MEMORANDUM OF AGREEMENT
(VOLUNTARY ADVISORY FEE WAIVER)
This Memorandum of Agreement is entered into as of the date set forth
below, between AIM Special Opportunities Funds (the "Trust"), on behalf of AIM
Opportunities I Fund (the "Fund"), and A I M Advisors, Inc. ("AIM").
In consideration of AIM's continuing to serve as the Fund's investment
advisor and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, AIM hereby voluntarily waives its right to
receive advisory fees payable by the Fund to the extent set forth on the Exhibit
hereto (the "Fee Waiver").
The Trust accepts the Fee Waiver, and acknowledges and agrees that such
Fee Waiver is voluntary in nature, and that AIM has the right to amend or
terminate such Fee Waiver at any time in its sole discretion upon notice to the
Board of Trustees of the Trust.
AIM will not have any right to reimbursement of any advisory fees
waived pursuant to the Fee Waiver.
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 Fund, as provided in the Trust's Agreement and Declaration of
Trust. The execution and delivery of this Memorandum of Agreement has 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 Fund, 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 __ day of December, 2006.
AIM SPECIAL OPPORTUNITIES FUNDS
on behalf of AIM Opportunities I Fund
By:
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Title: President
A I M ADVISORS, INC.
By:
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Title: President
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EXHIBIT TO VOLUNTARY ADVISORY FEE MOA
AIM SPECIAL EXPIRATION
OPPORTUNITIES FUNDS WAIVER DESCRIPTION EFFECTIVE DATE DATE
----------------------------- ---------------------------------------------------------- --------------- ----------
AIM Opportunities I Fund The maximum management fee payable by the Fund 12/01/2006 N/A
(consisting of the base management fee, as adjusted by
the performance adjustment) will not exceed 1.75% of
the Fund's average daily net assets during the fiscal
year.
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