Sub Item 77Q1(e)
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into as of this 1st day of
November 2004, between AIM International Mutual Funds (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, as restated November 25,
2003, between AIM International Funds, Inc., on behalf of AIM International
Growth Fund, and A I M Advisors, Inc. AIM shall and hereby agrees to waive fees
or reimburse expenses of the Fund, on behalf of its respective classes as
applicable, severally and not jointly, as indicated in Exhibit A.
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 at 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 the 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 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 International Mutual Funds,
on behalf of the Fund listed in Exhibit "A"
to this Memorandum of Agreement
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President
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A I M Advisors, Inc.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title: President
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EXHIBIT "A"
AIM INTERNATIONAL MUTUAL FUNDS
FUND WAIVER COMMITTED UNTIL
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AIM International Growth Fund
All Classes Advisory fee waiver of 0.05% October 31, 2005
of the advisory fee payments
on average net assets in
excess of $500 million
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