EXHIBIT h(6)(b)
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into as of this 1st day of
July, 2001 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 at 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/ XXXXX X. XXXXXXX
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Title: Senior Vice President
A I M Advisors, Inc.
By: /s/ XXXXXX X. XXXXXX
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Title: President
EXHIBIT "A"
AIM INTERNATIONAL FUNDS, INC.
FUND WAIVER COMMITTED UNTIL
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AIM International Equity Fund Advisory Fee waiver of 0.05%
Class A of the Advisory Fee payments June 30, 2002
Class B on average net assets in June 30, 2002
Class C excess of $500 million June 30, 2002
