MEMORANDUM OF AGREEMENT

         This Memorandum of Agreement is entered into as of this 1st day of
November 2004, between AIM International Mutual Funds (the "Trust"), on behalf
of the fund listed on Exhibit "A" to this Memorandum of Agreement (the "Fund"),
and A I M Advisors, Inc. ("AIM"). This Memorandum of Agreement restates the
Memorandum of Agreement dated as of July 1, 2003, as restated November 25, 2003,
between AIM International Funds, Inc., on behalf of AIM International Growth
Fund, and A I M Advisors, Inc. AIM shall and hereby agrees to waive fees or
reimburse expenses of the Fund, on behalf of its respective classes as
applicable, severally and not jointly, as indicated in Exhibit A.

         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 Trust and AIM agree as follows:

         The Trust 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 Trustees 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 Trust 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 Trust, by vote of its
Board of Trustees, or AIM terminates the waivers or limitations, or the Trust
and AIM are unable to reach an agreement on the amount of the waivers or
limitations to which the Trust and AIM desire to be bound, the waivers or
limitations will continue for additional one-year terms at the rate to which the
Trust and AIM mutually agree. Exhibit "A" will be amended to reflect that rate
and the new date through which the Trust and AIM agree to be bound.

         It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall only bind the assets and
property of the Fund, as provided in the Trust's Agreement and Declaration of
Trust. The execution and delivery of this Memorandum of Agreement have been
authorized by the Trustees of the Trust, and this Memorandum of Agreement has
been executed and delivered by an authorized officer of the Trust acting as
such; neither such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the assets and property of the Fund, as provided in the Trust's
Agreement and Declaration of Trust.

         IN WITNESS WHEREOF, the Trust and AIM have entered into this Memorandum
of Agreement as of the date first above written.

                                           AIM International Mutual Funds, on
                                           behalf of the Fund listed in
                                           Exhibit "A" to this Memorandum of
                                           Agreement


                                           By:    /s/ Robert H. Graham
                                                 -------------------------------

                                           Title:     President
                                                    ----------------------------


                                           A I M Advisors, Inc.


                                           By:    /s/ Mark H. Williamson
                                                  ------------------------------

                                           Title:     President
                                                    ----------------------------


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                                   EXHIBIT "A"

                         AIM INTERNATIONAL MUTUAL FUNDS





            FUND                                     WAIVER                        COMMITTED UNTIL
            ----                                     ------                        ---------------
                                                                             
AIM International Growth Fund
         All Classes                   Advisory fee waiver of 0.05% of the         October 31, 2005
                                       advisory fee payments on average
                                       net assets in excess of $500 million



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