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EXHIBIT h(8)
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into as of the date indicated
on Exhibit "A" between AIM Special Opportunities Funds (the "Trust"), on behalf
of the funds listed on Exhibit "A" to this Memorandum of Agreement (the
"Funds"), and A I M Distributors, 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 Rule 12b-1 distribution plan payments at the
rates 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 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 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 should be amended, continued or
terminated. Unless the Trust, by vote of its Board of Trustees, or AIM
terminates the waivers, or the Trust and AIM are unable to reach an agreement on
the amount of the waivers to which the Trust and AIM desire to be bound, the
waivers 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 Special Opportunities
Funds, on behalf of each
Fund listed in Exhibit "A"
to this Memorandum of
Agreement
By: /s/ ROBERT H. GRAHAM
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Title: President
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A I M Distributors, Inc.
By: /s/ MICHAEL J. CEMO
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Title: President
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EXHIBIT "A"
AIM SPECIAL OPPORTUNITIES FUNDS
<TABLE>
<CAPTION>
FUND WAIVER EFFECTIVE DATE COMMITTED UNTIL
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<S> <C> <C>
AIM Small Cap Opportunities 0.10% of Rule 12b-1 July 1, 2000 June 30, 2001
Fund distribution plan payments on
Class A average net assets
AIM Mid Cap Opportunities 0.10% of Rule 12b-1 July 1, 2000 June 30, 2001
Fund distribution plan payments on
Class A average net assets
AIM Large Cap Opportunities 0.10% of Rule 12b-1 September 29, **
Fund distribution plan payments on 2000*
Class A average net assets
</TABLE>
* Effective the earlier of September 29, 2000, or the date the fund has assets
under management of $750 million.
** One year from the Effective Date.
