AMENDMENT NO. 2
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 Invesco Aim Advisors,
Inc., formerly known as 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 change the name of
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 to AIM Balanced-Risk Retirement Now Fund, AIM
Balanced-Risk Retirement 2010 Fund, AIM Balanced-Risk Retirement 2020 Fund, AIM
Balanced-Risk Retirement 2030 Fund, AIM Balanced-Risk Retirement 2040 Fund and
AIM Balanced-Risk Retirement 2050 Fund, respectively;
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
SECOND AMENDED AND RESTATED
MASTER ADMINISTRATIVE SERVICES AGREEMENT
OF
AIM GROWTH SERIES
PORTFOLIOS EFFECTIVE DATE OF AGREEMENT
------------------------------------------- ---------------------------
AIM Balanced-Risk Retirement Now Fund January 31, 2007
AIM Balanced-Risk Retirement 2010 Fund January 31, 2007
AIM Balanced-Risk Retirement 2020 Fund January 31, 2007
AIM Balanced-Risk Retirement 2030 Fund January 31, 2007
AIM Balanced-Risk Retirement 2040 Fund January 31, 2007
AIM Balanced-Risk Retirement 2050 Fund January 31, 2007
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 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: [August 31, 2009]
INVESCO AIM 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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