SUB-ITEM 77Q1(e)
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into as of this 4th day of
November 2003, between AIM Growth Series (the "Trust"), on behalf of the fund
listed on Exhibit "A" to this Memorandum of Agreement (the "Fund"), and A I M
Advisors, Inc. ("AIM"). This Memorandum of Agreement restates the Memorandum of
Agreement dated as of July 1, 2003 between AIM Series Trust, on behalf of AIM
Global Trends Fund, and A I M Advisors, Inc.
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 the expenses (excluding interest, taxes, dividend expense on short sales,
fund merger and reorganization expenses, extraordinary items, including other
items designated as such by the Board of Trustees, and increases in expenses
due to expense offset arrangements, if any) 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 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 limitations should be amended,
continued or terminated. Unless the Trust, by vote of its Board of Trustees, or
AIM terminates the limitations, or the Trust and AIM are unable to reach an
agreement on the amount of the limitations to which the Trust and AIM desire to
be bound, the 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 the 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 Fund, as
provided in the Trust's Agreement and Declaration of Trust.
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 each Fund listed in Exhibit "A"
to this Memorandum of Agreement
By: /s/ Xxxxxx X. Xxxxxx
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Title: President
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A I M Advisors, Inc.
By: /s/ Xxxx X. Xxxxxxxxxx
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Title: President
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EXHIBIT "A"
AIM GROWTH SERIES
FUND EXPENSE LIMITATION COMMITTED UNTIL
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AIM Global Trends Fund
Class A 2.00% December 31, 2004
Class B 2.50% December 31, 2004
Class C 2.50% December 31, 2004
