AMENDMENT NO. 1
AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
The Amended and Restated Master Administrative Services Agreement (the
"Agreement"), dated July 1, 2004, by and between A I M Advisors, Inc., a
Delaware corporation, and AIM Growth Series, a Delaware statutory trust, is
hereby amended as follows:
Paragraph 1(c) of the Agreement is hereby deleted in its entirety and replaced
with the following:
"(c) such other administrative services as may be furnished from time to time by
the Administrator to the Trust or the Portfolios at the request of the Trust's
Board of Trustees, provided, however, that nothing in this Agreement shall
require the Administrator to pay (i) the salary or other compensation of the
senior officer of the Trust appointed pursuant to the New York Attorney
General's Assurance of Discontinuance applicable to A I M Advisors, Inc. dated
October 8, 2004; or (ii) the salary or other compensation (or any portion of
such salary or other compensation) of any other officer of the Trust that the
Trust's Board of Trustees has agreed should be paid by the Trust or the
Portfolios so long as such agreement is evidenced by a resolution of the Board
of Trustees."
All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
Dated: December 2, 2004
A I M ADVISORS, INC.
Attest: /s/ By: /s/
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Xxx Xxxxxxxx Xxxx X. Xxxxxxxxxx
Assistant Secretary President
(SEAL)
AIM GROWTH SERIES
Attest: /s/ By: /s/
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Xxx Xxxxxxxx Xxxxxx X. Xxxxxx
Assistant Secretary President
(SEAL)
