AMENDMENT NO. 8
TO
MASTER INVESTMENT ADVISORY AGREEMENT
This Amendment dated as of April 29, 2005, amends the Master Investment
Advisory Agreement (the "Agreement"), dated June 5, 2000, between AIM Growth
Series, a Delaware statutory trust, and A I M Advisors, Inc., a Delaware
corporation.
WITNESSETH:
WHEREAS, the parties desire to amend the Agreement to add two new
portfolios - AIM Growth Allocation Fund and AIM Moderately Conservative
Allocation Fund;
NOW, THEREFORE, the parties agree as follows;
1. Appendix A and Appendix B to the Agreement are hereby deleted
in their entirety and replaced with the following:
"APPENDIX A
FUNDS AND EFFECTIVE DATES
NAME OF FUND EFFECTIVE DATE OF ADVISORY AGREEMENT
------------ ------------------------------------
AIM Aggressive Allocation Fund April 30, 2004
AIM Basic Value Fund June 5, 2000
AIM Conservative Allocation Fund April 30, 2004
AIM Global Equity Fund November 4, 2003
AIM Growth Allocation Fund April 29, 2005
AIM Mid Cap Core Equity Fund September 1, 2001
AIM Moderate Allocation Fund April 30, 2004
AIM Moderately Conservative Allocation Fund April 29, 2005
AIM Small Cap Growth Fund September 11, 0000
XXXXXXXX X
COMPENSATION TO THE ADVISOR
The Trust shall pay the Advisor, out of the assets of a Fund, as full
compensation for all services rendered, an advisory fee for such Fund set forth
below. Such fee shall be calculated by applying the following annual rates to
the average daily net assets of such Fund for the calendar year computed in the
manner used for the determination of the net asset value of shares of such Fund.
AIM BASIC VALUE FUND
AIM MID CAP CORE EQUITY FUND
AIM SMALL CAP GROWTH FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $500 million................................................................................... 0.725%
Next $500 million.................................................................................... 0.70%
Next $500 million.................................................................................... 0.675%
Excess over $1.5 billion............................................................................. 0.65%
AIM GLOBAL EQUITY FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $500 million................................................................................... 0.975%
Next $500 million.................................................................................... 0.95%
Next $500 million.................................................................................... 0.925%
On amounts thereafter................................................................................ 0.90%
AIM AGGRESSIVE ALLOCATION FUND
AIM CONSERVATIVE ALLOCATION FUND
AIM GROWTH ALLOCATION FUND
AIM MODERATE ALLOCATION FUND
AIM MODERATELY CONSERVATIVE ALLOCATION FUND
These five funds do not pay an advisory fee."
2. In all other respects, the Agreement is hereby confirmed and
remains in full force and effect.
2
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers on the date first written above.
AIM GROWTH SERIES
Attest: By:
--------------------------------- -------------------------------
Assistant Secretary Xxxxxx X. Xxxxxx
President
(SEAL)
A I M ADVISORS, INC.
Attest: By:
--------------------------------- -------------------------------
Assistant Secretary Xxxx X. Xxxxxxxxxx
President
(SEAL)
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