SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES
AGREEMENT
This SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
(the "Agreement") is made this 1st day of July, 2006 by and between A I M
ADVISORS, INC., a Delaware corporation (the "Administrator") and AIM SPECIAL
OPPORTUNITIES FUNDS, a Delaware statutory trust (the "Trust") with respect to
the separate series set forth in Appendix A to this Agreement, as the same may
be amended from time to time (the "Portfolios").
WITNESSETH:
WHEREAS, the Trust is an open-end investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust, on behalf of the Portfolios, has retained the
Administrator to perform (or arrange for the performance of) accounting,
shareholder servicing and other administrative services as well as investment
advisory services to the Portfolios, and that the Administrator may receive
reasonable compensation or may be reimbursed for its costs in providing such
additional services, upon the request of the Board of Trustees and upon a
finding by the Board of Trustees that the provision of such services is in the
best interest of the Portfolios and their shareholders; and
WHEREAS, the Board of Trustees has found that the provision of such
administrative services is in the best interest of the Portfolios and their
shareholders, and has requested that the Administrator perform such services;
NOW, THEREFORE, the parties hereby agree as follows:
1. The Administrator hereby agrees to provide, or arrange for the provision
of, any or all of the following services by the Administrator or its affiliates:
(a) the services of a principal financial officer of the Trust (including
related office space, facilities and equipment) whose normal duties consist
of maintaining the financial accounts and books and records of the Trust
and the Portfolios, including the review of daily net asset value
calculations and the preparation of tax returns; and the services
(including related office space, facilities and equipment) of any of the
personnel operating under the direction of such principal financial
officer;
(b) to the extent not otherwise required under the Administrator's
investment advisory agreement with the Trust, supervising the operations of
the custodian(s), transfer agent(s) or dividend agent(s) for the
Portfolios; or otherwise providing services to shareholders of the
Portfolios; and
(c) to the extent not otherwise required under the Administrator's
investment advisory agreement with the Trust, such other administrative
services as may be furnished from time to time by the Administrator to the
Trust or the Portfolios at the request of the Trust's Board of Trustees,
provided, however, that nothing in this Agreement shall require the
Administrator to pay (i) the salary or other compensation of the senior
officer of the Trust appointed pursuant to the New York Attorney General's
Assurance of Discontinuance applicable to A I M Advisors, Inc.
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dated October 8, 2004; or (ii) the salary or other compensation (or any
portion of such salary or other compensation) of any other officer of the
Trust that the Trust's Board of Trustees has agreed should be paid by the
Trust or the Portfolios so long as such agreement is evidenced by a
resolution of the Board of Trustees.
2. The services provided hereunder shall at all times be subject to the
direction and supervision of the Trust's Board of Trustees.
3. As full compensation for the services performed and the facilities
furnished by or at the direction of the Administrator, the Trust, on behalf of
the Portfolios, shall pay the Administrator in accordance with the Fee Schedule
as set forth in Appendix A attached hereto. Such amounts shall be paid to the
Administrator on a monthly basis.
4. The Administrator shall not be liable for any error of judgment or for
any loss suffered by the Trust or the Portfolios in connection with any matter
to which this Agreement relates, except a loss resulting from the
Administrator's willful misfeasance, bad faith or gross negligence in the
performance of its duties or from reckless disregard of its obligations and
duties under this Agreement.
5. The Trust and the Administrator each hereby represent and warrant, but
only as to themselves, that each has all requisite authority to enter into,
execute, deliver and perform its obligations under this Agreement and that this
Agreement is legal, valid and binding, and enforceable in accordance with its
terms.
6. Nothing in this Agreement shall limit or restrict the rights of any
director, officer or employee of the Administrator who may also be a trustee,
officer or employee of the Trust to engage in any other business or to devote
his time and attention in part to the management or other aspects of any
business, whether of a similar or a dissimilar nature, nor limit or restrict the
right of the Administrator to engage in any other business or to render services
of any kind to any other corporation, firm, individual or association.
7. This Agreement shall become effective with respect to a Portfolio on the
Effective Date for such Portfolio, as set forth in Appendix A attached hereto.
This Agreement shall continue in effect until June 30, 2007, and may be
continued from year to year thereafter, provided that the continuation of the
Agreement is specifically approved at least annually:
(a) (i) by the Trust's Board of Trustees or (ii) by the vote of "a
majority of the outstanding voting securities" of such Portfolio (as
defined in Section 2(a)(42) of the 0000 Xxx); and
(b) by the affirmative vote of a majority of the trustees who are not
parties to this Agreement or "interested persons" (as defined in the 0000
Xxx) of a party to this Agreement (other than as trustees of the Trust), by
votes cast in person at a meeting specifically called for such purpose.
This Agreement shall terminate automatically in the event of its assignment
(as defined in Section 2(a) (4) of the 1940 Act).
8. This Agreement may be amended or modified with respect to one or more
Portfolios, but only by a written instrument signed by both the Trust and the
Administrator.
9. Notice is hereby given that, as provided by applicable law, the
obligations of or arising out of this Agreement are not binding upon any of the
shareholders of the Trust individually
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but are binding only upon the assets and property of the Trust and that the
shareholders shall be entitled, to the fullest extent permitted by applicable
law, to the same limitation on personal liability as stockholders of private
corporations for profit.
10. Any notice or other communication required to be given pursuant to this
Agreement shall be deemed duly given if delivered or mailed by registered mail,
postage prepaid, (a) to the Administrator at Eleven Xxxxxxxx Xxxxx, Xxxxx 000,
Xxxxxxx, Xxxxx 00000, Attention: President, with a copy to the General Counsel,
or (b) to the Trust at Eleven Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000,
Attention: President, with a copy to the General Counsel.
11. This Agreement contains the entire agreement between the parties hereto
and supersedes all prior agreements, understandings and arrangements with
respect to the subject matter hereof.
12. This Agreement shall be governed by and construed in accordance with
the laws (without reference to conflicts of law provisions) of the State of
Texas.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
A I M ADVISORS, INC.
Attest: /s/ P. Xxxxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxx
----------------------------- ------------------------------------
Assistant Secretary Xxxxxx X. Xxxxxx
President
(SEAL)
AIM SPECIAL OPPORTUNITIES FUNDS
Attest: /s/ P. Xxxxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxx
----------------------------- ------------------------------------
Assistant Secretary Xxxxxx X. Xxxxxx
President
(SEAL)
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APPENDIX A
FEE SCHEDULE TO
SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
OF
AIM SPECIAL OPPORTUNITIES FUNDS
PORTFOLIOS EFFECTIVE DATE OF AGREEMENT
---------- ---------------------------
AIM Opportunities I Fund July 1, 2006
AIM Opportunities II Fund July 1, 2006
AIM Opportunities III Fund July 1, 2006
The Administrator may receive from each Portfolio reimbursement for costs
or reasonable compensation for such services as follows:
Rate* Net Assets
----- ----------
0.023% First $1.5 billion
0.013% Next $1.5 billion
0.003% Over $3 billion
* Annual minimum fee is $50,000. An additional $10,000 per class of shares is
charged for each class other than the initial class. The $10,000 class fee
is waived for any of the above Portfolios with insufficient assets to
result in the payment of more than the minimum fee of $50,000.
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