EXHIBIT h(4)(b)

                             MEMORANDUM OF AGREEMENT


         This Memorandum of Agreement is entered into as of this day of , 2003,
between AIM International Mutual Funds (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, on an annualized basis,
set forth on Exhibit "A" of the average daily net assets allocable to such
class. The Board of Directors and AIM may terminate or modify this Memorandum of
Agreement prior to the date set forth on Exhibit "A" only by mutual written
consent. 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 Mutual
                                 Funds, on behalf of each
                                 Fund listed in Exhibit "A"
                                 to this Memorandum of
                                 Agreement


                                 By:
                                    -------------------------------------------

                                 Title:
                                       ----------------------------------------



                                 A I M Advisors, Inc.


                                 By:
                                    -------------------------------------------

                                 Title:
                                       ----------------------------------------






                                   EXHIBIT "A"

                         AIM INTERNATIONAL MUTUAL FUNDS





                    FUND                                      WAIVER                         COMMITTED UNTIL
                    ----                                      ------                         ---------------

                                                                                       
AIM International Growth Fund
         Class A                               Advisory fee waiver of 0.05% of the           October 31, 2004
         Class B                               advisory fee payments on average              October 31, 2004
         Class C                               net assets in                                 October 31, 2004
         Class R                               excess of $500 million                        October 31, 2004
         Institutional Class                                                                 October 31, 2004