SUB-ITEM 77Q1(e)
AIM STOCK FUNDS
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into as of this 1st day of
January, 2005 between the AIM Funds ( "Trust" or "Trusts"), 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 Trusts and AIM agree as follows:
The Trusts and AIM agree until the "Committed Until" date set forth on
the attached Exhibit "A" (the "Expiration Date") that AIM will waive its
advisory fees payable under the current investment advisory agreement as set
forth under the column "Current Advisory Fee Schedule" in Exhibit "A" ("Current
Fee Schedule") to the extent that application of the advisory fees rates set
forth in Exhibit "A" under the column "Proposed Advisory Fee Schedule (Applied
When Proposed Schedule Results in Fees Lower than the Current Fee Schedule)"
("Agreed Upon Schedule") of the average daily net assets of the Fund results in
a lower advisory fee. 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 or reimbursed. All expense limitation commitments are not superseded by
this agreement
The Trust and AIM agree to review the then-current waivers of each
Fund 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 a 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 each Trust, and this Memorandum of Agreement has
been executed and delivered by an authorized officer of each 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 each Trust's
Agreement and Declaration of Trust.
IN WITNESS WHEREOF, the Trusts and AIM have entered into this
Memorandum of Agreement as of the date first above written.
AIM Combination Stock & Bond Funds
AIM Counselor Series Trust
AIM Equity Funds
AIM Funds Group
AIM Growth Series
AIM International Mutual Funds
AIM Investment Funds
AIM Investment Securities Funds
AIM Sector Funds
AIM Stock Funds
AIM Summit Fund
AIM Variable Insurance Funds,
on behalf of each Fund 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
