EXHIBIT a(1)(b)
AMENDMENT NO. 1
TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF
AIM SPECIAL OPPORTUNITIES FUNDS
This Amendment No. 1 to the Amended and Restated Agreement and
Declaration of Trust of AIM Special Opportunities Funds (this "Amendment")
amends, effective as of July 1, 2002, the Amended and Restated Agreement and
Declaration of Trust of AIM Special Opportunities Funds (the "Trust") dated as
of May 15, 2002 (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. 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
PORTFOLIO CLASSES OF EACH PORTFOLIO
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AIM Opportunities I Fund Class A Shares
Class B Shares
Class C Shares
AIM Opportunities II Fund Class A Shares
Class B Shares
Class C Shares
AIM Opportunities III Fund Class A Shares
Class B Shares
Class C Shares"
2. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment.
3. 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 May 15, 2002.
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: President
