EXHIBIT a(1)(j)

AMENDMENT NO. 9
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM GROWTH SERIES

This Amendment No. 9 to the Agreement and Declaration of Trust of AIM Growth Series (this "Amendment") amends, effective as of December 11, 2001, the Agreement and Declaration of Trust of AIM Growth Series, a Delaware business trust (the "Trust"), dated as of May 7, 1998, as amended (the "Agreement").

Under Section 9.7 of the Agreement, the Amendment may be executed by a majority of the Trustees of the Trust.

NOW, THEREFORE, the Trustees hereby amend the Agreement as follows:

1. Unless defined herein, each capitalized term used in this Amendment shall have the meaning given it in the Agreement.

2. Schedule A to the Agreement is hereby deleted in its entirety and a new Schedule A to the Agreement is substituted to read in its entirety as follows:

AIM Basic Value Fund                             AIM Mid Cap Equity Fund

Class A Shares                                   Class A Shares
Class B Shares                                   Class B Shares
Class C Shares                                   Class C Shares
Institutional Class Shares                       Institutional Class Shares

AIM Euroland Growth Fund                         AIM Small Cap Growth Fund

Class A Shares                                   Class A Shares
Class B Shares                                   Class B Shares
Class C Shares                                   Class C Shares
                                                 Institutional Class Shares"

Date: December 11, 2001"

3. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.

4. All references in the Agreement to "this Agreement" shall mean the Agreement as amended by this Amendment.

5. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Amendment.

IN WITNESS WHEREOF, the undersigned Trustees of the Trust have executed this Amendment as of December 11, 2001.

/s/ ROBERT H. GRAHAM                            /s/ JACK M. FIELDS
--------------------------------                --------------------------------
Robert H. Graham, Trustee                       Jack M. Fields, Trustee


/s/ FRANK S. BAYLEY                             /s/ CARL FRISCHLING
--------------------------------                --------------------------------
Frank S. Bayley, Trustee                        Carl Frischling, Trustee


/s/ BRUCE L. CROCKETT                           /s/ PREMA MATHAI-DAVIS
--------------------------------                --------------------------------
Bruce L. Crockett, Trustee                      Prema Mathai-Davis, Trustee


/s/ OWEN DALY II                                /s/ LEWIS F. PENNOCK
--------------------------------                --------------------------------
Owen Daly II, Trustee                           Lewis F. Pennock, Trustee


/s/ ALBERT R. DOWDEN                            /s/ RUTH H. QUIGLEY
--------------------------------                --------------------------------
Albert R. Dowden, Trustee                       Ruth H. Quigley, Trustee


/s/ EDWARD K. DUNN, JR.                         /s/ LOUIS S. SKLAR
--------------------------------                --------------------------------
Edward K. Dunn, Jr., Trustee                    Louis S. Sklar, Trustee

EXHIBIT d(2)(c)

AMENDMENT NO. 2
MASTER ADMINISTRATIVE SERVICES AGREEMENT

The Master Administrative Services Agreement (the "Agreement"), dated June 5, 2000, by and between A I M Advisors, Inc., a Delaware corporation, and AIM Growth Series, a Delaware business trust, is hereby amended as follows:

Appendix A of the Agreement is hereby deleted in its entirety and replaced with the following:

PORTFOLIOS                                  EFFECTIVE DATE OF AGREEMENT
----------                                  ---------------------------
AIM Basic Value Fund                                June 5, 2000

AIM Euroland Growth Fund                            September 1, 2001

AIM Mid Cap Equity Fund                             September 1, 2001

AIM Small Cap Growth Fund                           September 11, 2000

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated: September 1, 2001

A I M ADVISORS, INC.

Attest:   /s/ OFELIA M. MAYO                   By:   /s/ ROBERT H. GRAHAM
         --------------------------------          -----------------------------
             Assistant Secretary                      Robert H. Graham
                                                      President

(SEAL)

AIM GROWTH SERIES

Attest:   /s/ OFELIA M. MAYO                   By:   /s/ ROBERT H. GRAHAM
         --------------------------------          -----------------------------
              Assistant Secretary                     Robert H. Graham
                                                      President

(SEAL)

EXHIBIT d(3)

MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

This contract is made as of the 1st day of September, 2001, between A I M Advisors, Inc., hereinafter "Adviser", 11 Greenway Plaza, Suite 100, Houston, TX 77046-1173 and INVESCO Asset Management Limited, hereinafter "Sub-Adviser", 11 Devonshire Square, London, EC2M4YR, England.

WHEREAS:

A) Adviser has entered into an investment advisory agreement with AIM Growth Series (hereinafter "Company"), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), with respect to the funds set forth in Exhibit A attached hereto (each a "Fund");

B) Sub-Adviser represents that it is licensed under the Investment Advisers Act of 1940 ("Advisers Act") as an investment adviser and engages in the business of acting as an investment adviser;

C) Adviser is authorized to delegate certain, any or all of its rights, duties and obligations under investment advisory agreements to sub-advisers, including sub-advisers that are affiliated with Adviser.

NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties hereto as follows:

1. Appointment. Adviser hereby appoints Sub-Adviser as Sub-Adviser of each Fund for the period and on the terms set forth in the attachments hereto. Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.

2. Duties as Sub-Adviser.

(a) Subject to the supervision of the Company's Board of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous investment program for each Fund, including investment research and management, with respect to all or a portion of the securities and investments and cash equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to be determined by the Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold with respect to the Sub-Advised Assets of each Fund, and the brokers and dealers through whom trades will be executed.

(b) The Sub-Adviser agrees that, in placing orders with brokers and dealers, it will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who sell shares of the Funds or provide the Funds, Adviser's other clients, or Sub-Adviser's other clients with research, analysis, advice and similar services. The Sub-Adviser may pay to brokers and dealers, in return for such research and analysis, a higher commission or spread than may be charged by other brokers and dealers, subject to the Sub-Adviser determining in good faith that such commission or spread is reasonable in terms either of the

particular transaction or of the overall responsibility of the Adviser and the Sub-Adviser to the Funds and their other clients and that the total commissions or spreads paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except in accordance with the applicable securities laws and the rules and regulations thereunder and any exemptive orders currently in effect. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable to each account.

(c) The Sub-Adviser will maintain all required books and records with respect to the securities transactions of the Funds, and will furnish the Board and Adviser with such periodic and special reports as the Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all records which it maintains for the Adviser are the property of the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Adviser and which are required to be maintained, and further agrees to surrender promptly to the Adviser any records which it maintains for the Adviser upon request by the Adviser.

3. Further Duties. In all matters relating to the performance of this Contract, Sub-Adviser will act in conformity with the Agreement and Declaration of Trust, By-Laws and Registration Statement of the Company and with the instructions and directions of the Board and will comply with the requirements of the 1940 Act, the rules, regulations, exemptive orders and no-action positions thereunder, and all other applicable laws and regulations. Sub-Adviser shall maintain compliance procedures for the Funds that it and the Adviser reasonably believe are adequate to ensure compliance with the 1940 Act and the investment objective(s) and policies as stated in the prospectuses and statements of additional information.

4. Services Not Exclusive. The services furnished by Sub-Adviser hereunder are not to be deemed exclusive and Sub-Adviser shall be free to furnish similar services to others so long as its services under this Contract are not impaired thereby. Nothing in this Contract shall limit or restrict the right of any director, officer or employee of Sub-Adviser, who may also be a Trustee, officer or employee of the Company, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

5. Compensation.

(a) For the services provided to a Fund under this Contract, Adviser will pay Sub-Adviser a fee, computed daily and paid monthly, at the rate of 40% of the Adviser's compensation on the Sub-Advised Assets per year, on or before the last business day of the next succeeding calendar month.

(b) If this Contract becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.

6. Fee Waivers and Expense Limitations. If, for any fiscal year of the Company, the amount of the advisory fee which the Fund would otherwise be obligated to pay to the Adviser is reduced

because of contractual or voluntary fee waivers or expense limitations by the Adviser, the fee payable hereunder to the Sub-Adviser shall be reduced proportionately; and to the extent that the Adviser reimburses the Fund as a result of such expense limitations, the Sub-Adviser shall reimburse the Adviser that proportion of such reimbursement payments which the sub-advisory fee hereunder bears to the advisory fee under the investment advisory agreement.

7. Limitation of Liability of Sub-Adviser and Indemnification. Sub-Adviser shall not be liable for any costs or liabilities arising from any error of judgment or mistake of law or any loss suffered by the Fund or the Company in connection with the matters to which this Contract relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of Sub-Adviser in the performance by Sub-Adviser of its duties or from reckless disregard by Sub-Adviser of its obligations and duties under this Contract. Any person, even though also an officer, partner, employee, or agent of Sub-Adviser, who may be or become a Trustee, officer, employee or agent of the Company, shall be deemed, when rendering services to a Fund or the Company or acting with respect to any business of a Fund or the Company to be rendering such service to or acting solely for the Fund or the Company and not as an officer, partner, employee, or agent or one under the control or direction of Sub-Adviser even though paid by it.

8. Duration and Termination.

(a) This Contract shall become effective upon the date hereabove written, provided that this Contract shall not take effect with respect to any Fund unless it has first been approved (i) by a vote of a majority of the independent Trustees who are not parties to this Contract or "interested persons" (as defined in the 1940 Act) of a party to this Contract, other than as Board members ("Independent Trustees"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund's outstanding voting securities, when required by the 1940 Act.

(b) Unless sooner terminated as provided herein, this Contract shall continue in force and effect until June 30, 2003. Thereafter, if not terminated, with respect to each Fund, this Contract shall continue automatically for successive periods not to exceed twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of that Fund.

(c) Notwithstanding the foregoing, with respect to any Fund this Contract may be terminated at any time, without the payment of any penalty, (i) by vote of the Board or by a vote of a majority of the outstanding voting securities of the Fund on sixty days' written notice to Sub-Adviser; or (ii) by the Adviser on sixty days' written notice to Sub-Adviser; or (iii) by the Sub-Adviser on sixty days' written notice to the Company. Termination of this Contract with respect to one Fund shall not affect the continued effectiveness of this Contract with respect to any other Fund. This Contract will automatically terminate in the event of its assignment.

9. Amendment. No provision of this Contract may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and, when required by the 1940 Act, no amendment of this Contract shall be effective until approved by vote of a majority of the Fund's outstanding voting securities.

10. Notices. Any notices under this Contract shall be writing, addressed and delivered, telecopied or mailed postage paid, to the other party entitled to receipt thereof at such address as such party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Company and that of the Adviser shall be 11 Greenway Plaza, Suite 100, Houston, TX 77046-1173. Until further notice to the other party, it is agreed that the address of the Sub-Advisor shall be 11 Devonshire Square, London, EC2M4YR, England.

11. Governing Law. This Contract shall be construed in accordance with the laws of the State of Texas and the 1940 Act. To the extent that the applicable laws of the State of Texas conflict with the applicable provisions of the 1940 Act, the latter shall control.

12. Miscellaneous. The captions in this Contract are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Contract shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Contract shall not be affected thereby. This Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. Any question of interpretation of any term or provision of this Contract having a counterpart in or otherwise derived from a term or provision of the 1940 Act or the Advisers Act shall be resolved by reference to such term or provision of the 1940 Act or the Advisers Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC issued pursuant to said Acts. In addition, where the effect of a requirement of the 1940 Act or the Advisers Act reflected in any provision of the Contract is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.

A I M ADVISORS INC. INVESCO ASSET MANAGEMENT LIMITED

By:   /s/ ROBERT H. GRAHAM                  By: /s/ [ILLEGIBLE]
     -------------------------------           ---------------------------------

Name:       Robert H. Graham                Name:  G J Proudfoot
       -----------------------------             -------------------------------

Its:        President                       Its:   Director
      ------------------------------            --------------------------------

         NAME OF FUND                  EFFECTIVE DATE OF SUB-ADVISORY AGREEMENT
         ------------                  ----------------------------------------
AIM Euroland Growth Fund                          September 1, 2001

EXHIBIT e(1)(b)

AMENDMENT NO. 1
TO THE FIRST AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT

(APPLICABLE TO CLASS A AND CLASS C SHARES)

The First Amended and Restated Master Distribution Agreement (the "Agreement"), dated July 1, 2000, by and between AIM Growth Series, a Delaware business trust, and A I M Distributors, Inc., a Delaware corporation, is hereby amended as follows:

1. The following paragraph is added at the end of Section FOURTH: (A):

"The public offering price of the Institutional Class shares of the Company shall be the net asset value per share. Net asset value per share shall be determined in accordance with the provisions of the then current Institutional Class shares' prospectus and statement of additional information."

Appendix A to the Agreement is hereby deleted in its entirety and replaced with the following:

"APPENDIX A
TO
FIRST AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
OF
AIM GROWTH SERIES

CLASS A SHARES

AIM Basic Value Fund
AIM Euroland Growth Fund
AIM Mid Cap Equity Fund
AIM Small Cap Growth Fund

CLASS C SHARES

AIM Basic Value Fund
AIM Euroland Growth Fund
AIM Mid Cap Equity Fund
AIM Small Cap Growth Fund

INSTITUTIONAL CLASS SHARES

AIM Basic Value Fund
AIM Mid Cap Equity Fund
AIM Small Cap Growth Fund"

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated:                      , 2002
       ---------------------

                                         AIM GROWTH SERIES


Attest:                                  By:
       --------------------------           ------------------------------------
       Assistant Secretary                  Robert H. Graham
                                            President

Attest:                                  By:
       --------------------------           ------------------------------------
Assistant Secretary                         Michael J. Cemo
                                            President

EXHIBIT f(1)

AIM FUNDS

RETIREMENT PLAN FOR ELIGIBLE

DIRECTORS/TRUSTEES

Effective as of March 8, 1994
As Restated September 18, 1995
As Restated March 7, 2000
As Restated October 1, 2001

Article I DEFINITION OF TERMS AND CONSTRUCTION................................1
         1.1      Definitions.................................................1
         1.2      Plurals and Gender..........................................3
         1.3      Directors/Trustees..........................................3
         1.4      Headings....................................................3
         1.5      Severability................................................3
Article II PARTICIPATION......................................................3
         2.1      Commencement of Participation...............................3
         2.2      Termination of Participation................................3
         2.3      Resumption of Participation.................................3
         2.4      Determination of Eligibility................................4
Article III BENEFITS UPON RETIREMENT AND OTHER TERMINATION OF SERVICE.........4
         3.1      Retirement..................................................4
         3.2      Retirement Benefits.........................................4
         3.3      Termination of Service Before Normal Retirement Date........4
         3.4      Termination of Service by Reason of Death...................4
         3.5      Benefits Calculated in the Aggregate for all of the AIM
                    Funds.....................................................5
Article IV DEATH BENEFITS.....................................................5
         4.1      Death Prior to Commencement of Benefits.....................5
         4.2      Death Subsequent to Commencement of Benefits................5
         4.3      Death of Spouse.............................................5
Article V SUSPENSION OF BENEFITS, ETC.........................................5
         5.1      Suspension of Benefits Upon Resumption of Service...........5
         5.2      Payments Due Missing Persons................................6
Article VI ADMINISTRATOR......................................................6
         6.1      Appointment of Administrator................................6
         6.2      Powers and Duties of Administrator..........................6
         6.3      Action by Administrator.....................................7
         6.4      Participation by Administrators.............................7
         6.5      Agents and Expenses.........................................7
         6.6      Allocation of Duties........................................7
         6.7      Delegation of Duties........................................8
         6.8      Administrator's Action Conclusive...........................8
         6.9      Records and Reports.........................................8
         6.10     Information from the AIM Funds..............................8
         6.11     Reservation of Rights by Boards of Directors................8
         6.12     Liability and Indemnification...............................8
Article VII AMENDMENTS AND TERMINATION........................................9
         7.1      Amendments..................................................9
         7.2      Termination.................................................9
Article VIII MISCELLANEOUS....................................................9
         8.1      Rights of Creditors.........................................9
         8.2      Liability Limited...........................................9

         8.3      Incapacity.................................................10
         8.4      Cooperation of Parties.....................................10
         8.5      Governing Law..............................................10
         8.6      Nonguarantee of Director...................................10
         8.7      Counsel....................................................10
         8.8      Spendthrift Provision......................................11
         8.9      Forfeiture for Cause.......................................11
Article IX CLAIMS PROCEDURE..................................................11
         9.1      Notice of Denial...........................................11
         9.2      Right to Reconsideration...................................11
         9.3      Review of Documents........................................11
         9.4      Decision by Administrator..................................11
         9.5      Notice by Administrator....................................12

RETIREMENT PLAN FOR ELIGIBLE

DIRECTORS/TRUSTEES

PREAMBLE

Effective as of March 8, 1994, the regulated investment companies managed, advised, administered and/or distributed by A I M Advisors, Inc. or its affiliates (the "AIM Funds") have adopted THE AIM FUNDS RETIREMENT PLAN FOR ELIGIBLE DIRECTORS/TRUSTEES (the "Plan") for the benefit of each of the directors and trustees of each of the AIM Funds who is not an employee of any of the AIM Funds, A I M Management Group Inc. or any of their affiliates. As the Plan does not benefit any employees of the AIM Funds, it is not intended to be classified as an employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

ARTICLE I

DEFINITION OF TERMS AND CONSTRUCTION

1.1 Definitions.

Unless a different meaning is plainly implied by the context, the following terms as used in this Plan shall have the following meanings:

(a) "Accrued Benefit" shall mean, as of any date prior to a Director's Retirement date, his Retirement Benefit commencing on such Retirement date, but based upon his Compensation and Years of Service computed as of such date of determination.

(b) "Actuary" shall mean the independent actuary selected by the Administrator.

(c) "Administrator" shall mean the administrative committee provided for in Article VI.

(d) "AIM Funds" shall mean those regulated investment companies managed, advised, administered or distributed by A I M Advisors, Inc. or its affiliates, set forth on Appendix A hereto, as such Appendix may be amended from time to time.

(e) "Board of Directors" shall mean the Board of Directors or Board of Trustees of each of the AIM Funds.

(f) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor statute.

(g) "Compensation" shall mean, for any Director, the amount of the retainer paid or accrued by the AIM Funds for such Director during the twelve month period immediately preceding the Director's Retirement, including retainer amounts deferred under a separate agreement between the AIM Funds and the Director. The amount of such retainer Compensation shall be as determined by the Administrator.

(h) "Deferred Retirement Date" shall mean the last day of the Plan Year in which a Participant terminated Service after his Normal Retirement Date.

(i) "Director" shall mean an individual who is a director or trustee of one or more of the AIM Funds which have adopted the Plan but who is not an employee of any of the AIM Funds, A I M Management Group Inc. or any of their affiliates.

(j) "Disability" shall mean the inability of the Participant to participate in meetings of the Board of Directors, either in person or by telephone, for a period of at least nine (9) months.

(k) "Effective Date" shall mean March 8, 1994.

(l) "Fund" shall mean an AIM Fund which has adopted this Plan.

(m) "Mandatory Retirement Date" shall mean the last day of the Plan Year in which a Director has reached the age of 72.

(n) "Normal Retirement Date" shall mean the last day of the Plan Year in which a Director has attained age 65 (or at least age 55 in the event of the Director's termination of Service by reason of death or Disability).

(o) "Participant" shall mean a Director who:

(i) serves as a Director until his Normal Retirement Date;

(ii) has completed at least five continuous and non-forfeited Years of Service, as well as at least 30 months of Service with one or more of the AIM Funds; and

(iii) is included in this Plan as provided in Article II hereof.

(p) "Plan" shall mean the "AIM Funds Retirement Plan for Eligible Directors/Trustees" as described herein or as hereafter amended from time to time.

(q) "Plan Year" shall mean the calendar year.

(r) "Removal for Cause" shall mean the removal of a Director by the Directors of the AIM Funds or by shareholders due to such Director's willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Director.

(s) "Retirement" shall mean a Director's termination of his active Service with the AIM Funds on or after his Normal Retirement Date, due to his death, Disability, or voluntary or involuntary termination of his Service.

(t) "Retirement Benefit" shall mean the benefit described under Section 3.2 hereof.

(u) "Service" shall mean an individual's serving as a Director of one or more of the AIM Funds. Furthermore, any unbroken service provided by a Participant (i) to an AIM Fund immediately prior to its being managed or administered by A I M Advisors, Inc. (or any of its affiliates) or (ii) to a predecessor of an AIM Fund immediately prior to its being merged into such AIM Fund, will be taken into account in determining such Participant's Years of Service, subject to all restrictions and other forfeiture provisions contained herein.

(v) "Year of Service" shall mean a twelve consecutive month period of Service. For all purposes in this Plan, if a Participant's Service terminates prior to his Retirement, he shall forfeit credit for all Years of Service completed prior to such termination unless (a) he again becomes a Director and

(b) the number of Years of Service he accumulated prior to such termination exceeded the number of years in which he did not serve as a Director.

1.2 Plurals and Gender.

Where appearing in the Plan, the masculine gender shall include the feminine and neuter genders, and the singular shall include the plural, and vice versa, unless the context clearly indicates a different meaning.

1.3 Directors/Trustees.

Where appropriate, the term "director" shall refer to "trustee", "directorship" shall refer to "trusteeship" and "Board of Directors" shall refer to "Board of Trustees."

1.4 Headings.

The headings and sub-headings in this Plan are inserted for the convenience of reference only and are to be ignored in any construction of the provisions hereof.

1.5 Severability.

In case any provision of this Plan shall be held illegal or void, such illegality or invalidity shall not affect the remaining provisions of this Plan, but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provisions had never been inserted herein.

ARTICLE II

PARTICIPATION

2.1 Commencement of Participation.

Each Director shall become a Participant hereunder on the date his directorship of one or more of the AIM Funds commences.

2.2 Termination of Participation.

After commencement or resumption of his participation, a Director shall remain a Participant until the earliest of the following dates:

(a) his actual Retirement date;

(b) his date of death;

(c) the date on which he otherwise incurs a termination of Service; or

(d) the effective date of the termination of the Plan.

2.3 Resumption of Participation.

Any Participant whose Service terminates and who thereafter again becomes a Director shall resume participation immediately upon again becoming a Director except that, as provided in

Section 1.1 (v) hereof, if his Service is terminated prior to his Normal Retirement Date, for all purposes of this Plan he shall forfeit credit for all Years of Service completed prior to such termination of his Service.

2.4 Determination of Eligibility.

The Administrator shall determine the eligibility of Directors in accordance with the provisions of this Article.

ARTICLE III

BENEFITS UPON
RETIREMENT AND OTHER TERMINATION OF SERVICE

3.1 Retirement.

Although a Director may voluntarily retire at any time, each Director must retire on his applicable Mandatory Retirement Date upon reaching the age of 72. Such Mandatory Retirement Date may be extended from time to time upon the majority vote of the Boards of Directors of the AIM Funds.

3.2 Retirement Benefits.

(a) In order to receive Retirement Benefits under this Plan, a Director (i) must have reached the age of 65 (55 in the event of death or Disability), and (ii) must qualify as a Participant under this Plan.

(b) Upon Retirement, a Participant shall be entitled to receive an annual benefit from the AIM Funds commencing on the first day of the calendar quarter coincident with or next following his date of Retirement. The benefit shall be payable in quarterly installments for a number of years equal to the lesser of (i) ten years, or (ii) the number of the Participant's Years of Service. The annual benefit shall equal seventy-five percent (75%) of the Participant's Compensation.

3.3 Termination of Service Before Normal Retirement Date.

(a) If a Director's Service terminates prior to his Normal Retirement Date because of his death, Disability or Removal for Cause, he shall not be entitled to any benefits under this Plan.

(b) If a Director's Service is involuntarily terminated for any reason other than those specified in Section 3.3(a) above, and as of the date of termination the Director has accumulated at least five continuous and non-forfeited Years of Service, he shall be entitled to receive his Accrued Benefit, which benefit shall be determined as of the date of such termination. The AIM Funds shall pay such benefit in quarterly installments for a number of years equal to the lesser of (i) ten years, or (ii) the number of the Director's Years of Service. The AIM Funds shall commence paying such benefit on the date of such involuntary termination.

3.4 Termination of Service by Reason of Death.

No benefits will be paid under this Plan with respect to a Participant after his death other than as provided in Article IV.

3.5 Benefits Calculated in the Aggregate for all of the AIM Funds.

With respect to each Participant, the benefits payable hereunder shall be based on the aggregate Compensation paid by all of the AIM Funds. Each Fund's share of the obligation to provide such benefits shall be determined by use of accounting methods adopted by the Administrator.

ARTICLE IV

DEATH BENEFITS

4.1 Death Prior to Commencement of Benefits.

In the event of a Participant's death subsequent to his Normal Retirement Date, but prior to the commencement of his Retirement Benefits under Article III hereof, the surviving spouse (if any) of such Participant shall be entitled to receive a quarterly survivor's benefit for a period of no more than ten (10) years (or, if less, the number of the Participant's Years of Service) beginning on the first day of the calendar quarter next following the date of the Participant's death equal to fifty percent (50%) of the amount of the quarterly installments of Retirement Benefits that would have been paid to the Participant under Sections 3.2 or 3.3 hereof had his Retirement occurred on his date of death.

4.2 Death Subsequent to Commencement of Benefits.

In the event a Participant dies after the commencement of his Retirement Benefit under Article III, but prior to the cessation of the payment of such Retirement Benefits, the surviving spouse (if any) of such Participant shall be entitled to receive survivor's benefits equal to fifty percent (50%) of the amount of the annual Retirement Benefit payable to the Participant under Article III hereunder, paid at such times, and for such period, as such Retirement Benefit would have continued to have been paid to the Participant had he not died.

4.3 Death of Spouse.

(a) In the event a Participant is not survived by a spouse, no benefits will be paid hereunder upon the Participant's death.

(b) If a deceased Participant's surviving spouse dies while receiving survivor's benefits hereunder, any installments not paid at the time of the surviving spouse's death shall be forfeited.

ARTICLE V

SUSPENSION OF BENEFITS, ETC.

5.1 Suspension of Benefits Upon Resumption of Service.

In the case of a Participant who, at a time when he is receiving Retirement Benefits under Article III of this Plan, resumes Service with any AIM Fund, such Retirement Benefits shall be suspended until his subsequent Retirement, termination of Service or death. Subject to the Years of Service limitations of Section 3.2 hereof, in the event of his Retirement or termination of Service following such a suspension, the quarterly amount of his remaining Retirement Benefits shall thereafter be adjusted, if appropriate, to reflect any additional Years of Service completed by, or a higher rate of Compensation received by, such Participant.

5.2 Payments Due Missing Persons.

The Administrator shall make a reasonable effort to locate all persons entitled to benefits (including Retirement Benefits and survivor's benefits for spouses) under the Plan; however, notwithstanding any provisions of this Plan to the contrary, if, after a period of 5 years from the date any of such benefits first become due, any such persons entitled to benefits have not been located, their rights under the Plan shall stand suspended. Before this provision becomes operative, the Administrator shall send a certified letter to all such persons (if any) at their last known address advising them that their benefits under the Plan shall be suspended. Any such suspended amounts shall be held by the AIM Funds for a period of 3 additional years (or a total of 8 years from the time the benefits first became payable) and thereafter such amounts shall be forfeited.

ARTICLE VI

ADMINISTRATOR

6.1 Appointment of Administrator.

This Plan shall be administered by the Committees on Directors/Trustees of the Boards of Directors of the AIM Funds. The members of such committees are not "interested persons" (within the meaning of Section 2(a)(19) of the Investment Company Act of 1940) of any of the AIM Funds. The term "Administrator" as used in this Plan shall refer to the members of such committees, either individually or collectively, as appropriate.

6.2 Powers and Duties of Administrator.

Except as provided below, the Administrator shall have the following duties and responsibilities in connection with the administration of this Plan:

(a) to promulgate and enforce such rules, regulations and procedures as shall be proper for the efficient administration of the Plan;

(b) to determine all questions arising in the administration, interpretation and application of the Plan, including questions of eligibility and of the status and rights of Participants and any other persons hereunder;

(c) to decide any dispute arising hereunder; provided, however, that no Administrator shall participate in any matter involving any questions relating solely to his own participation or benefits under this Plan;

(d) to advise the Boards of Directors of the AIM Funds regarding the known future need for funds to be available for distribution;

(e) to correct defects, supply omissions and reconcile inconsistencies to the extent necessary to effectuate the Plan;

(f) to compute the amount of benefits and other payments which shall be payable to any Participant or surviving spouse in accordance with the provisions of the Plan and to determine the person or persons to whom such benefits shall be paid;

(g) to make recommendations to the Boards of Directors of the AIM Funds with respect to proposed amendments to the Plan;

(h) to file all reports with government agencies, Participants and other parties as may be required by law, whether such reports are initially the obligation of the AIM Funds, or the Plan;

(i) to engage the Actuary of the Plan and to cause the liabilities of the Plan to be evaluated by the Actuary; and

(j) to have all such other powers as may be necessary to discharge its duties hereunder.

6.3 Action by Administrator.

The Administrator may elect a Chairman and Secretary from among its members and may adopt rules for the conduct of its business. A majority of the members then serving shall constitute a quorum for the transacting of business. All resolutions or other action taken by the Administrator shall be by vote of a majority of those present at such meeting and entitled to vote. Resolutions may be adopted or other action taken without a meeting upon written consent signed by at least a majority of the members. All documents, instruments, orders, requests, directions, instructions and other papers shall be executed on behalf of the Administrator by either the Chairman or the Secretary of the Administrator, if any, or by any member or agent of the Administrator duly authorized to act on the Administrator's behalf.

6.4 Participation by Administrators.

No Administrator shall be precluded from becoming a Participant in the Plan if he would be otherwise eligible, but he shall not be entitled to vote or act upon matters or to sign any documents relating specifically to his own participation under the Plan, except when such matters or documents relate to benefits generally. If this disqualification results in the lack of a quorum, then the Boards of Directors, by majority vote of the members of a majority of such Boards of Directors (a "Majority Vote"), shall appoint a sufficient number of temporary Administrators, who shall serve for the sole purpose of determining such a question.

6.5 Agents and Expenses.

The Administrator may employ agents and provide for such clerical, legal, actuarial, accounting, medical, advisory or other services as it deems necessary to perform its duties under this Plan. The cost of such services and all other expenses incurred by the Administrator in connection with the administration of the Plan shall be allocated to each Fund pursuant to the method utilized under Section 3.5 hereof with respect to costs related to benefit accruals. For purposes of the preceding sentence, if an individual serves as a Director for more than one Fund, he shall be deemed to be a separate Director for each such Fund in determining the aggregate number of Directors of the AIM Funds.

6.6 Allocation of Duties.

The duties, powers and responsibilities reserved to the Administrator may be allocated among its members so long as such allocation is pursuant to written procedures adopted by the Administrator, in which case no Administrator shall have any liability, with respect to any duties, powers or responsibilities not allocated to him, for the acts or omissions of any other Administrator.

6.7 Delegation of Duties.

The Administrator may delegate any of its duties to employees of A I M Advisors, Inc. or any of its affiliates or to any other person or firm, provided that the Administrator shall prudently choose such agents and rely in good faith on their actions.

6.8 Administrator's Action Conclusive.

Any action on matters within the discretion of the Administrator shall be final and conclusive.

6.9 Records and Reports.

The Administrator shall maintain adequate records of its actions and proceedings in administering this Plan and shall file all reports and take all other actions as it deems appropriate in order to comply with any federal or state law.

6.10 Information from the AIM Funds.

The AIM Funds shall promptly furnish all necessary information to the Administrator to permit it to perform its duties under this Plan. The Administrator shall be entitled to rely upon the accuracy and completeness of all information furnished to it by the AIM Funds, unless it knows or should have known that such information is erroneous.

6.11 Reservation of Rights by Boards of Directors.

When rights are reserved in this plan to the Boards of Directors, such rights shall be exercised only by Majority Vote of the Boards of Directors, except where the Boards of Directors, by unanimous written resolution, delegate any such rights to one or more persons or to the Administrator. Subject to the rights reserved to the Boards of Directors as set forth in this Plan, no member of the Boards of Directors shall have any duties or responsibilities under this Plan, except to the extent he shall be acting in the capacity of an Administrator.

6.12 Liability and Indemnification.

(a) The Administrator shall perform all duties required of it under this Plan in a prudent manner. The Administrator shall not be responsible in any way for any action or omission of the AIM Funds or their employees in the performance of their duties and obligations as set forth in this Plan. The Administrator also shall not be responsible for any act or omission of any of its agents provided that such agents were prudently chosen by the Administrator and that the Administrator relied in good faith upon the action of such agents.

(b) Except for its own gross negligence, willful misconduct or willful breach of the terms of this Plan, the Administrator shall be indemnified and held harmless by the AIM Funds against any and all liability, loss, damages, cost and expense which may arise, occur by reason of, or be based upon, any matter connected with or related to this Plan or its administration (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or in settlement of any such claim).

ARTICLE VII

AMENDMENTS AND TERMINATION

7.1 Amendments.

The Boards of Directors reserve the right at any time and from time to time, and retroactively if deemed necessary or appropriate by them, to amend in whole or in part by Majority Vote any or all of the provisions of this Plan, provided that:

(a) No amendment shall make it possible for any part of a Participant's or former Participant's Retirement Benefit to be used for, or diverted to, purposes other than for the exclusive benefit of such Participant or surviving spouse, except to the extent otherwise provided in this Plan;

(b) No amendment may reduce any Participant's or former Participant's Retirement Benefit as of the effective date of the amendment;

Amendments may be made in the form of Board of Directors' resolutions or separate written document.

7.2 Termination.

Except as provided below, the Boards of Directors reserve the right to terminate this Plan at any time by Majority Vote by giving to the Administrator notice in writing of such desire to terminate. The Plan shall terminate upon the date of receipt of such notice and the rights of all Participants to their Retirement Benefits (determined as of the date the Plan is terminated) shall become payable upon the effective date of the termination of the Plan in quarterly installments or in an actuarially equivalent lump sum as determined by the Administrator.

ARTICLE VIII

MISCELLANEOUS.

8.1 Rights of Creditors.

(a) The Plan is unfunded. Neither the Participants nor any other persons shall have any interest in any fund or in any specific asset or assets of any of the AIM Funds by reason of any Accrued or Retirement Benefit hereunder, nor any rights to receive distribution of any Retirement Benefit except and as to the extent expressly provided hereunder.

(b) The Accrued and Retirement Benefits of each Participant are unsecured and shall be subject to the claims of the general creditors of the AIM Funds.

8.2 Liability Limited.

Neither the AIM Funds, the Administrator, nor any agents, employees, officers, directors or shareholders of any of them, nor any other person shall have any liability or responsibility with respect to this Plan, except as expressly provided herein.

8.3 Incapacity.

If the Administrator shall receive evidence satisfactory to it that a Participant or surviving spouse entitled to receive any benefit under the Plan is, at the time when such benefit becomes payable, physically or mentally incompetent to receive such benefit and to give a valid release therefor, and that another person or an institution is then maintaining or has custody of such Participant or surviving spouse and that no guardian, committee or other representative of the estate of such Participant or surviving spouse shall have been duly appointed, the Administrator may make payment of such benefit otherwise payable to such Participant or surviving spouse to such other person or institution, and the release of such other person or institution shall be a valid and complete discharge for the payment of such benefit.

8.4 Cooperation of Parties.

All parties to this Plan and any person claiming any interest hereunder agree to perform any and all acts and execute any and all documents and papers which are necessary or desirable for carrying out this Plan or any of its provisions.

8.5 Governing Law.

All rights under the Plan shall be governed by and construed in accordance with rules of Federal law applicable to such plans and, to the extent not preempted, by the laws of the State of Texas without regard to principles of conflicts of law. No action shall be brought by or on behalf of any Participant for or with respect to benefits due under this Plan unless the person bringing such action has timely exhausted the Plan's claim review procedure. Any such action must be commenced within three years. This three-year period shall be computed from the earlier of (a) the date a final determination denying such benefit, in whole or in part, is issued under the Plan's claim review procedure or (b) the date such individual's cause of action first accrued. Any dispute, controversy or claim arising out of or in connection with this Plan (including the applicability of this arbitration provision) and not resolved pursuant to the Plan's claim review procedure shall be determined and settled by arbitration conducted by the American Arbitration Association ("AAA") in the County and State of the Funds' principal place of business and in accordance with the then existing rules, regulations, practices and procedures of the AAA. Any award in such arbitration shall be final, conclusive and binding upon the parties to the arbitration and may be enforced by either party in any court of competent jurisdiction. Each party to the arbitration will bear its own costs and fees (including attorney's fees).

8.6 Nonguarantee of Director

Nothing contained in this Plan shall be construed as a guaranty or right of any Participant to be continued as a Director of one or more of the AIM Funds (or of a right of a Director to any specific level of Compensation) or as a limitation of the right of the AIM Funds to remove any of its directors.

8.7 Counsel.

The Administrator may consult with legal counsel, who may be counsel for one or more of the Boards of Directors of the AIM Funds and for the Administrator, with respect to the meaning or construction of this Plan, its obligations or duties hereunder or with respect to any action or proceeding or any question of law, and they shall be fully protected with respect to any action taken or omitted by them in good faith pursuant to the advice of legal counsel.

8.8 Spendthrift Provision.

A Participant's interest in his Accrued Benefit or Retirement Benefit may not be transferred, alienated, assigned nor become subject to execution, garnishment or attachment, and any attempt to do so will render benefits hereunder immediately forfeitable.

8.9 Forfeiture for Cause.

Notwithstanding any other provision of this Plan to the contrary, any benefits to which a Participant (or his surviving spouse) may otherwise be entitled hereunder will be forfeited in the event the Director has been Removed for Cause.

ARTICLE IX

CLAIMS PROCEDURE

9.1 Notice of Denial.

If a Participant is denied any Retirement Benefit (or a surviving spouse is denied a survivor's benefit) under this Plan, either in total or in an amount less than the full Retirement Benefit to which he would normally be entitled, the Administrator shall advise the Participant (or surviving spouse) in writing of the amount of his Retirement Benefit (or survivor's benefit), if any, and the specific reasons for the denial. The Administrator shall also furnish the Participant (or surviving spouse) at that time with a written notice containing:

(a) A specific reference to pertinent Plan provisions.

(b) A description of any additional material or information necessary for the Participant (or surviving spouse) to perfect his claim, if possible, and an explanation of why such material or information is needed.

(c) An explanation of the Plan's claim review procedure.

9.2 Right to Reconsideration.

Within 60 days of receipt of the information stated in Section 9.1 above, the Participant (or surviving spouse) shall, if he desires further review, file a written request for reconsideration with the Administrator.

9.3 Review of Documents.

So long as the Participant's (or surviving spouse's) request for review is pending (including the 60 day period in 9.2 above), the Participant (or surviving spouse) or his duly authorized representative may review pertinent Plan documents and may submit issues and comments in writing to the Administrator.

9.4 Decision by Administrator.

A final and binding decision shall be made by the Administrator within 60 days of the filing by the Participant (or surviving spouse) of his request for reconsideration, provided, however, that if

the Administrator, in its discretion, feels that a hearing with the Participant (or surviving spouse) or his representative present is necessary or desirable, this period shall be extended an additional 60 days.

9.5 Notice by Administrator.

The Administrator's decision shall be conveyed to the Participant (or surviving spouse) in writing and shall include specific reasons for the provisions on which the decision is based.

Appendix A

October 1, 2001

For the purposes of the Retirement Plan for Eligible Directors/Trustees "AIM Funds" shall mean each of the regulated investment companies constituting classes or series of shares of the following entities:

AIM ADVISOR FUNDS
AIM EQUITY FUNDS
AIM FLOATING RATE FUND
AIM FUNDS GROUP
AIM GROWTH SERIES
AIM INTERNATIONAL FUNDS, INC.
AIM INVESTMENT FUNDS
AIM INVESTMENT SECURITIES FUNDS
AIM SERIES TRUST
AIM SPECIAL OPPORTUNITIES FUNDS
AIM SUMMIT FUND
AIM TAX-EXEMPT FUNDS
AIM VARIABLE INSURANCE FUNDS
SHORT-TERM INVESTMENTS CO.
SHORT-TERM INVESTMENTS TRUST
TAX-FREE INVESTMENTS CO.

EXHIBIT f(2)

AIM FUNDS

DIRECTOR DEFERRED COMPENSATION AGREEMENT

As Amended March 7, 2000, and September 28, 2001

AIM FUNDS

DIRECTOR DEFERRED COMPENSATION AGREEMENT

AGREEMENT, made on this __ day of _______, 20__, by and between the registered open-end investment companies listed on Appendix A hereto (the "Funds"), and _______________________________________________________ (the "Director") residing at _______________________________________.

WHEREAS, the Funds and the Director have entered into agreements pursuant to which the Director will serve as a director/trustee of the Funds; and

WHEREAS, if the Funds and the Director have previously entered into an additional agreement whereby the Funds will provide to the Director a vehicle under which the Director can defer receipt of directors' fees payable by the Funds, they now desire to amend and restate such agreement.

NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this Agreement, the Funds and the Director hereby agree as follows:

1. DEFINITION OF TERMS AND CONSTRUCTION

1.1 Definitions. Unless a different meaning is plainly implied by the context, the following terms as used in this Agreement shall have the following meanings:

(a) "Beneficiary" shall mean such person or persons designated pursuant to Section 4.3 hereof to receive benefits after the death of the Director.

(b) "Boards of Directors" shall mean the respective Boards of Directors of the Funds.

(c) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor statute.

(d) "Compensation" shall mean the amount of directors' fees paid by each of the Funds to the Director during a Deferral Year prior to reduction for Compensation Deferrals made under this Agreement.

(e) "Compensation Deferral" shall mean the amount or amounts of the Director's Compensation deferred under the provisions of Section 3 of this Agreement.

(f) "Deferral Accounts" shall mean the accounts maintained to reflect the Director's Compensation Deferrals made pursuant to Section 3 hereof (or pursuant to any prior agreement) and any other credits or debits thereto.

(g) "Deferral Year" shall mean each calendar year during which the Director makes, or is entitled to make, Compensation Deferrals under Section 3 hereof.

(h) "Retirement" shall have the same meaning as set forth under the Retirement Plan.

(i) "Retirement Plan" shall mean the "AIM Funds Retirement Plan for Eligible Directors/Trustees."

(j) "Valuation Date" shall mean the last business day of each calendar year and any other day upon which the Funds makes valuations of the Deferral Accounts.

1.2 Plurals and Gender. Where appearing in this Agreement the singular shall include the plural and the masculine shall include the feminine, and vice versa, unless the context clearly indicates a different meaning.

1.3 Directors and Trustees. Where appearing in this Agreement, "Director" shall also refer to "Trustee" and "Board of Directors" shall also refer to "Board of Trustees."

1.4 Headings. The headings and sub-headings in this Agreement are inserted for the convenience of reference only and are to be ignored in any construction of the provisions hereof.

1.5 Separate Agreement for Each Fund. This Agreement is drafted, and shall be construed, as a separate agreement between the Director and each of the Funds.

2. PERIOD DURING WHICH COMPENSATION DEFERRALS ARE PERMITTED

2.1 Commencement of Compensation Deferrals. The Director may elect, on a form provided by, and submitted to, the Presidents of the respective Funds, to commence Compensation Deferrals under Section 3 hereof for the period beginning on the later of (i) the date this Agreement is executed or (ii) the date such form is submitted to the Presidents of the Funds.

2.2 Termination of Deferrals. The Director shall not be eligible to make Compensation Deferrals after the earliest of the following dates:

(a) The date on which he ceases to serve as a Director of all of the Funds; or

(b) The effective date of the termination of this Agreement.

3. COMPENSATION DEFERRALS

3.1 Compensation Deferral Elections.

(a) On or prior to the first day of any Deferral Year, the Director may elect, on the form described in Section 2.1 hereof, to defer the receipt of all or a portion of his Compensation for such Deferral Year. Such writing shall set forth the amount of such Compensation Deferral (in whole percentage amounts). Such election shall continue in effect for all subsequent Deferral Years unless it is canceled or modified as provided below.

(b) Compensation Deferrals shall be withheld from each payment of Compensation by the Funds to the Director based upon the percentage amount elected by the Director under Section 3.1(a) hereof.

(c) The Director may cancel or modify the amount of his Compensation Deferrals on a prospective basis by submitting to the Presidents of the Funds a revised Compensation Deferral election form. Such change will be effective as of the first day of the Deferral Year following the date such revision is submitted to the Presidents of the Funds.

3.2 Valuation of Deferral Account.

(a) Each Fund shall establish a bookkeeping Deferral Account to which will be credited an amount equal to the Director's Compensation Deferrals under this Agreement made with respect to Compensation earned from each such Fund. Compensation Deferrals shall be allocated to the Deferral Accounts on the first business day following the date such Compensation Deferrals are withheld from the Director's Compensation. As of the date of this Agreement, the Deferral Accounts also shall be credited with the amounts credited to the Director under each other outstanding elective deferred compensation agreement entered into by and between the Funds and the Director which is superseded by this Agreement pursuant to Section 6.11 hereof. The Deferral Accounts shall be debited to reflect any distributions from such Accounts. Such debits shall be allocated to the Deferral Accounts as of the date such distributions are made.

(b) As of each Valuation Date, income, gain and loss equivalents (determined as if the Deferral Accounts are invested in the manner set forth under Section 3.3, below) attributable to the period following the next preceding Valuation Date shall be credited to and/or deducted from the Director's Deferral Accounts.

3.3 Investment of Deferral Account Balances.

(a) (1) The Director may select, from various options made available by the Funds, the investment media in which all or part of his Deferral Accounts shall be deemed to be invested.

(2) The Director shall make an investment designation on a form provided by the Presidents of the Funds which shall remain effective until another valid direction has been made by the Director as herein provided. The Director may amend his investment designation by giving written direction to the Presidents of the Funds in such manner and at such time as the Funds may permit, but no less frequently than quarterly on thirty (30) days' notice prior to the end of a calendar quarter. A timely change to a Director's investment designation shall become effective as soon as practicable following receipt by the Presidents of the Funds.

(3) The investment media deemed to be made available to the Director, and any limitation on the maximum or minimum percentages of the Director's Deferral Accounts that may be invested any particular medium, shall be the same as from time-to-time communicated to the Director by the Presidents of the Funds.

(b) Except as provided below, the Director's Deferral Accounts shall be deemed to be invested in accordance with his investment designations, provided such designations conform to the provisions of this Section. If -

(1) the Director does not furnish the Presidents of the Funds with complete, written investment instructions, or

(2) the written investment instructions from the Director are unclear, then the Director's election to make Compensation Deferrals hereunder shall be held in abeyance and have no force or effect until such time as the Director shall provide the Presidents of the Funds with complete investment instructions. Notwithstanding the above, the Boards of Directors, in their sole discretion, may disregard the Director's election and determine that all Compensation Deferrals shall be deemed to be invested in a fund determined by the Boards of Directors. In the event that any fund under which any portion of the Director's Deferral Accounts is deemed to be invested ceases to exist, such portion of the Deferral Accounts thereafter shall be held in the successor to such fund, subject to subsequent deemed investment elections.

The Funds shall provide an annual statement to the Director showing such information as is appropriate, including the aggregate amount in the Deferral Accounts, as of a reasonably current date.

4. DISTRIBUTIONS FROM DEFERRAL ACCOUNTS

4.1 Payment Date and Methods.

(a) Designation of Date. Each deferral direction given pursuant to
Section 3.1 shall include designation of the Payment Date for the value of the amount deferred. Such Payment Date shall be the first day of any calendar quarter, subject to the limitation set forth in paragraph 4.1(c).

(b) Extension Date. At least one year before the Payment Date initially designated pursuant to paragraph 4.1(a) above, the Participant may irrevocably elect to extend such Payment Date to the first day of any calendar quarter, subject to the limitation set forth in paragraph 4.1(c).

(c) Limitation. The Director shall select a Payment Date (or extended Payment Date) that is no sooner than the earlier of (i) the January 1 that follows the second anniversary of the Participant's deferral election made pursuant to paragraph 4.1(a) or (b) or (ii) the January 1 of the year after the Participant's Retirement.

(d) Methods of Payment. Distributions from the Director's Deferral Accounts shall be paid in cash in a single sum unless the Participant elects, at the time a Payment Date is selected pursuant to paragraph 4.1(a) or 4.1(b), to receive the amount payable in generally equal quarterly installments over a period not to exceed ten (10) years. In addition, at least one year before the Payment Date, a Director may change the method of payment previously selected.

(e) Irrevocability. Except as provided in paragraphs 4.1(b) and 4.1(d), a designation of a Payment Date and an election of installment payments shall be irrevocable; provided, however, that payment shall be made or begin on a different date as follows:

(1) Upon the Director's death, payment shall be made in accordance with Section 4.2,

(2) Upon the Director's ceasing to serve as a director of all of the Funds for reasons other than death or Retirement, payment shall be made or begin within three months after the end of the calendar year in which such termination occurs in accordance with the method elected by the Director pursuant to paragraph 4.1(d) provided the designation of such method had been made at least one year before such termination occurred, except that the Boards of Directors, in their sole discretion, may accelerate the distribution of such Deferral Accounts,

(3) Upon termination of this Agreement, payment shall be made in accordance with Section 5.2, and

(4) In the event of the liquidation, dissolution or winding up of a Fund or the distribution of all or substantially all of a Fund's assets and property relating to one or more series of its shares to the shareholders of such series (for this purpose a sale, conveyance or transfer of a Fund's assets to a trust, partnership, association or corporation in exchange for cash, shares or other securities with the transfer being made subject to, or with the assumption by the transferee of, the liabilities of the Fund shall not be deemed a termination of the Fund or such a distribution), all unpaid balances of the Deferral Accounts related to such Fund as of the effective date thereof shall be paid in a lump sum on such effective date.

4.2 Death Prior to Complete Distribution of Deferral Accounts. Upon the death of the Director prior to the commencement of the distribution of the amounts credited to his Deferral Accounts, the balance of such Accounts shall be distributed to his Beneficiary in accordance with the method of payment selected pursuant to paragraph 4.1(d), commencing as soon as practicable after the Director's death. In the event of the death of the Director after the commencement of such distribution, but prior to the complete distribution of his Deferral Accounts, the balance of the amounts credited to his Deferral Accounts shall be distributed to his Beneficiary over the remaining period during which such amounts were distributable to the Director under Section 4.1 hereof. Notwithstanding the above, the Boards of Directors, in their sole discretion, may accelerate the distribution of the Deferral Accounts.

4.3 Designation of Beneficiary. For purposes of Section 4.2 hereof, the Director's Beneficiary shall be the person or persons so designated by the Director in a written instrument submitted to the Presidents of the Funds. In the event the Director fails to properly designate a Beneficiary, his Beneficiary shall be the person or persons in the first of the following classes of successive preference Beneficiaries surviving at the death of the Director:
the Director's (1) surviving spouse or (2) estate.

4.4 Payments Due Missing Persons. The Funds shall make a reasonable effort to locate all persons entitled to benefits under this Agreement. However, notwithstanding any provisions of this Agreement to the contrary, if, after a period of five (5) years from the date such

benefit shall be due, any such persons entitled to benefits have not been located, their rights under this Agreement shall stand suspended. Before this provision becomes operative, the Funds shall send a certified letter to all such persons to their last known address advising them that their benefits under this Agreement shall be suspended. Any such suspended amounts shall be held by the Funds for a period of three (3) additional years (or a total of eight (8) years from the time the benefits first become payable) and thereafter, if unclaimed, such amounts shall be forfeited.

5. AMENDMENTS AND TERMINATION

5.1 Amendments.

(a) The Funds and the Director may, by a written instrument signed by, or on behalf of, such parties, amend this Agreement at any time and in any manner.

(b) The Funds reserve the right to amend, in whole or in part, and in any manner, any or all of the provisions of this Agreement by action of their Boards of Directors for the purposes of complying with any provision of the Code or any other technical or legal requirements, provided that:

(1) No such amendment shall make it possible for any part of the Director's Deferral Accounts to be used for, or diverted to, purposes other than for the exclusive benefit of the Director or his Beneficiaries, except to the extent otherwise provided in this Agreement; and

(2) No such amendment may reduce the amount of the Director's Deferral Accounts as of the effective date of such amendment.

5.2 Termination. The Director and the Funds may, by written instrument signed by, or on behalf of, such parties, terminate this Agreement at any time. In the event of the termination of this Agreement, the Boards of Directors, in their sole discretion, may choose to pay out the Director's Deferral Accounts prior to the designated Payment Dates. Otherwise, following a termination of this Agreement, such Accounts shall continue to be maintained in accordance with the provisions of this Agreement until the time they are paid out.

6. MISCELLANEOUS.

6.1 Rights of Creditors.

(a) This Agreement is unfunded. Neither the Director nor any other persons shall have any interest in any specific asset or assets of the Funds by reason of any Deferral Accounts hereunder, nor any rights to receive distribution of his Deferral Accounts except and as to the extent expressly provided hereunder. The Funds shall not be required to purchase, hold or dispose of any investments pursuant to this Agreement; however, if in order to cover their obligations hereunder the Funds elect to purchase any investments the same shall continue for all purposes to be a part of the general assets and property of the Funds, subject to the claims of their general creditors and no person other than the Funds shall by virtue of the provisions of this Agreement have any interest in such assets other than an interest as a general creditor.

(b) The rights of the Director and the Beneficiaries to the amounts held in the Deferral Accounts are unsecured and shall be subject to the creditors of the Funds. With respect to the payment of amounts held under the Deferral Accounts, the Director and his Beneficiaries have the status of unsecured creditors of the Funds. This Agreement is executed on behalf of the Funds by an officer, or other representative, of the Funds as such and not individually. Any obligation of the Funds hereunder shall be an unsecured obligation of the Funds and not of any other person.

6.2 Agents. The Funds may employ agents and provide for such clerical, legal, actuarial, accounting, advisory or other services as it deems necessary to perform their duties under this Agreement. The Funds shall bear the cost of such services and all other expenses they incur in connection with the administration of this Agreement.

6.3 Liability and Indemnification. Except for their own gross negligence, willful misconduct or willful breach of the terms of this Agreement, the Funds shall be indemnified and held harmless by the Director against liability or losses occurring by reason of any act or omission of the Funds or any other person.

6.4 Incapacity. If the Funds shall receive evidence satisfactory to them that the Director or any Beneficiary entitled to receive any benefit under the Agreement is, at the time when such benefit becomes payable, a minor, or is physically or mentally incompetent to receive such benefit and to give a valid release therefor, and that another person or an institution is then maintaining or has custody of the Director or Beneficiary and that no guardian, committee or other representative of the estate of the Director or Beneficiary shall have been duly appointed, the Funds may make payment of such benefit otherwise payable to the Director or Beneficiary to such other person or institution, including a custodian under a Uniform Gifts to Minors Act, or corresponding legislation (who shall be an adult, a guardian of the minor or a trust company), and the release of such other person or institution shall be a valid and complete discharge for the payment of such benefit.

6.5 Cooperation of Parties. All parties to this Agreement and any person claiming any interest hereunder agree to perform any and all acts and execute any and all documents and papers which are necessary or desirable for carrying out this Agreement or any of its provisions.

6.6 Governing Law. This Agreement is made and entered into in the State of Texas and all matters concerning its validity, construction and administration shall be governed by the laws of the State of Texas.

6.7 Nonguarantee of Directorship. Nothing contained in this Agreement shall be construed as a contract or guarantee of the right of the Director to be, or remain as, a director of any of the Funds or to receive any, or any particular rate of, Compensation from any of the Funds.

6.8 Counsel. The Funds may consult with legal counsel with respect to the meaning or construction of this Agreement, their obligations or duties hereunder or with respect to any action or proceeding or any question of law, and they shall be fully protected with respect to any action taken or omitted by them in good faith pursuant to the advice of legal counsel.

6.9 Spendthrift Provision. The Director's and Beneficiaries' interests in the Deferral Accounts may not be anticipated, sold, encumbered, pledged, mortgaged, charged, transferred, alienated, assigned nor become subject to execution, garnishment or attachment and any attempt to do so by any person shall render the Deferral Accounts immediately forfeitable.

6.10 Notices. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or mailed by United States registered or certified mail, return receipt requested, postage prepaid, or by nationally recognized overnight delivery service providing for a signed return receipt, addressed to the Director at the home address set forth in the Funds' records and to the Funds at the address set forth on the first page of this Agreement, provided that all notices to the Funds shall be directed to the attention of the Presidents of the Funds or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

6.11 Entire Agreement. This Agreement contains the entire understanding between the Funds and the Director with respect to the payment of non-qualified elective deferred compensation by the Fund to the Director. Effective as of the date hereof, this Agreement replaces, and supersedes, all other non-qualified elective deferred compensation agreements by and between the Director and the Funds.

6.12 Interpretation of Agreement. Interpretations of, and determinations (including factual determinations) related to, this Agreement made by the Funds in good faith, including any determinations of the amounts of the Deferral Accounts, shall be conclusive and binding upon all parties; and the Funds shall not incur any liability to the Director for any such interpretation or determination so made or for any other action taken by it in connection with this Agreement in good faith.

6.13 Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the Funds and their successors and assigns and to the Director and his heirs, executors, administrators and personal representatives.

6.14 Severability. In the event any one or more provisions of this Agreement are held to be invalid or unenforceable, such illegality or unenforceability shall not affect the validity or enforceability of the other provisions hereof and such other provisions shall remain in full force and effect unaffected by such invalidity or unenforceability.

6.15 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

                                            By:
------------------------                        ------------------------
Witness                                     Name:
                                            Title:

------------------------                    ----------------------------
Witness                                     Director

APPENDIX A

For the purposes of the Deferred Compensation Agreement "AIM Funds" shall mean each of the regulated investment companies constituting classes or series of shares of the following entities:

AIM ADVISOR FUNDS

AIM EQUITY FUNDS

AIM FLOATING RATE FUND

AIM FUNDS GROUP

AIM GROWTH SERIES

AIM INTERNATIONAL FUNDS, INC.

AIM INVESTMENT FUNDS

AIM INVESTMENT SECURITIES FUNDS

AIM SERIES TRUST

AIM SPECIAL OPPORTUNITIES FUNDS

AIM SUMMIT FUND

AIM TAX-EXEMPT FUNDS

AIM VARIABLE INSURANCE FUNDS

SHORT-TERM INVESTMENTS CO.

SHORT-TERM INVESTMENTS TRUST

TAX-FREE INVESTMENTS CO.

TO:               Presidents of the AIM Funds

FROM:

DATE:


                  With respect to the Deferred Compensation agreement (the

"Agreement") dated as of ________________________ by and between the undersigned and the AIM Funds, I hereby make the following elections:

Deferral of Compensation

Starting with Compensation to be paid to me with respect to services provided by me to the AIM Funds after the date this election Form is received by the AIM Funds, I hereby elect that ______ percent (_____%) of my Compensation (as defined under the Agreement) be reduced and that the Fund establish a bookkeeping account credited with amounts equal to the amount so reduced (the "Deferral Account"). The Deferral Account shall be further credited with income equivalents as provided under the Agreement. I understand that this election will remain in effect with respect to Compensation I earn in subsequent years unless I modify or revoke it. I further understand that such modification or revocation will be effective only prospectively and will apply commencing with the Compensation I earn in the calendar year that begins after the change is received by you.

Payment Date

I hereby designate ________ 1 (select the first month in any calendar quarter) in the year ______ (select a year that is at least two years after the year this election is made) as the Payment Date for the amounts credited to my Deferral Account pursuant to the election made above. If my Retirement (as defined in the Agreement) occurs sooner, I [ ] do [ ] do not (check the appropriate box) want payment of such amounts to commence effective the January 1 following my Retirement. I understand that amounts credited to my Deferral Account may be paid to me prior to the Payment Date as provided in the Agreement.

Payment Method

I hereby elect to receive the amounts credited to my Deferral Account in (check one)

[ ] a single payment in cash

[ ] annual installments for a period of ____ (select no more than 10 years)

beginning within 30 days following the payment date selected above.

I understand that the amounts credited to my Deferral Account shall remain the general assets of the AIM Funds and that, with respect to the payment of such amounts, I am merely a general creditor of the AIM Funds. I may not sell, encumber, pledge, assign or otherwise alienate the amounts credited to my Deferral Account.

I hereby agree that the terms of the Agreement are incorporated herein and are made a part hereof. Dated as of the day and year first above written.

WITNESS:                                     DIRECTOR:


-------------------------                    ------------------------------


WITNESS:                                     RECEIVED:

                                             AIM Funds

------------------------------
By:
    --------------------------
Date:
      ------------------------

TO:               Presidents of the AIM Funds

FROM:

DATE:


                  With respect to the Deferred Compensation Agreement (the

"Agreement") by and between the undersigned and the AIM Funds, I hereby elect that my Deferral Account under the Agreement be considered to be invested as follows (in multiples of 10%):

         NAME OF FUND                                          %
         ------------                                         ---
                                                                %
-----------------------------------                           --
                                                                %
-----------------------------------                           --
                                                                %
-----------------------------------                           --
                                                                %
-----------------------------------                           --
                                                                %
-----------------------------------                           --
                                                                %
-----------------------------------                           --

I acknowledge that I may amend this Investment Agreement in the manner, and at such time, as permitted under the Agreement. Furthermore, I acknowledge that, pursuant to Section 3.3(b) of the Agreement, the Fund has reserved the right to disregard the elections made above to consider my Deferral Account to be deemed to be invested in a fund of its choosing.

WITNESS:                                     DIRECTOR:


-------------------------                    ------------------------------


WITNESS:                                     RECEIVED:


-------------------------                    AIM Funds

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

                                             Date:
                                                  -------------------------

TO:               Presidents of the AIM Funds

FROM:

DATE:


                  With respect to the Deferred Compensation Agreement (the

"Agreement") by and between the undersigned and the AIM Funds, I hereby make the following beneficiary designations:

I. Primary Beneficiary

I hereby appoint the following as my Primary Beneficiary(ies) to receive at my death the amounts credited to my Deferral Account under the Agreement. In the event I am survived by more than one Primary Beneficiary, such Primary Beneficiaries shall share equally in such amounts unless I indicate otherwise on an attachment to this form:

-----------------------------------------------------------------
Name                                                 Relationship


-----------------------------------------------------------------
Address


-----------------------------------------------------------------
City                                State                     Zip

II.      Secondary Beneficiary

In the event I am not survived by any Primary Beneficiary, I hereby appoint the following as Secondary Beneficiary(ies) to receive death benefits under the Agreement. In the event I am survived by more than one Secondary Beneficiary, such Secondary Beneficiaries shall share equally unless I indicate otherwise on an attachment to this form:

-----------------------------------------------------------------
Name                                                 Relationship


-----------------------------------------------------------------
Address


-----------------------------------------------------------------
City                                State                     Zip

I understand that I may revoke or amend the above designations at any time. I further understand that if I am not survived by a Primary or Secondary Beneficiary, my Beneficiary shall be as set forth under the Agreement.

WITNESS:                                     DIRECTOR:


-------------------------                    ------------------------------


WITNESS:                                     RECEIVED:


-------------------------                    AIM Funds

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

                                             Date:
                                                  -------------------------

TO:               Presidents of the AIM Funds

FROM:

DATE:


                  With respect to the Deferred Compensation agreement (the

"Agreement") by and between the undersigned and the AIM Funds, pursuant to which I have previously elected to defer Compensation,

Payment Date Change:

I hereby designate ________ 1 (select the first month in any calendar quarter) in the year ______ (select a year that is at least two years after the year this election is made) as the Payment Date for the amounts previously credited to my Deferral Account and amounts subsequently credited thereto. If my Retirement (as defined in the Agreement) occurs sooner, I [ ] do
[ ] do not (check the appropriate box) want payment of such amounts to commence effective the January 1 following my Retirement. I understand that amounts credited to my Deferral Account may be paid to me prior to the Payment Date as provided in the Agreement.

Payment Method Change

I hereby elect to receive the amounts credited to my Deferral Account in (check one)

[ ] a single payment in cash

[ ] annual installments for a period of ____ (select no more than 10 years)

I understand that this change in payment method will not be given effect unless my Payment Date is at least one year from the date hereof and I do not cease to be a Director within such year.

I understand that I may amend this designation in the manner, and at such time, as permitted under the Agreement.

WITNESS:                                     DIRECTOR:


-------------------------                    ------------------------------


WITNESS:                                     RECEIVED:


-------------------------                    AIM Funds

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

                                             Date:
                                                  -------------------------

DEFERRED COMPENSATION AGREEMENT

SUMMARY

Your Deferred Compensation Agreement (the "Agreement") allows you to defer some or all of your annual trustee's fees otherwise payable by the Funds. Deferred fees are deemed invested in certain mutual funds selected by you. The deferral is pre-tax, and the deferred amount and the credited gains, losses and income are not subject to tax until paid out to you.

Your deferrals (and investment experience) are posted to a bookkeeping account maintained by the Funds in your name. In order for you to enjoy the tax deferral, the payments due under the Agreement will be paid from the Funds' general assets, and you are considered a general unsecured creditor of the Funds; you may not transfer your right to receive payments under the Agreement to any other person, nor may you pledge that right to secure any debt or other obligation; finally, an election to defer must be made in writing before the first day of the calendar year for which the fees are earned (the "Election Date") and elections can be changed only prospectively, effective for the next calendar year.

An important change has been made to your Agreement to give you greater flexibility to select the time and method of payment of amounts that you defer: for amounts previously deferred and for future elections you now designate a specific Payment Date and payment method which generally may be changed with at least one year's advance notice.

PAYMENT DATE ELECTION

Deferred fees (and the income, gains and losses credited during the deferral period) generally will be paid out as elected by you in installments or a single sum in cash within 30 days of the Payment Date elected. (For payments in connection with your termination of service as a trustee, see below.)

Deferrals must be for a minimum two year period (unless your retirement date under the Retirement Plan is earlier). Thus, the Payment Date may be the first day of any calendar quarter that follows the second anniversary of the applicable Election Date or your retirement date. Thus, fees previously deferred and fees payable for the calendar year beginning January 1, 1997 may be deferred to the first day of any calendar quarter in any year from 1999.

EXTENDING A PAYMENT DATE

At least one year prior to any Payment Date, you may extend that Date, provided that the additional period of deferral is at least two years. You may make this change in Payment Date only once.

PAYMENT METHOD

The value of your deferrals (based on your election as to how your deferral account is to be considered invested) will be paid in cash, in one lump sum or in annual

installments (over a period not to exceed 10 years) as you select at the time you select your Payment Date. You may change this election, but the change will not be given effect unless it is made at least one year before your Payment Date or your ceasing to be a trustee (whichever occurs first). This one year requirement is waived in the case of your death (see Termination of Service, below).

TERMINATION OF SERVICE

Upon your death, your account under the Agreement will be paid out as elected by you in installments or in a single sum in cash as soon as practicable. Payment will be made to your designated Beneficiary or Beneficiaries or to your estate if there is no surviving Beneficiary.

Upon termination of your service as trustee for any reason other than death or your retirement (as defined in the Retirement Plan), your account will be paid to you as a single sum (or in installments if you had timely elected that method) in cash within three months following the end of the fiscal year in which you terminate, regardless of the Payment Dates you elected.

EXHIBIT g(1)(c)

AMENDMENT TO MASTER CUSTODIAN CONTRACT

This Amendment to Master Custodian Contract is made as of June 29, 2001 by and between each investment company party to that certain Master Custodian Contract with State Street Bank and Trust Company dated as of May 1, 2000 (as amended, modified or supplemented and in effect from time to time, the "Contract") and State Street Bank and Trust Company.

WHEREAS, capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Contract;

WHEREAS, each Fund and the Custodian entered into an Amendment to Custodian Contract dated as of May 1, 2000 (the "2000 Amendment") to amend certain provisions of the Contract to reflect revisions to Rule 17f-5 ("Rule 17f-5") promulgated under the Investment Company Act of 1940, as amended (the "1940 Act") and to amend and restate certain other provisions of the Contract relating to the custody of assets of the Portfolios held outside the United States; and

WHEREAS, each Fund and the Custodian desire to further amend the Contract to reflect further revisions to Rule 17f-5, the adoption of Rule 17f-7 ("Rule 17f-7") promulgated under the 1940 Act and certain other provisions of the Contract relating to the custody of assets of the Portfolios held outside the United States.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree to amend the Contract, pursuant to the terms thereof, as follows:

I. Article 3 and Article 4 of the Contract (as each is more particularly set forth in the 2000 Amendment) are hereby deleted and replaced in their entirety by Article 3 and Article 4, respectively, set forth below.

ARTICLE 3. PROVISIONS RELATING TO RULES 17F-5 AND 17F-7

3.1. DEFINITIONS. Capitalized terms in this Contract shall have the following meanings:

"Country Risk" means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country's political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.

"Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the U.S. Securities and Exchange Commission (the "SEC")), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.

"Eligible Securities Depository" has the meaning set forth in section (b)(1) of Rule 17f-7.

"Foreign Assets" means any of a Portfolio's investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolio's transactions in such investments.

"Foreign Custody Manager" has the meaning set forth in section (a)(3) of Rule 17f-5.

3.2. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.

3.2.1 DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. Each Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this
Section 3.2 with respect to Foreign Assets of its Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.

3.2.2 COUNTRIES COVERED. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Contract, which list of countries may be amended from time to time by any Fund with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with
Section 3.2.5 hereof.

Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by a Fund, on behalf of its Portfolios, of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by the Board on behalf of the Portfolios responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Amendment by a Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A in which the Custodian has previously placed or currently maintains Foreign Assets pursuant to the terms of the Contract. Following the receipt of Proper Instructions directing the Foreign Custody Manager to close

the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of such Portfolio to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn and the Custodian shall immediately cease to be the Foreign Custody Manager of such Portfolio with respect to that country.

The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the applicable Fund. Thirty days (or such longer period to which the parties agree in writing) after receipt of any such notice by the applicable Fund, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to such Fund with respect to the country as to which the Custodian's acceptance of delegation is withdrawn.

3.2.3 SCOPE OF DELEGATED RESPONSIBILITIES:

(a) SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).

(b) CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

(c) MONITORING. In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the performance of the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the applicable Board in accordance with Section 3.2.5 hereunder and, to the extent that the Foreign Custody Manager has not issued a notice of withdrawal as Foreign Custody Manager for the particular country (pursuant to Section 3.2.2 above); the Foreign Custody Manager has not received a Proper Instruction to close the account (pursuant to

Section 3.2.2 above); and no other notice regarding termination of delegation has been issued (pursuant to Section 3.2.8 below), the Foreign Custody Manager shall suggest (in a non-binding manner) an alternative Eligible Foreign Custodian, if such is available.

3.2.4 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For purposes of this Section 3.2, each Board shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios.

3.2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to each Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written reports notifying each Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 3.2 after the occurrence of the material change.

3.2.6 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A PORTFOLIO. In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.

3.2.7 REPRESENTATIONS WITH RESPECT TO RULE 17f-5. The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in section
(a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Contract to the Custodian as the Foreign Custody Manager of the Portfolios.

3.2.8 EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. Each Board's delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective thirty (30) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.

3.3 ELIGIBLE SECURITIES DEPOSITORIES.

3.3.1 ANALYSIS AND MONITORING. The Custodian shall (a) provide each Fund (or its duly-authorized investment manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis, and promptly notify the applicable Fund (or its duly-

authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.

3.3.2 STANDARD OF CARE. The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1.

ARTICLE 4. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE
PORTFOLIOS HELD OUTSIDE THE UNITED STATES.

4.1 DEFINITIONS. Capitalized terms in this Article 4 shall have the following meanings:

"Foreign Securities System" means an Eligible Securities Depository listed on Schedule B hereto.

"Foreign Sub-Custodian" means a foreign banking institution serving as an Eligible Foreign Custodian.

4.2. HOLDING SECURITIES. The Custodian shall identify on its books as belonging to the applicable Portfolio the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of a Portfolio which are maintained in such account shall identify those securities as belonging to the Portfolio and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

4.3. FOREIGN SECURITIES SYSTEMS. Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.

4.4. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.

4.4.1. DELIVERY OF FOREIGN ASSETS. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of a Portfolio held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

(i) Upon the sale of such foreign securities for the applicable Portfolio in accordance with commercially reasonable market practice in the country

where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;

(ii) In connection with any repurchase agreement related to foreign securities;

(iii) To the depository agent in connection with tender or other similar offers for foreign securities of the applicable Portfolio;

(iv) To the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;

(v) To the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;

(vi) To brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Foreign Sub-Custodian's own negligence or willful misconduct;

(vii) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;

(viii) In the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;

(ix) For delivery as security in connection with any borrowing by any Fund requiring a pledge of assets by the applicable Fund;

(x) In connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(xi) In connection with the lending of foreign securities; and

(xii) For any other purpose, but only upon receipt of Proper Instructions specifying the foreign securities to be delivered and naming the person or persons to whom delivery of such securities shall be made.

4.4.2. PAYMENT OF PORTFOLIO MONIES. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:

(i) Upon the purchase of foreign securities for the applicable Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;

(ii) In connection with the conversion, exchange or surrender of foreign securities of the applicable Portfolio;

(iii) For the payment of any expense or liability of the applicable Portfolio, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Contract, legal fees, accounting fees, and other operating expenses;

(iv) For the purchase or sale of foreign exchange or foreign exchange contracts for the applicable Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians;

(v) In connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(vi) For payment of part or all of the dividends received in respect of securities sold short;

(vii) In connection with the borrowing or lending of foreign securities; and

(viii) For any other purpose, but only upon receipt of Proper Instructions specifying the amount of such payment and naming the person or persons to whom such payment is to be made.

4.4.3. MARKET CONDITIONS. Notwithstanding any provision of this Contract to the contrary, settlement and payment for Foreign Assets received for the account of a Portfolio and delivery of Foreign Assets maintained for the account of a Portfolio may be effected in

accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer.

The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in any Board being provided with substantively less information than had been previously provided hereunder.

4.5. REGISTRATION OF FOREIGN SECURITIES. The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the applicable Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities, except to the extent that the applicable Fund incurs loss or damage due to failure of such nominee to meet its standard of care as set forth in the Contract. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Contract unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.

4.6 BANK ACCOUNTS. The Custodian shall identify on its books as belonging to the applicable Fund cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Contract to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts.

4.7. COLLECTION OF INCOME. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled and shall credit such income, as collected, to the applicable Portfolio. In the event that extraordinary measures are required to collect such income, the applicable Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.

4.8 SHAREHOLDER RIGHTS. With respect to the foreign securities held pursuant to this Article 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights by each Fund, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. Each Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of such Fund to exercise shareholder rights.

4.9. COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The Custodian shall transmit promptly to the applicable Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to the applicable Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. Subject to the standard of care to which the Custodian is held under this Contract, the Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least two New York business days prior to the date on which the Custodian is to take action to exercise such right or power.

4.10. LIABILITY OF FOREIGN SUB-CUSTODIANS.

Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian's performance of such obligations. At the election of each Fund, such Fund shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the applicable Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.

4.11. TAX LAW.

The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on any Fund, the Portfolios or the Custodian as custodian of the Portfolios by the tax law of the United States or of any state or political subdivision thereof. With respect to jurisdictions other than the United states, the sole responsibility of the Custodian with regard to the tax law of any such jurisdiction shall be to use reasonable efforts to (a) notify the

applicable Fund of the obligations imposed on such Fund with respect to the Portfolios or the Custodian as custodian of the Portfolios by the tax law of such jurisdictions including, responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting and (b) perform such ministerial steps as are required to collect any tax refund, to ascertain the appropriate rate of tax withholding and to provide such documents as may be required to enable each Fund to receive appropriate tax treatment under applicable tax laws and any applicable treaty provisions. The Custodian, in performance of its duties under this Section, shall be entitled to treat each Fund which is organized as a Delaware business trust as a Delaware business trust which is a "registered investment company" under the laws of the United States, and it shall be the duty of each Fund to inform the Custodian of any change in the organization, domicile or, to the extent within the knowledge of the applicable Fund, other relevant facts concerning tax treatment of such Fund and further to inform the Custodian if such Fund is or becomes the beneficiary of any special ruling or treatment not applicable to the general nationality and category of entity of which such Fund is a part under general laws and treaty provisions. The Custodian shall be entitled to rely on any information supplied by each Fund. The Custodian may engage reasonable professional advisors disclosed to the applicable Fund by the Custodian, which may include attorneys, accountants or financial institutions in the regular business of investment administration and may rely upon advice received therefrom.

4.12. LIABILITY OF CUSTODIAN.

Except as may arise from the Custodian's own negligence or willful misconduct or the negligence or willful misconduct of a Foreign Sub-Custodian, the Custodian shall be without liability to any Fund for any loss, liability, claim or expense resulting from or caused by anything which is part of Country Risk.

The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in the Contract and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Sub-Custodian has otherwise acted with reasonable care.

4.13 USE OF TERM "FUND"; ASSETS AND LIABILITIES.

All references in this Article 4 or in Article 3 of this Contract to "Fund" shall mean either any Fund, or a Portfolio of any Fund, as the context requires or as applicable.

The Custodian shall maintain separate and distinct records for each Portfolio and the assets allocated solely with such Portfolio shall be held and accounted for separately from the assets of each Fund associated solely with any other Portfolio. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Portfolio shall be enforceable against the assets of such Portfolio only, and not against the assets of any Fund generally or the assets of any other Portfolio.

II. Except as specifically superseded or modified herein, the terms and provisions of the Contract shall continue to apply with full force and effect. In the event of any conflict between the terms of the Contract prior to this Amendment and this Amendment, the terms of this Amendment shall prevail. If the Custodian is delegated the responsibilities of Foreign Custody Manager pursuant to the terms of Article 3 hereof, in the event of any conflict between the provisions of Articles 3 and 4 hereof, the provisions of Article 3 shall prevail.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and behalf by its duly authorized representative as of the date first above written.

WITNESSED BY:                    STATE STREET BANK AND TRUST COMPANY


/s/ STEPHANIE L. POSTER
-----------------------
Stephanie L. Poster              By: /s/ JOSEPH L. HOOLEY
                                    ------------------------------------------
Vice President                      Joseph L. Hooley, Executive Vice President



WITNESSED BY:                    EACH INVESTMENT COMPANY SET FORTH ON
                                   APPENDIX A HERETO

/s/ JOHN H. LIVELY
--------------------
Name: John H. Lively             By: /s/ CAROL F. RELIHAN
Title: Counsel                      ------------------------------------------
                                    Name:  Carol F. Relihan
                                    Title: Senior Vice President
                                               AIM Advisor Funds
                                               AIM Equity Funds
                                               AIM Funds Group
                                               AIM International Funds, Inc.
                                               AIM Investment Securities Funds
                                               AIM Special Opportunities Funds
                                               AIM Summit Fund
                                               AIM Variable Insurance Funds
                                               AIM Floating Rate Fund

                                           Vice President
                                               AIM Growth Series
                                               AIM Investment Funds
                                               AIM Series Trust
                                               Global Investment Portfolio

AIM ADVISOR FUNDS                                   AIM SUMMIT FUND

o        AIM International Value Fund               AIM VARIABLE INSURANCE FUNDS
o        AIM Real Estate Fund
                                                    o        AIM V.I. Aggressive Growth Fund
AIM EQUITY FUNDS                                    o        AIM V.I. Balanced Fund
                                                    o        AIM V.I. Basic Value Fund
o        AIM Aggressive Growth Fund                 o        AIM V.I. Blue Chip Fund
o        AIM Blue Chip Fund                         o        AIM V.I. Capital Appreciation Fund
o        AIM Capital Development Fund               o        AIM V.I. Capital Development Fund
o        AIM Charter Fund                           o        AIM V.I. Dent Demographic Trends Fund
o        AIM Constellation Fund                     o        AIM V.I. Diversified Income Fund
o        AIM Dent Demographic Trends Fund           o        AIM V.I. Global Utilities Fund
o        AIM Emerging Growth Fund                   o        AIM V.I. Government Securities Fund
o        AIM Large Cap Basic Value Fund             o        AIM V.I. Growth and Income Fund
o        AIM Large Cap Growth Fund                  o        AIM V.I. Growth Fund
o        AIM Mid Cap Growth Fund                    o        AIM V.I. High Yield Fund
o        AIM Weingarten Fund                        o        AIM V.I. International Equity Fund
                                                    o        AIM V.I. Mid Cap Equity Fund
AIM FUNDS GROUP                                     o        AIM V.I. New Technology Fund
                                                    o        AIM V.I. Value Fund
o        AIM Balanced Fund
o        AIM Basic Balanced Fund                    AIM FLOATING RATE FUND
o        AIM European Small Company Fund
o        AIM Global Utilities Fund                  AIM GROWTH SERIES
o        AIM International Emerging Growth Fund
o        AIM New Technology Fund                    o        AIM Basic Value Fund
o        AIM Select Equity Fund                     o        AIM Euroland Growth Fund
o        AIM Small Cap Equity Fund                  o        AIM Mid Cap Equity Fund
o        AIM Value Fund                             o        AIM Small Cap Growth Fund
o        AIM Value II Fund
o        AIM Worldwide Spectrum Fund                AIM INVESTMENT FUNDS

AIM INTERNATIONAL FUNDS, INC.                       o        AIM Developing Markets Fund
                                                    o        AIM Global Financial Services Fund
o        AIM Asian Growth Fund                      o        AIM Global Health Care Fund
o        AIM European Development Fund              o        AIM Global Infrastructure Fund
o        AIM Global Aggressive Growth Fund          o        AIM Global Energy Fund
o        AIM Global Growth Fund                     o        AIM Global Telecommunications and
o        AIM Global Income Fund                                   Technology Fund
o        AIM International Equity Fund              o        AIM Strategic Income Fund

AIM INVESTMENT SECURITIES FUNDS                     AIM SERIES TRUST

o        AIM High Yield Fund                        o        AIM Global Trends Fund
o        AIM High Yield Fund II
o        AIM Income Fund
o        AIM Intermediate Government Fund

AIM SPECIAL OPPORTUNITIES FUNDS

o        AIM Large Cap Opportunities Fund
o        AIM Mid Cap Opportunities Fund
o        AIM Small Cap Opportunities Fund

COUNTRY                    SUBCUSTODIAN

Argentina                  Citibank, N.A.

Australia                  Westpac Banking Corporation

Austria                    Erste Bank der Osterreichischen Sparkassen AG

Bahrain                    HSBC Bank Middle East
                           (as delegate of the Hongkong and Shanghai Banking Corporation Limited)

Bangladesh                 Standard Chartered Bank

Belgium                    Fortis Bank nv-sa

Benin                      via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast

Bermuda                    The Bank of Bermuda Limited

Bolivia                    Citibank, N. A.

Botswana                   Barclays Bank of Botswana Limited

Brazil                     Citibank, N.A.

Bulgaria                   ING Bank N.V.

Burkina Faso               via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast

Canada                     State Street Trust Company Canada

Chile                      BankBoston, N.A.

People's Republic          Hongkong and Shanghai Banking Corporation Limited,
of China                   Shanghai and Shenzhen branches

06/30/01

COUNTRY                    SUBCUSTODIAN

Colombia                   Cititrust Colombia S.A. Sociedad Fiduciaria

Costa Rica                 Banco BCT S.A.

Croatia                    Privredna Banka Zagreb d.d

Cyprus                     The Cyprus Popular Bank Ltd.

Czech Republic             Eeskoslovenska Obchodni Banka, A.S.

Denmark                    Danske Bank A/S

Ecuador                    Citibank, N.A.

Egypt                      HSBC Bank Egypt S.A.E.
                           (as delegate of the Hongkong and Shanghai Banking Corporation Limited)

Estonia                    Hansabank

Finland                    Merita Bank Plc.

France                     BNP Paribas Securities Services, S.A.

Germany                    Dresdner Bank AG

Ghana                      Barclays Bank of Ghana Limited

Greece                     National Bank of Greece S.A.

Guinea-Bissau              via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast

Hong Kong                  Standard Chartered Bank

06/30/01

COUNTRY                    SUBCUSTODIAN

Hungary                    Citibank Rt.
                           (converting to Bank Austria Creditanstalt Rt August 10, 2001)

Iceland                    Icebank Ltd.

India                      Deutsche Bank AG

                           Hongkong and Shanghai Banking Corporation Limited

Indonesia                  Standard Chartered Bank

Ireland                    Bank of Ireland

Israel                     Bank Hapoalim B.M.

Italy                      BNP Paribas, Italian Branch

Ivory Coast                Societe Generale de Banques en Cote d'Ivoire

Jamaica                    Scotiabank Jamaica Trust and Merchant Bank Ltd.

Japan                      The Fuji Bank, Limited

                           Sumitomo Mitsui Banking Corporation

Jordan                     HSBC Bank Middle East
                           (as delegate of Hongkong and Shanghai Banking Corporation Limited)

Kazakhstan                 HSBC Bank Kazakhstan

Kenya                      Barclays Bank of Kenya Limited

Republic of Korea          Hongkong and Shanghai Banking Corporation Limited

Latvia                     A/s Hansabanka

06/30/01

COUNTRY                    SUBCUSTODIAN

Lebanon                    HSBC Bank Middle East
                           (as delegate of the Hongkong and Shanghai Banking Corporation Limited)

Lithuania                  Vilniaus Bankas AB

Malaysia                   Standard Chartered Bank Malaysia Berhad

Mali                       via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast

Mauritius                  Hongkong and Shanghai Banking Corporation Limited

Mexico                     Citibank Mexico, S.A.

Morocco                    Banque Commerciale du Maroc

Namibia                    Standard Bank Namibia Limited               -

Netherlands                Fortis Bank (Nederland) N.V.

New Zealand                Westpac Banking Corporation

Niger                      via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast

Nigeria                    Stanbic Merchant Bank Nigeria Limited

Norway                     Christiania Bank og Kreditkasse ASA

Oman                       HSBC Bank Middle East
                           (as delegate of the Hongkong and Shanghai Banking Corporation Limited)

Pakistan                   Deutsche Bank AG

Palestine                  HSBC Bank Middle East
                           (as delegate of the Hongkong and Shanghai Banking Corporation Limited)

06/30/01

COUNTRY                    SUBCUSTODIAN

Panama                     BankBoston, N.A.

Peru                       Citibank, N.A.

Philippines                Standard Chartered Bank

Poland                     Bank Handlowy w Warszawie S.A.

Portugal                   Banco Comercial Portugues

Qatar                      HSBC Bank Middle East
                           (as delegate of the Hongkong and Shanghai Banking Corporation Limited)

Romania                    ING Bank N.V.

Russia                     Credit Suisse First Boston AO - Moscow
                           (as delegate of Credit Suisse First Boston - Zurich)

Senegal                    via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast

Singapore                  The Development Bank of Singapore Limited

Slovak Republic            Eeskoslovenska Obchodni Banka, A.S.

Slovenia                   Bank Austria Creditanstalt d.d. - Ljubljana

South Africa               Standard Bank of South Africa Limited

Spain                      Banco Santander Central Hispano S.A.

Sri Lanka                  Hongkong and Shanghai Banking Corporation Limited

Swaziland                  Standard Bank Swaziland Limited

06/30/01

COUNTRY                    SUBCUSTODIAN

Sweden                     Skandinaviska Enskilda Banken

Switzerland                UBS AG

Taiwan - R.O.C.            Central Trust of China

Thailand                   Standard Chartered Bank

Togo                       via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast

Trinidad & Tobago          Republic Bank Limited

Tunisia                    Banque Internationale Arabe de Tunisie

Turkey                     Citibank, N.A.

Ukraine                    ING Bank Ukraine

United Arab Emirates       HSBC Bank Middle East
                           (as delegate of the Hongkong and Shanghai Banking Corporation Limited)

United Kingdom             State Street Bank and Trust Company,  London Branch

Uruguay                    BankBoston, N.A.

Venezuela                  Citibank, N.A.

Vietnam                    The Hongkong and Shanghai
                           Banking Corporation Limited

Zambia                     Barclays Bank of Zambia Limited

Zimbabwe                   Barclays Bank of Zimbabwe Limited

06/30/01

COUNTRY                    DEPOSITORIES

Argentina                  Caja de Valores S.A.

Australia                  Austraclear Limited

                           Reserve Bank Information and Transfer System

Austria                    Oesterreichische Kontrollbank AG
                           (Wertpapiersammelbank Division)

Belgium                    Caisse Interprofessionnelle de Depots et de Virements de Titres, S.A.

                           Banque Nationale de Belgique

Benin                      Depositaire Central - Banque de Reglement

Brazil                     Companhia Brasileira de Liquidacao e Custodia

                           Sistema Especial de Liquidacao e de Custodia (SELIC)

                           Central de Custodia e de Liquidacao Financeira de Titulos Privados
                           (CETIP)

Bulgaria                   Central Depository AD

                           Bulgarian National Bank

Burkina Faso               Depositaire Central - Banque de Reglement

Canada                     Canadian Depository for Securities Limited

Chile                      Deposito Central de Valores S.A.

People's Republic          Shanghai Securities Central Clearing & Registration Corporation
of China
                           Shenzhen Securities Central Clearing Co., Ltd.

Colombia                   Deposito Centralizado de Valores

06/30/01

COUNTRY                    DEPOSITORIES

Costa Rica                 Central de Valores S.A.

Croatia                    Ministry of Finance

                           National Bank of Croatia

                           Sredisnja Depozitarna Agencija d.d.

Czech Republic             Stredisko cennych papiru

                           Czech National Bank

Denmark                    Vaerdipapircentralen (Danish Securities Center)

Egypt                      Misr for Clearing, Settlement, and Depository

Estonia                    Eesti Vaartpaberite Keskdepositoorium

Finland                    Finnish Central Securities Depository

France                     Euroclear France

Germany                    Clearstream Banking AG, Frankfurt

Greece                     Bank of Greece,
                           System for Monitoring Transactions in Securities in Book-Entry Form

                           Apothetirion Titlon AE - Central Securities Depository

Guinea-Bissau              Depositaire Central - Banque de Reglement

Hong Kong                  Central Clearing and Settlement System

                           Central Moneymarkets Unit

06/30/01

COUNTRY                    DEPOSITORIES

Hungary                    Kozponti Elszamolohaz es Ertektar (Budapest) Rt. (KELER)

Iceland                    Iceland Securities Depository Limited

India                      National Securities Depository Limited

                           Central Depository Services India Limited

                           Reserve Bank of India

Indonesia                  Bank Indonesia

                           PT Kustodian Sentral Efek Indonesia

Israel                     Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearinghouse)

Italy                      Monte Titoli S.p.A.

Ivory Coast                Depositaire Central - Banque de Reglement

Jamaica                    Jamaica Central Securities Depository

Japan                      Japan Securities Depository Center (JASDEC)

                           Bank of Japan Net System

Kazakhstan                 Central Depository of Securities

Kenya                      Central Bank of Kenya

Republic of Korea          Korea Securities Depository

Latvia                     Latvian Central Depository

06/30/01

COUNTRY                    DEPOSITORIES

Lebanon                    Custodian and Clearing Center of Financial Instruments for
                           Lebanon and the Middle East (Midclear) S.A.L.

                           Banque du Liban

Lithuania                  Central Securities Depository of Lithuania

Malaysia                   Malaysian Central Depository Sdn. Bhd.

                           Bank Negara Malaysia,
                           Scripless Securities Trading and Safekeeping System

Mali                       Depositaire Central - Banque de Reglement

Mauritius                  Central Depository and Settlement Co. Ltd.

                           Bank of Mauritius

Mexico                     S.D. INDEVAL (Instituto para el Deposito de Valores)

Morocco                    Maroclear

Netherlands                Nederlands Centraal Instituut voor
                           Giraal Effectenverkeer B.V. (NECIGEF)

New Zealand                New Zealand Central Securities Depository Limited

Niger                      Depositaire Central - Banque de Reglement

Nigeria                    Central Securities Clearing System Limited

Norway                     Verdipapirsentralen (Norwegian Central Securities Depository)

Oman                       Muscat Depository & Securities Registration Company, SAOC

06/30/01

COUNTRY                    DEPOSITORIES

Pakistan                   Central Depository Company of Pakistan Limited

                           State Bank of Pakistan

Palestine                  Clearing Depository and Settlement, a department
                           of the Palestine Stock Exchange

Peru                       Caja de Valores y Liquidaciones, Institucion de
                           Compensacion y Liquidacion de Valores S.A

Philippines                Philippine Central Depository, Inc.

                           Registry of Scripless Securities (ROSS) of the Bureau of Treasury

Poland                     National Depository of Securities
                           (Krajowy Depozyt Papierow Wartosciowych SA)

                           Central Treasury Bills Registrar

Portugal                   Central de Valores Mobiliarios

Qatar                      Central Clearing and Registration (CCR), a
                           department of the Doha Securities Market

Romania                    National Securities Clearing, Settlement and Depository Company

                           Bucharest Stock Exchange Registry Division

                           National Bank of Romania

Russia                     Vneshtorgbank, Bank for Foreign Trade of the Russian Federation

Senegal                    Depositaire Central - Banque de Reglement

Singapore                  Central Depository (Pte) Limited

06/30/01

COUNTRY                    DEPOSITORIES

                           Monetary Authority of Singapore

Slovak Republic            Stredisko cennych papierov

                           National Bank of Slovakia

Slovenia                   Klirinsko Depotna Druzba d.d.

South Africa               Central Depository Limited

                           Share Transactions Totally Electronic (STRATE) Ltd.

Spain                      Servicio de Compensacion y Liquidacion de Valores, S.A.

                           Banco de Espana, Central de Anotaciones en Cuenta

Sri Lanka                  Central Depository System (Pvt) Limited

Sweden                     Vardepapperscentralen  VPC AB
                           (Swedish Central Securities Depository)

Switzerland                SegaIntersettle AG (SIS)

Taiwan - R.O.C.            Taiwan Securities Central Depository Co., Ltd.

Thailand                   Thailand Securities Depository Company Limited

Togo                       Depositaire Central - Banque de Reglement

Tunisia                    Societe Tunisienne Interprofessionelle pour la
                           Compensation et de Depots des Valeurs Mobilieres

Turkey                     Takas ve Saklama Bankasi A.S. (TAKASBANK)

06/30/01

COUNTRY                    DEPOSITORIES

                           Central Bank of Turkey

Ukraine                    National Bank of Ukraine

                           Mizhregionalny Fondovy Souz

United Arab Emirates       Clearing and Depository System,
                           a department of theDubai Financial Market

Venezuela                  Banco Central de Venezuela

Zambia                     LuSE Central Shares Depository Limited

                           Bank of Zambia

TRANSNATIONAL

Euroclear

Clearstream Banking AG

06/30/01

PUBLICATION/TYPE OF INFORMATION                      BRIEF DESCRIPTION
-------------------------------                      -----------------
(SCHEDULED FREQUENCY)

The Guide to Custody in World Markets       An overview of settlement and safekeeping procedures,
(hardcopy annually and regular              custody practices and foreign investor considerations for
website updates)                            the markets in which State Street offers custodial services.

Global Custody Network Review               Information relating to Foreign Sub-Custodians in State
(annually)                                  Street's Global Custody Network. The Review stands as an
                                            integral part of the materials that State Street provides to
                                            its U.S. mutual fund clients to assist them in complying
                                            with SEC Rule 17f-5. The Review also gives insight into
                                            State Street's market expansion and Foreign Sub-Custodian
                                            selection processes, as well as the procedures and controls
                                            used to monitor the financial condition and performance of
                                            our Foreign Sub-Custodian banks.

Securities Depository Review                Custody risk analyses of the Foreign Securities Depositories
(annually)                                  presently operating in Network markets. This publication is
                                            an integral part of the materials that State Street provides
                                            to its U.S. mutual fund clients to meet informational
                                            obligations created by SEC Rule 17f-7.

Global Legal Survey                         With respect to each market in which State Street offers
(annually)                                  custodial services, opinions relating to whether local law
                                            restricts (i) access of a fund's independent public
                                            accountants to books and records of a Foreign Sub-Custodian
                                            or Foreign Securities System, (ii) a fund's ability to
                                            recover in the event of bankruptcy or insolvency of a
                                            Foreign Sub-Custodian or Foreign Securities System, (iii) a
                                            fund's ability to recover in the event of a loss by a
                                            Foreign Sub-Custodian or Foreign Securities System, and (iv)
                                            the ability of a foreign investor to convert cash and cash
                                            equivalents to U.S. dollars.

Subcustodian Agreements                     Copies of the contracts that State Street has entered into
(annually)                                  with each Foreign Sub-Custodian that maintains U.S. mutual
                                            fund assets in the markets in which State Street offers
                                            custodial services.

Global Market Bulletin                      Information on changing settlement and custody conditions in
(daily or as necessary)                     markets where State Street offers custodial services.
                                            Includes changes in market and tax regulations, depository
                                            developments, dematerialization information, as well as
                                            other market changes that may impact State Street's clients.

Foreign Custody Advisories                  For those markets where State Street offers custodial
(as necessary)                              services that exhibit special risks or infrastructures
                                            impacting custody, State Street issues market advisories to
                                            highlight those unique market factors which might impact our
                                            ability to offer recognized custody service levels.

Material Change Notices                     Informational letters and accompanying materials confirming
(presently on a quarterly                   State Street's foreign custody arrangements, including a
basis or as otherwise necessary)            summary of material changes with Foreign Sub-Custodians that
                                            have occurred during the previous quarter. The notices also
                                            identify any material changes in the custodial risks
                                            associated with maintaining assets with Foreign Securities
                                            Depositories.

EXHIBIT g(2)(a)
SUBCUSTODIAN AGREEMENT
WITH
TEXAS COMMERCE BANK

The undersigned custodian (the "Custodian") for the funds listed on Schedule A hereto (the "Funds"), each an open-end investment company registered under the Investment Company Act of 1940 (the "1940 Act"), hereby appoints Texas Commerce Bank National Association as subcustodian (the "Subcustodian") for each of the Funds and their respective series, if any, and the Subcustodian hereby accepts such appointment on the following terms and conditions as of the date set forth below and along with A I M Fund Services, Inc. ("AFS"), transfer agent for the Funds, agree as follows:

1. Qualification. The Custodian and the Subcustodian each represent to the other and to the Funds that it is qualified to act as custodian for a registered investment company under the 1940 Act, and the Custodian represents to the Subcustodian that it is the duly appointed, qualified and acting Custodian of the Funds, with all necessary power and authority to enter into this Agreement.

2. Subcustody. The Subcustodian shall maintain custodian accounts for the Funds ("Subscription Accounts"). Checks issued in payment for purchases of the Funds' shares ("Subscription Checks") shall be deposited by AFS with the Subcustodian and AFS shall instruct Subcustodian into which Subscription Account to deposit such checks. The Subcustodian shall debit AFS account no. 100366815 (the "Bounced Check Account") for the aggregate amount of all Subscription Checks returned to the Subcustodian for non-payment ("Return Items"), informing AFS daily of any returned Subscription Checks. In the event that the available funds in the Bounced Check Account are insufficient to cover the amount of the Return Items, Subcustodian shall promptly notify Transfer Agent in writing of the amount of such insufficiency. Upon receipt of such written notice, Transfer Agent agrees to remit to Subcustodian the full amount of such insufficiency.

Each business day AFS shall provide instructions to the Subcustodian to wire transfer certain funds to Boston Safe Deposit & Trust Company and other entities that AFS may specify from time to time, which shall deposit the proceeds of such wire transfers from the Subcustodian into the Settlement Account at Boston Safe Deposit & Trust Company. The Subcustodian agrees that it will comply with the instructions of AFS so long as the instructions do not require the transfer of funds in an amount in excess of the aggregate of the ledger balances in the Subscription Accounts in question and the Subcustodian is not prohibited from making the transfer by applicable law or regulation. Boston Safe Deposit & Trust Company will net the Subscription Check proceeds with the redemption proceeds and the net amount will be wired to the Settlement Account at the Custodian. The Funds will compensate the Subcustodian for (i) service fees charged by the Subcustodian for processing Subscription Checks as set forth on Schedule 1 to this Agreement (these amounts will be paid monthly and computed based on overall account relationship), (ii) other miscellaneous fees as described in Schedule 1 and (iii) Return Items not paid by the Transfer Agent within five (5) days following a payment by Subcustodian pursuant to paragraph 2 hereof.

3. Instructions; Other Communications. Any one officer or other authorized representative of AFS designated as hereinafter provided as an officer or other authorized representative of AFS authorized to give instructions to the Subcustodian with respect to the Funds' assets held in the Subscription Accounts (an "Authorized Officer"), shall be authorized to instruct the Subcustodian as to the deposit, withdrawal or any other action with respect to the Funds' assets from time to time by telephone, or in writing signed by such Authorized Officer and delivered by telecopy, tested telex, tested computer printout or such other reasonable methods as AFS and Subcustodian shall agree upon; provided, however, the Subcustodian is authorized to accept and act upon instructions from AFS, whether orally, by telephone or otherwise, which it reasonably believes to be given by an Authorized Officer. The Subcustodian may require that any instructions given orally or by telecommunications be promptly confirmed in writing.

The Authorized Officers shall be as set forth on Schedule 2 attached hereto or as otherwise from time to time certified in writing by AFS to the Subcustodian signed by the President or any Vice President and any Assistant Vice President, Assistant Secretary or Assistant Treasurer of AFS. In addition to a written list of authorized officers, AFS will provide Subcustodian with additional information and signature cards as reasonably requested by Subcustodian relating to the Authorized Officers. The Subcustodian shall furnish to AFS (i) prompt telephonic and written notice of Return Items, (ii) monthly reports on activity in each of the Subscription Accounts mailed within five (5) days after the end of each calendar month and (iii) a daily statement of activity in each of the Subscription Accounts, which will be made available via the MicroLink balance reporting service. AFS will furnish a copy of the information provided by Subcustodian to (i) each Fund, and (ii) the Custodian (as to the Custodian, only items (ii) and (iii) above are required).

4. Fees. The service fees charged by the Subcustodian under the Agreement are as set forth in Schedule 1 attached hereto. Schedule 1 may be amended by the parties in writing provided written notice is furnished to the Funds thirty (30) days in advance of any increase in fees.

5. Liabilities. (i) The Subcustodian shall be indemnified and held harmless by AFS and the Funds and not be liable for any action taken or omitted to be taken by it in good faith or for any mistake of law or fact, or for anything Subcustodian may do or refrain from doing in connection with or as required by this Agreement, except for failure to exercise ordinary care or act in good faith. Except as otherwise set forth herein, the Subcustodian shall have no responsibility with respect to Fund assets. The Subcustodian shall, for the benefit of the Custodian, AFS and the Funds, use the same care with respect to the handling of the Funds' assets in the Subscription Accounts as it uses with respect to its own assets similarly held. The Subcustodian shall have no responsibility with respect to any monies or any wire transfer, checks or other instruments for the payment of money unless and until actually received or secured by wire transfer by the Subcustodian. IN NO EVENT WILL THE SUBCUSTODIAN BE LIABLE TO THE CUSTODIAN, AFS OR THE FUNDS FOR ANY INDIRECT DAMAGES, LOST PROFITS, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHICH ARISE OUT OF OR IN CONNECTION WITH THE SERVICES CONTEMPLATED HEREIN.

(ii) The Subcustodian shall indemnify, defend and save harmless the Custodian, AFS and each Fund from and against all loss, liability, claims and demands incurred by the Custodian, AFS or the Funds and any related out-of-pocket expenses, arising directly from the Subcustodian's bad

faith, willful malfeasance or negligence in connection with its obligations under this Agreement and the Investment Company Act of 1940, as amended.

(iii) The Custodian agrees to indemnify and hold the Subcustodian harmless from and against any and all loss, liability, claims and demands incurred by Subcustodian in connection with the performance by the Subcustodian in good faith of any activity under this Agreement pursuant to instructions of the Custodian.

(iv) It is understood and stipulated that neither the shareholders of any Fund nor the members of the Board of such Fund shall be personally liable hereunder.

6. Termination. Each party may terminate this Agreement at any time by not less than thirty (30) days prior written notice which shall specify the date of such termination; provided, however, that the Custodian may immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Subcustodian by the Federal Deposit Insurance Corporation or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of this Agreement, the Subcustodian shall promptly make delivery of all assets of the Funds held in the Subscription Accounts to the Custodian or any third party, qualified to act as a custodian pursuant to the rules and regulations of the Investment Company Act of 1940, as amended, specified by the Custodian in writing. If any Subscription Checks are subsequently returned unpaid, the Funds shall direct AFS to pay the Subcustodian the amount thereof on behalf of the Funds promptly upon demand. All indemnities provided pursuant to this Agreement shall survive the termination of this Agreement.

7. Communications. All communications required or permitted to be given under this Agreement shall be in writing (including telex, telegraph or telefax, facsimile or similar electronic transmittal device) and shall be deemed given (a) upon delivery in person to the persons indicated below, or (b) three days after deposit in the United States postal service, postage prepaid, registered or certified mail, return receipt requested, or (c) upon receipt by facsimile (provided that receipt of such facsimile is confirmed telephonically by the addressee) or (d) by overnight delivery service (with receipt of delivery) sent to the address shown below, or to such different address(es) as such party shall designate by written notice to the other parties hereto at least ten days in advance of the date on which such change of address shall be effective. All communications required or permitted to be given under this Agreement shall be addressed as follows:

(i) to the Subcustodian: Texas Commerce Bank National Association

P.O. Box 2558 Houston, Texas 77252-8084 Attn: Kathy Wallace

(ii) to the Custodian: State Street Bank and Trust Company Mutual Fund Services Boston, Massachusetts 02105 Attn: AIM Funds

(iii) to the Transfer Agent: A I M Fund Services, Inc. 11 Greenway Plaza Suite 1919 Houston, Texas 77046 Attn: Robert Frazer

8. Records. The books and records pertaining to the Subscription Accounts which are in the possession of the Subcustodian shall be preserved by the Subcustodian for six years, the first two years of which the books and records shall be maintained by the Subcustodian in an easily accessible place. The Subcustodian will not refuse any reasonable request for inspection and audit of its books and records concerning transactions and balances of the Subscription Accounts by an agent of any Fund, AFS or the Custodian.

9. Cooperation. The Subcustodian shall cooperate with each Fund and the Custodian and their respective independent public accountants in connection with annual and other audits of the books and records of the Custodian or the Funds and shall take all reasonable actions to assure that such information is made available to such accountants for the expression of their opinion.

10. Terms and Conditions of Deposit Accounts. The handling of the Subscription Accounts and the Bounced Check Account and all other accounts maintained with the Subcustodian in connection with or relating to this Agreement will be subject to the Subcustodian's Terms and Conditions of Deposit Accounts, and any and all rules or regulations now or hereafter promulgated by the Subcustodian which relate to such accounts, and the Uniform Commercial Code as adopted in the State of Texas (except in the event any of the same are contrary to the specific provisions hereof). In the event of any specific conflict between the provisions hereof and the provisions of any of the foregoing, the provisions of this Agreement shall control.

11. Miscellaneous. This Agreement shall be (i) governed by and construed in accordance with the laws of the State of Texas without regard to conflicts of law rules, (ii) may be executed in counterparts each of which shall be deemed an original but all of which shall constitute the same instrument, and (iii) may only be amended by the parties hereto in writing.

12. Signature Authority. Each of the undersigned represents and warrants that he/she has the requisite authority to execute this Agreement on behalf of the party for whom the undersigned signs; that all necessary action has been taken to authorize this Agreement; that this Agreement, upon execution and delivery, shall be a binding obligation of such party.

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed this 9th day of September, 1994.

TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
(as Subcustodian)

By: /s/ KATHY WALLACE
    ----------------------------------

Title:  Financial Services Officer
       -------------------------------

STATE STREET BANK AND TRUST COMPANY
(as Custodian)

By: /s/ N. GRADY
    ----------------------------------

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

A I M FUND SERVICES, INC.
(as Transfer Agent)

By: /s/ Illegible
    ----------------------------------

Title:  Senior Vice President
       -------------------------------

Each of the Funds hereby consents and agrees to the terms of the foregoing Subcustodian Agreement; provided, however, that the same shall not relieve the Custodian of any of its responsibilities to the Fund as set forth in the Custodian Agreements between the Funds and the Custodian.

EACH OF THE FUNDS LISTED ON
SCHEDULE A HERETO

By:  /s/ Illegible
    ----------------------------------

Title:  Senior Vice President &
        Treasurer
        ------------------------------

SCHEDULE A
(as revised February 15, 2001)

AIM Advisor Funds -- AIM Advisor Flex Fund AIM Advisor Funds -- AIM Advisor International Value Fund AIM Advisor Funds -- AIM Advisor Real Estate Fund

AIM Equity Funds -- AIM Aggressive Growth Fund AIM Equity Funds -- AIM Blue Chip Fund
AIM Equity Funds -- AIM Capital Development Fund AIM Equity Funds -- AIM Charter Fund
AIM Equity Funds -- AIM Constellation Fund AIM Equity Funds -- AIM Dent Demographic Trends Fund AIM Equity Funds -- AIM Emerging Growth Fund AIM Equity Funds -- AIM Large Cap Basic Value Fund AIM Equity Funds -- AIM Large Cap Growth Fund AIM Equity Funds -- AIM Mid Cap Growth Fund AIM Equity Funds -- AIM Weingarten Fund

AIM Floating Rate Fund

AIM Funds Group -- AIM Balanced Fund
AIM Funds Group -- AIM European Small Company Fund AIM Funds Group -- AIM Global Utilities Fund AIM Funds Group -- AIM International Emerging Growth Fund AIM Funds Group -- AIM New Technology Fund AIM Funds Group -- AIM Select Growth Fund AIM Funds Group -- AIM Small Cap Equity Fund AIM Funds Group -- AIM Value Fund
AIM Funds Group -- AIM Value Fund II
AIM Funds Group -- AIM Worldwide Spectrum Fund

AIM Growth Series -- AIM Basic Value Fund AIM Growth Series -- AIM Euroland Growth Fund AIM Growth Series -- AIM Japan Growth Fund AIM Growth Series -- AIM Mid Cap Equity Fund AIM Growth Series -- AIM Small Cap Growth Fund

AIM International Funds, Inc. -- AIM Asian Growth Fund AIM International Funds, Inc. -- AIM European Development Fund AIM International Funds, Inc. -- AIM Global Aggressive Growth Fund AIM International Funds, Inc. -- AIM Global Growth Fund AIM International Funds, Inc. -- AIM Global Income Fund AIM International Funds, Inc. -- AIM International Equity Fund

AIM Investment Funds -- AIM Developing Markets Fund AIM Investment Funds -- AIM Global Consumer Products and Services Fund AIM Investment Funds -- AIM Global Financial Services Fund AIM Investment Funds -- AIM Global Health Care Fund AIM Investment Funds -- AIM Global Infrastructure Fund AIM Investment Funds -- AIM Global Resources Fund AIM Investment Funds -- AIM Global Telecommunications and Technology Fund AIM Investment Funds -- AIM Latin American Growth Fund AIM Investment Funds -- AIM Strategic Income Fund

AIM Investment Securities Funds -- AIM High Yield Fund AIM Investment Securities Funds -- AIM High Yield Fund II AIM Investment Securities Funds -- AIM Income Fund AIM Investment Securities Funds -- AIM Intermediate Government Fund

AIM Series Trust -- AIM Global Trends Fund

AIM Special Opportunities Funds -- AIM Large Cap Opportunities Fund AIM Special Opportunities Funds -- AIM Mid Cap Opportunities Fund AIM Special Opportunities Funds -- AIM Small Cap Opportunities Fund

AIM Summit Fund

AIM Variable Insurance Funds -- AIM V.I. Aggressive Growth Fund AIM Variable Insurance Funds -- AIM V.I. Balanced Fund AIM Variable Insurance Funds -- AIM V.I. Blue Chip Fund AIM Variable Insurance Funds -- AIM V.I. Capital Appreciation Fund AIM Variable Insurance Funds -- AIM V.I. Capital Development Fund AIM Variable Insurance Funds -- AIM V.I. Dent Demographic Trends Fund AIM Variable Insurance Funds -- AIM V.I. Diversified Income Fund AIM Variable Insurance Funds -- AIM V.I. Global Utilities Fund AIM Variable Insurance Funds -- AIM V.I. Government Securities Fund AIM Variable Insurance Funds -- AIM V.I. Growth and Income Fund AIM Variable Insurance Funds -- AIM V.I. Growth Fund AIM Variable Insurance Funds -- AIM V.I. High Yield Fund AIM Variable Insurance Funds -- AIM V.I. International Equity Fund AIM Variable Insurance Funds -- AIM V.I. Telecommunications and Technology Fund AIM Variable Insurance Funds -- AIM V.I. Value Fund

TCB-HOUSTON
                                           PRICES ARE GUARANTEED FOR 90 DAYS FROM: 6/09/94
PRO-FORMA ACCOUNT ANALYSIS STATEMENT

AIM FUNDS SERVICES, INC.                     ANALYSIS             PERIOD                 PAGE
                                              LEVEL               ENDING                  NO.
                                          ACCOUNT DETAIL         04/30/94               1 OF 1
                                         CHECK PROCESSING

                                            EARNINGS                  RESERVE                BALANCE
AVERAGE DEMAND BALANCES THIS PERIOD          CREDIT                 REQUIREMENT             MULTIPLIER
-----------------------------------         --------                -----------             ---------
LEDGER BALANCE                  $0.00        3.55%                    10.00%                  362.72
LESS UNCOLLECTED FUNDS          $0.00
                                -----
COLLECTED BALANCE               $0.00
LESS INTEREST BEARING BALANCE   $0.00
                                -----
NET COLLECTED BALANCE           $0.00
LESS RESERVE REQUIREMENT        $0.00
                                -----
NET AVAILABLE BALANCE           $0.00

                                                WEIGHTED
        SERVICES RENDERED                      UNIT PRICE          ACTIVITY          TOTAL PRICE          BALANCE EQUIVALENT
        -----------------                      ----------          --------          -----------          ------------------
AUTOMATED CLEARING HOUSE
  Night Cycle CR/DE - One Day                     0.0750              2,200          $   165.00             $   56,568.80
  Day Cycle CR/DE - Two Day                       0.0750             26,000          $ 1,950.00             $  668,304.00
  ACI Data Transmission                          10.0000                  1          $    10.00             $    3,427.20
  Monthly Maintenance - TexID/Acct               50.0000                  1          $    30.00             $   17,136.00
  Return Items                                    2.5000                137          $   342.50             $  117,381.60
CUSTOMER ACCOUNTING
  Account Maintenance                            20.0000                  9          $    180.00            $   61,689.60
  Return Items - Received                         2.5000                246          $    615.00            $  210,772.80
  Return Items - Receivers                        1.5000                492          $    738.00            $  252,927.36
  FDIC Assessment $.16/$1000 Ledger             469.3300                  1          $    469.33            $  160,848.78
  Customer Research - per copy                    2.0000                  1          $      2.00            $      685.44
ITEM PROCESSING
  Tier I/Local City                               0.0300                560          $     16.80            $    5,757.70
  Tier II/Local RCPC                              0.0450                124          $      5.58            $    1,912.38
  Tier III/Texas Fed Cities                       0.0550                628          $     34.54            $   11,837.55
  Tier IV/Other Texas                             0.0600              1,118          $     67.08            $   22,989.66
  Tier V/Other Transit                            0.0600             34,050          $  2,043.00            $  700,176.96
NICROLINE
  APC Transactions                                0.1000              2,200          $    220.00            $   75,398.40
  APC Maintenance w/ Cash Manager                25.0000                  1          $     25.00            $    8,568.00
  Cash Manager Software Maintenance              35.0000                  1          $     35.00            $   11,995.20
  Bank Account - TCB                             20.5500                  9          $    184.95            $   65,386.06
  Bank Account - Other Banks                     28.3300                 15          $    424.95            $  145,638.86
  Previous Day Items                              0.1500             26,039          $  3,905.85            $1,338,612.91
TEX-COM
  TX Corp. DX TCB Accounts                       25.5600                  9          $    230.04            $   78,839.31
  TX Corp. DX TCB Accts D8/CR Items               0.2000              3,039          $    607.80            $  208,305.22
WIRE TRANSFER
  Incoming transfer - Autopost                    4.5000                660          $  2,970.00            $1,017,878.40
  Account Maintenance                             5.0000                  1          $      5.00            $    1,713.60
  IDA Repetitive - Outgoing                      6.0000                 22          $    132.00            $   45,239.04

                                TOTALS BEFORE RESERVES                               $ 15,429.42            $5,287,970.82

                                                                        SUMMARY ANALYSIS

                                                        NET AVAILABLE BALANCE                                      $0.00
                                                        LESS BALANCES REQUIRED TO SUPPORT SERVICES         $5,250,970.82
                                                                                                           -------------
                                                        BALANCES AVAILABLE FOR OTHER SERVICES             ($5,287,970.82)

                                                        COLLECTED BALANCE REQUIRED                          $5,875,523.14
                                                                   OR
                                                        FEES DUE FOR COLLECTED BALANCE DEFICIENCY              $17,143.80

-- Ledger Balance -- The average gross balance that includes all collected and uncollected funds. It is the sum of each day's ending ledger inclusive of aggregate adjustments divided by the number of days in the reporting month.

-- Less Funds in Process of Collection -- The average float incurred for the reporting month calculated by subtracting average collected balance from the average ledger balance.

-- Collected Balance -- The sum of each day's ending collected balance inclusive of aggregate adjustments divided by the number of days in the reporting month.

-- Less Interest Bearing Balance -- The average collected balance maintained in interest bearing accounts.

-- Net Collected Balance -- Collected balance minus interest bearing balance.

-- Less Reserve Requirement -- The amount of every dollar of collected balances that must be held in reserve. Net collected balance multiplied by the reserve requirement rate.

-- Net Available Balance -- The balance available to apply towards compensation for services rendered. Net collected balance minus the reserve requirement.

Earnings Credit -- This percent approximates the value of the alternative use of cash in short term investment. The rate is adjusted monthly to reflect market trends during the period.

Reserve Requirement -- This percentage is determined by state or federal regulations. This percentage of every dollar of collected balances must be held in reserve by the bank.

Balance Multiplier -- This shows the available balances required to compensate for $1.00 of service activity for one month. It is calculated by applying the earnings credit rate to $1.00 of services as follows:

$1.00                    Days in the Year
----------------   X     -------------------
Earnings Credit          Days in the Month

Services Rendered -- The description of services provided during the reporting month.

Weighted Unit Price -- Total price divided by total activity.

Activity -- The total number of units rendered for each service.

Total Price -- The unit price multiplied by the activity.

Balance Equivalent -- The available balances required to compensate for services rendered. Total price multiplied by the balance multiplier.

Summary Analysis

-- Balance Available for Other Services -- this represents the difference between the net available balance and the balances required to support services rendered.

-- Collected Balance Equivalent -- This represents the collected balances equivalent that is available to support additional services. The formula for calculation is:

-- Collected Balances Required -- This represents the collected balance required to compensate for a current month deficient available balance. The formula for calculation is:

-- Fees Due for Collected Balance Deficiency -- The amount due in fees for a collected balance deficiency. The formula for calculation is:

June 2, 1994

                       PRO-FORMA ACCOUNT ANALYSIS ADDENDA             Page 1
                            AIM Fund Services, Inc.

BANK/PRODUCT/ACTIVITY                        UNIT PRICE              MINIMUM
---------------------                        ----------              -------

TCB-Houston
    MICROLINK
        Cash Manager Software Setup           $325.00                  0.00
        Automated Payments and
          Collections (APC) Software
          and Setup                           $225.00                  0.00
    ACH Transmission Setup                    $200.00                  0.00

                                                                      SCHEDULE 2

Jack Caldwell                                      President
Ira Cohen                                          Vice President
Mary Corcoran                                      Vice President
Sidney M. Dilgren                                  Vice President
Robert A. Frazer                                   Assistant Vice President
Mary Gentempo                                      Vice President
Richard Snyder                                     Senior Vice President

Torri Evans
Debi Folse
Ann Marie Mahoney
Tim McDonough
Robert Thompson

EXHIBIT g(2)(b)

AMENDMENT NO. 1

SUBCUSTODIAN AGREEMENT
WITH
TEXAS COMMERCE BANK
(NOW KNOWN AS CHASE BANK OF TEXAS, N.A.)

The Subcustodian Agreement with Texas Commerce Bank (now known as Chase Bank of Texas, N.A.) (the "Agreement"), dated September 9, 1994, is hereby amended as follows (terms used herein but not otherwise defined herein have the meaning ascribed them in the Agreement):

1) Section 7 - Communications is hereby deleted in its entirety and replaced with the following:

Communications. All communications required or permitted to be given under this Agreement shall be in writing (including telex, telegraph or telefax, facsimile or similar electronic transmittal device) and shall be deemed given (a) upon delivery in person to the persons indicated below, or (b) three days after deposit in the United States postal service, postage prepaid, registered or certified mail, return receipt requested, or (c) upon receipt by facsimile (provided that receipt of such facsimile is confirmed telephonically by the addressee) or (d) by overnight delivery service (with receipt of delivery) sent to the address shown below, or to such different address(es) as such party shall designate by written notice to the other parties hereto at least ten days in advance of the date on which such change of address shall be effective. All communications required or permitted to be given under this Agreement shall be addressed as follows:

(i) to the Subcustodian: Chase Bank of Texas, N.A. P. O. Box 2558 Houston, Texas 77252-8391 Attn: Kathy Wallace

(ii) to the Custodian: State Street Bank and Trust Company 1776 Heritage Drive North Quincy, MA 02171 Attn: Judith Charny

(iii) to the Transfer Agent: A I M Fund Services, Inc. 11 Greenway Plaza Suite 100 Houston, Texas 77046 Attn: Robert Frazer

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

Authorized Officers

Jack Caldwell              President
Mary A. Corcoran           Senior Vice President
Sidney M. Dilgren          Senior Vice President
Tony D. Green              Senior Vice President
Lois S. Murphy             Senior Vice President
Linda L. Wariner           Senior Vice President
Ira P. Cohen               Vice President
Mary E. Gentempo           Vice President
Kim T. McAuliffe           Vice President
Robert A. Frazer           Assistant Vice President


Authorized Representatives

Sherri Arbour
Debi Folse
Robert Thompson

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated:      10-2-98
       ----------------
                                        CHASE BANK OF TEXAS, N.A.
                                        (as Subcustodian)

                                        By: /s/ KATHY WALLACE
                                            ------------------------------------

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


                                        STATE STREET BANK AND TRUST COMPANY
                                        (as Custodian)

                                        By: /s/ [ILLEGIBLE]
                                            ------------------------------------

                                        Title: Executive Vice President
                                               ---------------------------------


                                        A I M FUND SERVICES, INC.
                                        (as Transfer Agent)

                                        By: /s/ JOHN CALDWELL
                                            ------------------------------------

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


                                        EACH OF THE FUNDS LISTED ON AMENDED
                                        SCHEDULE A HERETO

                                        By: /s/ ROBERT H. GRAHAM
                                            ------------------------------------

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

EXHIBIT g(3)

SUBCUSTODIAN AGREEMENT

AGREEMENT dated as of January 20th, 1993 , between State Street Bank and Trust Company, a trust company organized under the laws of the Commonwealth of Massachusetts (the "Custodian"), and The Bank of New York, a New York trust company (the "Subcustodian").

W I T N E S S E T H:

WHEREAS, the Custodian acts as custodian for certain investment companies affiliated with, sponsored, managed or advised by the firms identified on Schedule A hereto (each, a "Fund"; collectively, the "Funds") from time to time whose shares are registered pursuant to the Investment Company Act of 1940, as amended (the "Act"); and

WHEREAS, the Funds have requested the Custodian to appoint a subcustodian in order to facilitate transactions in Securities (as defined herein); and

WHEREAS, the Custodian desires to appoint the Subcustodian as its subcustodian for the purposes of receiving, delivering and safekeeping cash and Securities from time to time on behalf of the Funds; and

WHEREAS, the Subcustodian is a bank within the meaning of Section 2(a)(5) of the Act having aggregate capital, surplus and undivided profits of not less than two million dollars ($2,000,000):

NOW THEREFORE, the Custodian and Subcustodian hereby agree as follows:

ARTICLE I
DEFINITIONS

1. "Authorized Person" shall be any officer of the Custodian and any other person, whether or not any such person is an officer or employee of the Custodian, duly authorized by the Custodian to give Oral and/or Written Instructions on behalf of the Custodian, such persons to be designated in a certificate of an appropriate officer of the Custodian which contains a specimen signature of such person.

2. "Book-Entry Securities" shall mean book-entry securities (as defined in Subpart O of Treasury Department Circular No. 300, 31 C.F.R. 306) and any other securities issued or fully guaranteed by the United States or any agency, instrumentality or establishment of the United States and registered in the form of an entry on the records of the Book-Entry System.

3. "Book-Entry System" shall mean the Federal Reserve/Treasury Book-Entry System for receiving and delivering Securities, its successors and nominees.

4. "Business Day" shall mean any day on which the Subcustodian the Book-Entry System, and the appropriate Clearing Corporation are open for business.

5. "Clearing Corporation" shall mean the Depository Trust Company, Participant's Trust Company and any other clearing corporation within the meaning of Section 6-102(3) of the Uniform Commercial Code of the State of New York.

6. "Clearing Corporation Securities" shall mean securities registered in the name of the Subcustodian on the records of a Clearing Corporation.

7. "Government Securities" shall mean Book-Entry treasury securities (as defined in Subpart O of Treasury Department Circular No. 300, 31 C.F.R. 306) and any other securities issued or fully guaranteed by the United States government or any agency of the United States government which are registered in the form of an entry on the records of the Book-Entry System.

8. "Oral Instructions" shall mean verbal instructions actually received by the Subcustodian from an Authorized Person or from a person reasonably believed by the Subcustodian to be an Authorized Person.

9. "Physical Securities" shall mean securities issued in definitive form which are not Book-Entry or Clearing Corporation Securities.

10. "Securities" shall mean Book-Entry Securities, Clearing Corporation Securities and Physical Securities.

11. "Written Instructions" shall mean written communications actually received by the Subcustodian from an Authorized Person or from a person reasonably believed by the Subcustodian to be an Authorized Person by letter, memorandum, telegram, cable, telex, telecopy facsimile, computer, video (CRT) terminal or other on-line system, or any other method whereby the Subcustodian is able to verify with a reasonable degree of certainty the identify of the sender of such communications.

ARTICLE II
APPOINTMENT; ACCOUNTS; CUSTODY

1. The Custodian hereby appoints the Subcustodian as subcustodian of all Securities and all monies at any time delivered to the Subcustodian during the term of this Agreement. The Subcustodian hereby accepts appointment as such

subcustodian and agrees to establish and maintain one or more accounts in the name of each Fund as follows: "[FUND]/State Street as Custodian" (each an "Account") in which it will hold Securities as provided herein. The Subcustodian also agrees to establish and maintain one or more demand deposit accounts for each Fund in the name of the Custodian (each a "DDA Account") in which it will hold monies as provided herein. Each Account and DDA Account shall be for the exclusive use of the specific Fund for which it was established, and references herein to the Account and DDA Account shall mean to such Fund's Account.

2. The Custodian hereby represents and warrants to the Subcustodian, which representations and warranties shall be deemed to be continuing and to be reaffirmed upon acting on any Oral or Written Instructions hereunder, that:

(a) This Agreement is legally and validly entered into, and does not, and will not, violate any ordinance, charter, by-law, rule, statute or agreement applicable to it, and is enforceable against the Custodian in accordance with its terms;

(b) The person executing this Agreement on behalf of the Custodian has been duly authorized to do so;

(c) The appointment of the Subcustodian as its subcustodian hereunder has been duly authorized and no other corporate action is required prior to utilizing the Account and DDA Account; and

(d) Each of the Funds identified on the respective Schedules A attached hereto have authorized the Custodian to appoint the Subcustodian to act pursuant to this Agreement and to perform the Custodian's obligations hereunder;

(e) All Securities and monies at any time held in a Fund's Account and DDA Account, respectively, are beneficially owned by the Fund; and

(f) Instructions to the Subcustodian in connection with the receipt and delivery of Securities and cash balances hereunder are in connection with repurchase agreements to which Fund(s) are a party.

3. The Custodian may from time to time deliver or cause to be delivered to the Subcustodian for deposit in the Account and DDA Account Securities and monies (in immediately available funds), respectively, at any time during the term of this Agreement.

4. The Custodian agrees that Securities to be delivered to the Subcustodian for deposit in the Account may be in the form of credits to the account of the Subcustodian either at the Book-Entry System or a Clearing corporation or by delivery to the Subcustodian of physical certificates in bearer form or readily negotiable so as to constitute good delivery under securities industry practices, and that all monies to be delivered to the Subcustodian for deposit in the account shall be immediately available funds. Custodian authorizes and instructs the Subcustodian to deposit in the Book-Entry System and Clearing Corporation on a continuous and on-going basis all monies and all Securities eligible for deposit therein and to utilize the Book-Entry System, Clearing Corporation and the receipt and delivery of physical certificates or any combination thereof in connection with its performance hereunder. Transactions with respect to Book-Entry Securities and Clearing Corporation Securities will be effected in accordance with, and subject to, the rules and regulations of the Book-Entry System and each Clearing Corporation, respectively. Securities credited to the Account and the Dealer Account and deposited in the Book-Entry System or a Clearing Corporation will be

represented in accounts of the Subcustodian which include only assets held by the Subcustodian for customers, including, but not limited to, accounts in which the Subcustodian acts in a fiduciary or representative capacity.

ARTICLE III
DEPOSIT AND DISBURSEMENT OF
CASH AND GOVERNMENT SECURITIES

1. (a) On any Business Day prior to 5:00 p.m. (New York City time) the Custodian may give the Subcustodian Written Instructions to receive Securities. Upon receipt of such Securities, the Subcustodian shall promptly advise the Custodian thereof.

(b) Upon receipt of Written Instructions on such Business Day from the Custodian no later than (60) minutes prior to the close of the Federal Reserve Bank of New York money wire and provided sufficient immediately available funds have previously been delivered to the DDA Account, the Subcustodian shall deliver out monies in accordance with such Written Instructions.

2. On any Business Day prior to 10:00 a.m. (New York City time) the Custodian may give Written Instructions to the Subcustodian to deliver from the Account Securities against receipt of funds as specified in such Written Instructions. Upon receipt of immediately available funds in the amount described in such Written Instructions, the Subcustodian shall deliver Securities in accordance therewith. Monies received by the Subcustodian hereunder shall be credited to the DDA Account.

3. Written Instructions from the Custodian to receive and deliver Securities and monies shall reference the Account and DDA Account, as appropriate, and with respect to each Government Security shall specify the name of the issuer, title, CUSIP

number and par value thereof, and such other information as the Subcustodian may require in connection with such Written Instructions.

4. The Subcustodian shall send the Custodian confirmations of Securities and monies received and delivered by it hereunder and with respect to Securities credited to the Account shall identify on its books as belonging to [the Fund's] Account/State Street as Custodian a quantity of Securities in a fungible bulk of securities shown on the Subcustodian's account on the books of the Book-Entry System or the Clearing Corporation. It shall be the Custodian's responsibility to identify on its books the interest of Funds in the Securities and monies held by the Subcustodian hereunder.

5. The Subcustodian shall furnish the Custodian with a summary of all transfers to or from the Account and the DDA Account from time to time as mutually agreed.

6. The Subcustodian shall provide the Custodian with any report obtained by the Subcustodian from the Book-Entry System or the Clearing Corporation on its accounting system, internal accounting control and procedures for safeguarding securities deposited in the Book-Entry System or the Clearing Corporation.

7. With respect to Securities held in the Account, the Subcustodian shall, unless otherwise instructed to the contrary in Written Instructions:

(a) Collect all income and other payments and advise the Custodian as promptly as practicable of any such amounts due but not paid;

(b) Present for payment and collect the amount payable upon all Securities which may mature or otherwise become payable upon presentation and advise the Custodian

as promptly as practicable of any such amounts due but not paid; and

(c) Hold all rights and similar securities issued with respect to Securities held by the Subcustodian hereunder.

8. Upon receipt of Written Instructions, the Subcustodian will exchange Securities held under hereunder for other securities and/or cash in connection with (a) any conversion privilege, redemption in kind, substitution or exchange offer, and (b) any exercise, purchase or other similar rights represented by Securities.

9. The parties agree that the Subcustodian is not at any time under any duty or responsibility to supervise the investment of, or to advise or make any recommendation for the purchase, sale, retention or other disposition of Securities held in the Account.

10. The Subcustodian shall receive and deliver Securities in accordance with the rules and regulations of the Book-Entry System or the Clearing Corporation in effect from time to time.

11. It is expressly agreed and acknowledged by the Custodian that the Subcustodian does not undertake to make credit available to the Custodian to enable it to receive or deliver Securities pursuant to this Agreement.

ARTICLE IV
CONCERNING THE SUBCUSTODIAN

1. (a) The Subcustodian shall not be liable for any costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees) incurred by the Custodian or any Fund, except those costs, expenses, damages, liabilities or

claims arising out of the negligence or wilful misconduct of the Subcustodian or any of its employees or duly appointed agents. The Subcustodian shall have no obligation hereunder for costs, expenses, damages, liabilities or claims, including attorneys' fees, which are sustained or incurred by reason of any action or inaction by the Book-Entry System or the Clearing Corporation, unless such action or inaction is caused by the negligence or wilful misconduct of the Subcustodian. In no event shall the Subcustodian be liable to the Custodian or any Fund or any other third party for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action.

(b) The Subcustodian shall be liable to the Custodian for actual damages sustained or incurred by the Custodian by reason of or as a result of the Subcustodian's failure to exercise reasonable care in the performance of its duties hereunder. The Custodian shall be liable to the Subcustodian for actual damages sustained or incurred by the Subcustodian by reason of or as a result of the Custodian's failure to exercise reasonable care in the performance of its duties. The foregoing provisions shall be continuing obligations of the Custodian and Subcustodian, their successors and assigns, notwithstanding the termination of this Agreement. Actions taken or omitted in reasonable reliance on Oral or Written Instructions, or upon an information, order, affidavit or other instrument reasonably believed by the Subcustodian to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in the exercise of reasonable care.

2. Without limiting the generality of the foregoing, the Subcustodian shall be under no obligation to inquire into, and shall not be liable for, the validity of the issue of any

Securities held hereunder, the legality thereof or the propriety of the amount paid therefor.

3. The Subcustodian may, with respect to questions of law, apply for and obtain the advice and opinion of counsel, which shall be competent outside counsel if in connection with the interpretation of any material term contained herein, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of such competent outside counsel.

4. The Subcustodian shall be under no obligation or duty to take action to effect collection of any amount if the Securities upon which such payment is due are in default, or if payment is refused after due demand and presentation.

5. The Subcustodian shall not be responsible for, or considered to be the custodian of, any Securities, or any money, whether or not represented by any check, draft, or other instrument for the payment of money received by it on behalf of the Custodian, until the Subcustodian actually receives and collects such Securities or monies directly or by the final crediting of the Subcustodian's account on the books of the Book-Entry System or the Clearing Corporation. The Subcustodian will be entitled to reverse any credits made on the Custodian's behalf where such credits have been previously made and Securities or monies are not finally collected.

6. It is expressly understood and agreed that the Subcustodian shall have no obligation whatsoever to inquire into, and shall have no responsibility for, the sufficiency of any Securities or monies which the Custodian has instructed the Subcustodian to receive or deliver hereunder, and the Subcustodian shall be entitled to rely upon any Written or Oral Instruction actually received by the Subcustodian and reasonably believed by the Subcustodian to be duly authorized and

delivered. The Custodian agrees to forward to the Subcustodian Written Instructions confirming Oral instructions in such manner so that such Written Instructions are received in by the Subcustodian by the close of business of the same day that such Oral Instructions are given to the Subcustodian. The Custodian agrees that the fact that such confirming Written Instructions are not received or that contrary instructions are received by the Subcustodian shall in no way affect the validity or enforceability of the transactions authorized by the Custodian.

7. It is understood that the Subcustodian is authorized to supply any information regarding the Account or DDA Account which is required by any law or governmental regulation now or hereafter in effect.

8. The Subcustodian shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God, earthquakes, fires, floods, wars, civil or military disturbances, sabotage, epidemics, riots, acts of civil or military authority or governmental actions.

9. The Subcustodian shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against the Subcustodian in connection with this Agreement.

ARTICLE V
TERMINATION

Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than thirty

(30) days after the date of giving of such notice. Upon termination hereof, the Custodian shall reimburse the Subcustodian for any disbursements and expenses made or incurred by the Subcustodian and payable or reimbursable hereunder. The Subcustodian shall follow such reasonable Oral or Written Instructions concerning the transfer of custody of records, Securities and other items as the Custodian shall give; provided, that the Subcustodian shall not be required to make any such delivery or payment until full payment shall have been made by the Custodian of all liabilities constituting a charge on or against the Subcustodian and until full payment shall have been made to the Subcustodian of all its costs and expenses hereunder. Upon the date set forth in a termination notice this Agreement shall terminate, and except as otherwise provided herein all obligations of the parties to each other hereunder shall cease.

ARTICLE VI
MISCELLANEOUS

1. The Custodian agrees to furnish to the Subcustodian a new certificate in the event that any present Authorized Person ceases to be an Authorized Person or in the event that any other Authorized Persons are appointed and authorized. Until such new certificate is received, the Subcustodian shall be fully protected in acting upon Oral Instructions or signatures of the present Authorized Persons.

2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Subcustodian, shall be sufficiently given if addressed to the Subcustodian and received by it at its offices at 80 Broadway, New York, New York, 10286 Attention:_______________________________, or at such other place as the Subcustodian may from time to time designate in writing.

3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Custodian shall be sufficiently given if addressed to the Custodian and mailed or delivered to it at its office at P.O. Box 1713, Boston, Massachusetts 02105, Attention: (Fund Name, Number), Telex Number: 940956 St St BK2QNCY, or at such other place or telex number as the Custodian may from time to time designate in writing.

4. Each and every right granted to the Subcustodian and Custodian hereunder or under any other document delivered hereunder or in connection herewith, or allowed them by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of the Subcustodian or Custodian to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by the Subcustodian or Custodian of any right preclude any other or future exercise thereof or the exercise of any other right.

5. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected or impaired thereby, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances.

6. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties.

7. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other.

8. This Agreement shall be construed in accordance with the laws of the State of New York. The Custodian hereby consents to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder.

9. In performance hereunder, the Subcustodian is acting solely on behalf of the Custodian and no contractual or service relationship shall be deemed to be established hereby between the Subcustodian and any other person.

10. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective corporate officers, thereunto duly authorized and their respective corporate seals to be hereunto affixed, as of the day and year first above written.

ATTEST:                            STATE STREET BANK AND TRUST COMPANY


/s/ [ILLEGIBLE]                    By: /s/ [ILLEGIBLE]
------------------------------         -----------------------------------------
                                       Title: SENIOR VICE PRESIDENT


ATTEST:                            THE BANK OF NEW YORK


/s/ [ILLEGIBLE]                    By: /s/ [ILLEGIBLE]
------------------------------         -----------------------------------------
                                       Title: Vice President
                                              January 20, 1993

APPENDIX A
(AS REVISED OCTOBER 1, 2001)

AIM ADVISOR FUNDS

o AIM International Value Fund
o AIM Real Estate Fund

AIM EQUITY FUNDS

o AIM Aggressive Growth Fund
o AIM Blue Chip Fund
o AIM Capital Development Fund
o AIM Charter Fund
o AIM Constellation Fund
o AIM Dent Demographic Trends Fund
o AIM Emerging Growth Fund
o AIM Large Cap Basic Value Fund
o AIM Large Cap Growth Fund
o AIM Mid Cap Growth Fund
o AIM Weingarten Fund

AIM FUNDS GROUP

o AIM Balanced Fund
o AIM Basic Balanced Fund
o AIM European Small Company Fund
o AIM Global Utilities Fund
o AIM International Emerging Growth Fund
o AIM New Technology Fund
o AIM Select Equity Fund
o AIM Small Cap Equity Fund
o AIM Value Fund
o AIM Value II Fund
o AIM Worldwide Spectrum Fund

AIM INTERNATIONAL FUNDS, INC.

o AIM Asian Growth Fund
o AIM European Development Fund
o AIM Global Aggressive Growth Fund
o AIM Global Growth Fund
o AIM Global Income Fund
o AIM International Equity Fund

AIM INVESTMENT SECURITIES FUNDS

o AIM High Yield Fund
o AIM High Yield Fund II
o AIM Income Fund
o AIM Intermediate Government Fund

AIM SPECIAL OPPORTUNITIES FUNDS

o AIM Large Cap Opportunities Fund
o AIM Mid Cap Opportunities Fund
o AIM Small Cap Opportunities Fund

AIM SUMMIT FUND

AIM VARIABLE INSURANCE FUNDS

o AIM V.I. Aggressive Growth Fund
o AIM V.I. Balanced Fund
o AIM V.I. Basic Value Fund
o AIM V.I. Blue Chip Fund
o AIM V.I. Capital Appreciation Fund
o AIM V.I. Capital Development Fund
o AIM V.I. Dent Demographic Trends Fund
o AIM V.I. Diversified Income Fund
o AIM V.I. Global Utilities Fund
o AIM V.I. Government Securities Fund
o AIM V.I. Growth and Income Fund
o AIM V.I. Growth Fund
o AIM V.I. High Yield Fund
o AIM V.I. International Equity Fund
o AIM V.I. Mid Cap Equity Fund
o AIM V.I. New Technology Fund
o AIM V.I. Value Fund

AIM FLOATING RATE FUND

AIM GROWTH SERIES

o AIM Basic Value Fund
o AIM Euroland Growth Fund
o AIM Mid Cap Equity Fund
o AIM Small Cap Growth Fund

AIM INVESTMENT FUNDS

o AIM Developing Markets Fund
o AIM Global Financial Services Fund
o AIM Global Health Care Fund
o AIM Global Infrastructure Fund
o AIM Global Energy Fund
o AIM Global Telecommunications and Technology Fund
o AIM Strategic Income Fund

AIM SERIES TRUST

o AIM Global Trends Fund

EXHIBIT g(4)

FOREIGN ASSETS
DELEGATION AGREEMENT

This FOREIGN ASSETS DELEGATION AGREEMENT (the "Agreement") is made this 29th day of June, 2001 by and between A I M ADVISORS, INC., a Delaware corporation ("AIM") and each registered investment company (the "Investment Companies") and its respective portfolios as listed on Schedule A attached hereto (the "Funds"), as the same may be amended from time to time.

WITNESSETH:

WHEREAS, AIM has agreed to accept responsibility for the selection of foreign countries in which the Funds may invest; and

WHEREAS, AIM has agreed to accept responsibility for selecting eligible foreign securities depositories in such countries;

NOW THEREFORE, AIM hereby agrees as follows:

1. DEFINITIONS.

A. "ELIGIBLE FOREIGN SECURITIES DEPOSITORY" means a foreign Securities Depository that meets the eligibility requirements of Paragraph 5 hereof.

B. "FOREIGN ASSETS" means any of a Fund's investments (including foreign currencies) for which the primary market is outside the United States, currency contracts that are settled outside the United States, and such cash and cash equivalents as are reasonably necessary to effect the Fund's transactions in such investments.

C. "PREVAILING COUNTRY RISKS" means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country, including but not limited to, such country's political environment; economic and financial infrastructure (including any Eligible Foreign Securities Depositories operating in the country); prevailing or developing custody and settlement practices; laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country; and factors compromising "prevailing country risk", including the effects of foreign law on the safekeeping of Fund assets, the likelihood of expropriation, nationalization, freezing or confiscation of the Fund's assets and any reasonably foreseeable difficulties in repatriating the Fund's assets.

D. "PRIMARY CUSTODIAN" means State Street Bank and Trust Company.

E. "SECURITIES DEPOSITORY" means a system for the central handling of securities where all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by

bookkeeping entry without physical delivery of the securities. A Securities Depository includes an Eligible Foreign Securities Depository.

2. FOREIGN COUNTRY SELECTION. AIM shall select the foreign countries in which a Fund invests. AIM may determine that an issuer is located in a particular country based on various factors, including the following;
(i) the issuer is organized under the laws of and maintains a principal office in that country; (ii) the issuer derives 50% or more of its total revenues from business in that country; (iii) the primary market for the issuer's securities is in that country. In addition, in determining whether to maintain assets of Fund in a foreign country, AIM shall consider Prevailing Country Risks. AIM may rely on information provided by computerized information services, such as Bloomberg terminals, in making the foregoing determinations. AIM may also rely on information and opinions provided by the Foreign Custody Manager in making such determinations. AIM may add or delete foreign countries to or from the list of approved foreign countries from time to time, as determined by the AIM employees who are portfolio managers of the Funds.

3. ELIGIBLE FOREIGN SECURITIES DEPOSITORIES SELECTION. AIM shall select Eligible Foreign Securities Depositories for the placement and maintenance of Foreign Assets. AIM shall not make any such selection unless and until is has determined that a Fund's custody arrangements provide reasonable safeguards against the custody risks associated with maintaining assets with the Eligible Foreign Securities Depository, including:

A. Risk Analysis and Monitoring.

(1) The Fund and AIM have received from the Primary Custodian (or its agent) an analysis of the custody risks associated with maintaining assets with the Eligible Foreign Securities Depository; and

(2) The contract between the Fund and the Primary Custodian requires the Primary Custodian (or its agent) to monitor the custody risks associated with maintaining assets with the Eligible Foreign Securities Depository on a continuing basis, and promptly notify the Fund and AIM of any material change in these risks.

B. Exercise of Care. The contract between the Fund and the Primary Custodian states that the Primary Custodian will agree to exercise reasonable care, prudence, and diligence in performing the requirements of Paragraphs 3(A)(1) and (2) above, or adhere to a higher standard of care.

4. WITHDRAWAL FROM FOREIGN SECURITIES DEPOSITORY. If a custody arrangement with a foreign Securities Depository no longer meets the eligibility requirements set forth Paragraph 5 below, AIM shall withdraw the Fund's Foreign Assets from the Securities Depository as soon as reasonably practicable.

5. DETERMINATION OF ELIGIBILITY. AIM shall determine a foreign Securities Depository to be an Eligible Foreign Securities Depository if it:

A. Acts as or operates a system for the central handling of securities or equivalent book-entries in the country where it is incorporated, or a transnational system for the central handling of securities or equivalent book-entries;

B. Is regulated by a foreign financial regulatory authority as defined under section 2(a)(50) of the Investment Company Act of 1940, as amended (the 1940 Act);

C. Holds assets for the custodian that participates in the system on behalf of the Fund under safekeeping conditions no less favorable than the conditions that apply to other participants;

D. Maintains records that identify the assets of each participant and segregates the system's own assets from the assets of participants;

E. Provides periodic reports to its participants with respect to its safekeeping of assets, including notices of transfers to or from any participant's account; and

F. Is subject to periodic examination by regulatory authorities or independent accountants.

6. REPORTS AND OTHER INFORMATION.

A. QUARTERLY REPORTS. AIM will submit to the Boards of Directors/Trustees a quarterly report listing all newly approved countries and all countries in which a Fund invested for the first time during the preceding quarter. Such report shall include a revised Appendix 1 to the Foreign Custody and Country Selection Procedures, if applicable, listing the approved countries. AIM will submit to the Boards of Directors/Trustees a quarterly report indicating changes to Eligible Foreign Securities Depositories to the extent such report is not provided by the Primary Custodian.

B. OTHER REPORTS. AIM will notify the Boards of Directors/Trustees in writing of any material change in the Eligible Foreign Securities Depositories for a Fund that has not been reported by the Primary Custodian promptly after the occurrence of the material change.

7. SUPERSEDES PRIOR AGREEMENT. This Agreement supersedes and replaces the Foreign Country Selection and Mandatory Securities Depository Responsibilities Delegation Agreement dated September 9, 1998, as amended.

8. LIABILITY OF AIM AND THE FUNDS. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of AIM or any of its officers, directors or employees, AIM shall not be subject to liability to the Funds or to any shareholder of the Funds for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in connection with the responsibilities delegated hereunder. Any liability of AIM to one Fund shall not automatically impart liability on the part of AIM to any other Fund. No Fund shall be liable for the obligations of any other Fund.

9. DELEGATION TO SUB-ADVISORS. AIM may delegate its duties under this Agreement to the sub-advisors for certain Funds for which AIM serves as investment adviser. Such sub-advisors shall have the same obligations and shall be subject to the same standard of care as AIM is under this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers, as of the day and year first above written.

On behalf of itself and on behalf of its Funds listed on Schedule A hereto, as such Schedule may be amended from time to time:

AIM ADVISOR FUNDS
AIM EQUITY FUNDS
AIM FLOATING RATE FUND
AIM FUNDS GROUP
AIM GROWTH SERIES
AIM INTERNATIONAL FUNDS, INC.
AIM INVESTMENT FUNDS
AIM INVESTMENT SECURITIES FUNDS
AIM SERIES TRUST
AIM SPECIAL OPPORTUNITIES FUNDS
AIM SUMMIT FUND
AIM VARIABLE INSURANCE FUNDS
GLOBAL INVESTMENT PORTFOLIO

Attest: /s/ OFELIA M. MAYO                        By: /s/ ROBERT H. GRAHAM
       ---------------------------                    -------------------------
         Assistant Secretary                          Name: Robert H. Graham
                                                      Title: President

A I M ADVISORS, INC.

Attest: /s/ OFELIA M. MAYO                        By: /s/ ROBERT H. GRAHAM
       ---------------------------                    -------------------------
         Assistant Secretary                          Name: Robert H. Graham
                                                      Title: President

AIM ADVISOR FUNDS                          AIM INTERNATIONAL FUNDS, INC.           AIM SPECIAL OPPORTUNITIES FUNDS
AIM Advisor Flex Fund                      AIM Asian Growth Fund                   AIM Large Cap Opportunities
AIM Advisor International Value            AIM European Development                    Fund
    Fund                                       Fund                                AIM Mid Cap Opportunities Fund
AIM Advisor Real Estate Fund               AIM International Equity Fund           AIM Small Cap Opportunities
                                           AIM Global Aggressive Growth                Fund
AIM EQUITY FUNDS                               Fund
AIM Aggressive Growth Fund                 AIM Global Growth Fund                  AIM SUMMIT FUND
AIM Blue Chip Fund                         AIM Global Income Fund
AIM Capital Development Fund                                                       AIM VARIABLE INSURANCE FUNDS
AIM Charter Fund                           AIM INVESTMENT FUNDS                    AIM V.I. Aggressive Growth
AIM Constellation Fund                     AIM Developing Markets Fund                 Fund
AIM Dent Demographic Trends                AIM Global Consumer Products            AIM V.I. Balanced Fund
    Fund                                       and Services Fund                   AIM V.I. Blue Chip Fund
AIM Emerging Growth Fund                   AIM Global Financial Services           AIM V.I. Capital Appreciation
AIM Large Cap Basic Value Fund                 Fund                                    Fund
AIM Large Cap Growth Fund                  AIM Global Health Care Fund             AIM V.I. Capital Development
AIM Mid Cap Growth Fund                    AIM Global Infrastructure Fund              Fund
AIM Weingarten Fund                        AIM Global Resources Fund               AIM V.I. Dent Demographic
                                           AIM Global Telecommunications               Trends Fund
AIM FLOATING RATE FUND                         and Technology Fund                 AIM V.I. Diversified Income Fund
                                           AIM Latin American Growth Fund          AIM V.I. Global Utilities Fund
AIM FUNDS GROUP                            AIM Strategic Income Fund               AIM V.I. Government Securities
AIM Balanced Fund                                                                      Fund
AIM European Small Company                 AIM INVESTMENT SECURITIES FUNDS         AIM V.I. Growth Fund
    Fund                                   AIM High Yield Fund                     AIM V.I. Growth and Income
AIM Global Utilities Fund                  AIM High Yield Fund II                      Fund
AIM International Emerging Growth          AIM Income Fund                         AIM V.I. High Yield Fund
    Fund                                                                           AIM V.I. International Equity
AIM New Technology Fund                    AIM SERIES TRUST                            Fund
AIM Select Growth Fund                     AIM Global Trends Fund                  AIM V.I. New Technology Fund
AIM Small Cap Equity Fund                                                          AIM V.I. Value Fund
AIM Value Fund
AIM Value II Fund                                                                  GLOBAL INVESTMENT PORTFOLIO
AIM Worldwide Spectrum Fund                                                        Global Consumer Products and
                                                                                         Services Portfolio
AIM GROWTH SERIES                                                                  Global Resources Portfolio
AIM Basic Value Fund
AIM Euroland Growth Fund
AIM Japan Growth Fund
AIM Mid Cap Equity Fund
AIM Small Cap Growth Fund

EXHIBIT h(1)(g)

AMENDMENT NUMBER 6 TO THE TRANSFER AGENCY
AND SERVICE AGREEMENT

This Amendment, dated as of _________________, 2002 is made to the Transfer Agency and Service Agreement dated September 8, 1998, as amended (the "Agreement") between AIM Growth Series (the "Fund") and A I M Fund Services, Inc. ("AFS") pursuant to Article 10 of the Agreement.

The third "Whereas" clause in the recital is hereby deleted in its entirety and replaced with the following:

"Whereas, the Fund on behalf of the Retail Class and the Institutional Class of each of the portfolios thereof (the "Portfolios") desires to appoint the Transfer Agent as its transfer agent, and agent in connection with certain other activities, with respect to the Portfolios, and the Transfer Agent desires to accept such appointment;"

Section 1.01 is hereby deleted in its entirety and replaced with the following:

"1.01 Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as, its transfer agent for the authorized and issued shares of beneficial interest of the Fund representing interests in the Retail Class and the Institutional Class of each of the respective Portfolios ("Shares"), dividend disbursing agent, and agent in connection with any accumulation or similar plans provided to shareholders of each of the Portfolios (the "Shareholders"), including without limitation any periodic investment plan or periodic withdrawal program, as provided in the currently effective prospectus and statement of additional information (the "Prospectus") of the Fund on behalf of the Portfolios."

Section 2.01 is hereby deleted in its entirety and replaced with the following:

"2.01 For performance by the Transfer Agent pursuant to this Agreement, the Fund agrees on behalf of each of the Portfolios to pay the Transfer Agent fees as set out in the initial fee schedule attached hereto. Such fees and out-of-pocket expenses and advances identified under Section 2.02 below may be changed from time to time subject to mutual written agreement between the Fund and the Transfer Agent."

Paragraph 1 of the Fee Schedule is hereby deleted in its entirety and replaced with the following:

"1. For performance by the Transfer Agent pursuant to this Agreement, the Fund agrees on behalf of each of the Portfolios to pay the Transfer Agent an annualized fee for shareholder accounts that are open during any monthly period as set forth below, and an annualized fee of $ .70 per shareholder account that is closed during any monthly period. Both fees shall be billed by the Transfer Agent monthly in arrears on a prorated basis of 1/12 of the annualized fee for all such accounts.

                                              Per Account Fee
Fund Type                                       Annualized
---------                                     ---------------
Class A, B, C and Institutional
Non-Daily Accrual Funds                            $15.20

Class A, B, C and Institutional
Monthly Dividend and Daily Accrual Funds           16.20"

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect, except that Amendment Number 2 dated July 1, 1999 is hereby terminated.

AIM GROWTH SERIES

ATTEST:

A I M FUND SERVICES, INC.

ATTEST:

EXHIBIT h(3)(f)

AMENDMENT NO. 5
TO
MASTER ACCOUNTING SERVICES AGREEMENT
BETWEEN
AIM GROWTH SERIES
AND
A I M ADVISORS, INC.

The Master Accounting Services Agreement between AIM Growth Series, a Delaware business trust, and A I M Advisors, Inc., a Delaware corporation, (the "Agreement"), dated as of July 1, 1999, as amended, is hereby amended as follows:

Section 3 to the Agreement is hereby deleted in its entirety and replaced with the following:

"3. As full compensation for the services performed and the facilities furnished by or at the direction of AIM, the Portfolios shall pay AIM such fees as are determined in accordance with the methodologies established from time to time by the Trust's Board of Trustees. Such amounts shall be paid to AIM on a monthly basis."

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated: May 11, 2001

AIM GROWTH SERIES

Attest: /s/ RENEE A FRIEDLI              By: /s/ ROBERT H. GRAHAM
       -------------------------            ------------------------------------
          Assistant Secretary               President

 (SEAL)

                                         A I M ADVISORS, INC.


Attest: /s/ P. MICHELLE GRACE            By: /s/ ROBERT H. GRAHAM
       -------------------------            ------------------------------------
          Assistant Secretary               President

(SEAL)

EXHIBIT h(5)

MEMORANDUM OF AGREEMENT

This Memorandum of Agreement is entered into as of the date indicated on Exhibit "A" between AIM Growth Series (the "Trust"), on behalf of the funds listed on Exhibit "A" to this Memorandum of Agreement (the "Funds"), and A I M Distributors, 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 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 Rule 12b-1 distribution plan payments at the rates set forth on Exhibit "A" of the average daily net assets allocable to such class. Neither the Trust nor AIM may remove or amend the waivers to the Trust's detriment prior to the date set forth on Exhibit "A." AIM will not have any right to reimbursement of any amount so waived.

The Trust and AIM agree to review the then-current waivers for each class of each Fund listed on Exhibit "A" on a date prior to the date listed on that Exhibit to determine whether such waivers should be amended, continued or terminated. Unless the Trust, by vote of its Board of Trustees, or AIM terminates the waivers, or the Trust and AIM are unable to reach an agreement on the amount of the waivers to which the Trust and AIM desire to be bound, the waivers 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 Funds, 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 Funds, 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 Growth Series, on behalf of each Fund listed in Exhibit "A" to this Memorandum of Agreement

By: /s/ CAROL F. RELIHAN
   ----------------------------------------------

Title:  Vice President

A I M Distributors, Inc.

By: /s/ MICHAEL J. CEMO
   ----------------------------------------------

 Title: President

                                                                           EFFECTIVE         COMMITTED
          FUND                                 WAIVER                        DATE              UNTIL
          ----                                 ------                      ---------         ---------
AIM Small Cap Growth Fund       0.10% of Rule 12b-1 distribution plan     July 1, 2000     June 30, 2001
         Class A                   payments on average net assets

EXHIBIT h(6)

MEMORANDUM OF AGREEMENT

This Memorandum of Agreement is entered into as of this 1st day of July, 2001, between AIM Growth Series (the "Trust"), on behalf of the funds listed on Exhibit "A" to this Memorandum of Agreement (the "Funds"), 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 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 or reimburse expenses to the extent that the expenses (excluding interest, taxes, dividend expense on short sales, extraordinary items and increases in expenses due to expense offset arrangements, if any) of a class of a Fund exceed the rate set forth on Exhibit "A" of the average daily net assets allocable to such class. Neither the Trust nor AIM may remove or amend the expense limitations to the Trust's detriment prior to the date set forth on Exhibit "A." 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 expense limitations for each class of each Fund listed on Exhibit "A" on a date prior to the date listed on that Exhibit to determine whether such limitations should be amended, continued or terminated. Unless the Trust, by vote of its Board of Trustees, or AIM terminates the limitations, or the Trust and AIM are unable to reach an agreement on the amount of the limitations to which the Trust and AIM desire to be bound, the 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 Funds, 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 Funds, 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 Growth Series, on behalf of each Fund listed in Exhibit "A" to this Memorandum of Agreement

By: /s/ CAROL F. RELIHAN
   -----------------------------------------
Title:  Vice President

A I M Advisors, Inc.

By: /s/ ROBERT H. GRAHAM
   -----------------------------------------
Title:  President

FUND                                         EXPENSE LIMITATION         COMMITTED UNTIL
----                                         ------------------         ---------------
AIM Small Cap Growth Fund
              Class A                                1.75%               June 30, 2002
              Class B                                2.40%               June 30, 2002
              Class C                                2.40%               June 30, 2002

AIM Euroland Growth Fund
                Class A                              2.00%               June 30, 2002
              Class B                                2.65%               June 30, 2002
              Class C                                2.65%               June 30, 2002

AIM Japan Growth Fund
              Class A                                2.00%               June 30, 2002
              Class B                                2.65%               June 30, 2002
              Class C                                2.65%               June 30, 2002

AIM Mid Cap Equity Fund
              Class A                                1.75%               June 30, 2002
              Class B                                2.40%               June 30, 2002
              Class C                                2.40%               June 30, 2002

EXHIBIT h(7)

INTERFUND LOAN AGREEMENT

September 18, 2001

Interfund Loan Agreement (the "Agreement"), dated as of the date first written above, by and among AIM Advisor Funds ("AAF"); AIM Equity Funds ("AEF"); AIM Funds Group (AFG"); AIM Growth Series ("AGS"); AIM International Funds, Inc. ("AIFI"); AIM Investment Funds ("AIF"); AIM Investment Securities Funds ("AISF"); AIM Series Trust ("AST"); AIM Special Opportunities Funds ("ASOF"); AIM Summit Fund ("Summit"); AIM Tax-Exempt Funds ("ATEF"); AIM Variable Insurance Funds (AVIF"); Short-Term Investments Co. ("STIC"); Short-Term Investments Trust ("STIT"); and Tax-Free Investments Co. ("TFIC") (each, a "Fund" and collectively, the "Funds"), with respect to their series of shares shown on Annex A attached hereto (each, a "Portfolio" and collectively, the "Portfolios"), as the same may be amended from time to time, and A I M Advisors, Inc. (the "Advisor");

WHEREAS, each of the Funds is an open-end management company and each Portfolio is separately managed in accordance with its own investment objectives and restrictions;

WHEREAS, certain of the Portfolios listed on Annex A hereto, desire to borrow funds for temporary purposes to satisfy redemption requests or to cover Temporary Overdrafts (as defined below) (each such borrowing Portfolio is hereinafter referred to as a "Borrower");

WHEREAS, certain Portfolios are willing to lend funds to one or more Portfolios from time to time on the terms set forth below (each such lending Portfolio is hereinafter referred to as a "Lender");

NOW THEREFORE, the parties hereto agree as follows:

Section 1. Definitions. As used herein, the following terms shall have meanings assigned to them below:

"1940 Act" means the Investment company Act of 1940, as amended.

"Bank" has the meaning ascribed to that term in the 1940 Act and the rules and regulations thereunder.

"Bank Loan Rate" means the rate calculated by the Advisor according to a formula established by the Trustees intended to approximate the lowest interest rate at which bank short-term loans would be available to the Funds.

"Borrowing Instructions" has the meaning specified in Section 3.1.

"Business Day" means a day on which the New York Stock Exchange, Inc. is open for the purpose of transacting business.

"Cash Management Team" means the Advisor money market investment professionals (including the portfolio manager for LAP) and personnel of the Advisor fund accounting department who are responsible for administering the interfund credit facility.

"Credit Arrangements" means the credit arrangements that a Fund may have with respect to a Portfolio for borrowing for temporary or emergency purposes in connection with net redemptions of the Portfolios or to cover Temporary Overdrafts.

"Custodian" means the entity which acts as the Borrower's custodian for purposes of Section 17(f) of the 1940 Act.

"Interest Rate" means a daily interest rate that is the average of the Repo Rate and the Bank Loan Rate.

"LAP" means the Institutional Class of Liquid Asset Portfolio, a series of Short-Term Investments Co., or any successor thereto or, in the event such portfolio has terminated operations without its assets having been acquired by a successor, the general money market fund advised by the Advisor having the greatest amount of net assets or, in the event there is no such fund, the United States registered general money market fund advised by an entity controlling, controlled by or under common control with, the Advisor having the greatest amount of net assets.

"Lending Instructions" has the meaning specified in Section 3.1.1.

"Loan" has the meaning specified in Section 2.

"Loan Account" has the meaning specified in Section 3.5.

"Maximum Amount" has the meaning specified in Section 2.

"Money Market Funds" means AIM Money Market Fund, a portfolio of AISF; AIM Tax-Exempt Cash Fund, a portfolio of ATEF; AIM V. I. Money Market Fund, a portfolio of AVIF; Liquid Assets Portfolio and Prime Portfolio, portfolios of STIC; Treasury Portfolio, Government TaxAdvantage Portfolio and Government & Agency Portfolio, portfolios of STIT; Cash Reserve Portfolio, a portfolio of TFIC; and any future Portfolios that hold themselves out as money market funds.

"Obligations" means all of the obligations (whether direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising) of a Borrower to a Lender hereunder.

"Outstanding Secured Borrowing" means any loan advance made to a Portfolio either under this Agreement or under a Bank Credit Arrangement which is secured by assets of the Portfolio.

"Pledge Demand" has the meaning specified in Section 3.11.

"Prospectus" means with respect to each Borrower the prospectus required to be delivered by the Borrower to offerees of its securities pursuant to the Securities Act of 1933, as amended.

"Repo Rate" means the highest rate available to LAP from investments in overnight repurchase agreements.

"SEC" means the Securities and Exchange Commission.

"Secured Loan" has the meaning in Section 2(e).

"Statement of Additional Information" means with respect to each Borrower the Statement of Additional Information that must be provided by the Borrower to recipients of its Prospectus upon request pursuant to rules and regulations adopted by the SEC.

"Temporary Overdraft" means a temporary overdraft occurring when a sale of a security "fails" due to circumstances beyond the seller's control, such as a delay in the delivery of cash to the Fund's custodian or improper delivery instructions by the broker effecting the transaction.

"Trustees" means the Board of Directors or Trustees of a Fund.

"Unsecured Loan" means any Loan other than a Secured Loan.

Section 2. Lending Facility. Subject to the terms and conditions of this Agreement, each Lender may from time to time in its discretion loan its funds ("Loan") to any Borrower. Each Loan shall be made for a term of the lesser of (a) not less than one (1) and not more than seven (7) Business Days or (b) the maturity of any outstanding loan or advance to the Borrower under its Credit Arrangements. The maximum principal amount of all Loans outstanding with respect to any Borrower at any time shall not exceed the Maximum Amount the Borrower is permitted to borrow at such time under:

(a) applicable laws and regulations;

(b) the provisions of Section 5.2;

(c) agreements with federal, state, local or foreign governmental authorities or regulators applicable to the Borrower or limitations specified in the Order, all as amended and in effect from time to time;

(d) limitations on borrowing adopted by the Borrower in its Prospectus, Statement of Additional Information or elsewhere, as amended and in effect from time to time; and

(e) in the case of Loans for which the Borrower is required to provide collateral pursuant to Section 3.11 ("Secured Loans"), any limitations specified in the Security Agreement and limitations on the pledging of assets adopted by the Borrower in its Prospectus, Statement of Additional Information or elsewhere.

As used herein, the term "Maximum Account" means the maximum amount that the Borrower is permitted to borrow in accordance with the provisions of the preceding sentence.

Section 3. Loans.

Section 3.1. Procedural Requirements. All Loans shall be requested and funded in accordance with the procedures set forth herein and such other procedures as may be adopted from time to time by the Trustees of each Fund.

Section 3.1.1. Borrowing and Lending Instructions. The Portfolios, other than the Money Market Funds, shall provide the Cash Management Team with standing instructions as to their desire to act as a Borrower when and if such Portfolio has borrowing needs ("Borrowing Instructions") and/or as a Lender when such Portfolio has uninvested cash balances ("Lending Instructions"). The Money Market Funds shall provide daily Borrowing and/or Lending Instructions to the Cash Management Team as to the amount of cash, if any, any such Portfolio of such Fund desires to borrow or lend. The Portfolios may revoke or change Borrowing or Lending Instructions by notifying the Cash Management Team.

Section 3.1.2. Allocation Procedures. On each occasion that a Portfolio that has provided Borrowing Instructions to the Cash Management Team has borrowing needs, the Cash Management Team will seek to match the amount and term of the Portfolio's borrowing needs with the cash available from the Portfolios that have provided Lending Instructions in accordance with allocation and administrative procedures established by the Trustees.

No Loan may be allocated to a Lender with respect to a Portfolio unless the Interest Rate is higher than the Repo Rate and, if applicable, the yield on LAP, and lower than the Bank Loan Rate.

Section 3.1.3. Funding the Loans. If a Loan has been allocated to a Lender and Borrower pursuant to Section 3.1.2, and the Loan is otherwise in compliance with the requirements set forth in the Order, the Lender shall make such Loan to the Borrower. Each Loan made by the Lender to the Borrower shall be wired (or transferred if Borrower and Lender have the same Custodian) at the Borrower's expense in accordance with the wiring instructions for each Fund maintained by the Advisor, as in effect from time to time, to an account

maintained on the Borrower's behalf by its Custodian for the Portfolio in respect of which such Loan is made.

Section 3.1.4. Obligations Arising from Loan. Each Loan made by the Lender to the Borrower shall;

(a) obligate the Borrower to borrow the principal amount of the Loan at the Interest Rate applicable thereto for the term thereof solely for use by the Borrower;

(b) constitute a representation and warranty by the Borrower to the Lender that (i) the Loan requested thereby (A) is permitted under the Borrower's most recent Prospectus and Statement of Additional Information, (B) is in accordance with the requirements of any applicable SEC order of exemption applicable to the Borrower, (C) will not, when made, cause the aggregate indebtedness of the Borrower to exceed the Maximum Amount then in effect, and (D) will be used by the Borrower only in accordance with the provisions of
Section 3.7 hereof, and (ii) all of the representations and warranties of the Borrower contained in Section 4 hereof are true and correct as of the date of such Loan as though made on and as of such dates; and

(c) constitute a representation and warranty by the Lender to the Borrower that the Loan thereby (i) is permitted under the Lender's most recent Prospectus and Statement of Additional Information, and (ii) is in accordance with the requirements of the Order.

Section 3.2. Repayment of Loans. The principal amount of each Loan shall be repaid by the Borrower from the assets of the Borrower upon the earlier of (a) one Business Day after demand by the Lender or (b) the expiration of the term of such Loan.

Section 3.3. Interest. The outstanding principal amount of each Loan shall bear interest until maturity at the Interest Rate. Interest accrued on each Loan shall be paid by the Borrower upon the earlier of (a) demand, or (b) the maturity of such Loan. Amounts overdue hereunder (including, without limitation, overdue principal, and, to the extent permitted by law, overdue interest, fees, charges and expenses) shall bear interest until paid at a rate equal to the sum of (a) the Interest Rate applicable to such Loan prior to its maturity and (b) such additional amount not to exceed 2%, as may be determined by an independent arbitrator of disputes previously approved by the Trustees of both Borrower and Lender except that in the case of an Event of Default under
Section 6.2.2 such additional amount shall equal 2%.

Section 3.4. Prepayments. Loans may be prepaid without penalty prior to the date on which such Loan is due and payable.

Section 3.5. Loan Records Accounts. Promptly after a Loan has been made, the Cash Management Team shall note on its records for the Borrower and Lender, confirming (a) the principal amount of such Loan, (b) the Interest Rate applicable thereto and (c) the maturity thereof. The Cash Management Team will maintain a separate account on its books for each Lender and Borrower (a "Loan Account") on which will be recorded, in accordance with

the Advisor's customary accounting practice, (a) all Loans made by a Lender to a Borrower, (b) all payments of such Loans made to a Lender and (c) all other charges and expenses properly chargeable to the Borrower. The debit balance of each Portfolio's Loan Account shall reflect the amount of the Borrower's indebtedness from time to time to the Lenders hereunder. Any written statement maintained by the Cash Management Team regarding the Loan shall, in the absence of manifest error, constitute conclusive evidence of the indebtedness of the Borrower to the Lender as of the date of such statement, provided, however, that the failure of the Cash Management Team to make such statement shall not impair the validity or binding nature of the Borrower's Obligations with respect to such Loan.

Section 3.6. Computations. All computations hereunder shall be computed on the basis of the actual number of days elapsed and either (a) a 360-day year or (b) the actual number of days in the year, as determined by the Cash Management Team when it sets the Interest Rate.

Section 3.7. Use of Proceeds. The proceeds of each Loan made hereunder with respect to any Portfolio shall be used only by such Portfolio for temporary or emergency purposes in accordance with its Prospectus and Statement of Additional Information to satisfy redemption requests or to cover Temporary Overdrafts.

Section 3.8. Discretionary Facility. It is acknowledged and agreed by each Borrower that each Lender has no obligation to make any Loan hereunder unless it has issued Lending Instructions, and that the decision whether or not to issue Lending Instructions under this Agreement is within the sole and exclusive discretion of each Lender. It is acknowledged and agreed by each Lender that no Borrower is obligated to borrow money hereunder unless it has issued Borrowing Instructions.

Section 3.9. Termination of Participation in Interfund Credit Facility. Each Lender and each Borrower may terminate its participation in this Agreement at any time by written notice to the Cash Management Team.

Section 3.10. Recourse to Assets. Loans made to any Portfolio shall be repaid solely from the assets of such Portfolio, and a Lender shall have no right of recourse or offset against the assets of any other Portfolio with respect to such Loans or any default in respect thereto. Each Lender's liability under this Agreement with respect to a Loan shall be solely limited to the Lender's assets and each Borrower hereby waives any and all rights it may have against any other Portfolios with respect to such Loan or any default by Lender with respect thereto.

Section 3.11. Collateral Security for Loans. As a condition precedent to making any Loan to any Borrower or continuing any Loan made to any Borrower hereunder, (a) the Lender may require, by written notice to the Borrower or (b) the Lender shall require in the event that the Borrower's outstanding borrowings from all sources immediately after the Loan would exceed 10% of its total assets, or the Borrower has Outstanding Secured Borrowings, that the

Borrower pledge stock or other securities as collateral for such Loan ("Pledge Demand"). The minimum market value of the stock and other portfolio securities of the Borrower required to be pledged to the Lender hereunder with respect to any Secured Loan shall be determined by the Lender in its discretion but, in all cases, shall be not less than the 102% of the outstanding principal value of the loan. Each pledge of collateral required pursuant to this Section 3.11 shall be made in accordance with and subject to the terms and conditions set forth in a security agreement in form satisfactory to Borrower and Lender, and shall be effected (a) in the case of any pledge required as a condition precedent to making any Secured Loan hereunder, prior to making such Secured Loans, and (b) in the case of any pledge required as a condition precedent to continuing any Loan hereunder, within 24 hours after delivery to the Borrower of the Pledge Demand therefor or the occurrence of the conditions specified in (b) above.

Section 3.12. Confirmation. The obligations of the Borrower to repay the unpaid principal amount of the Loan made to it by the Lender and to pay interest thereon shall be evidenced by the Lender's records as well as by a confirmation of loan in the form of Exhibit I, confirming the principal amount, the Interest Rate and the maturity date of the Loan.

Section 4. Representations and Warranties.

Each Borrower represents and warrants to each Lender and each Lender represents and warrants to each Borrower on the date hereof, and as to any Borrower or Lender on the date of any borrowing, as follows:

(a) It is a Portfolio of a Fund that is duly organized and validly existing under the laws of its jurisdiction of organization and is qualified to do business in every other jurisdiction where lack of such qualification would have a material adverse effect on the business, assets or condition (financial or otherwise) of the Fund.

(b) The Fund is registered as an open-end management investment company under the 1940 Act.

(c) The execution, delivery and performance by the Fund of this Agreement on behalf of itself and its Portfolios are (i) within its power,
(ii) have been duly authorized by all necessary action, and (iii) will not (A) contribute to or result in a breach of or default under or conflict with any existing law, order, regulation or ruling of any governmental or regulatory agency or authority, any order, writ, injunction or ruling of any court or other tribunal, or any indenture, lease agreement, instrument or other undertaking to which the Fund is a party or by which it or its property or assets may be bound or affected, or (B) result in the imposition of any liens or encumbrances on any property or assets of the Fund or (C) require any additional approval or consent of, or filling with, shareholders of such Fund or any governmental or regulatory agency or authority bearing on the validity of any borrowing pursuant to this Agreement, or (D) violate any provision of the Fund's organizational documents or bylaws, or any amendment thereof or any provision of its most recent Prospectus or Statement of Additional Information.

(d) This Agreement is a legally valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles relating to or limiting the rights of creditors generally.

(e) No additional authorization, approval, or other action by, and no notice to or filing with, any shareholder of the Fund, creditor, or governmental or regulatory agency or authority is required for the due and valid execution, delivery and performance of this Agreement by the Fund or the exercise by the Fund of any rights and remedies under this Agreement.

Section 5. Covenants.

Section 5.1. Covenants in Effect Until Termination of Agreement. Until all of the obligations have been performed in full and its participation in the Lending Facility has been terminated as provided herein, each Borrower covenants as follows:

(a) At any time and from time to time, it will, at its own expense, promptly execute and deliver or file all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Lender may request, in order to perfect, protect, validate or preserve any security interest granted, or pledged to the Lender pursuant to Section 3.11 or to enable the Lender to exercise and enforce its rights and remedies thereunder with respect thereto.

(b) It will file all federal and other tax returns, reports and declarations required by all relevant jurisdictions on or before the due dates for such returns, reports and declarations and will pay all taxes and other governmental assessments and charges as and when they become due.

(c) It will comply with all of its investment policies and restrictions and all applicable laws, regulations and governmental or regulatory directives.

(d) It will promptly notify the Lender of any material change in its agreements with governmental authorities or regulators or its investment policies or restrictions.

(e) It will make available to the Lender upon request from time to time the most recent reports required by Section 30(d) of the 1940 Act.

(f) Upon request from the Lender from time to time, it will furnish to the Lender at reasonable times and intervals any information with respect to its financial standing and history or its property or business or prospects.

(g) Within 60 days after the date of this Agreement or such earlier time as may be necessary to comply with Section 3.11, the Borrower shall deliver an agreement, in a form satisfactory to each Lender duly executed by the Borrower and its Custodian, that establishes procedures for the making, maintaining and releasing each pledge of securities required by Section 3.11.

Section 5.2. Covenants in Effect While Loans are Outstanding. Each Borrower covenants that, so long as any principal of or interest on any Loan made to it is outstanding:

(a) It will not, as long as any Unsecured Loan is outstanding hereunder, create or permit to exist any encumbrance in favor of any person or entity other than the Lender upon any of the assets of the Borrower other than encumbrances created in connection with portfolio investments of the Borrower to the extent permitted by the provisions of its Prospectus and Statement of Additional Information applicable to such Portfolio (and not for the primary purpose of borrowing money) such as: (i) margin amounts on futures contracts and options on futures contracts, (ii) segregated assets to cover a call or to secure a put, or to cover short sales against the box or open positions under currency forward contracts, (iii) obligations to resell securities in connection with the purchase of such securities under repurchase agreements, and (iv) obligations to redeliver cash or securities in connection with pledges of such cash or securities in favor of the Borrower under securities lending agreements and master note agreements.

(b) It will not take out any Loan that (1) immediately after such loan would cause the total of such Portfolio's loans to exceed 33-1/3% of the Borrower's total assets (or such lesser percentage as provided in a Borrower's Prospectus and Statement of Additional Information), or (2) would cause such Portfolio's total loans to exceed 10% of such Portfolio's total assets unless any Loan hereunder is secured in accordance with Section 3.11.

(c) Unless the Fund has a policy that prevents it from borrowing for other than temporary or emergency purposes (and not for leveraging), it will not, as long as any Loan made with respect to the Portfolio is outstanding, allow the total amount of such Portfolio's Loans, as measured on the day when the most recent Loan was made, to exceed the greater of 125% of such Portfolio's total net cash redemptions and 102% of Temporary Overdrafts for the preceding seven (7) calendar days.

(d) It will notify Lender if it draws on its Credit Arrangements, borrows from other Lenders under the Agreement, or borrows from other parties.

(e) It will notify the Lender promptly of (i) any material change in its method of business, Prospectus or Statement of Additional Information, and (ii) the occurrence of any event which would make any of the representations and warranties contained herein, or in any document, instrument or certificate delivered in connection herewith, untrue or inaccurate in any material respect.

Section 6. Default.

Section 6.1. Events of Default. The occurrence of any one or more of the following events ("Events of Default") shall constitute an immediate Event of Default with respect to the Borrower (it being understood that an Event of Default with respect to one Borrower shall not constitute an Event of Default of any other Borrower):

(a) The Borrower shall fail to pay principal of, or interest on, any Loan as and when due, or the Borrower shall fail to perform any of its other Obligations; or

(b) There shall be a default by the Borrower under any Credit Arrangement, whether such Credit Arrangement now exists or shall hereafter be created, which default extends beyond any period of grace provided with respect thereto and which default relates to (i) the obligations to pay the principal of or interest on any such indebtedness under the Credit Arrangement or (ii) an obligation other than the obligation to pay the principal of or interest on any such indebtedness and the effect of such default is to cause, or to permit the lender under the Credit Arrangement to cause, with the giving of notice if required, such indebtedness to become due prior to its stated maturity.

(c) Any representation or warranty made by the Borrower in
Section 4, or in connection with any Loan made to or pledge of pledged collateral made by the Borrower, shall prove to have been incorrect in any material respect when made; or

(d) The Borrower shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any governmental or public authority shall take over possession or control of a substantial part or the Borrower's business; or any of the Borrower's property shall become subject to attachment or other involuntary lien or levy; or any action or proceeding shall be commenced by the Borrower seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, seeking the entry of an order for relief or the appointment of a receiver, trustee, of similar official for it or for any substantial part of its property, or any such proceeding is commenced against it which results in the entry of an order for such relief or such proceeding is not dismissed or stayed for a period of 60 days following such commencement.

Section 6.2. Remedies.

Section 6.2.1. Arbitration. In the event an Event of Default has occurred and not been cured within two Business Days from the Loan's maturity or from the time the Lender makes a demand for payment (and none of the Events of Default specified in Section 6.1(b) or (d) has occurred), the Lender and the Borrower agree that such matter shall be submitted for binding arbitration to an independent arbitrator selected by the Trustees of the Lender and

Borrower. Such arbitrator's decision shall be binding and conclusive between the Lender and the Borrower. Such arbitrator shall submit a written report of any dispute to the Trustees.

6.2.2. Other Rights and Remedies. If an Event of Default has occurred and has not been resolved pursuant to Section 6.2.1 or an Event of Default specified in Section 6.1 (b) or (d) has occurred, then the Lender shall be entitled to exercise any and all rights and remedies available to it at law or in equity, including without limitation any rights and remedies that may be available to it under the security agreement referred to in Section 3.11 with respect to the affected Borrower and the Borrower shall pay to the Lender all reasonable expenses and disbursements incurred by the Lender in connection with the enforcement of its rights and remedies under this Agreement including the reasonable fees and out-of-pocket expenses of counsel for the Lender with respect thereto.

Section 7. Notice. Except as otherwise expressly provided herein, all notices hereunder to any party shall be in writing and shall be delivered by hand, mailed by United States registered or certified first-class mail, postage prepaid or sent by telegraph, telex or telecopy, addressed to such party to the attention of the person specified in the following sentence at the address set forth for such party in Annex B hereto, or to such other person or address as such party may designate to the other party hereto by notice delivered in accordance with this Section 7. All notices to the Borrower shall be addressed to the Treasurer of the Borrower and all notices from the Borrower to the Lender shall be addressed to the Treasurer of the Lender.

Section 8. Amendments. Neither this Agreement nor any provision hereof may be amended in any respect except by a statement in writing executed by the parties hereto.

Section 9. Assignment. All of the terms of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns; provided, that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Lender.

Section 10. Section Heading. The descriptive section headings in this Agreement have been inserted for convenience of reference only and shall not be deemed to limit or otherwise affect the construction of any provision hereof.

Section 11. Counterparts. This Agreement and the documents contemplated hereby may be executed simultaneously in any number of counterparts each of which when so executed and delivered shall be an original; but all of which shall together constitute but one and the same document.

Section 12. Separability. If any of the provisions of this Agreement or any instrument delivered hereunder or the application thereof to any party hereto or to any person or circumstances is held invalid, the remainder of this Agreement or such instrument and the

application thereof to any party hereto or to any other person or circumstances shall not be affected thereby.

Section 13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

Section 14. Entire Agreement. This Agreement and the other documents contemplated hereby and executed in connection herewith express the entire understanding of the parties with respect to the transactions contemplated hereby.

Section 15. Limitation of Liability of Trustees. This instrument is executed on behalf of the Trustees of the Funds that are Delaware business trusts as trustees and not individually and the obligations of this instrument are not binding upon any of the trustees or shareholders individually but are binding only upon the assets and property of the Fund in accordance with Section 3.10.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as an instrument under seal by its duly authorized officer as of the date first written above.

On behalf of itself and on behalf of its Portfolios listed on Annex A hereto, as such Annex may be amended from time to time:

AIM ADVISOR FUNDS
AIM EQUITY FUNDS
AIM FUNDS GROUP
AIM GROWTH SERIES
AIM INTERNATIONAL FUNDS, INC.
AIM INVESTMENT FUNDS
AIM INVESTMENT SECURITIES FUNDS
AIM SERIES TRUST
AIM SPECIAL OPPORTUNITIES FUNDS
AIM SUMMIT FUND
AIM TAX-EXEMPT FUNDS
AIM VARIABLE INSURANCE FUNDS
SHORT-TERM INVESTMENTS CO.
SHORT-TERM INVESTMENTS TRUST
TAX-FREE INVESTMENTS CO.

By: /s/ CAROL F. RELIHAN
   ------------------------------------
         Name:
         Title:

Accepted and Agreed to with respect to the specific obligations imposed on the undersigned by Sections 3.1.1, 3.1.2, 3.1.3, 3.5 and 3.6.

A I M ADVISORS, INC.

By: /s/ CAROL F. RELIHAN
   ------------------------------------
Name:
Title:

      Fund                                      Portfolio
      ----                                      ---------

AIM ADVISOR FUNDS

                                       AIM International Value Fund
                                       AIM Real Estate Fund

AIM EQUITY FUNDS
                                       AIM Aggressive Growth Fund
                                       AIM Basic Balanced Fund
                                       AIM Blue Chip Fund
                                       AIM Capital Development Fund
                                       AIM Charter Fund
                                       AIM Constellation Fund
                                       AIM Dent Demographic Trends Fund
                                       AIM Emerging Growth Fund
                                       AIM Large Cap Basic Value Fund
                                       AIM Large Cap Growth Fund
                                       AIM Mid Cap Growth Fund
                                       AIM Weingarten Fund

AIM FUNDS GROUP
                                       AIM Balanced Fund
                                       AIM Basic Balanced Fund
                                       AIM European Small Company Fund
                                       AIM Global Utilities Fund
                                       AIM International Emerging Growth Fund
                                       AIM New Technology Fund
                                       AIM Select Equity Fund
                                       AIM Small Cap Equity Fund
                                       AIM Value Fund
                                       AIM Value II Fund
                                       AIM Worldwide Spectrum Fund

AIM GROWTH SERIES
                                       AIM Basic Value Fund
                                       AIM Euroland Growth Fund
                                       AIM Mid Cap Equity Fund
                                       AIM Small Cap Growth Fund

AIM INTERNATIONAL FUNDS, INC.

AIM Asian Growth Fund
AIM European Development Fund
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM Global Income Fund
AIM International Equity Fund

AIM INVESTMENT FUNDS

AIM Developing Markets Fund
AIM Global Financial Services Fund
AIM Global Health Care Fund
AIM Global Infrastructure Fund
AIM Global Energy Fund
AIM Global Telecommunications and
Technology Fund
AIM Strategic Income Fund

AIM INVESTMENT SECURITIES
FUNDS

AIM High Yield Fund
AIM High Yield Fund II
AIM Income Fund
AIM Intermediate Government Fund
AIM Limited Maturity Treasury Fund
AIM Money Market Fund
AIM Municipal Bond Fund

AIM SERIES TRUST

AIM Global Trends Fund

AIM SPECIAL OPPORTUNITIES
FUNDS

AIM Large Cap Opportunities Fund
AIM Mid Cap Opportunities Fund
AIM Small Cap Opportunities Fund

AIM Summit Fund
AIM Summit Fund

AIM TAX-EXEMPT FUNDS

AIM High Income Municipal Fund
AIM Tax-Exempt Cash Fund
AIM Tax-Free Intermediate Fund

AIM VARIABLE INSURANCE
FUNDS

AIM V.I. Aggressive Growth Fund
AIM V.I. Balanced Fund
AIM V.I. Basic Value Fund
AIM V.I. Blue Chip Fund
AIM V.I. Capital Appreciation Fund
AIM V.I. Capital Development Fund
AIM V.I. Dent Demographic Trends Fund
AIM V.I. Diversified Income Fund
AIM V.I. Global Utilities Fund
AIM V.I. Government Securities Fund
AIM V.I. Growth and Income Fund
AIM V.I. Growth Fund
AIM V.I. High Yield Fund
AIM V.I. International Equity Fund
AIM V.I. Mid Cap Equity Fund
AIM V.I. Money Market Fund
AIM V.I. New Technology Fund
AIM V.I. Value Fund

SHORT-TERM INVESTMENTS CO.

Liquid Assets Portfolio
Prime Portfolio

SHORT-TERM INVESTMENTS TRUST

Government & Agency Portfolio
Treasury Portfolio
Government TaxAdvantage Portfolio

TAX-FREE INVESTMENTS CO.

Cash Reserve Portfolio

ANNEX B

NOTICES

Notices to the Portfolios shall be delivered to the following address:

[name of Portfolio], [name of Fund]
11 Greenway Plaza, Suite 100
Houston, Texas 77046-1173
Attention: Treasurer

Notices to A I M Advisors, Inc. shall be delivered to the following address:

A I M Advisors, Inc.
11 Greenway Plaza, Suite 100
Houston, Texas 77046-1173
Attention: President

with a copy to:

A I M Advisors, Inc.
11 Greenway Plaza, Suite 100
Houston, Texas 77046-1173
Attention: General Counsel

EXHIBIT I

INTERFUND LOAN CONFIRMATION

[Name of Lending Portfolio], a portfolio of [Name of Fund] confirms that pursuant to the Interfund Loan Agreement by and among AIM Advisor Funds, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Funds, Inc, AIM Investment Funds, AIM Investment Securities Funds, AIM Series Trust, AIM Special Opportunities Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Variable Insurance Funds, Short-Term Investments Co., Short-Term Investments Trust, Tax-Free Investments Co. and A I M Advisors, Inc. dated ______________, 2001, it has today loaned to [name of Borrowing Portfolio], a portfolio of [name of Fund], $________________, which loan shall mature on __________, 2001 and shall bear interest on the principal balance payable on ____________at a rate equal to ______________ per annum.

Date_____________________

[Name of Fund of which Lending Portfolio is a portfolio]

By:______________________

[Name of Fund of which Borrowing Portfolio is a portfolio]

By:______________________

EXHIBIT i

[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]

December 21, 2001

AIM Growth Series
11 Greenway Plaza, Suite 100
Houston, TX 77046-1173

Re: AIM Growth Series
Registration Statement on Form N-1A

Gentlemen:

We have acted as counsel to AIM Growth Series, a business trust organized under the laws of the State of Delaware (the "Trust") and registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end, series management investment company.

This opinion is given in connection with the filing by the Trust of Post-Effective Amendment No. 50 to the Registration Statement on Form N-1A under the Securities Act of 1933, as amended, and Amendment No. 46 to such Registration Statement under the 1940 Act (collectively, the "Registration Statement") relating to the registration of an indefinite number of Institutional Class shares of beneficial interest, par value $.01 per share (the "Shares"), of each of AIM Basic Value Fund, AIM Mid Cap Equity Fund and AIM Small Cap Growth Fund (each a "Fund" and, collectively, the "Funds").

In connection with our giving this opinion, we have examined copies of the Trust's Certificate of Trust, Agreement and Declaration of Trust, as amended (the "Trust Agreement"), and resolutions of the Board of Trustees adopted December 11, 2001, and originals or copies, certified or otherwise identified to our satisfaction, of such other documents, records and other instruments as we have deemed necessary or advisable for purposes of this opinion. We have also examined the prospectuses for the Funds, which are included in the Registration Statement, substantially in the form in which they are to become effective (the "Prospectuses"). As to various questions of fact material to our opinion, we have relied upon information provided by officers of the Trust.

AIM Growth Series
December 21, 2001

Based on the foregoing, we are of the opinion that the Shares to be offered for sale pursuant to the Prospectuses are duly authorized and, when sold, issued and paid for as described in the Prospectuses, will be legally issued, fully paid and nonassessable.

We express no opinion concerning the laws of any jurisdiction other than the federal law of the United States of America and the Delaware Business Trust Act.

Both the Delaware Business Trust Act and the Trust Agreement provide that shareholders of the Trust shall be entitled to the same limitation on personal liability as is extended under the Delaware General Corporation Law to stockholders of private corporations for profit. There is a remote possibility, however, that, under certain circumstances, shareholders of a Delaware business trust may be held personally liable for that trust's obligations to the extent that the courts of another state which does not recognize such limited liability were to apply the laws of such state to a controversy involving such obligations. The Trust Agreement also provides for indemnification out of property of a Fund for all loss and expense of any shareholder held personally liable for the obligations of that Fund. Therefore, the risk of any shareholder incurring financial loss beyond his investment due to shareholder liability is limited to circumstances in which a Fund is unable to meet its obligations and the express limitation of shareholder liabilities is determined not to be effective.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name and to the reference to our firm under the caption "Other Service Providers - Counsel to the Trust" in the Statement of Additional Information for the Institutional Classes of the Funds, which is included in the Registration Statement.

Very truly yours,

/s/ BALLARD SPAHR ANDREWS & INGERSOLL, LLP

EXHIBIT j

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form N-1A of our reports dated February 19, 2001, relating to the financial statements and financial highlights of the AIM Basic Value Fund, the AIM Mid Cap Equity Fund, and the AIM Small Cap Growth Fund (three of the funds constituting the AIM Growth Series), which appear in such Registration Statement. We also consent to the references to us under the headings "Financial Highlights" and "Other Service Providers" in such Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP


Houston, Texas
December 27, 2001

EXHIBIT n

MULTIPLE CLASS PLAN
OF
THE AIM FAMILY OF FUNDS--Registered Trademark--
(Effective December 12, 2001)

1. This Multiple Class Plan (the "Plan") adopted in accordance with Rule 18f-3 under the Act shall govern the terms and conditions under which the Funds may issue separate Classes of Shares representing interests in one or more Portfolios of each Fund.

2. Definitions. As used herein, the terms set forth below shall have the meanings ascribed to them below.

(a) Act - Investment Company Act of 1940, as amended.

(b) AIM Cash Reserve Shares - shall mean the AIM Cash Reserve Shares Class of AIM Money Market Fund, a Portfolio of AIM Investment Securities Funds.

(c) CDSC - contingent deferred sales charge.

(d) CDSC Period - the period of years following acquisition of Shares during which such Shares may be assessed a CDSC upon redemption.

(e) Class - a class of Shares of a Fund representing an interest in a Portfolio.

(f) Class A Shares - shall mean those Shares designated as Class A Shares in the Fund's organizing documents.

(g) Class B Shares - shall mean those Shares designated as Class B Shares in the Fund's organizing documents.

(h) Class C Shares - shall mean those Shares designated as Class C Shares in the Fund's organizing documents.

(i) Directors - the directors or trustees of a Fund.

(j) Distribution Expenses - expenses incurred in activities which are primarily intended to result in the distribution and sale of Shares as defined in a Plan of Distribution and/or agreements relating thereto.

(k) Distribution Fee - a fee paid by a Fund to the Distributor to compensate the Distributor for Distribution Expenses.

(l) Distributor - A I M Distributors, Inc. or Fund Management Company, as applicable.

(m) Fund - those investment companies advised by A I M Advisors, Inc. which have adopted this Plan.

(n) Institutional Shares - shall mean Shares of a Fund representing an interest in a Portfolio offered for sale to institutional customers as may be approved by the Directors from time to time and as set forth in the Fund's Prospectus.

(o) Plan of Distribution - any plan adopted under Rule 12b-1 under the Act with respect to payment of a Distribution Fee and/or Service Fee.

(p) Portfolio - a series of the Shares of a Fund constituting a separate investment portfolio of the Fund.

(q) Prospectus - the then currently effective prospectus and statement of additional information of a Portfolio.

(r) Service Fee - a fee paid to financial intermediaries for the ongoing provision of personal services to Fund shareholders and/or the maintenance of shareholder accounts.

(s) Share - a share of common stock or beneficial interest in a Fund, as applicable.

3. Allocation of Income and Expenses.

(a) Distribution Fees and Service Fees - Each Class shall bear directly any and all Distribution Fees and/or Service Fees payable by such Class pursuant to a Plan of Distribution adopted by the Fund with respect to such Class.

(b) Allocation of Other Expenses - Each Class shall bear proportionately all other expenses incurred by a Portfolio based on the relative net assets attributable to each such Class.

(c) Allocation of Income, Gains and Losses - Except to the extent provided in the following sentence, each Portfolio will allocate income and realized and unrealized capital gains and losses to a Class based on the relative net assets of each Class. Notwithstanding the foregoing, each Portfolio that declares dividends on a daily basis will allocate income on the basis of settled shares.

(d) Waiver and Reimbursement of Expenses - A Portfolio's adviser, underwriter or any other provider of services to the Portfolio may waive or reimburse the expenses of a particular Class or Classes.

4. Distribution and Servicing Arrangements. The distribution and servicing arrangements identified below will apply for the following Classes offered by a Fund with respect to a Portfolio. The provisions of the Fund's Prospectus describing the distribution and servicing arrangements in detail are incorporated herein by this reference.

(a) Class A Shares. Class A Shares shall be offered at net asset value plus a front-end sales charge as approved from time to time by the Directors and set forth in the Fund's Prospectus, which sales charge may be reduced or eliminated for certain money market fund shares, for larger purchases, under a combined purchase privilege, under a right of accumulation, under a letter of intent or for certain categories of purchasers as permitted by Section 22(d) of the Act and as set forth in the Fund's Prospectus. Class A Shares that are not subject to a

front-end sales charge as a result of the foregoing shall be subject to a CDSC for the CDSC Period set forth in Section 5(a) of this Plan if so provided in the Fund's Prospectus. The offering price of Shares subject to a front-end sales charge shall be computed in accordance with Rule 22c-1 and Section 22(d) of the Act and the rules and regulations thereunder. Class A Shares shall be subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Directors and set forth in the Fund's Prospectus.

(b) Class B Shares. Class B Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section 5(b), (iii) subject to ongoing Service Fees and Distribution Fees approved from time to time by the Directors and set forth in the Fund's Prospectus, and (iv) converted to Class A Shares eight years from the end of the calendar month in which the shareholder's order to purchase was accepted, as set forth in the Fund's Prospectus.

Class B Shares of AIM Global Trends Funds acquired prior to June 1, 1998 which are continuously held in AIM Global Trends Fund shall convert to Class A Shares seven years from the end of the calendar month in which the shareholder's order to purchase was accepted, as set forth in the Fund's Prospectus.

Class B Shares of AIM Money Market Fund will convert to AIM Cash Reserve Shares of AIM Money Market Fund.

(c) Class C Shares. Class C Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section 5(c), and (iii) subject to ongoing Service Fees and Distribution Fees approved from time to time by the Directors and set forth in the Fund's Prospectus.

(d) Institutional Shares. Institutional Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of institutional customers as approved from time to time by the Directors and as set forth in the Fund's prospectus and (iii) may be subject to ongoing Service Fees and/or Distribution Fees as approved from time to time by the Directors and set forth in the Fund's Prospectus.

(e) AIM Cash Reserve Shares. AIM Cash Reserve Shares shall be (i) offered at net asset value and (ii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Directors and set forth in the Fund's Prospectus. AIM Cash Reserve Shares acquired through exchange of Class A Shares of another Portfolio may be subject to a CDSC for the CDSC Period set forth in Section 5(a) of this Plan if so provided in the Fund's Prospectus.

5. CDSC. A CDSC shall be imposed upon redemptions of Class A Shares that do not incur a front-end sales charge and of Class B Shares and Class C Shares as follows:

(a) Class A Shares. The CDSC Period for Class A Shares shall be the period set forth in the Fund's Prospectus. The CDSC rate shall be as set forth in the Fund's prospectus, the relevant portions of which are incorporated herein by this reference. No CDSC shall be imposed on Class A Shares unless so provided in a Fund's Prospectus.

(b) Class B Shares. The CDSC Period for the Class B Shares shall be six years. The CDSC rate for the Class B Shares shall be as set forth in the Fund's Prospectus, the relevant portions of which are incorporated herein by this reference.

(c) Class C Shares. The CDSC Period for the Class C Shares shall be one year. The CDSC rate for the Class C Shares shall be as set forth in the Fund's Prospectus, the relevant portions of which are incorporated herein by reference.

(d) Method of Calculation. The CDSC shall be assessed on an amount equal to the lesser of the then current market value or the cost of the Shares being redeemed. No CDSC shall be imposed on increases in the net asset value of the Shares being redeemed above the initial purchase price. No CDSC shall be assessed on Shares derived from reinvestment of dividends or capital gains distributions. The order in which Shares are to be redeemed when not all of such Shares would be subject to a CDSC shall be determined by the Distributor in accordance with the provisions of Rule 6c-10 under the Act.

(e) Waiver. The Distributor may in its discretion waive a CDSC otherwise due upon the redemption of Shares on terms disclosed in the Fund's Prospectus and, for the Class A Shares and AIM Cash Reserve Shares, as allowed under Rule 6c-10 under the Act.

6. Exchange Privileges. Exchanges of Shares shall be permitted between Funds as follows:

(a) Class A Shares may be exchanged for Class A Shares of such other Portfolios as are disclosed in the Fund's Prospectus, subject to such terms and limitations disclosed in the Fund's Prospectus.

(b) Class B Shares may be exchanged for Class B Shares of such other Portfolios as are disclosed in the Fund's Prospectus, subject to such terms and limitations disclosed in the Fund's Prospectus.

(c) Class C Shares may be exchanged for Class C Shares of such other Portfolios as are disclosed in the Fund's Prospectus, subject to such terms and limitations disclosed in the Fund's Prospectus.

(d) AIM Cash Reserve Shares may be exchanged for Class A Shares, Class B Shares or Class C Shares of such other Portfolios as are disclosed in the Fund's Prospectus, subject to such terms and limitations disclosed in the Fund's Prospectus.

(e) Depending upon the Portfolio from which and into which an exchange is being made and when the shares were purchased, shares being acquired in an exchange may be acquired at their offering price, at their net asset value or by paying the difference in sales charges, as disclosed in the Fund's Prospectus.

(f) CDSC Computation. The CDSC payable upon redemption of Class A Shares, Class B Shares, Class C Shares and AIM Cash Reserve Shares subject to a CDSC shall be computed in the manner described in the Fund's Prospectus.

7. Service Fees and Distribution Fees. The Service Fee and Distribution Fee applicable to any Class shall be those set forth in the Fund's Prospectus, relevant portions of which are incorporated herein by this reference. All other terms and conditions with respect to Service Fees and Distribution Fees shall be governed by the Plan of Distribution adopted by the Fund with respect to such fees and Rule 12b-1 of the Act.

8. Conversion of Class B Shares.

(a) Shares Received upon Reinvestment of Dividends and Distributions - Shares purchased through the reinvestment of dividends and distributions paid on Shares subject to conversion shall be treated as if held in a separate sub-account. Each time any Shares in a Shareholder's account (other than Shares held in the sub-account) convert to Class A Shares, a proportionate number of Shares held in the sub-account shall also convert to Class A Shares.

(b) Conversions on Basis of Relative Net Asset Value - All conversions shall be effected on the basis of the relative net asset values of the two Classes without the imposition of any sales load or other charge.

(c) Amendments to Plan of Distribution for Class A Shares - If any amendment is proposed to the Plan of Distribution under which Service Fees and Distribution Fees are paid with respect to Class A Shares of a Fund that would increase materially the amount to be borne by those Class A Shares, then no Class B Shares shall convert into Class A Shares of that Fund until the holders of Class B Shares of that Fund have also approved the proposed amendment. If the holders of such Class B Shares do not approve the proposed amendment, the Directors of the Fund and the Distributor shall take such action as is necessary to ensure that the Class voting against the amendment shall convert into another Class identical in all material respects to Class A Shares of the Fund as constituted prior to the amendment.

9. Effective Date. This Plan shall not take effect until a majority of the Directors of a Fund, including a majority of the Directors who are not interested persons of the Fund, shall find that the Plan, as proposed and including the expense allocations, is in the best interests of each Class individually and the Fund as a whole.

10. Amendments. This Plan may not be amended to materially change the provisions of this Plan unless such amendment is approved in the manner specified in Section 9 above.