MEMORANDUM OF AGREEMENT (12b-1 Fee Waivers)

MEMORANDUM OF AGREEMENT
(12b-1 Fee Waivers)

     This Memorandum of Agreement is entered into as of the effective date listed on Exhibit “A” of this agreement, between AIM Investment Funds, AIM Investment Securities Funds and Short-Term Investments Trust (each a “Trust” and, collectively, the “Trusts”), on behalf of the funds or portfolios, as applicable, listed on Exhibit “A” to this Memorandum of Agreement (the “Funds”), and Invesco Aim Distributors, Inc. (“Distributors”). Distributors shall and hereby agrees to waive fees of each Fund, on behalf of its respective classes as applicable, severally and not jointly, as indicated in the attached 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 Distributors agree as follows:

     For the Contractual Waivers (listed in the attached Exhibit), the Trusts and Distributors agree until at least the date set forth on the attached Exhibit “A” (the “Expiration Date”) that Distributors will waive Rule 12b-1 distribution plan fees in an amount equal to the rates as set forth on Exhibit “A” multiplied by the average annual daily net assets allocable to such class. Each Trust’s Board of Trustees and Distributors may terminate or modify this Memorandum of Agreement prior to the Expiration Date only by mutual written consent. Distributors will not have any right to reimbursement of any amount so waived.

     For the Contractual Waivers, the Trusts and Distributors agree to review the then-current waivers for each class of each Fund 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 Trusts and Distributors have agreed to continue them. Exhibit “A” will be amended to reflect any such agreement.

     For any Voluntary Waivers, the Trust and Distributors agree that these are not contractual in nature and that Distributors may establish, amend and/or terminate such expense limitations at any time in its sole discretion after consultation with each Trust’s Board of Trustees. Any delay or failure by Distributors to update this Memorandum of Agreement with regards to the terminations, extensions, or expirations of any Voluntary Waivers shall have no effect on the term of such Voluntary Waivers.

     It is expressly agreed that the obligations of the Trusts 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 Funds, 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 each Trust, and this Memorandum of Agreement has been executed and delivered by an authorized officer of each 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 Funds, as provided in each Trust’s Agreement and Declaration of Trust.

     IN WITNESS WHEREOF, the Trusts and Distributors have entered into this Memorandum of Agreement as of the date first above written.

EXHIBIT “A”

AIM Investment Funds

		CONTRACTUAL/				EFFECTIVE		EXPIRATION
FUND		VOLUNTARY		WAIVER		DATE		DATE
AIM LIBOR Alpha Fund
Class C Shares		Contractual		0.50%		March 31, 2006		February 28, 2011

AIM Investment Securities Funds

		CONTRACTUAL/				EFFECTIVE		EXPIRATION
FUND		VOLUNTARY		WAIVER		DATE		DATE
AIM Short Term Bond Fund
Class C Shares		Contractual		0.50%		February 1, 2006		June 30, 2011

Short-Term Investments Trust

		Contractual/				EFFECTIVE		EXPIRATION
FUND		Voluntary		WAIVER		DATE		DATE
Government & Agency Portfolio Cash Management Class		Contractual		0.02%		June 30, 2005		June 30, 2010
Personal Investment Class		Contractual		0.20%		June 30, 2005		June 30, 2010
Private Investment Class		Contractual		0.20%		June 30, 2005		June 30, 2010
Reserve Class		Contractual		0.13%		June 30, 2005		June 30, 2010
Resource Class		Contractual		0.04%		June 30, 2005		June 30, 2010
Government TaxAdvantage Portfolio Cash Management Class		Contractual		0.02%		June 30, 2005		June 30, 2010
Personal Investment Class		Contractual		0.20%		June 30, 2005		June 30, 2010
Private Investment Class		Contractual		0.25%		June 30, 2005		June 30, 2010
Reserve Class		Contractual		0.13%		June 30, 2005		June 30, 2010
Resource Class		Contractual		0.04%		June 30, 2005		June 30, 2010
Liquid Assets Portfolio Cash Management Class		Contractual		0.02%		June 30, 2005		June 30, 2010
Personal Investment Class		Contractual		0.20%		June 30, 2005		June 30, 2010
Private Investment Class		Contractual		0.20%		June 30, 2005		June 30, 2010
Reserve Class		Contractual		0.13%		June 30, 2005		June 30, 2010
STIC Prime Portfolio Cash Management Class		Contractual		0.02%		June 30, 2005		June 30, 2010
Personal Investment Class		Contractual		0.20%		June 30, 2005		June 30, 2010
Private Investment Class		Contractual		0.20%		June 30, 2005		June 30, 2010
Reserve Class		Contractual		0.13%		June 30, 2005		June 30, 2010
Resource Class		Contractual		0.04%		June 30, 2005		June 30, 2010

		Contractual/				EFFECTIVE		EXPIRATION
FUND		Voluntary		WAIVER		DATE		DATE
Tax-Free Cash Reserve Portfolio Cash Management Class		Contractual		0.02%		April 30, 20081		June 30, 2010
Personal Investment Class		Contractual		0.20%		April 30, 20081		June 30, 2010
Private Investment Class		Contractual		0.25%		April 30, 20081		June 30, 2010
Reserve Class		Contractual		0.13%		April 30, 20081		June 30, 2010
Resource Class		Contractual		0.04%		April 30, 20081		June 30, 2010
Treasury Portfolio Cash Management Class		Contractual		0.02%		June 30, 2005		June 30, 2010
Personal Investment Class		Contractual		0.20%		June 30, 2005		June 30, 2010
Private Investment Class		Contractual		0.20%		June 30, 2005		June 30, 2010
Reserve Class		Contractual		0.13%		June 30, 2005		June 30, 2010
Resource Class		Contractual		0.04%		June 30, 2005		June 30, 2010

AIM Variable Insurance Funds

		CONTRACTUAL/				EFFECTIVE		EXPIRATION
FUND		VOLUNTARY		WAIVER		DATE		DATE
Invesco ▇▇▇ ▇▇▇▇▇▇ V.I. Equity and Income Fund Series II		Contractual		0.20%		February 12, 2010		June 30, 2012
Invesco ▇▇▇ ▇▇▇▇▇▇ V.I. Mid Cap Value Fund Series II		Contractual		0.15%		February 12, 2010		June 30, 2012