Exhibit 1(c)
SECOND AMENDMENT
TO AGREEMENT AND DECLARATION OF TRUST
OF
AIM SPECIAL OPPORTUNITIES FUNDS
THIS SECOND AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST OF AIM
SPECIAL OPPORTUNITIES FUNDS (the "Amendment") is entered into the 10th day of
August, 1998 among Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxxxxx, Xxxx Xxxx XX,
Xxxxxx X. Xxxx, Xx., Xxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X.
Xxxxxxx, Xxx X. Xxxxxxxx and Xxxxx X. Xxxxx, as Trustees, and each person who
became or becomes a Shareholder in accordance with the terms set forth in
that certain Agreement and Declaration of Trust of AIM Special Opportunities
Funds, a Delaware business trust (the "Trust") entered into as of
February 4, 1998, as amended (the "Agreement").
WHEREAS, the Trustees of the Trust desire to establish a new portfolio
of the Trust and three classes thereof, namely the AIM Mid Cap Opportunities
Fund and its Class A Shares, Class B Shares and Class C Shares; and
WHEREAS, Section 2.3.1 of the Agreement permits the Trustees to
establish such Classes and Section 9.7 of the Agreement authorizes the
Trustees to amend or otherwise supplement the Agreement by making an
amendment, all without prior Shareholder authorization or vote; and
WHEREAS, at a meeting duly called and held on the 6th day of August,
1998, the Trustees have resolved to amend the Agreement as hereinafter set
forth.
NOW, THEREFORE, the Trustees hereby amend the Agreement as herein set
forth below:
1. Capitalized terms not specifically defined in this Amendment shall
have the meanings ascribed to them in the Agreement.
2. Section 2.3 of the Agreement shall be deleted in its entirety and
the following new Section shall be substituted in lieu thereof:
"SECTION 2.3 ESTABLISHMENT OF PORTFOLIOS AND CLASSES. The
Trust shall contain two Portfolios: AIM Small Cap
Opportunities Fund and AIM Mid Cap Opportunities Fund. Each
such Portfolio shall have three Classes: Class A Shares,
Class B Shares and Class C Shares. The establishment and
designation of any additional Portfolio or Class thereof or,
subject to Section 6.1 hereof, any change to the Portfolios or
Classes, shall be effective upon the adoption by a majority of
the then Trustees of a resolution which sets forth such
establishment, designation or change."
The foregoing shall not be construed to amend or replace Sections 2.3.1,
2.3.2 or 2.3.3 of the Agreement.
3. With the exception of the amendment to Section 2.3 of the Agreement
as set forth in paragraph 2 of this Amendment, the Agreement, as amended,
shall in all other respects remain in full force and effect.
4. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same Amendment.
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IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the
Trust, have executed this Second Amendment to Agreement and Declaration of
Trust of AIM Special Opportunities Funds as of the day first above written.
/s/ XXXXXXX X. XXXXX /s/ XXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxx, Trustee Xxxxx X. Xxxxxxxx, Trustee
/s/ XXXX XXXX XX /s/ XXXXXX X. XXXX, XX.
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Xxxx Xxxx XX, Trustee Xxxxxx X. Xxxx, Xx., Trustee
/s/ XXXX XXXXXX /s/ XXXX XXXXXXXXXX
------------------------------------ -------------------------------------
Xxxx Xxxxxx, Trustee Xxxx Xxxxxxxxxx, Trustee
/s/ XXXXXX X. XXXXXX /s/ XXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxx, Trustee Xxxxx X. Xxxxxxx, Trustee
/s/ XXX X. XXXXXXXX /s/ XXXXX X. XXXXX
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Xxx X. Xxxxxxxx, Trustee Xxxxx X. Xxxxx, Trustee
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