SUB-ITEM 77Q(e)
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into as of this 4th day of
August, 2000 between AIM Advisor Funds (the "Trust"), 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 Trust and AIM agree as follows:
The Trust 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, Rule 12b-1 distribution plan
fees, trustees' fees, interest, taxes, dividend expense on short sales,
extraordinary items, and increases for indirect expenses resulting from expense
offset arrangements, if any) 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 Trust nor AIM may remove or amend the waivers or expense limitations to the
Trust's detriment prior to the date set forth on Exhibit "A." AIM will not have
any right to reimbursement of any amount so waived.
The Trust and AIM agree to review the then-current waivers or 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 waivers or
limitations should be amended, continued or terminated. Unless the Trust, by
vote of its Board of Trustees, or AIM terminates the waivers or limitations, or
the Trust and AIM are unable to reach an agreement on the amount of the waivers
or limitations to which the Trust and AIM desire to be bound, the waivers or
limitations will continue for additional one-year terms at the rate to which
the Trust and AIM mutually agree. Exhibit "A" will be amended to reflect that
rate and the new date through which the Trust and AIM agree to be bound.
It is expressly agreed that the obligations of the 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 the Trust, and this
Memorandum of Agreement has been executed and delivered by an authorized
officer of the 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 the Trust's Agreement and Declaration of Trust.
IN WITNESS WHEREOF, the Trust and AIM have entered into this
Memorandum of Agreement as of the date first above written.
AIM Advisor 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/ Xxxxxx X. Xxxxxx
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Title: President
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EXHIBIT "A"
AIM ADVISOR FUNDS
FUND EXPENSE LIMITATION COMMITTED UNTIL
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AIM Advisor Real Estate
Fund
Class A Total Annual Fund Operating August 3, 2001
Expenses Limited to 0.45%
Class B Total Annual Fund Operating August 3, 2001
Expenses Limited to 0.45%
Class C Total Annual Fund Operating August 3, 2001
Expenses Limited to 0.45%
