0000950123-09-071952 Sample Contracts

AMENDMENT NO. 14 TO THE FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)
Master Distribution Agreement • December 18th, 2009 • Aim International Mutual Funds

The First Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of beneficial interest set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B Shares (the “Shares”) of each Portfolio, and INVESCO AIM DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended to reflect the addition of the following new portfolio — AIM Core Plus Bond Fund.

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AMENDMENT NO. 17 TO THE FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)
Master Distribution Agreement • December 18th, 2009 • Aim International Mutual Funds

The First Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of beneficial interest set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B Shares (the “Shares”) of each Portfolio, and INVESCO AIM DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended to reflect the name change of AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund to AIM Balanced-Risk Retirement Now Fund, AIM Balanced-Risk Retirement 2010 Fund, AIM Balan

AMENDMENT NUMBER 3 TO THE THIRD AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • December 18th, 2009 • Aim International Mutual Funds

This Amendment, dated as of July 1, 2009, is made to the Third Amended and Restated Transfer Agency and Service Agreement dated July 1, 2006, (the “Agreement”) between AIM International Mutual Funds (the “Fund”) and Invesco Aim Investment Services, Inc. (the “Transfer Agent”) pursuant to Article 11 of the Agreement.

AMENDMENT NO. 10 TO FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES)
Master Distribution Agreement • December 18th, 2009 • Aim International Mutual Funds

The First Restated Master Distribution Agreement (Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement (each, a “Portfolio”), with respect to the Class B Shares (the “Shares”) of each Portfolio, and INVESCO AIM DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

MEMORANDUM OF AGREEMENT (EXPENSE LIMITATIONS)
Memorandum of Agreement • December 18th, 2009 • Aim International Mutual Funds

This Memorandum of Agreement is entered into as of the Effective Date on the attached exhibits (the “Exhibits”), between AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Tax-Exempt Funds, AIM Variable Insurance Funds and Short-Term Investments Trust (each a “Trust” or, collectively, the “Trusts”), on behalf of the funds listed on the Exhibits to this Memorandum of Agreement (the “Funds”), and Invesco Aim Advisors, Inc. (“Invesco Aim”). Invesco Aim shall and hereby agrees to waive fees or reimburse expenses of each Fund, on behalf of its respective classes as applicable, severally and not jointly, as indicated in the attached Exhibits.

FOURTH AMENDED AND RESTATED MEMORANDUM OF AGREEMENT (SECURITIES LENDING ADMINISTRATIVE FEE WAIVER)
Memorandum of Agreement • December 18th, 2009 • Aim International Mutual Funds

This Fourth Amended and Restated Memorandum of Agreement is entered into as of the dates indicated on Exhibit “A” between AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Tax-Exempt Funds, AIM Treasurer’s Series Trust, AIM Variable Insurance Funds and Short-Term Investments Trust (each a “Fund” and collectively, the “Funds”), on behalf of the portfolios listed on Exhibit “A” to this Memorandum of Agreement (the “Portfolios”), and Invesco Aim Advisors, Inc. (“Invesco Aim”).

MASTER RELATED AGREEMENT TO FIRST RESTATED MASTER DISTRIBUTION PLAN (CLASS A SHARES)
Master Distribution Agreement • December 18th, 2009 • Aim International Mutual Funds • Texas

This Master Related Agreement (the “Agreement”) is entered into in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) by each registered investment company, listed in Schedule A to this Agreement (each individually referred to as a “Fund”, or collectively, “Funds”), severally, on behalf of each of the series of common stock or beneficial interest, as the case may be, set forth in Schedule A to this Agreement (each, a “Portfolio”), with respect to the Class A Shares of each such Portfolio listed on Schedule A. This Agreement, being made between Invesco Aim Distributors, Inc., formerly A I M Distributors, Inc. (“Distributors”) and each Fund, on behalf of each applicable Portfolio, defines the services to be provided by Distributors, or its designees, for which it is to receive payments pursuant to the First Restated Master Distribution Plan (Class A Shares) (the “Plan”) adopted by each of the Funds. The Plan has been approved by a majority of

MASTER RELATED AGREEMENT TO FIRST RESTATED MASTER DISTRIBUTION PLAN (CLASS R SHARES)
Master Distribution Agreement • December 18th, 2009 • Aim International Mutual Funds • Texas

This Master Related Agreement (the “Agreement”) is entered into in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) by each registered investment company, listed in Schedule A to this Agreement (each individually referred to as a “Fund”, or collectively, “Funds”), severally, on behalf of each of the series of common stock or beneficial interest, as the case may be, set forth in Schedule A to this Agreement (each, a “Portfolio”), with respect to the Class R Shares of each such Portfolio listed on Schedule A. This Agreement, being made between Invesco Aim Distributors, Inc., formerly A I M Distributors, Inc. (“Distributors”) and each Fund, on behalf of each applicable Portfolio, defines the services to be provided by Distributors, or its designees, for which it is to receive payments pursuant to the First Restated Master Distribution Plan (Class R Shares) (the “Plan”) adopted by each of the Funds. The Plan has been approved by a majority of

MASTER RELATED AGREEMENT TO FIRST RESTATED MASTER DISTRIBUTION PLAN (CLASS C SHARES)
Master Distribution Agreement • December 18th, 2009 • Aim International Mutual Funds • Texas

This Master Related Agreement (the “Agreement”) is entered into in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) by each registered investment company, listed in Schedule A to this Agreement (each individually referred to as a “Fund”, or collectively, “Funds”), severally, on behalf of each of the series of common stock or beneficial interest, as the case may be, set forth in Schedule A to this Agreement (each, a “Portfolio”), with respect to the Class C Shares of each such Portfolio listed on Schedule A. This Agreement, being made between Invesco Aim Distributors, Inc., formerly A I M Distributors, Inc. (“Distributors”) and each Fund, on behalf of each applicable Portfolio, defines the services to be provided by Distributors, or its designees, for which it is to receive payments pursuant to the First Restated Master Distribution Plan (Class C Shares) (the “Plan”) adopted by each of the Funds. The Plan has been approved by a majority of

AMENDMENT NO. 9 TO FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES)
Master Distribution Agreement • December 18th, 2009 • Aim International Mutual Funds

The First Restated Master Distribution Agreement (Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement (each, a “Portfolio”), with respect to the Class B Shares (the “Shares”) of each Portfolio, and INVESCO AIM DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

AMENDMENT NO. 3 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM INTERNATIONAL MUTUAL FUNDS
Amended and Restated Agreement and Declaration of Trust • December 18th, 2009 • Aim International Mutual Funds

This Amendment No. 3 (the “Amendment”) to the Amended and Restated Agreement and Declaration of Trust of AIM International Mutual Funds (the “Trust”) amends, effective as of May 1, 2008, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the “Agreement”).

AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM INTERNATIONAL MUTUAL FUNDS
Amended and Restated Agreement and Declaration of Trust • December 18th, 2009 • 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”).

AMENDMENT NO. 4 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM INTERNATIONAL MUTUAL FUNDS
Amendment No. 4 to Amended and Restated Agreement and Declaration of Trust • December 18th, 2009 • Aim International Mutual Funds

This Amendment No. 4 (the “Amendment”) to the Amended and Restated Agreement and Declaration of Trust of AIM International Mutual Funds (the “Trust”) amends, effective as of May 1, 2008, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the “Agreement”).

SHAREHOLDER SERVICE AGREEMENT FOR SALE OF SHARES OF THE AIM MUTUAL FUNDS
Shareholder Service Agreement • December 18th, 2009 • Aim International Mutual Funds • Texas

This Shareholder Service Agreement (the “Agreement”) being made between Invesco Aim Distributors, Inc. (“Invesco Distributors”) and the undersigned authorized dealer (“Dealer”), defines the services to be provided by the Dealer.

BANK SHAREHOLDER SERVICE AGREEMENT
Bank Shareholder Service Agreement • December 18th, 2009 • Aim International Mutual Funds • Texas

This Bank Shareholder Service Agreement (the “Agreement”) has been adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “1940 Act”), by each of the Registered Investment Companies (or designated classes of such funds) listed in Schedule A, which may be amended from time to time by Invesco Aim Distributors, Inc. (the “Distributors”) to this Agreement (the “Funds”), under a Distribution Plan (the “Plan”) adopted pursuant to said Rule. The undersigned bank (“Bank”) desires to enter into an agreement with Distributors for servicing of Bank’s agency clients who are shareholders of, and the administration of such shareholder accounts in the Shares (defined below). Subject to the Bank’s acceptance of this Agreement, the terms and conditions of this Agreement shall be as follows:

AIM FUNDS TRUSTEE DEFERRED COMPENSATION AGREEMENT
Trustee Deferred Compensation Agreement • December 18th, 2009 • Aim International Mutual Funds • Texas

WHEREAS, the Funds and the Trustee have previously entered into an additional agreement whereby the Funds provided to the Trustee a vehicle under which the Trustee deferred receipt of directors’ fees payable by the Funds; and

AMENDMENT NO. 16 TO THE FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)
Master Distribution Agreement • December 18th, 2009 • Aim International Mutual Funds

The First Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of beneficial interest set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B Shares (the “Shares”) of each Portfolio, and INVESCO AIM DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended to reflect the addition of Class S shares to AIM Charter Fund, AIM Summit Fund, AIM Conservative Allocation Fund, AIM Growth Allocation Fund and AIM Moderate Allocation Fund;

MEMORANDUM OF AGREEMENT (ADVISORY FEE WAIVERS)
Memorandum of Agreement • December 18th, 2009 • Aim International Mutual Funds

This Memorandum of Agreement is entered into as of the effective date on the attached Exhibit A and B (each an “Exhibit” or, collectively the “Exhibits”), between AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Tax-Exempt Funds, AIM Treasurer’s Series Trust, AIM Variable Insurance Funds and Short-Term Investments Trust (each a “Trust” or, collectively, the “Trusts”), on behalf of the funds listed on the Exhibits to this Memorandum of Agreement (the “Funds”), and Invesco Aim Advisors, Inc. (“Invesco Aim”). Invesco Aim shall and hereby agrees to waive fees of the Funds, on behalf of their respective classes as applicable, severally and not jointly, as indicated in the Exhibits.

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