SUB-ITEM 77Q1(e)
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.
W I T N E S S E T H:
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
1
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 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.
2
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 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.
3
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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇ ▇▇▇) 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.
4
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
Attest: /s/ ▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Assistant Secretary ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
(SEAL)
A I M ADVISORS, INC.
Attest: /s/ ▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Assistant Secretary ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
(SEAL)
5
