EXHIBIT d(2)(c)
AMENDMENT NO. 2
MASTER ADMINISTRATIVE SERVICES AGREEMENT
The Master Administrative Services Agreement (the "Agreement"), dated
June 5, 2000, by and between A I M Advisors, Inc., a Delaware corporation, and
AIM Growth Series, a Delaware business trust, is hereby amended as follows:
Appendix A of the Agreement is hereby deleted in its entirety and
replaced with the following:
"APPENDIX A
TO
MASTER ADMINISTRATIVE SERVICES AGREEMENT
OF
AIM GROWTH SERIES
PORTFOLIOS EFFECTIVE DATE OF AGREEMENT
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AIM Basic Value Fund June 5, 2000
AIM Euroland Growth Fund September 1, 2001
AIM Mid Cap Equity Fund September 1, 2001
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: September 1, 2001
A I M ADVISORS, INC.
Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Assistant Secretary ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
(SEAL)
AIM GROWTH SERIES
Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- -----------------------------
Assistant Secretary ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
(SEAL)