AMENDMENT NO. 12
TO
MASTER INVESTMENT ADVISORY AGREEMENT
This Amendment dated as of [August 31, 2009], amends the Master Investment
Advisory Agreement (the "Agreement"), dated June 5, 2000, between AIM Growth
Series, a Delaware statutory trust, and Invesco Aim Advisors, Inc., formerly
known as A I M Advisors, Inc., a Delaware corporation.
WITNESSETH:
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;
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 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, 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
NET ASSETS ANNUAL RATE
---------- -----------
First $250 million .. 0.695%
Next $250 million ... 0.67%
Next $500 million ... 0.645%
Next $1.5 billion ... 0.62%
Next $2.5 billion ... 0.595%
Next $2.5 billion ... 0.57%
Next $2.5 billion ... 0.545%
Over $10 billion .... 0.52%
AIM GLOBAL EQUITY FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $250 million .. 0.80%
Next $250 million ... 0.78%
Next $500 million ... 0.76%
Next $1.5 billion ... 0.74%
Next $2.5 billion ... 0.72%
Next $2.5 billion ... 0.70%
Next $2.5 billion ... 0.68%
Over $10 billion .... 0.66%
2
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%
Over $1.5 billion ... 0.65%
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
AIM BALANCED-RISK RETIREMENT 2050 FUND
AIM CONSERVATIVE ALLOCATION FUND
AIM GROWTH ALLOCATION FUND
AIM INCOME ALLOCATION FUND
AIM INTERNATIONAL ALLOCATION FUND
AIM MODERATE ALLOCATION FUND
AIM MODERATE GROWTH ALLOCATION FUND
AIM MODERATELY CONSERVATIVE ALLOCATION FUND
These thirteen funds do not pay an advisory fee."
2. In all other respects, the Agreement is hereby confirmed and remains
in full force and effect.
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 Xxxx X. Xxxx
Senior Vice President
(SEAL)
INVESCO AIM ADVISORS, INC.
Attest: By:
----------------------------- ------------------------------------
Assistant Secretary Xxxx X. Xxxx
Senior Vice President
(SEAL)
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