EXHIBIT h(5)(d)
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into as of this 2nd day of May,
2003, between AIM Equity Funds (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 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 waivers or 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 waivers or 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 waivers or limitations
should be amended, continued or terminated. Unless the Trust, by vote of its
Board of Trustees, or AIM terminates the waivers or limitations, or the Trust
and AIM are unable to reach an agreement on the amount of the waivers or
limitations to which the Trust and AIM desire to be bound, the waivers or
limitations will continue for additional one-year terms at the rate to which the
Trust and AIM mutually agree. Exhibit "A" will be amended to reflect that rate
and the new date through which the Trust and AIM agree to be bound.
It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall only bind the assets and
property of the 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 Equity Funds,
on behalf of each Fund listed in Exhibit "A"
to this Memorandum of Agreement
By:
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Title:
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A I M Advisors, Inc.
By:
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Title:
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