EXHIBIT h(3)(f)
AMENDMENT NO. 5
TO
MASTER ACCOUNTING SERVICES AGREEMENT
BETWEEN
AIM GROWTH SERIES
AND
A I M ADVISORS, INC.
The Master Accounting Services Agreement between AIM Growth Series, a
Delaware business trust, and A I M Advisors, Inc., a Delaware corporation, (the
"Agreement"), dated as of July 1, 1999, as amended, is hereby amended as
follows:
Section 3 to the Agreement is hereby deleted in its entirety and
replaced with the following:
"3. As full compensation for the services performed and the
facilities furnished by or at the direction of AIM, the Portfolios
shall pay AIM such fees as are determined in accordance with the
methodologies established from time to time by the Trust's Board of
Trustees. Such amounts shall be paid to AIM on a monthly basis."
All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
Dated: May 11, 2001
AIM GROWTH SERIES
Attest: /s/ XXXXX X XXXXXXX By: /s/ XXXXXX X. XXXXXX
------------------------- ------------------------------------
Assistant Secretary President
(SEAL)
A I M ADVISORS, INC.
Attest: /s/ P. XXXXXXXX XXXXX By: /s/ XXXXXX X. XXXXXX
------------------------- ------------------------------------
Assistant Secretary President
(SEAL)
