MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into as of the effective date
on Exhibit "A", between AIM Counselor Series Trust and AIM Special Opportunities
Funds (each a "Trust" or, collectively, the "Trusts"), 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 Trusts and AIM agree as follows:
The Trusts 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 Trusts 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 Trusts 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 each Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trusts personally, but shall only bind the assets and
property of the Funds, as provided in each Trust's Agreement and Declaration of
Trust. The execution and delivery of this Memorandum of Agreement have been
authorized by the Trustees of the Trusts, and this Memorandum of Agreement has
been executed and delivered by an authorized officer of the Trusts 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 each Trust's
Agreement and Declaration of Trust.
IN WITNESS WHEREOF, each of the Trusts and AIM have entered into this
Memorandum of Agreement as of the date first above written.
AIM COUNSELOR SERIES TRUST
AIM SPECIAL OPPORTUNITIES FUNDS
on behalf of the Funds listed in
Exhibit "A" to this Memorandum of
Agreement
By: /s/ Xxxxxx X. Xxxxxx
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Title: President
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A I M Advisors, Inc.
By: /s/ Xxxx X. Xxxxxxxxxx
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Title: President
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EXHIBIT "A"
AIM SPECIAL OPPORTUNITIES FUNDS
AIM COUNSELOR SERIES TRUST
FUND WAIVER EFFECTIVE DATE EXPIRATION DATE
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AIM Advantage Health Sciences Fund AIM has agreed to waive advisory fees to July 1, 2005 June 30, 2006
the extent necessary so that advisory
fees AIM receives do not exceed an
AIM Opportunities II Fund annual base management fee of 1.25% of January 1, 2005 June 30, 2006
the Fund's average daily net assets,
subject to a maximum performance
AIM Opportunities III Fund adjustment upward or downward of 0.75% January 1, 2005 June 30, 2006
All Classes 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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