AMENDMENT NO. 2
TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF
AIM SPECIAL OPPORTUNITIES FUNDS
This Amendment No. 2 to the Amended and Restated Agreement and
Declaration of Trust of AIM Special Opportunities Funds (this "Amendment")
amends, effective as of June 11, 2003, the Amended and Restated Agreement and
Declaration of Trust of AIM Special Opportunities Funds (the "Trust") dated as
of May 15, 2002, 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. Section 3.2 of the Agreement is hereby deleted in its entirety and
replaced with the following:
"Section 3.2 Trustees. The number of Trustees shall be such number as
shall be fixed from time to time by a majority of the Trustees; provided,
however, that the number of Trustees shall in no event be less than two (2)
nor more than sixteen (16). The initial Trustees are those first identified
above."
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 ___, 2003.
By: /s/ XXXXXX X. XXXXXX
------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
