EXHIBIT 1(b)
FIRST AMENDMENT
TO
AGREEMENT AND DECLARATION OF TRUST
OF
AIM SPECIAL OPPORTUNITIES FUNDS
THIS FIRST AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST OF AIM SPECIAL
OPPORTUNITIES FUNDS (the "Amendment") is entered into the __th day of ___, 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 entered
into as of February 4, 1998, as amended (the "Agreement").
WHEREAS, the Trustees of the Trust desire to establish two new Classes of
AIM Small Cap Opportunities Fund, the sole Portfolio of the Trust: the Class B
Shares and the 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 12th day of May, 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 initially be created with one Portfolio, the AIM
Small Cap Opportunities Fund. Such Portfolio shall have three
Classes, the Class A Shares, the Class B Shares and the Class C
Shares. The establishment and designation of any additional
Class or Classes to such Portfolio or any additional Portfolio or
Class of such additional Portfolio, or, subject to Section 6.1
hereof, any change to any then existing Portfolio or Class
thereof, 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 and
2.3.2 of the Agreement.
3. A new Section 2.3.3 shall be added to the Agreement which Section
2.3.3 shall read in full as follows:
"SECTION 2.3.3. In addition to the relative rights and
preferences set forth in Section 2.3.2 of this Trust
Agreement and all other provisions of this Trust Agreement
relating to Shares of the Trust generally, the Class B
Shares shall have the following rights and preferences:
(1) Subject to the provisions of paragraph (c) below,
all Class B Shares other than those purchased through the
reinvestment of dividends and distributions shall
automatically convert to Class A Shares eight (8) years
after the end of the calendar month in which a shareholder's
order to purchase such shares was accepted.
(2) Subject to the provisions of paragraph (c) below,
Class B Shares purchased through the reinvestment of
dividends and distributions paid in respect of Class B
Shares will be considered held in a separate sub-account,
and will automatically convert to Class A Shares in the same
proportion as any Class B Shares (other than those in the
sub-account) convert to Class A Shares. Other than this
conversion feature, the Class B Shares purchased through the
reinvestment of dividends and distributions paid in respect
of Class B Shares shall have all the rights and preferences,
restrictions, limitations as to dividends, qualifications
and terms and conditions of redemption of Class B Shares
generally.
(3) If a Portfolio of the Trust implements any
amendment to a Plan of Distribution adopted under Rule 12b-1
promulgated under the 1940 Act (or, if presented to
shareholders, adopts or implements a non-Rule 12b-1
shareholder services plan) that the Trustees determine would
materially increase the charges that may be borne by the
Class A Shareholders under such plan, the Class B Shares
will stop converting to the Class A Shares unless the
Class B Shares, voting separately, approve the amendment or
adoption. The Trustees shall have sole discretion in
determining whether such amendment or adoption is submitted
to a vote of the Class B Shareholders. Should such
amendment or adoption not be submitted to a vote of the
Class B Shareholders or, if submitted, should the Class B
Shareholders fail to approve such amendment or adoption, the
Trustees shall take such action as is necessary to: (1)
create a new class (the "New Class A Shares") which shall be
identical in all material respects to the Class A Shares as
they existed prior to the implementation of the amendment or
adoption; and (2) ensure that the existing Class B Shares
will be exchanged or converted into New Class A Shares no
later than the date such Class B Shares were scheduled to
convert to Class A Shares. If deemed advisable by the
Trustees to implement the foregoing, and at the sole
discretion of the Trustees, such action may include the
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exchange of all Class B Shares for a new class (the "New Class B
Shares"), identical in all material respects to the Class B Shares
except that the New Class B Shares will automatically convert into the
New Class A Shares. Such exchanges or conversions shall be effected
in a manner that the Trustees reasonably believe will not be subject
to federal taxation."
4. With the exception of the amendment to Section 2.3 of the Agreement as
set forth in paragraph 2 of this Amendment and the addition of Section 2.3.3 to
the Agreement as set forth in paragraph 3 of this Amendment, the Agreement, as
amended, shall in all other respects remain in full force and effect.
5. 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.
IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the
Trust, have executed this First Amendment to Agreement and Declaration of Trust
of AIM Special Opportunities Funds as of the day first above written.
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Xxxxxxx X. Xxxxx, Trustee Xxxxx X. Xxxxxxxx, Trustee
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Xxxx Xxxx XX, Trustee Xxxxxx X. Xxxx, Xx., Trustee
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Xxxx Xxxxxx, Trustee Xxxx Xxxxxxxxxx, Trustee
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Xxxxxx X. Xxxxxx, Trustee Xxx X. Xxxxxxxx, Trustee
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Xxxxx X. Xxxxxxx, Trustee
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Xxxxx X. Xxxxx, Trustee
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