2005, as amended
(the "Agreement").

          Under Section 9.7 of the Agreement, this Amendment may be executed by
a duly authorized officer of the Trust.

          WHEREAS, the Trust desires to liquidate all shares of AIM Select Basic
Value Fund;

          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, 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 February 22, 2007.


                                        By: /s/ Philip A. Taylor
                                            ------------------------------------
                                        Name: Philip A. Taylor
                                        Title: President



                          EXHIBIT 1 TO AMENDMENT NO. 5
                                       TO
                              AMENDED AND RESTATED
                       AGREEMENT AND DECLARATION OF TRUST
                               OF AIM EQUITY FUNDS

                                   "SCHEDULE A

                                AIM EQUITY FUNDS
                         PORTFOLIOS AND CLASSES THEREOF



PORTFOLIO                        CLASSES OF EACH PORTFOLIO
---------                        -------------------------
                              
AIM Capital Development Fund     Class A Shares
                                 Class B Shares
                                 Class C Shares
                                 Class R Shares
                                 Institutional Class Shares
                                 Investor Class Shares

AIM Charter Fund                 Class A Shares
                                 Class B Shares
                                 Class C Shares
                                 Class R Shares
                                 Institutional Class Shares

AIM Constellation Fund           Class A Shares
                                 Class B Shares
                                 Class C Shares
                                 Class R Shares
                                 Institutional Class Shares

AIM Diversified Dividend Fund    Class A Shares
                                 Class B Shares
                                 Class C Shares
                                 Class R Shares
                                 Institutional Class Shares
                                 Investor Class Shares

AIM Large Cap Basic Value Fund   Class A Shares
                                 Class B Shares
                                 Class C Shares
                                 Class R Shares
                                 Institutional Class Shares
                                 Investor Class Shares

AIM Large Cap Growth Fund        Class A Shares
                                 Class B Shares
                                 Class C Shares
                                 Class R Shares
                                 Institutional Class Shares
                                 Investor Class Shares