AMENDMENT NO. 1 AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

AMENDMENT NO. 1

AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

The Amended and Restated Master Administrative Services Agreement (the “Agreement”), dated July 1, 2004, by and between A I M ADVISORS, INC., a Delaware corporation, and AIM Stock Funds, a Delaware business trust, is hereby amended as follows:

WHEREAS, the parties desire to amend the Agreement to rename each INVESCO Fund by replacing “INVESCO” with “AIM” and further to change the name of INVESCO Mid-Cap Growth Fund to AIM Mid Cap Stock Fund;

Appendix A of the Agreement is hereby deleted in its entirety and replaced with the following:

“APPENDIX A

FEE SCHEDULE TO

AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT

OF

AIM STOCK FUNDS

Portfolios		Effective Date of Agreement
AIM Dynamics Fund		July 1, 2004
AIM Mid Cap Stock Fund		July 1, 2004
AIM Small Company Growth Fund		July 1, 2004
AIM S&P 500 Index Fund		July 1, 2004

The Administrator may receive from each Portfolio reimbursement for costs or reasonable compensation for such services as follows:

Rate*		Net Assets
0.023%		First $1.5 billion
0.013%		Next $1.5 billion
0.003%		Over $3 billion

* Annual minimum fee is $50,000. An additional $10,000 per class of shares is charged for each class other than the initial class. The $10,000 class fee is waived for any of the above Portfolios with insufficient assets to result in the payment of more than the minimum fee of $50,000.”

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated: October 15, 2004

						A I M ADVISORS, INC.
Attest:		/s/ Xxxx Xxxx				By:		/s/ Xxxx X. Xxxxxxxxxx
		Assistant Secretary						Xxxx X. Xxxxxxxxxx President

(SEAL)

						AIM STOCK FUNDS
Attest:		/s/ Xxxx Xxxx				By:		/s/ Xxxxxx X. Xxxxxx
		Assistant Secretary						Xxxxxx X. Xxxxxx President

(SEAL)