MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into as of this 1st day of
January 2005, between AIM Special Opportunities 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"). AIM shall and hereby agrees to waive
fees or reimburse expenses of the Funds, on behalf of its respective classes as
applicable, severally and not jointly, as indicated in Exhibit "A".
For and in consideration of the mutual terms and agreements set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Trust and AIM agree as follows:
The Trust and AIM agree until the date set forth on the attached
Exhibit "A" (the "Expiration Date") that AIM will waive its advisory fees as
described on Exhibit "A". The Board of Trustees and AIM may terminate or modify
this Memorandum of Agreement prior to the Expiration Date only by mutual written
consent. 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 of
the Funds listed on Exhibit "A" on a date prior to the Expiration Date to
determine whether such waivers should be amended, continued or terminated. The
waivers will expire upon the Expiration Date unless the Trust and AIM have
agreed to continue them. Exhibit "A" will be amended to reflect any such
agreement.
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 Special Opportunities Funds,
on behalf of the Funds listed in Exhibit "A"
to this Memorandum of Agreement
By: /s/ Xxxxxx X. Xxxxxx
Title: President
A I M Advisors, Inc.
By: /s/ Xxxx X. Xxxxxxxxxx
Title: President
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EXHIBIT "A"
AIM SPECIAL OPPORTUNITIES FUNDS
FUND WAIVER EXPIRATION DATE
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AIM Opportunities II Fund AIM has agreed to waive June 30, 2006
All Classes advisory fees to the extent
necessary so that advisory
fees AIM receives do not
exceed an annual base
management fee of 1.25% of
the Fund's average daily net
assets, subject to a maximum
performance adjustment
upward or downward of
0.75% annually. As a result,
AIM may receive a
management net fee that
ranges from 0.50% to 2.00%
of average daily net assets,
based on the Fund's
performance.
AIM Opportunities III Fund AIM has agreed to waive June 30, 2006
All Classes advisory fees to the extent
necessary so that advisory
fees AIM receives do not
exceed an annual base
management fee of 1.25% of
the Fund's average daily net
assets, subject to a maximum
performance adjustment
upward or downward of
0.75% annually. As a result,
AIM may receive a
management net fee that
ranges from 0.50% to 2.00%
of average daily net assets,
based on the Fund's
performance.
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