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EXHIBIT a(2)(d)
AMENDMENT NO. 3
TO
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF
AIM SPECIAL OPPORTUNITIES FUNDS
This Amendment No. 3 to the Amended and Restated Agreement and
Declaration of Trust of AIM Special Opportunities Funds (this "Amendment")
amends, effective as of December 13, 2000, the Amended and Restated Agreement
and Declaration of Trust of AIM Special Opportunities Funds dated as of
November 5, 1998, as amended (the "Agreement").
Under Section 9.7 of the Agreement, this Amendment may be executed by
a duly authorized officer of the Trust.
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Unless defined herein, each capitalized term used in this Amendment
shall have the meaning given it in the Agreement.
2. Section 1.2(g) is hereby amended and restated in its entirety to
read as follows:
"(g) "Class Expenses" means expenses incurred by a particular Class in
connection with a shareholder services arrangement or a
distribution plan that is specific to such Class or any other
differing share of expenses or differing fees, in each case
pursuant to a plan adopted by the Trust pursuant to Rule 18f-3
under the 1940 Act, as such plan or Rule may be amended from time
to time."
3. The second sentence of Section 2.3(b) is hereby amended and
restated in its entirety to read as follows:
"Each Class so established and designated shall represent a
Proportionate Interest (as defined in Section 2.5(d)) in the net
assets belonging to that Portfolio and shall have identical
voting, dividend, liquidation, and other rights and be subject to
the same terms and conditions, except that (1) Class Expenses
allocated to a Class for which such expenses were incurred shall
be borne solely by that Class, (2) other expenses, costs,
charges, and reserves allocated to a Class in accordance with
Section 2.5(e) may be borne solely by that Class, provided that
the allocation of such other expenses, costs, charges, and
reserves is not specifically required to be set forth in a plan
adopted by the Trust pursuant to Rule 18f-3 under the Act, (3)
dividends declared and payable to a Class pursuant to Section 7.1
shall reflect the items separately allocated thereto pursuant to
the preceding clauses, (4) each Class may have separate rights to
convert to another Class, exchange rights, and similar rights,
each as determined by the Trustees, and (5) subject to Section
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2.6(c), each Class may have exclusive voting rights with respect
to matters affecting only that Class."
4. Section 2.6(c) is hereby amended and restated in its entirety to
read as follows:
"(c) If (1) the Class A Shareholders of a Portfolio approve any
increase in expenses allocated to the Class A Shares of that
Portfolio in connection with (A) a Plan of Distribution adopted
pursuant to Rule 12b-1 under the 1940 Act, (B) a non-Rule 12b-1
shareholder services plan or (C) any other plan or arrangement
whereby Classes of that Portfolio pay a different share of other
expenses, not including advisory or custodial fees or other
expenses related to the management of the Trust's assets, then
(2) the Class B Shares of that Portfolio will stop converting to
the Class A Shares unless the Class B Shareholders of that
Portfolio, voting separately, approve the increase in expenses.
The Trustees shall have sole discretion in determining whether
such increase in expenses is submitted to a vote of the Class B
Shareholders. Should such increase in expenses not be submitted
to a vote of the Class B Shareholders or, if submitted, should
the Class B Shareholders fail to approve such increase in
expenses, the Trustees shall take such action as is necessary to:
(1) create a new class of that Portfolio (the "New Class A
Shares") which shall be identical in all material respects to the
Class A Shares of that Portfolio as they existed prior to the
implementation of the increase in expenses; and (2) ensure that
the existing Class B Shares of that Portfolio 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 exchange of all Class B Shares of that Portfolio for a new
class of that Portfolio (the "New Class B Shares"), identical in
all material respects to the Class B Shares of that Portfolio
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."
5. Section 2.8 is hereby amended by deleting the clause ", except as
provided herein or by applicable law," from the second sentence of Section 2.8.
6. Section 4.7 is hereby amended and restated in its entirety to
read as follows:
"Section 4.7. Independent Trustee. A Trustee who is an
"Independent Trustee," as that term is defined in the Delaware
Act, shall be deemed to be an Independent Trustee when making any
determinations or taking any action as a Trustee."
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7. All references in the Agreement to "this Agreement" shall mean
the Agreement as amended by this Amendment.
8. Except as specifically amended by this Amendment, the Agreement
is hereby confirmed and remains in full force and effect.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Trust, has executed this Amendment as of December 13, 2000.
/s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: President
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