EXHIBIT h(5)(c)
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into as of this 1st day of
July, 2002, between AIM International Funds, Inc. (the "Company"), on behalf of
the fund listed on Exhibit "A" to this Memorandum of Agreement (the "Fund"), and
A I M Advisors, Inc. ("AIM").
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 Company and AIM agree as follows:
The Company and AIM agree until the date set forth on the attached
Exhibit "A" that AIM will waive its fees or reimburse expenses to the extent
that the expenses (excluding interest, taxes, dividend expense on short sales,
extraordinary items, and increases in expenses due to expense offset
arrangements, if any) of a class of the Fund exceed the rate set forth on
Exhibit "A" of the average daily net assets allocable to such class. Neither the
Company nor AIM may remove or amend the waivers or expense limitations to the
Company's detriment prior to the date set forth on Exhibit "A." AIM will not
have any right to reimbursement of any amount so waived or reimbursed.
The Company 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 Company, by vote of its
Board of Directors, or AIM terminates the waivers or limitations, or the Company
and AIM are unable to reach an agreement on the amount of the waivers or
limitations to which the Company and AIM desire to be bound, the waivers or
limitations will continue for additional one-year terms at the rate to which the
Company and AIM mutually agree. Exhibit "A" will be amended to reflect that rate
and the new date through which the Company and AIM agree to be bound.
IN WITNESS WHEREOF, the Company and AIM have entered into this
Memorandum of Agreement as of the date first above written.
AIM International Funds, Inc.,
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 FUNDS, INC.
FUND EXPENSE CAP COMMITTED UNTIL
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AIM Global Income Fund
Class A 1.50% June 30, 2003
Class B (See Note 1 below) June 30, 2003
Class C (See Note 1 below) June 30, 2003
NOTE 1: The amount equal to Total Annual Fund Operating Expenses (as calculated
in the fund's financial statements) less the basis point amounts
necessary to limit Class A shares Total Annual Fund Operating Expenses
to 1.50%.