EXHIBIT d(1)(d)

                                 AMENDMENT NO. 3
                                       TO
                      MASTER INVESTMENT ADVISORY AGREEMENT


         This Amendment dated as of July 1, 2002, amends the Master Investment
Advisory Agreement (the "Agreement"), dated June 5, 2000, between AIM Growth
Series, a Delaware business trust, and A I M Advisors, Inc., a Delaware
corporation.

                                   WITNESSETH:

         WHEREAS, the parties desire to amend the Agreement to reflect the name
change of AIM Mid Cap Equity Fund to AIM Mid Cap Core Equity Fund;

         NOW, THEREFORE, the parties agree as follows;

         1.       Appendix A and Appendix B to the Agreement are hereby deleted
                  in their entirety and replaced with the following:

                                   "APPENDIX A
                            FUNDS AND EFFECTIVE DATES



NAME OF FUND                                                  EFFECTIVE DATE OF ADVISORY AGREEMENT
------------                                                  ------------------------------------
                                                          

AIM Basic Value Fund                                                            June 5, 2000

AIM Euroland Growth Fund                                                      September 1, 2001

AIM Mid Cap Core Equity Fund                                                  September 1, 2001

AIM Small Cap Growth Fund                                                    September 11, 2000




                                   APPENDIX B
                           COMPENSATION TO THE ADVISOR


         The Trust shall pay the Advisor, out of the assets of a Fund, as full
compensation for all services rendered, an advisory fee for such Fund set forth
below. Such fee shall be calculated by applying the following annual rates to
the average daily net assets of such Fund for the calendar year computed in the
manner used for the determination of the net asset value of shares of such Fund.

                              AIM BASIC VALUE FUND
                          AIM MID CAP CORE EQUITY FUND
                            AIM SMALL CAP GROWTH FUND



NET ASSETS                                                                       ANNUAL RATE
----------                                                                       -----------
                                                                             

First $500 million ..........................................................      0.725%
Next $500 million ...........................................................       0.70%
Next $500 million ...........................................................      0.675%
Excess over $1.5 billion ....................................................       0.65%


                            AIM EUROLAND GROWTH FUND



NET ASSETS                                                                      ANNUAL RATE
----------                                                                      -----------
                                                                             

First $500 million ..........................................................      0.975%
Next $500 million ...........................................................       0.95%
Next $500 million ...........................................................      0.925%
Excess over $1.5 billion ....................................................       0.90%"


         2.       In all other respects, the Agreement is hereby confirmed and
                  remains in full force and effect.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers on the date first written above.

                                             AIM GROWTH SERIES


Attest: /s/ P. MICHELLE GRACE                By: /s/ ROBERT H. GRAHAM
        ------------------------------           -------------------------------
         Assistant Secretary                      Robert H. Graham
                                                  President

(SEAL)

                                             A I M ADVISORS, INC.


Attest: /s/ P. MICHELLE GRACE                By: /s/ ROBERT H. GRAHAM
        ------------------------------           -------------------------------
         Assistant Secretary                      Robert H. Graham
                                                  President

(SEAL)


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