Exhibit 5(b)
AMENDMENT NO. 1
TO
MASTER INVESTMENT ADVISORY AGREEMENT
This Amendment dated as of ___________________, 1998, amends the Master
Investment Advisory Agreement (the "Agreement"), dated ________________, 1998,
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 a new portfolio, the
AIM Mid Cap Opportunities Fund;
NOW, THEREFORE, the parties agree as follows;
1. Appendix A to the Agreement is hereby deleted in its entirety and
replaced with the following:
APPENDIX A
TO
MASTER INVESTMENT ADVISORY AGREEMENT
OF
AIM SPECIAL OPPORTUNITIES FUNDS
The Company shall pay the Advisor, out of the assets of a Fund, as full
compensation for all services rendered and all facilities furnished hereunder, a
management fee for such Fund set forth below. Such fee shall be calculated by
applying the following annual rates to the average daily net assets of such Fund
for the calendar year computed in the manner used for the determination of the
net asset value of shares of such Fund.
AIM MID CAP OPPORTUNITIES FUND
NET ASSETS ANNUAL RATE
---------- -----------
First $ 1 billion. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.00%
Over $ 1 billion . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.95%
AIM SMALL CAP OPPORTUNITIES FUND
NET ASSETS ANNUAL RATE
---------- -----------
All assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1.00%
2. In all other respects, the Agreement is hereby confirmed and remains
in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers on the date first written above.
Dated: _____________________, 1998
AIM SPECIAL OPPORTUNITIES FUNDS
Attest: By:
---------------------------- -------------------------------------
Assistant Secretary President
[SEAL]
A I M ADVISORS, INC.
Attest: By:
---------------------------- -------------------------------------
Assistant Secretary President
[SEAL]
