AMENDMENT NO. 1
TO
SECOND AMENDED AND RESTATED
MASTER ADMINISTRATIVE SERVICES AGREEMENT
The Second Amended and Restated Master Administrative Services Agreement
(the "Agreement"), dated July 1, 2006, by and between A I M Advisors, Inc., a
Delaware corporation, and AIM Growth Series, a Delaware statutory trust, is
hereby amended as follows:
WHEREAS, the parties desire to amend the Agreement to add six new
portfolios - AIM Independence Now Fund, AIM Independence 2010 Fund, AIM
Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund
and AIM Independence 2050 Fund;
NOW, THEREFORE, the parties agree as follows:
Appendix A of the Agreement is hereby deleted in its entirety and replaced
with the following:
"APPENDIX A
TO
MASTER ADMINISTRATIVE SERVICES AGREEMENT
OF
AIM GROWTH SERIES
PORTFOLIOS EFFECTIVE DATE OF AGREEMENT
---------- ---------------------------
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 30, 2004
AIM Income Allocation Fund October 31, 2005
AIM Independence Now Fund January 31, 2007
AIM Independence 2010 Fund January 31, 2007
AIM Independence 2020 Fund January 31, 2007
AIM Independence 2030 Fund January 31, 2007
AIM Independence 2040 Fund January 31, 2007
AIM Independence 2050 Fund January 31, 2007
AIM International Allocation Fund October 31, 2005
AIM Mid Cap Core Equity Fund September 1, 2001
AIM Moderate Allocation Fund April 30, 2004
AIM Moderate Growth Allocation Fund April 29, 2005
AIM Moderately Conservative Allocation Fund April 29, 2005
AIM Small Cap Growth Fund September 11, 2000"
All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
Dated: January 31, 2007
A I M ADVISORS, INC.
Attest: By:
----------------------------- ------------------------------------
Assistant Secretary Xxxxxx X. Xxxxxx
President
(SEAL)
AIM GROWTH SERIES
Attest: By:
----------------------------- ------------------------------------
Assistant Secretary Xxxxxx X. Xxxxxx
President
(SEAL)
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