AMENDMENT NUMBER 2 TO THE THIRD AMENDED AND RESTATED
                      TRANSFER AGENCY AND SERVICE AGREEMENT

This Amendment, dated as of October 3, 2008, is made to the Third Amended and
Restated Transfer Agency and Service Agreement dated July 1, 2006, (the
"Agreement") between AIM Growth Series (the "Fund") and Invesco Aim Investment
Services, Inc., formerly AIM Investments Services, Inc. (the "Transfer Agent")
pursuant to Article 11 of the Agreement.

                                   WITNESSETH:

     WHEREAS, the parties desire to amend the Agreement to include Class Y
shares:

     NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as
follows;

Schedule A of the Agreement is hereby amended and restated to read in its
entirety as set forth below:

                                   "SCHEDULE A

1. RETAIL SHARE CLASSES

     OPEN ACCOUNT FEE. For performance by the Transfer Agent pursuant to this
Agreement, the Fund agrees on behalf of each of the Portfolios to pay the
Transfer Agent an annualized fee for shareholder accounts holding Class A, A3,
B, C, P, R, Y, AIM Cash Reserve and Investor Class Shares that are open during
any monthly period at a rate of $20.60.

     CLOSED ACCOUNT FEE. For performance by the Transfer Agent pursuant to this
Agreement, the Fund agrees on behalf of each of the Portfolios to pay the
Transfer Agent an annualized fee for shareholder accounts which previously held
Class A, A3, B, C, P, R, Y, AIM Cash Reserve and Investor Class Shares that were
closed during any monthly period at a rate of $0.70, to be paid for twelve
months following the date on which an account was closed.

     DETERMINING NUMBER OF BILLABLE ACCOUNTS. The Open Account Fee and the
Closed Account Fee shall be paid only with respect to accounts serviced directly
by the Transfer Agent and not with respect to accounts serviced by third parties
pursuant to omnibus account service or sub-accounting agreements, as provided in
Section 2.04 of the Agreement.

     BILLING OF FEES. Both the Open and Closed Account Fees shall be billed by
the Transfer Agent monthly in arrears on a prorated basis of 1/12 of the
annualized fee for all such accounts.

2. INSTITUTIONAL SHARE CLASSES

     ACCOUNTS SERVICED BY THE TRANSFER AGENT. For performance by the Transfer
Agent pursuant to this Agreement, the Fund agrees on behalf of the Institutional
Class Shares of each Portfolio to pay the Transfer Agent a fee equal to $2.00
per trade executed, to be billed monthly in arrears.

     CAP ON TRANSFER AGENCY FEES AND EXPENSES. The Transfer Agent agrees to
waive the right to collect any fee or reimbursement to which it is entitled
hereunder to the extent that collecting such fee or reimbursement would cause
the fees and expenses incurred hereunder by the Institutional Class Shares of
any given Portfolio to exceed 0.10% of the average net assets attributable to
such Class of such Portfolio.




3. INVESTMENT CREDITS

     The total fees due to the Transfer Agent from all funds affiliated with the
Fund shall be reduced by an amount equal to the investment income earned by the
Transfer Agent, if any, on the balances of the disbursement accounts for those
funds. Such credits shall first be allocated to the Institutional Class, if any,
of a Portfolio based upon the number of accounts holding shares of such Class
relative to the total number of accounts holding all Classes of shares in the
Portfolio. The Portfolio's remaining fiscal year-to-date credits shall be
allocated among accounts holding Class A, A3, B, C, P, R, Y, AIM Cash Reserve
and Investor Class Shares, as applicable, on the basis of fiscal year-to-date
average net assets.

4. OUT-OF-POCKET EXPENSES

     The Fund shall reimburse the Transfer Agent monthly for applicable
out-of-pocket expenses relating to the procurement of the following goods and
services, as they relate to the performance of the Transfer Agent's obligations
set forth in Article I of the Agreement, including, but not limited to:

     (a)  Remote access, license and usage charges paid by the Transfer Agent
          for use of shareholder record keeping and related systems provided by
          DST Systems, Inc., and used by the Transfer Agent to service
          Shareholder accounts, including but not limited to:

          (i)  TA2000(R), the record keeping system on which records related to
               most Shareholder accounts will be maintained;

          (ii) TRAC2000(R), the record keeping system on which records related
               to Shareholder accounts held by and through employer-sponsored
               retirement plans are maintained;

          (iii) Automated Work DistributorTM, a document imaging, storage and
               distribution system;

          (iv) Financial Access Network, a computer system and related software
               applications which will provide the necessary interfaces to allow
               customers to access account information residing on the TA2000
               and TRAC2000 systems through invescoaim.com;

          (v)  PowerSelectTM, a reporting database that the Transfer Agent can
               query to produce reports derived from Shareholder account data
               residing on the TA2000 and TRAC2000 systems; and

          (vi) Client specific system enhancements.

     (b)  Computer and data processing and storage equipment, communication
          lines and equipment, printers and other equipment used in connection
          with the provision of services hereunder, and any expenses incurred in
          connection with the installation and use of such equipment and lines.

     (c)  Microfiche, microfilm and electronic image scanning equipment.

     (d)  Electronic data and image storage media and related storage costs.

     (e)  Record retention, retrieval and destruction costs, including, but not
          limited to exit fees charged by third party record keeping vendors.

     (f)  Telephone and telecommunication costs, including all lease,
          maintenance and line costs.

     (g)  Programming costs, system access and usage fees, electronic
          presentment service




          fees, data and document delivery fees, and other related fees and
          costs which relate to the printing and delivery of the following
          documents to Shareholders and to each Shareholder's broker of record:

          (i)  Investment confirmations;

          (ii) Periodic account statements;

          (iii) Tax forms; and

          (iv) Redemption checks.

     (h)  Printing costs, including, without limitation, the costs associated
          with printing stationery, envelopes, share certificates, checks,
          investment confirmations, periodic account statements, and tax forms.

     (i)  Postage (bulk, pre-sort, ZIP+4, bar coding, first class), certified
          and overnight mail and private delivery services, courier services and
          related insurance.

     (j)  Certificate insurance.

     (k)  Banking charges, including without limitation, incoming and outgoing
          wire charges and charges associated with the receipt and processing of
          government allotments.

     (l)  Check writing fees.

     (m)  Federal Reserve charges for check clearance.

     (n)  Rendering fees.

     (o)  Audit, consulting and legal fees which relate to the provision of
          service hereunder.

     (p)  Shareholder information and education mailings, including, but not
          limited to, periodic shareholder newsletters and tax guides.

     (q)  Duplicate services;

     (r)  Such other miscellaneous expenses reasonably incurred by the Transfer
          Agent in performing its duties and responsibilities.

     (s)  Due diligence mailings.

     (t)  Ad hoc reports.

     (u)  Fees and expenses assessed by third-party service providers in
          connection with the compilation and delivery of shareholder
          transaction data requested by the Transfer Agent in connection with
          its administration of the Fund's Rule 22c-2 compliance program.

     The Fund agrees that postage and mailing expenses will be paid on the day
of or prior to mailing. In addition, the Fund will promptly reimburse the
Transfer Agent for any other unscheduled expenses incurred by the Transfer Agent
whenever the Fund and the Transfer Agent mutually agree that such expenses are
not otherwise properly borne by the Transfer Agent as part of its duties and
obligations under the Agreement.

     Out-of-pocket expenses incurred by the Transfer Agent hereunder shall first
be allocated among the series portfolios of the AIM Funds based upon the number
of open accounts holding shares in such portfolios. Such out-of-pocket expenses
that have been allocated to a Portfolio shall be further allocated to the
Institutional Class, if any, of such Portfolio based upon the number of accounts
holding shares of such Class relative to the total number of accounts holding
shares of all Classes in the Portfolio. The remaining amount of the Portfolio's
fiscal year-to-date out-of-pocket expenses shall be further allocated among
accounts holding Class A, A3, B, C, P, R, Y, AIM Cash




Reserve and Investor Class Shares, as applicable, on the basis of fiscal
year-to-date average net assets.

5. DEFINITIONS

     As used in this Fee Schedule, "AIM Funds" shall mean all investment
companies and their series portfolios, if any, comprising, from time to time,
the AIM Family of Funds.(R)"

     All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.

                                         AIM GROWTH SERIES


                                         By:
                                             -----------------------------------
                                                   Senior Vice President


ATTEST:


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Assistant Secretary


                                         INVESCO AIM INVESTMENT SERVICES, INC.


                                         By:
                                             ----------------------------------
                                                         President


ATTEST:


--------------------------------------
Assistant Secretary