0001193125-04-205376 Sample Contracts

AMENDMENT NO. 11 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”) is hereby amended to reflect the renaming of each INVESCO Fund by replacing “INVESCO” with “AIM” and further to change the name of INVESCO Core Equity Fund to AIM Core Stock Fund, INVESCO Mid-Cap Growth Fund to AIM Mid Cap Stock Fund and INVESCO U.S. Government Money Fund to Premier U.S. Government Money Portfolio.

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AMENDMENT NO. 8 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”) is hereby amended as follows:

TRANSFER AGENCY AND SERVICE AGREEMENT between AIM STOCK FUNDS and AIM INVESTMENT SERVICES, INC.
Transfer Agency and Service Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds • Texas

AGREEMENT made as of the 1st day of July, 2004, by and between AIM Stock Funds, a Delaware statutory trust, having its principal office and place of business at 11 Greenway Plaza, Suite 100, Houston, Texas 77046 (the “Fund”), and AIM Investment Services, Inc., a Delaware corporation, having its principal office and place of business at 11 Greenway Plaza, Suite 100, Houston, Texas 77046 (the “Transfer Agent”).

AMENDMENT NO. 6 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”) is hereby amended as follows:

AMENDMENT NO. 9 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

The Amended and Restated Master Distribution Agreement (Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a “Portfolio”), with respect to the Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

AIM COMBINATION STOCK & BOND FUNDS MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds • Texas

THIS AGREEMENT is made this 25th day of November, 2003, by and between AIM Combination Stock & Bond Funds, 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”).

AMENDMENT NO. 8 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

The Amended and Restated Master Distribution Agreement (Class B Shares) (the “Agreement”) made as of the 18th day of August 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a “Portfolio”), with respect to the Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

AMENDMENT NO. 10 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”) is hereby amended to reflect the name change of the AIM Basic Value II Fund to the AIM Select Basic Value Fund.

AMENDMENT NO. 4 TO MASTER CUSTODIAN CONTRACT
Master Custodian Contract • November 30th, 2004 • Aim Combination Stock & Bond Funds

THIS AMENDMENT TO MASTER CUSTODIAN CONTRACT is dated as of September 8, 2004, by and between State Street Bank and Trust Company (the “Custodian”) and each investment company set forth on Appendix A hereto (each such entity referred to herein as a “Fund”, and any series of a Fund, a “Portfolio”).

MEMORANDUM OF AGREEMENT
Memorandum of Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

This Memorandum of Agreement is entered into as of the date indicated on Exhibit “A” between AIM Combination Stock & Bond Funds, AIM Counselor Series Trust, AIM Sector Funds, AIM Stock Funds and AIM Treasurer’s Series Trust (each a “Fund” and, collectively, the “Funds”), on behalf of the portfolios listed on Exhibit “A” to this Memorandum of Agreement (the “Portfolios”), and A I M Advisors, Inc. (“AIM”).

AMENDMENT NO. 2 TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

Amendment No. 2, effective December 8, 2003, to the Master Custodian Agreement dated May 8, 2001, as amended May 10, 2002, by and between State Street Bank and Trust Company (the “Custodian”) and each of the entities set forth on Appendix A hereto (each, a “Fund”) (the “Agreement”).

AMENDMENT NO. 11 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

The Amended and Restated Master Distribution Agreement (Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a “Portfolio”), with respect to the Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • November 30th, 2004 • Aim Combination Stock & Bond 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”).

Amendment No. 1 to Transfer Agency Agreement
Transfer Agency Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

The Transfer Agency Agreement made as of the 20th day of November, 2003 (the “Agreement”), between AIM Sector Funds, a Delaware statutory trust (the “Company”), and certain other investment companies, and AIM INVESTMENT SERVICES, INC., a Delaware corporation (the “Transfer Agent”), is hereby amended, as of the 24th day of November 2003.

AMENDMENT NO. 10 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

The Amended and Restated Master Distribution Agreement (Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a “Portfolio”), with respect to the Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds • Texas

This AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is made this 1st day of July, 2004 by and between A I M ADVISORS, INC., a Delaware corporation (the “Administrator”) and AIM COMBINATION STOCK & BOND 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”).

MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • November 30th, 2004 • Aim Combination Stock & Bond 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 the registered investment companies specified in Appendix A (each individually referred to as “Trust”), each a Delaware statutory 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”).

Amendment No. 2 to Transfer Agency Agreement
Transfer Agency Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

The Transfer Agency Agreement made as of the 20th day of November, 2003 (the “Agreement”), between INVESCO Variable Investment Funds, Inc., a Maryland corporation (the “Company”), and certain other investment companies, and AIM INVESTMENT SERVICES, INC., a Delaware corporation (the “Transfer Agent”), is hereby amended, as of the 1st day of May 2004.

AMENDMENT NO. 3 TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

Amendment No. 3, effective April 30, 2004, to the Master Custodian Agreement dated May 8, 2001, as amended May 10, 2002 and December 8, 2003, by and between State Street Bank and Trust Company (the “Custodian”) and each of the entities set forth on Appendix A hereto (each, a “Fund”) (the “Agreement”).

LOGO OF AIM INVESTMENTS APPEARS HERE] MASTER RELATED AGREEMENT TO AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (REIMBURSEMENT) (INVESTOR CLASS SHARES)
Master Related Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds • Texas

This Master Related Agreement (the “Agreement”) is entered into in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) by each registered investment company, listed in Schedule A to this Agreement (each individually referred to as a “Fund”, or collectively, “Funds”), severally, on behalf of each of the series of common stock or beneficial interest, as the case may be, set forth in Schedule A to this Agreement (each, a “Portfolio” ), with respect to the Investor Class Shares of each such Portfolio listed on Schedule A. This Agreement, being made between A I M Distributors, Inc. (“Distributors”) and each Fund, on behalf of each applicable Portfolio, defines the services to be provided by Distributors, or its designees, for which it is to receive its allocated share of expenses incurred pursuant to the Amended and Restated Master Distribution Plan (Investor Class Shares) (the “Plan”) adopted by each of the Funds. The Plan has been approved by a

AMENDMENT NO. 6 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

The Amended and Restated Master Distribution Agreement (Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a “Portfolio”), with respect to the Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

AMENDMENT NO. 7 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

The Amended and Restated Master Distribution Agreement (Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a “Portfolio”), with respect to the Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

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AMENDMENT NO. 5 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

The Amended and Restated Master Distribution Agreement (Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a “Portfolio”), with respect to the Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

AMENDMENT NO. 1 AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

The Amended and Restated Master Administrative Services Agreement (the “Agreement”), dated July 1, 2004, by and between A I M ADVISORS, INC., a Delaware corporation, and AIM Combination Stock & Bond Funds, a Delaware business trust, is hereby amended as follows:

AMENDMENT NO. 1 TO AGREEMENT AND DECLARATION OF TRUST OF AIM COMBINATION STOCK & BOND FUNDS
Agreement and Declaration • November 30th, 2004 • Aim Combination Stock & Bond Funds

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

MEMORANDUM OF AGREEMENT
Memorandum of Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

This Memorandum of Agreement is entered into as of this 1st day of September, 2004, between AIM Combination Stock & Bond Funds (the “Trust”), on behalf of the funds listed on Exhibit “A” to this Memorandum of Agreement (the “Funds”), and A I M Advisors, Inc. (“AIM”).

AMENDMENT NO. 1 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Aim Combination Stock & Bond Funds • November 30th, 2004

This Amendment dated as of October 15, 2004, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Agreement”), dated November 25, 2003, between A I M Advisors, Inc. and INVESCO Institutional (N.A.), Inc.

AMENDMENT NO. 2 TO AGREEMENT AND DECLARATION OF TRUST OF AIM COMBINATION STOCK & BOND FUNDS
Agreement and Declaration • November 30th, 2004 • Aim Combination Stock & Bond Funds

This Amendment No. 2 to the Agreement and Declaration of Trust of AIM Combination Stock & Bond Funds (this “Amendment”) amends, effective as of October 15, 2004, the Agreement and Declaration of Trust of AIM Combination Stock & Bond Funds (the “Trust”) dated as of July 29, 2003, as amended (the “Agreement”).

AMENDMENT NO. 1 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

This Amendment dated as of October 15, 2004, amends the Master Investment Advisory Agreement (the “Agreement”), dated November 25, 2003, between AIM Combination Stock & Bond Funds, a Delaware statutory trust, and A I M Advisors, Inc., a Delaware corporation.

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Master Intergroup • November 30th, 2004 • Aim Combination Stock & Bond Funds • 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.

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