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EXHIBIT a(2)(b)
FIRST AMENDMENT
TO
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF
AIM SPECIAL OPPORTUNITIES FUNDS
THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND DECLARATION
OF TRUST OF AIM SPECIAL OPPORTUNITIES FUNDS (the "Amendment") is entered into
the 13th day of July, 1999 among Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxxxxx, Xxxx Xxxx
XX, Xxxxxx X. Xxxx, Xx., Xxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxxxxx X. Xxxxxx, Xxxxx
Xxxxxx-Xxxxx, Xxxxx X. Xxxxxxx 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 Amended and Restated Agreement and Declaration of Trust of AIM
Special Opportunities Funds, a Delaware business trust (the "Trust") entered
into as of November 5, 1998 (the "Agreement").
WHEREAS, the Trustees of the Trust desire to establish a new portfolio
of the Trust and three classes thereof, namely the AIM Large Cap Opportunities
Fund and its Class A Shares, Class B Shares and Class C Shares; and
WHEREAS, Section 2.3 of the Agreement permits the Trustees to establish
additional Portfolios and Classes of Shares of such Portfolios 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, in a Unanimous Consent of the Board of Trustees dated
_______________, 1999, 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:
Schedule A of the Agreement is hereby deleted in its entirety and
replaced with the following:
"SCHEDULE A
AIM SPECIAL OPPORTUNITIES FUNDS
PORTFOLIOS AND CLASSES THEREOF
AIM Large Cap Opportunities Fund
Class A Shares
Class B Shares
Class C Shares
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AIM Mid Cap Opportunities Fund
Class A Shares
Class B Shares
Class C Shares
AIM Small Cap Opportunities Fund
Class A Shares
Class B Shares
Class C Shares"
All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the
Trust, have executed this First Amendment to Amended and Restated 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 XXXXXX-XXXXX
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Xxxxxx X. Xxxxxx, Trustee Xxxxx Xxxxxx-Xxxxx, Trustee
/s/ XXXXX X. XXXXXXX /S/ XXXXX X. XXXXX
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Xxxxx X. Xxxxxxx, Trustee Xxxxx X. Xxxxx, Trustee
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