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EXHIBIT h(5)
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into as of this [27th day of
September], 1999 between AIM Special Opportunities Funds (the "Company"), 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 Company and AIM agree as
follows:
The Company and AIM agree until the date set forth on the attached
Exhibit "A" that AIM will waive its fees or reimburse expenses to the extent
that the expenses (excluding management fees, 12b-1 fees, interest expense, tax
expense, dividend expense on short sales and extraordinary expenses) of a class
of a Fund exceed the rate set forth on Exhibit "A" of the average daily net
assets allocable to such class. Neither the Company nor AIM may remove or amend
the expense limitations to the Company's detriment prior to the date set forth
on Exhibit "A." AIM will not have any right to reimbursement of any amount so
waived or reimbursed.
The Company and AIM agree to review the then-current expense
limitations for each class of each Fund listed on Exhibit "A" on a date prior
to the date listed on that Exhibit to determine whether such limitations should
be amended, continued or terminated. Unless the Company, by vote of its Board
of Trustees, or AIM terminates the limitations, or the Company and AIM are
unable to reach an agreement on the amount of the limitations to which the
Company and AIM desire to be bound, the limitations will continue for
additional one-year terms at the rate to which the Company and AIM mutually
agree. Exhibit "A" will be amended to reflect that rate and the new date
through which the Company and AIM agree to be bound.
It is expressly agreed that the obligations of the Company hereunder
shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents or employees of the Company personally, but shall only bind
the assets and property of the Funds, as provided in the Company's Agreement
and Declaration of Trust. The execution and delivery of this Memorandum of
Agreement have been authorized by the Trustees of the Company, and this
Memorandum of Agreement has been executed and delivered by an authorized
officer of the Company 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 Company's Agreement and Declaration of Trust.
IN WITNESS WHEREOF, the Company and AIM have entered into this
Memorandum of Agreement as of the date first above written.
AIM Special Opportunities Funds,
on behalf of each Fund listed in
Exhibit "A" to this Memorandum of
Agreement
By:
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Title:
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A I M Advisors, Inc.
By:
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Title:
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EXHIBIT "A"
AIM SPECIAL OPPORTUNITIES FUNDS
AIM Mid Cap Opportunities Fund
Class Expense Cap First Potential Termination Date
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Class A [0.50%] June 30, 2000
Class B [0.52%] June 30, 2000
Class C [0.52%] June 30, 2000
