0001193125-04-032426 Sample Contracts

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TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • March 2nd, 2004 • Aim Counselor Series Funds • Texas

AGREEMENT made as of this 20th day of November, 2003, between the registered investment companies specified in Schedule A, each a Delaware statutory trust (each individually referred to as “Company”), having its principal office and place of business at 11 Greenway Plaza, Suite 100, Houston, Texas, 77046, and AIM Investment Services, Inc., a Delaware corporation, having its principal place of business at 11 Greenway Plaza, Suite 100, Houston, Texas 77046 (the “Transfer Agent”).

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Aim Counselor Series Funds • March 2nd, 2004 • Texas

This contract is made as of November 25, 2003, between A I M Advisors, Inc. hereinafter “Adviser,” 11 Greenway Plaza, Suite 100, Houston, Texas 77046, and INVESCO Institutional (N.A.), Inc. “Sub-Adviser,” 1360 Peachtree Street, N.E., Suite 100, Atlanta, Georgia 30309.

AMENDMENT NO. 1 TO AGREEMENT AND DECLARATION OF TRUST OF AIM COUNSELOR SERIES TRUST
Aim Counselor Series Funds • March 2nd, 2004

This Amendment No. 1 to the Agreement and Declaration of Trust of AIM Counselor Series Trust (this “Amendment”) amends, effective as of December 10, 2003, the Agreement and Declaration of Trust of AIM Counselor Series Trust (the “Trust”) dated as of July 29, 2003, as amended (the “Agreement”).

MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • March 2nd, 2004 • Aim Counselor Series Funds • Texas

This MASTER ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is made this 25th day of November, 2003 by and between A I M ADVISORS, INC., a Delaware corporation (the “Administrator”) and AIM International Mutual Funds, a Delaware statutory trust (the “Trust”) with respect to the separate series set forth in Appendix A to this Agreement, as the same may be amended from time to time (the “Portfolios”).

AIM COUNSELOR SERIES TRUST MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • March 2nd, 2004 • Aim Counselor Series Funds • Texas

THIS AGREEMENT is made this 25th day of November, 2003, by and between AIM Counselor Series Trust, a Delaware statutory trust (the “Trust”) with respect to its series of shares shown on the Appendix A attached hereto, as the same may be amended from time to time, and A I M Advisors, Inc., a Delaware corporation (the “Advisor”).

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