Amendment No. 2 to Transfer Agency Agreement

Amendment No. 2 to Transfer Agency Agreement

The Transfer Agency Agreement made as of the 20^th day of November, 2003 (the “Agreement”), between INVESCO Variable Investment Funds, Inc., a Maryland corporation (the “Company”), and certain other investment companies, and AIM INVESTMENT SERVICES, INC., a Delaware corporation (the “Transfer Agent”), is hereby amended, as of the 1^st day of May 2004.

WHEREAS, the Company and the Transfer Agent desire to amend the Agreement to delete the Company and its various series portfolios, from the Agreement;

NOW, THEREFORE, the parties agree as follows:

1. Schedule A to the Agreement is hereby deleted in its entirety and replaced with the following:

“Schedule A

REGISTERED INVESTMENT COMPANY		FUNDS		EFFECTIVE DATE
AIM Counselor Series Trust		INVESCO Advantage Health Sciences Fund INVESCO Multi-Sector Fund		November 25, 2003
AIM Combination Stock & Bond Funds		INVESCO Core Equity Fund INVESCO Total Return Fund		November 25, 2003
AIM International Mutual Funds		INVESCO International Core Equity		November 25, 2003
AIM Sector Funds		INVESCO Energy Fund INVESCO Financial Services Fund INVESCO Gold & Precious Metals Fund INVESCO Health Sciences Fund INVESCO Leisure Fund INVESCO Technology Fund INVESCO Utilities Fund		November 20, 2003
AIM Stock Funds		INVESCO Dynamics Fund INVESCO Mid-Cap Growth Fund INVESCO Small Company Growth Fund INVESCO S&P 500 Index Fund		November 25, 2003
AIM Treasurer’s Series Trust		INVESCO Treasurer’s Money Market Reserve Fund INVESCO Treasurer’s Tax-Exempt Reserve Fund INVESCO U.S. Government Money Fund INVESCO Stable Value Fund”		November 25, 2003

2. The Fee Schedule to the Agreement is hereby deleted in its entirety and replaced with the following:

“FEE SCHEDULE

This Fee Schedule for services is made pursuant to the Transfer Agency Agreement dated November 20, 2003 (the “Agreement”), between the registered investments companies specified in Schedule A (each individually referred to as “Company”) and AIM Investment Services, Inc. (the “Transfer Agent”). The parties hereto agree to the following:

Account Maintenance Charges. Fees are based on an annual charge set forth below. These annual charges are billable monthly at the rate of one-twelfth (1/12) of the annual fee.

Company		Annual Charge Per Shareholder Account			Annual Omnibus Account Charge Per Participant
AIM Counselor Series Trust		$	22.50		$	22.50
AIM Combination Stock & Bond Funds		$	22.50		$	22.50
AIM International Mutual Funds		$	22.50		$	22.50
AIM Sector Funds		$	22.50		$	22.50
AIM Stock Funds		$	22.50		$	22.50
AIM Treasurer’s Series Trust1		$	29.50		$	29.50
AIM Treasurer’s Series Trust2		$	28.50		$	28.50

Expenses. A Fund shall not be liable for reimbursement to the Transfer Agent of expenses incurred by it in the performance of services pursuant to the Agreement, provided, however, that nothing herein or in the Agreement shall be construed as affecting in any manner any obligations assumed by a Fund with respect to expense payment or reimbursement pursuant to a separate written agreement between the Fund and the Transfer Agent or any affiliate thereof.

¹ The Transfer Agent will not charge INVESCO Treasurer’s Money Market Reserve Fund and INVESCO Treasurer’s Tax-Exempt Reserve Fund, portfolios of the Company, a fee under this Agreement, but this commitment may be changed following consultation with the board of trustees. The Transfer Agent will receive a fee with respect to INVESCO U.S. Government Money Fund.

² The Transfer Agent will receive a fee with respect to INVESCO Stable Value Fund.”

3. All other terms and conditions of the Agreement shall remain in full force and effect.

AGREED AND EXECUTED:
INVESCO Variable Investment Funds, Inc.						AIM Investment Services, Inc.
By:		/s/ XXXXXX X. XXXXXX				By:		/S/ XXXX X. XXXXXXXXXX
Name:		XXXXXX X. XXXXXX				Name:		XXXX X. XXXXXXXXXX
Title:		PRESIDENT				Title:		DIRECTOR & CHAIRMAN