AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM INTERNATIONAL MUTUAL FUNDS

AMENDMENT NO. 5
TO AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST OF
AIM INTERNATIONAL MUTUAL FUNDS

          This Amendment No. 5 (the “Amendment”) to the Amended and Restated Agreement and Declaration of Trust of AIM International Mutual Funds (the “Trust”) amends, effective June 19, 2008, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the “Agreement”).

          Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.

          WHEREAS, the Trust desires to amend the Agreement to reflect the addition of Class Y Shares;

          NOW, THEREFORE, the Agreement is hereby amended as follows:

     1. Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit 1 to this Amendment.

     2. All references in the Agreement to “this Agreement” shall mean the Agreement as amended by this Amendment.

     3. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.

     IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of June 19, 2008.

	By:	/s/ Xxxx X. Xxxx
	Name:		Xxxx X. Xxxx
	Title:		Senior Vice President

EXHIBIT 1
TO AMENDMENT NO. 4 TO
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST OF
AIM INTERNATIONAL MUTUAL FUNDS

“SCHEDULE A
AIM INTERNATIONAL MUTUAL FUNDS
PORTFOLIOS AND CLASSES THEREOF

PORTFOLIO		CLASSES OF EACH PORTFOLIO
AIM Asia Pacific Growth Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class Y Shares
		Institutional Class Shares
AIM European Growth Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class R Shares
		Class Y Shares
		Institutional Class Shares
		Investor Class Shares
AIM Global Growth Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class Y Shares
		Institutional Class Shares
AIM Global Small & Mid Cap Growth Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class Y Shares
		Institutional Class Shares
AIM International Core Equity Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class R Shares
		Class Y Shares
		Institutional Class Shares
		Investor Class Shares
AIM International Growth Fund		Class A Shares
		Class B Shares
		Class C Shares
		Class R Shares
		Class Y Shares
		Institutional Class Shares”