MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into as of this 29th
day of April, 2005, between AIM Growth Series (the "Trust"), on behalf of the
funds listed on Exhibit "A" to this Memorandum of Agreement (the "Funds"), and A
I M Advisors, Inc. ("AIM"). AIM shall and hereby agrees to waive fees or
reimburse expenses of each Fund, on behalf of its respective classes as
applicable, severally and not jointly, as indicated in the attached exhibits.
For and in consideration of the mutual terms and agreements set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Trust and AIM agree as follows:
The Trust and AIM agree until the date set forth on the attached
Exhibit "A" that AIM will waive its fees or reimburse expenses to the extent
that expenses (excluding (i) interest; (ii) taxes; (iii) dividend expense on
short sales; (iv) extraordinary items (these are expenses that are not
anticipated to arise from each Fund's day-to-day operations), or items
designated as such by the Funds' Board of Trustees; (v) expenses related to a
merger or reorganization, as approved by the Funds' Board of Trustees; and (vi)
expenses that each Fund has incurred but did not actually pay because of an
expense offset arrangement) of a class of a Fund exceed the rate, on an
annualized basis, set forth on Exhibit "A" of the average daily net assets
allocable to such class. The Board of Trustees and AIM may terminate or modify
this Memorandum of Agreement prior to the date set forth on Exhibit "A" only by
mutual written consent. AIM will not have any right to reimbursement of any
amount so waived or reimbursed.
The Trust and AIM agree to review the then-current waivers or expense
limitations for each class of each Fund listed on Exhibit "A" on a date prior to
the date listed on that Exhibit to determine whether such waivers or limitations
should be amended, continued or terminated. Unless the Trust, by vote of its
Board of Trustees, or AIM terminates the waivers or limitations, or the Trust
and AIM are unable to reach an agreement on the amount of the waivers or
limitations to which the Trust and AIM desire to be bound, the waivers or
limitations will continue for additional one-year terms at the rate to which the
Trust and AIM mutually agree. Exhibit "A" will be amended to reflect that rate
and the new date through which the Trust and AIM agree to be bound.
It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall only bind the assets and
property of each Fund, as provided in the Trust's Agreement and Declaration of
Trust. The execution and delivery of this Memorandum of Agreement have been
authorized by the Trustees of the Trust, and this Memorandum of Agreement has
been executed and delivered by an authorized officer of the Trust acting as
such; neither such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the assets and property of the Funds, as provided in the Trust's
Agreement and Declaration of Trust.
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IN WITNESS WHEREOF, the Trust and AIM have entered into this Memorandum
of Agreement as of the date first above written.
AIM GROWTH SERIES
on behalf of the Funds listed in Exhibit "A"
to this Memorandum of Agreement
By:
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Title:
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A I M Advisors, Inc.
By:
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Title:
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EXHIBIT "B"
AIM GROWTH SERIES
COMMITTED
FUND EXPENSE LIMITATION UNTIL
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AIM Growth Allocation Fund
Class A Limit Other Expenses to 0.12% of average daily net assets December 31, 2006
Class B Limit Other Expenses to 0.12% of average daily net assets December 31, 2006
Class C Limit Other Expenses to 0.12% of average daily net assets December 31, 2006
Class R Limit Other Expenses to 0.12% of average daily net assets December 31, 2006
Institutional Class Limit Other Expenses to 0.12% of average daily net assets December 31, 2006
AIM Moderately Conservative
Allocation Fund
Class A Limit Other Expenses to 0.14% of average daily net assets December 31, 2006
Class B Limit Other Expenses to 0.14% of average daily net assets December 31, 2006
Class C Limit Other Expenses to 0.14% of average daily net assets December 31, 2006
Class R Limit Other Expenses to 0.14% of average daily net assets December 31, 2006
Institutional Class Limit Other Expenses to 0.14% of average daily net assets December 31, 2006
Other Expenses are defined as all normal operating expenses of the fund,
excluding management fees and 12b-1 expenses. The expense limitation is subject
to the exclusions as listed in the
Memorandum of Agreement.
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