EXHIBIT d(1)(b)
AMENDMENT NO. 1
TO
MASTER INVESTMENT ADVISORY AGREEMENT
This Amendment dated as of July 1, 2002, amends the Master Investment
Advisory Agreement (the "Agreement"), dated November 4, 1999, between AIM
Special Opportunities Funds, a Delaware business trust, and A I M Advisors,
Inc., a Delaware corporation.
WITNESSETH:
WHEREAS, the parties desire to amend the Agreement to reflect the name
change of AIM Large Cap Opportunities Fund to AIM Opportunities III Fund, AIM
Mid Cap Opportunities Fund to AIM Opportunities II Fund and AIM Small Cap
Opportunities Fund to AIM Opportunities I Fund;
NOW, THEREFORE, the parties agree as follows;
1. Appendix A, Appendix B and Appendix C to the Agreement are
hereby deleted in their entirety and replaced with the
following:
"APPENDIX A
FUNDS AND EFFECTIVE DATES
NAME OF FUND EFFECTIVE DATE OF ADVISORY AGREEMENT
------------ ------------------------------------
AIM Opportunities III Fund December 30, 1999
AIM Opportunities II Fund January 1, 2000
AIM Opportunities I Fund January 1, 2000
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APPENDIX B
COMPENSATION TO THE ADVISOR
AIM OPPORTUNITIES III FUND
The Trust shall pay the Advisor, out of the assets of AIM Opportunities
III Fund ("III Fund"), as full compensation for all services rendered and all
facilities furnished to III Fund hereunder, a management fee consisting of the
sum of a Base Fee and a Performance Adjustment (whether positive or negative),
computed and paid monthly. If the Advisor shall serve for less than the whole of
any period specified herein, the compensation payable to the Advisor with
respect to III Fund shall be prorated.
The Base Fee shall be at an annual rate of 1.50% of III Fund's average
daily net assets. In computing the amount of the Base Fee, the Base Fee shall be
applied against III Fund's average daily net assets computed over the month for
which the Base Fee is paid. The Trust shall pay the Advisor the Base Fee
beginning on the Effective Date for III Fund, as set forth in Appendix A.
The Performance Adjustment shall be calculated by (i) subtracting the
Investment Record of the III Fund Benchmark Index, as set forth in Appendix C,
from the Investment Performance of a Class A share of III Fund over the
Performance Period, (ii) subtracting 2.00% from the number obtained in (i) if
such number is positive, or adding 2.00% if such number is negative, and (iii)
multiplying the number obtained in (ii) (whether positive or negative) by 0.20%.
In computing the amount of the Performance Adjustment, the Performance
Adjustment shall be applied against III Fund average daily net assets computed
over the Performance Period. The Performance Adjustment shall not exceed 1.00%
per annum. The Trust shall pay the Advisor the Performance Adjustment beginning
in the thirteenth month following the Effective Date for III Fund, so that for
the first twelve months following the Effective Date for III Fund the Advisor
shall receive only the Base Fee.
As used herein, the term "Performance Period" shall mean the twelve
month period ending on the last day of the month immediately preceding the
monthly computation called for herein and the terms "Investment Record" and
"Investment Performance" shall have the meanings set forth in Rule 205-1 of the
Advisers Act. The average daily net asset value of III Fund shall be determined
in the manner set forth in the Declaration of Trust and registration statement
of the Trust, as amended from time to time.
AIM OPPORTUNITIES II FUND
The Trust shall pay the Advisor, out of the assets of AIM Opportunities
II Fund ("II Fund"), as full compensation for all services rendered and all
facilities furnished to II Fund hereunder, a management fee consisting of the
sum of a Base Fee and a Performance Adjustment (whether positive or negative),
computed and paid monthly. If the Advisor shall serve for less than the whole of
any period specified herein, the compensation payable to the Advisor with
respect to II Fund shall be prorated.
The Base Fee shall be at an annual rate of 1.50% of II Fund's average
daily net assets. In computing the amount of the Base Fee, the Base Fee shall be
applied against II Fund's average
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daily net assets computed over the month for which the Base Fee is paid. The
Trust shall pay the Advisor the Base Fee beginning on the Effective Date for II
Fund, as set forth in Appendix A.
The Performance Adjustment shall be calculated by (i) subtracting the
Investment Record of the II Fund Benchmark Index, as set forth in Appendix C,
from the Investment Performance of a Class A share of II Fund over the
Performance Period, (ii) subtracting 2.00% from the number obtained in (i) if
such number is positive, or adding 2.00% if such number is negative, and (iii)
multiplying the number obtained in (ii) (whether positive or negative) by 0.20%.
In computing the amount of the Performance Adjustment, the Performance
Adjustment shall be applied against II Fund's average daily net assets computed
over the Performance Period. The Performance Adjustment shall not exceed 1.00%
per annum. The Trust shall pay the Advisor the Performance Adjustment beginning
in the thirteenth month following the Effective Date for II Fund, so that for
the first twelve months following the Effective Date for II Fund the Advisor
shall receive only the Base Fee.
As used herein, the term "Performance Period" shall mean the twelve
month period ending on the last day of the month immediately preceding the
monthly computation called for herein and the terms "Investment Record" and
"Investment Performance" shall have the meanings set forth in Rule 205-1 of the
Advisers Act. The average daily net asset value of II Fund shall be determined
in the manner set forth in the Declaration of Trust and registration statement
of the Trust, as amended from time to time.
AIM OPPORTUNITIES I FUND
The Trust shall pay the Advisor, out of the assets of AIM Opportunities
I Fund ("I Fund"), as full compensation for all services rendered and all
facilities furnished to I Fund hereunder, a management fee consisting of the sum
of a Base Fee and a Performance Adjustment (whether positive or negative),
computed and paid monthly. If the Advisor shall serve for less than the whole of
any period specified herein, the compensation payable to the Advisor with
respect to I Fund shall be prorated.
The Base Fee shall be at an annual rate of 1.00% of I Fund 's average
daily net assets. In computing the amount of the Base Fee, the Base Fee shall be
applied against I Fund 's average daily net assets computed over the month for
which the Base Fee is paid. The Trust shall pay the Advisor the Base Fee
beginning on the Effective Date for I Fund, as set forth in Appendix A.
The Performance Adjustment shall be calculated by (i) subtracting the
Investment Record of the I Fund Benchmark Index, as set forth in Appendix C,
from the Investment Performance of a Class A share of I Fund over the
Performance Period, (ii) subtracting 2.00% from the number obtained in (i) if
such number is positive, or adding 2.00% if such number is negative, and (iii)
multiplying the number obtained in (ii) (whether positive or negative) by 0.15%.
In computing the amount of the Performance Adjustment, the Performance
Adjustment shall be applied against I Fund's average daily net assets computed
over the Performance Period. The Performance Adjustment shall not exceed 0.75%
per annum. The Trust shall pay the Advisor the Performance Adjustment beginning
in the thirteenth month following the Effective Date for I Fund, so that for the
first twelve months following the Effective Date for I Fund the Advisor shall
receive only the Base Fee.
As used herein, the term "Performance Period" shall mean the twelve
month period ending on the last day of the month immediately preceding the
monthly computation called for herein and
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the terms "Investment Record" and "Investment Performance" shall have the
meanings set forth in Rule 205-1 of the Advisers Act. The average daily net
asset value of I Fund shall be determined in the manner set forth in the
Declaration of Trust and registration statement of the Trust, as amended from
time to time.
APPENDIX C
BENCHMARK INDICES
AIM OPPORTUNITIES III FUND
The III Fund Benchmark Index shall be the S&P 500 INDEX.
AIM OPPORTUNITIES II FUND
The II Fund Benchmark Index shall be the S&P MIDCAP 400 INDEX.
AIM OPPORTUNITIES I FUND
The I Fund Benchmark Index shall be the XXXXXXX 2000(R) INDEX.
From time to time, the Board of Trustees, by the affirmative vote of the
trustees voting in person, including the affirmative vote of a majority of the
trustees who are not parties to this Agreement or "interested persons" (as
defined in the 0000 Xxx) of a party to this Agreement, may determine that
another securities index is a more appropriate benchmark than the respective
Benchmark Index above for purposes of evaluating the performance of a Fund. In
such event, after thirty days' written notice to the Advisor, a successor index
(the "Successor Index") may be substituted for a Fund's Benchmark Index in
prospectively calculating the Performance Adjustment for that Fund. However, the
calculation of that portion of the Performance Adjustment attributable to any
portion of the Performance Period prior to the adoption of the Successor Index
will still be based upon the Fund's performance compared to its former Benchmark
Index."
2. In all other respects, the Agreement is hereby confirmed and
remains in full force and effect.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers on the date first written above.
AIM SPECIAL OPPORTUNITIES FUNDS
(XXX)
Attest: /s/ XXXX X. XXXX By: /s/ XXXXXX X. XXXXXX
------------------------------ ------------------------------------
Assistant Secretary Xxxxxx X. Xxxxxx
President
(SEAL)
A I M ADVISORS, INC.
(XXX)
Attest: /s/ XXXX X. XXXX By: /s/ XXXXXX X. XXXXXX
------------------------------ ------------------------------------
Assistant Secretary Xxxxxx X. Xxxxxx
President
(SEAL)
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