AMENDMENT NO. 2
                             TO AMENDED AND RESTATED
                      AGREEMENT AND DECLARATION OF TRUST OF
                         AIM INTERNATIONAL MUTUAL FUNDS

            This Amendment No. 2 to the Amended and Restated Agreement and
Declaration of Trust of AIM International Mutual Funds (this "Amendment")
amends, effective as of October 15, 2004, the Amended and Restated Agreement and
Declaration of Trust of AIM International Mutual Funds (the "Trust") dated as of
June 11, 2003, as amended (the "Agreement").

            Under Section 9.7 of the Agreement, this Amendment may be executed
by a duly authorized officer of the Trust.

            WHEREAS, the parties desire to amend the Agreement to change the
name of INVESCO International Core Equity Fund to AIM International Core Equity
Fund;

            NOW, THEREFORE, the Agreement is hereby amended as follows:

      1. Schedule A of the Agreement is hereby amended and restated to read in
its entirety as set forth on Exhibit 1 to this Amendment.

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

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

      IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Trust, has executed this Amendment as of September 30, 2004.

                                          By: /S/ Robert H. Graham
                                              --------------------------------
                                          Name: Robert H. Graham
                                          Title: President



                          EXHIBIT 1 TO AMENDMENT NO. 2
                                       TO
                              AMENDED AND RESTATED
                       AGREEMENT AND DECLARATION OF TRUST
                        OF AIM INTERNATIONAL MUTUAL FUNDS

                                   "SCHEDULE A

                         AIM INTERNATIONAL MUTUAL FUNDS
                         PORTFOLIOS AND CLASSES THEREOF



PORTFOLIO                                 CLASSES OF EACH PORTFOLIO
---------                                 -------------------------
                                       
AIM Asia Pacific Growth Fund              Class A Shares
                                          Class B Shares
                                          Class C Shares
                                          Institutional Class Shares

AIM European Growth Fund                  Class A Shares
                                          Class B Shares
                                          Class C Shares
                                          Class R Shares
                                          Institutional Class Shares
                                          Investor Class Shares

AIM Global Aggressive Growth Fund         Class A Shares
                                          Class B Shares
                                          Class C Shares
                                          Institutional Class Shares

AIM Global Growth Fund                    Class A Shares
                                          Class B Shares
                                          Class C Shares
                                          Institutional Class Shares

AIM International Core Equity Fund        Class A Shares
                                          Class B Shares
                                          Class C Shares
                                          Class R Shares
                                          Institutional Class Shares
                                          Investor Class Shares

AIM International Growth Fund             Class A Shares
                                          Class B Shares
                                          Class C Shares
                                          Class R Shares
                                          Institutional Class Shares"


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