AMENDMENT NO. 3
TO
MASTER INVESTMENT ADVISORY AGREEMENT
This Amendment dated as of May 1, 2008, amends the Master Investment
Advisory Agreement (the "Agreement"), dated November 25, 2003, between AIM
International Mutual Funds, a Delaware statutory trust, and Invesco Aim
Advisors, Inc., formerly A I M Advisors, Inc., a Delaware corporation.
W I T N E S S E T H:
WHEREAS, the parties desire to amend the Agreement to change the name of
AIM Global Aggressive Growth Fund to AIM Global Small & Mid Cap Growth Fund.
NOW, THEREFORE, the parties agree as follows;
1. Appendix A and Appendix B to the Agreement are hereby deleted in
their entirety and replaced with the following:
"APPENDIX A
FUNDS AND EFFECTIVE DATES
NAME OF FUND EFFECTIVE DATE OF ADVISORY AGREEMENT
-------------------------------------- ------------------------------------
AIM Asia Pacific Growth Fund November 25, 2003
AIM European Growth Fund November 25, 2003
AIM Global Growth Fund November 25, 2003
AIM Global Small & Mid Cap Growth Fund November 25, 2003
AIM International Core Equity Fund November 25, 2003
AIM International Growth Fund November 25, 0000
XXXXXXXX X
COMPENSATION TO THE ADVISOR
The Trust shall pay the Advisor, out of the assets of a Fund, as full
compensation for all services rendered, an advisory fee for such Fund set forth
below. Such fee shall be calculated by applying the following annual rates to
the average daily net assets of such Fund for the calendar year computed in the
manner used for the determination of the net asset value of shares of such Fund.
AIM ASIA PACIFIC GROWTH FUND
AIM EUROPEAN GROWTH FUND
AIM INTERNATIONAL GROWTH FUND
NET ASSETS ANNUAL RATE
-------------------------------------- -----------
First $250 million.................... 0.935%
Next $250 million..................... 0.91%
Next $500 million..................... 0.885%
Next $1.5 billion..................... 0.86%
Next $2.5 billion..................... 0.835%
Next $2.5 billion..................... 0.81%
Next $2.5 billion..................... 0.785%
Over $10 billion...................... 0.76%
AIM GLOBAL GROWTH FUND
AIM GLOBAL SMALL & MID CAP GROWTH FUND
NET ASSETS ANNUAL RATE
-------------------------------------- -----------
First $250 million.................... 0.80%
Next $250 million..................... 0.78%
Next $500 million..................... 0.76%
Next $1.5 billion..................... 0.74%
Next $2.5 billion..................... 0.72%
Next $2.5 billion..................... 0.70%
Next $2.5 billion..................... 0.68%
Over $10 billion...................... 0.66%
AIM INTERNATIONAL CORE EQUITY FUND
NET ASSETS ANNUAL RATE
-------------------------------------- -----------
First $500 million.................... 0.75%
Next $500 million..................... 0.65%
From $1 billion....................... 0.55%
From $2 billion....................... 0.45%
From $4 billion....................... 0.40%
From $6 billion....................... 0.375%
From $8 billion....................... 0.35%"
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2. In all other respects, the Agreement is hereby confirmed and remains
in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective officers on the date first written above.
AIM INTERNATIONAL MUTUAL FUNDS
Attest: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxx
---------------------------- -------------------------------
Assistant Secretary Xxxx X. Xxxx
Senior Vice President
(SEAL)
INVESCO AIM ADVISORS, INC.
Attest: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxx
---------------------------- -------------------------------
Assistant Secretary Xxxx X. Xxxx
Senior Vice President
(SEAL)
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