MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into as of the effective date on
Exhibit "A", between AIM Funds Group, AIM International Mutual Funds, AIM
Treasurer's Series Trust and AIM Variable Insurance Funds (each a "Trust" or,
collectively, the "Trusts"), on behalf of the funds 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 November
1, 2004, between AIM International Mutual Funds, 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 Trusts and AIM agree as follows:
The Trusts 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 Trusts and AIM agree to review the then-current waivers or expense
limitations for each class of the Funds listed on Exhibit "A" on a date prior to
the Expiration Date to determine whether such waivers should be amended,
continued or terminated. The waivers will expire upon the Expiration Date unless
the Trust and AIM have agreed to continue them. Exhibit "A" will be amended to
reflect any such agreement.
It is expressly agreed that the obligations of each Trust hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trusts personally, but shall only bind the assets and
property of the Fund, as provided in each Trust's Agreement and Declaration of
Trust. The execution and delivery of this Memorandum of Agreement have been
authorized by the Trustees of the Trusts, and this Memorandum of Agreement has
been executed and delivered by an authorized officer of the Trusts 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 each Trust's
Agreement and Declaration of Trust.
IN WITNESS WHEREOF, each of the Trusts and AIM have entered into this
Memorandum of Agreement as of the date first above written.
AIM FUNDS GROUP
AIM INTERNATIONAL MUTUAL FUNDS,
AIM TREASURER'S SERIES TRUST
AIM VARIABLE INSURANCE FUNDS
on behalf of the Funds listed in Exhibit
"A" to this Memorandum of Agreement
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President
A I M ADVISORS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title: President
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EXHIBIT "A"
FUND WAIVER EFFECTIVE DATE EXPIRATION DATE
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AIM FUNDS GROUP
AIM Premier Equity Fund
All Classes Advisory fee waiver of 0.02% of the advisory fee July 1, 2005 June 30, 2006
payments on average net assets
AIM INTERNATIONAL MUTUAL FUNDS
AIM International Growth Fund
All Classes Advisory fee waiver of 0.05% of the advisory fee November 1, 2004 October 31, 2005
payments on average net assets in
excess of $500 million
AIM TREASURER'S SERIES TRUST
Premier Portfolio
All Classes Advisory fee waiver of 0.08% of the advisory fee June 30, 2005 August 31, 2006
payments on average net assets
Premier U.S. Government Money Portfolio
All Classes Advisory fee waiver of 0.08% of the advisory fee
payments on average net assets June 30, 2005 August 31, 2006
AIM VARIABLE INSURANCE FUNDS
AIM V.I. Premier Equity Fund
All Classes Advisory fee waiver of 0.02% of the advisory fee July 1, 2005 June 30, 2006
payments on average net assets
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