EXHIBIT 13
INITIAL CAPITALIZATION AGREEMENT
March , 1998
Board of Trustees
AIM Special Opportunities Funds
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Gentlemen:
AIM Special Opportunities Fund (the "Corporation"), a newly-organized
open-end management investment company, proposes to make a continuous public
offering of its shares of common stock, par value $ .001 per share, pursuant to
a registration statement on Form N-1A as from time to time amended (the
"Registration Statement"), filed with the Securities and Exchange Commission.
In order to provide the Corporation with a net worth sufficient to commence
operations and to meet the requirements of Section 14 of the Investment Company
of Act of 1940, as amended, A I M Advisors, Inc. ("AIM") agrees to purchase
shares of the Corporation in accordance with the terms and conditions set forth
below.
1. PURCHASE OF SHARES. AIM hereby agrees to purchase from the
Corporation 10,000 shares of its common stock (the "Shares") at a price per
share of $10.00 (except that the price per share of the AIM Small Cap
Opportunities Fund shall be $1.00) for an aggregate purchase price of
$100,000.00 allocable as follows:
2. PAYMENT OF PURCHASE PRICE. AIM will pay to the Corporation by wire
transfer, at least two business days prior to the date specified by a the
Corporation as the effective date of the Registration Statement, $100,000.00,
to be allocated to each of the Funds as set forth above.
3. AGREEMENT NOT TO SELL SHARES. AIM hereby agrees not to sell,
hypothecate or otherwise dispose of any of the Shares unless the Shares have
been registered under the Securities Act of 1933, as amended, and any
applicable state securities laws or, in the opinion of counsel for the
Corporation, valid exemptions from the registration requirements of said Act
and those state laws are available.
4. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS. AIM represents
and warrants that it is acquiring the Shares for its own account for
investment and not with any view to resale or further distribution thereof,
and that it has no present intention to redeem any of the Shares. AIM
acknowledges and agrees that in the event any of the Shares are redeemed
prior to complete amortization by the Funds of their deferred organization
expenses, the amount payable by the Corporation upon redemption of such
Shares shall be reduced by the pro rata share (based on the number of Shares
redeemed and the total number of Shares then outstanding) of the unamortized
organization expenses as of the date of such redemption.
5. GOVERNING LAW. This Agreement and the rights and obligations of
the parties hereunder shall be governed by and construed under the laws
(without reference to conflicts of law provisions) of the State of Delaware.
If the foregoing letter is in accordance with your understanding of our
agreement, please so indicate in the space provided below for that purpose,
whereupon this letter will become a binding agreement between us in accordance
with its terms.
Very truly yours,
A I M Advisors, Inc.
BY:
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The foregoing Initial Capitalization
Agreement is hereby confirmed and
first above written.
AIM Special Opportunities Funds
BY:
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