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EXHIBIT e(3)(d)
AMENDMENT NO. 3
DISTRIBUTION AGREEMENT
BETWEEN
AIM GROWTH SERIES
AND
A I M DISTRIBUTORS, INC.
CLASS B SHARES
The Distribution Agreement (the "Agreement"), dated May 29, 1998, as
amended March 18, 1999 and September 1, 1999, by and between AIM Growth Series,
a Delaware business trust, and A I M Distributors, Inc., a Delaware corporation,
is hereby amended as follows:
Schedule A of the Agreement is hereby deleted in its entirety and
replaced with the following:
"SCHEDULE A
TO
DISTRIBUTION AGREEMENT
OF
AIM GROWTH SERIES
CLASS B SHARES
AIM Basic Value Fund
AIM Euroland Growth Fund
AIM Japan Growth Fund
AIM Mid Cap Equity Fund
AIM Small Cap Growth Fund"
All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
Date: June 12, 2000
AIM GROWTH SERIES
Attest: /s/ XXXXXX X. XXXX By: /s/ XXXXXX X. XXXXXX
---------------------------- ---------------------------
Assistant Secretary President
(SEAL)
A I M DISTRIBUTORS, INC.
Attest: /s/ XXXXXX X. XXXX By: /s/ XXXXXXX X. XXXX
---------------------------- ---------------------------
Assistant Secretary President
(SEAL)
