AMENDMENT NO. 1 TO
MEMORANDUM OF AGREEMENT
(ADVISORY FEE WAIVERS)
This Amendment No. 1 (the "Amendment") amends the Memorandum of
Agreement as of the dates indicated on Exhibit A thereto that is currently in
effect between A I M Advisors, Inc. ("AIM") and AIM Counselor Series Trust
("ACST"), AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM
International Mutual Funds, AIM Investment Funds, AIM Investment Securities
Funds, AIM Sector Funds, AIM Special Opportunities Funds ("ASOF"), AIM Stock
Funds, AIM Summit Fund, AIM Treasurer's Series Trust and AIM Variable Insurance
Funds (each a "Trust" or, collectively, the "Trusts"), on behalf of the series
portfolios of the Trusts listed on the Exhibit to such Memorandum of Agreement
(the "MOA"). This Amendment modifies the MOA only with respect to AIM Advantage
Health Sciences Fund, a series portfolio of ACST ("Advantage Health"), and AIM
Opportunities II Fund and AIM Opportunities III Fund, series portfolios of ASOF
(collectively, the "Opportunities Funds" and, together with Advantage Health,
the "Funds").
The MOA is hereby modified, with respect to the Funds only, by
replacing the sections of the Exhibit to the MOA that relate to the Funds in
their entirety with the attached Exhibit. Pursuant to this Amendment, AIM shall
and hereby agrees to waive fees of the Funds, on behalf of their respective
classes as applicable, severally and not jointly, as indicated in the attached
Exhibit.
Except as specifically modified by this Amendment, the MOA shall remain
in full force and effect.
It is expressly agreed that the obligations of each of ACST and ASOF
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents or employees of ACST or ASOF, as applicable, personally, but
shall only bind the assets and property of the applicable Funds, as provided in
each of ACST's and ASOF's Agreement and Declaration of Trust. The execution and
delivery of this Memorandum of Agreement have been authorized by the Trustees of
each of ACST and ASOF, and this Amendment has been executed and delivered by an
authorized officer of ACST and ASOF 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 each of ACST's and ASOF's Agreement and Declaration of Trust.
IN WITNESS WHEREOF, each of ACST, ASOF and AIM have entered into this Amendment
as of the __ day of December, 2006.
AIM COUNSELOR SERIES TRUST
AIM SPECIAL OPPORTUNITIES FUNDS
on behalf of the Funds listed in
the Exhibit to this Amendment
By:
--------------------------------
Title: President
A I M ADVISORS, INC.
By:
--------------------------------
Title: President
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EXHIBIT TO ADVISORY FEE MOA
EXPIRATION
AIM COUNSELOR SERIES TRUST WAIVER DESCRIPTION EFFECTIVE DATE DATE
----------------------------- --------------------------------------------------------- -------------- ----------
AIM Advantage Health AIM will waive management fees monthly to the extent 12/01/2006 06/30/2008
Sciences Fund necessary such that the management fee AIM receives does
not exceed a base management fee of 1.25%, annualized,
of the Fund's average daily net assets during the
current month, subject to a monthly performance
adjustment upward or downward of up to 0.75%,
annualized, of the average daily net assets of the
Fund's Class A shares during a rolling 12 month
performance period (depending on the Fund's performance
compared to the performance of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Health
Care Product Index during such performance period). In
determining the performance adjustment, the base
management fee shall be adjusted in increments of 0.15%,
on a pro rata basis, upward or downward instead of
increments of 0.20% as provided in the Fund's Advisory
Agreement.
In addition, the maximum management fee payable by
the Fund (consisting of the base management fee,
as adjusted by the performance adjustment) will
not exceed 2.00% of the Fund's average daily net
assets during the fiscal year.
----------------------------- ---------------------------------------------------------- --------------- ----------
AIM SPECIAL OPPORTUNITIES EXPIRATION
FUNDS WAIVER DESCRIPTION EFFECTIVE DATE DATE
----------------------------- ---------------------------------------------------------- --------------- ----------
AIM Opportunities II Fund AIM will waive management fees monthly to the extent 12/01/2006 06/30/2008
necessary such that the management fee AIM receives does
not exceed a base management fee of 1.00%, annualized,
of the Fund's average daily net assets during the
current month, subject to a monthly performance
adjustment upward or downward of up to 0.50%,
annualized, of the Fund's average daily net assets
during a rolling 12 month performance period (depending
on the Fund's performance compared to the performance of
the S&P MidCap 400 Index during such performance
period). In determining the performance adjustment, the
base management fee shall be adjusted in increments of
0.10%, on a pro rata basis, upward or downward instead
of increments of 0.20% as provided in the Fund's
Advisory Agreement.
In addition, the maximum management fee payable by
the Fund (consisting of the base management fee,
as adjusted by the performance adjustment) will
not exceed 1.50% of the Fund's average daily net
assets during the fiscal year.
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AIM Opportunities III Fund AIM will waive management fees monthly to the 12/01/2006 06/30/2008
extent necessary such that the management fee AIM
receives does not exceed a base management fee of
1.00%, annualized, of the Fund's average daily net
assets during the current month, subject to a
monthly performance adjustment upward or downward
of up to 0.50%, annualized, of the Fund's average
daily net assets during a rolling 12 month
performance period (depending on the Fund's
performance compared to the performance of the S&P
500 Index during such performance period). In
determining the performance adjustment, the base
management fee shall be adjusted in increments of
0.10%, on a pro rata basis, upward or downward
instead of increments of 0.20% as provided in the
Fund's Advisory Agreement.
In addition, the maximum management fee payable by
the Fund (consisting of the base management fee,
as adjusted by the performance adjustment) will
not exceed 1.50% of the Fund's average daily net
assets during the fiscal year.
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